<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 JULY 28, 2000
-------------------------------------------------
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)
(858) 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: JULY 28, 2000
----------- --------------------------------
<S> <C>
Common shares,
$.01 par value 44,179,890
</TABLE>
<PAGE>
REMEC, INC.
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED JULY 28, 2000
<TABLE>
<CAPTION>
Index Page No.
----- --------
<S> <C>
PART I FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements:
Condensed Consolidated Balance Sheets.........................................................3
Condensed Consolidated Statements of Income (Loss)............................................4
Condensed Consolidated Statements of Cash Flows...............................................5
Notes to Condensed Consolidated Financial Statements..........................................6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations...........................................................8
PART II OTHER INFORMATION
Item 1. Legal Proceedings.................................................................................11
Item 3. Qualitative and Quantitative Disclosures About Market Risk........................................11
Item 4. Submission of Matters to a Vote of Security Holders...............................................12
Item 6. Exhibits and Reports on Form 8-K..................................................................12
SIGNATURES ................................................................................................13
</TABLE>
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<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1
REMEC, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
July 28, January 31,
2000 2000
------------ ------------
ASSETS (unaudited)
<S> <C> <C>
Cash and cash equivalents $148,537,314 $ 34,835,897
Accounts receivable, net 40,151,034 33,112,158
Inventories, net 53,395,134 42,147,112
Prepaid expenses and other current assets 12,111,856 10,085,903
------------ ------------
Total current assets 254,195,338 120,181,070
Property, plant and equipment, net 70,923,127 60,289,940
Restricted cash 17,049,299 17,049,299
Intangible and other assets, net 26,717,135 26,408,693
------------ ------------
$368,884,899 $223,929,002
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable $ 14,054,691 $ 8,320,165
Accrued expenses and other current liabilities 21,575,918 16,250,576
------------ ------------
Total current liabilities 35,630,609 24,570,741
Deferred income taxes and other long-term liabilities 6,875,717 11,465,998
Shareholders' equity 326,378,573 187,892,263
------------ ------------
$368,884,899 $223,929,002
============ ============
</TABLE>
SEE ACCOMPANYING NOTES.
- 3 -
<PAGE>
REMEC, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)
(unaudited)
<TABLE>
<CAPTION>
Three months ended Six months ended
------------------------------ -------------------------------
July 28, 2000 July 30, 1999 July 28, 2000 July 30, 1999
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Net sales $ 63,001,041 $ 47,325,840 $ 119,604,132 $ 90,492,257
Cost of sales 45,877,610 37,464,164 87,376,782 69,893,920
------------- ------------- ------------- -------------
Gross profit 17,123,431 9,861,676 32,227,350 20,598,337
Operating expenses:
Selling, general and administrative 10,183,542 10,362,869 20,236,592 19,514,314
Research and development 4,562,912 3,066,384 8,523,883 6,592,322
Transaction costs -- -- -- 3,130,000
------------- ------------- ------------- -------------
Total operating expenses 14,746,454 13,429,253 28,760,475 29,236,636
------------- ------------- ------------- -------------
Income (loss) from operations 2,376,977 (3,567,577) 3,466,875 (8,638,299)
Interest income and other, net 2,694,146 550,086 4,271,441 1,249,697
------------- ------------- ------------- -------------
Income (loss) before provision (credit) for income taxes 5,071,123 (3,017,491) 7,738,316 (7,388,602)
Provision (credit) for income taxes 1,855,678 (205,106) 3,170,118 (1,131,318)
------------- ------------- ------------- -------------
Net income (loss) $ 3,215,445 $ (2,812,385) $ 4,568,198 $ (6,257,284)
============= ============= ============= =============
Loss per share:
Basic $ 0.07 $ (0.07) $ 0.11 $ (0.17)
============= ============= ============= =============
Diluted $ 0.07 $ (0.07) $ 0.10 $ (0.17)
============= ============= ============= =============
Shares used in computing loss per share:
Basic 44,043,000 37,614,000 42,383,000 37,528,000
============= ============= ============= =============
Diluted 47,089,000 37,614,000 44,730,000 37,528,000
============= ============= ============= =============
</TABLE>
SEE ACCOMPANYING NOTES.
- 4 -
<PAGE>
REMEC, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
<TABLE>
<CAPTION>
Six months ended
---------------------------------
July 28, 2000 July 30, 1999
------------- -------------
<S> <C> <C>
OPERATING ACTIVITIES
Net income (loss) $ 4,568,198 $ (6,257,284)
Adjustments to reconcile net income (loss) to net cash provided by
operating activities:
Depreciation and amortization 6,910,767 6,540,817
Changes in operating assets and liabilities:
Accounts receivable (7,070,055) (3,424,973)
Inventories (11,293,430) (622,522)
Prepaid expenses and other current assets (1,901,592) 504,266
Accounts payable 5,693,052 2,443,657
Accrued expenses, deferred income taxes and
other long-term liabilities 5,660,115 2,437,601
------------- -------------
Net cash provided by operating activities 2,567,055 1,621,562
INVESTING ACTIVITIES
Additions to property, plant and equipment (16,745,543) (16,068,178)
Payment for acquisitions, net of cash acquired --- (5,825,237)
Other assets (1,244,698) (9,578,320)
------------- -------------
Net cash used by investing activities (17,990,241) (31,471,735)
FINANCING ACTIVITIES
Borrowings under credit facilities and long-term debt --- 6,026,147
Repayments on credit facilities and long-term debt (5,276,741) (1,339,616)
Proceeds from sale of common stock 134,626,523 1,955,829
------------- -------------
Net cash provided by financing activities 129,349,782 6,642,360
Effect of exchange rate changes on cash (225,179) (6,462)
------------- -------------
Increase (decrease) in cash and cash equivalents 113,701,417 (23,214,275)
Cash and cash equivalents at beginning of period 34,835,897 83,011,819
Adjustment for net cash activity of pooled companies --- (263,188)
------------- -------------
Cash and cash equivalents at end of period $ 148,537,314 $ 59,534,356
============= =============
</TABLE>
SEE ACCOMPANYING NOTES
- 5 -
<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" or "REMEC") 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, the management of REMEC 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, 2000, included in REMEC's Annual
Report on 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 REMEC as of
July 28, 2000, and the results of its operations for the three and six
month periods ended July 28, 2000, and July 30, 1999. The results of
operations for the interim periods ended July 28, 2000, are not
necessarily indicative of the results which may be reported for any
other interim period or for the entire fiscal year.
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 REMEC'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 REMEC's Annual Report on Form
10-K, and the other documents REMEC files from time to time with the
SEC. 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, 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.
2. EARNINGS PER SHARE
REMEC calculates earnings per share in accordance with SFAS No. 128,
"Earnings per Share." Basic earnings per share is computed using the
weighted average shares outstanding for each period presented. Diluted
earnings per share is computed using the weighted average shares
outstanding plus potentially dilutive common shares using the treasury
stock method at the average market price during the reporting period.
The calculation of net income per share reflects the historical
information for REMEC and its acquired subsidiaries and the conversion
of the common shares of those companies acquired in pooling of
interests transactions into REMEC shares as stipulated in the
respective acquisition agreements.
The following table reconciles the shares used in computing basic and
diluted earnings per share for the periods indicated:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
------------------------------- --------------------------------
July 28, 2000 July 30, 1999 July 28, 2000 July 30, 1999
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Weighted average common shares
outstanding used in basic
earnings per share calculation 44,043,000 37,614,000 42,383,000 37,528,000
Effect of dilutive stock options 3,046,000 --- 2,347,000 ---
------------- ------------- ------------- -------------
Shares used in diluted
earnings per share calculation 47,089,000 37,614,000 44,730,000 37,528,000
============= ============= ============= =============
</TABLE>
- 6 -
<PAGE>
Dilutive securities may include options, warrants, preferred stock as
if converted and restricted stock subject to vesting. Potentially
dilutive securities (which include options) totaling 816,000 and
870,000 shares for the three and six months ended July 30, 1999, were
excluded from the calculation of diluted earnings per share because of
their anti-dilutive effect.
On June 7, 2000, REMEC's Board of Directors approved a three-for-two
stock split of its common stock in the form of a 50% stock dividend
payable on June 30, 2000, to shareholders of record as of June 19,
2000. All stock related data in the consolidated financial statements
have been adjusted to reflect the stock dividend for all periods
presented.
3. COMPREHENSIVE INCOME
REMEC has adopted SFAS No. 130, "Reporting Comprehensive Income" which
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 (loss) 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 (loss). During the three and six month period ended July 28,
2000, comprehensive income, including unrealized losses from foreign
currency translation adjustments, totaled $2,887,863 and $3,859,776,
respectively. For the three and six month period ended July 30, 1999,
the comprehensive loss, including unrealized losses from foreign
currency translation adjustments, totaled $2,943,668 and
$6,448,566, respectively.
4. INVENTORIES
Inventories consist of the following:
<TABLE>
<CAPTION>
July 28, 2000 January 31, 2000
------------- ----------------
<S> <C> <C>
Raw materials $ 33,498,698 $ 22,629,600
Work in progress 19,946,698 19,567,773
------------- ----------------
53,445,396 42,197,373
Less unliquidated progress payments (50,261) (50,261)
------------- ----------------
$ 53,395,135 $ 42,147,112
============= ================
</TABLE>
Inventories related to contracts with prime contractors to the U.S.
Government included capitalized general and administrative expenses of
$1,696,000 and $1,811,000 at July 28, 2000, and January 31, 2000,
respectively. REMEC had a reserve for obsolete and unusable inventory
of $7,420,000 and $6,599,000 as of July 28, 2000, and January 31, 2000,
respectively.
5. FOLLOW-ON OFFERING
In March 2000, REMEC sold in an underwritten public offering an
additional 5,250,000 shares of common stock. The net proceeds received
by REMEC from this offering totaled approximately $132.6 million.
- 7 -
<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 subsystems and integrated components used in the
wireless communications industry and the defense industry. Our consolidated
results of operations include the operations of REMEC Microwave, Inc., or
Microwave; REMEC Wireless, Inc., or Wireless; Humphrey, Inc. or Humphrey; REMEC
Magnum, Inc., or Magnum; REMEC Veritek, Inc. or Veritek; REMEC CSH, Inc. or CSH;
REMEC Q-bit, Inc., or Q-bit; REMEC Nanowave, Inc., or Nanowave; REMEC Wacom,
L.P., or Wacom; REMEC Airtech Ltd, or Airtech; and REMEC Inc., S.A., or REMEC
Costa Rica. In March 2000, REMEC sold in an underwritten public offering an
additional 5,250,000 shares of common stock. The net proceeds received by REMEC
from this offering totaled approximately $132.6 million.
Our research and development efforts for customers 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, our historical funded research and development expenses were minimal. As
our commercial business has expanded, research and development expenses have
generally increased in amount and as a percentage of sales. We expect 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, REMEC derives significant revenues from a limited group of
customers and expects that it will continue to do so in the immediate future. In
certain circumstances, customers place purchase orders but release quantities
incrementally against those purchase orders, subject to an agreed period of
performance. At the time a purchase order is placed, REMEC records the entire
amount of the purchase order as backlog, even if the customer releases
quantities incrementally against the purchase order. An amount of REMEC'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 delays in shipments to any significant customer may have a material
adverse effect on REMEC's business, financial condition and results of
operations.
REMEC has also experienced continued pricing pressure on follow-on
orders for existing defense programs on which REMEC participates, and REMEC
anticipates that there will be fewer available defense programs to which it can
market its products in the future. Failure of REMEC 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 REMEC's
business, financial condition or results of operations.
- 8 -
<PAGE>
RESULTS OF OPERATIONS AS A PERCENTAGE OF NET SALES
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
-------------------- --------------------
July 28, July 30, July 28, July 30,
2000 1999 2000 1999
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Net sales................................... 100.0% 100.0% 100.0% 100.0%
Cost of sales............................... 72.8 79.2 73.1 77.2
-------- -------- -------- --------
Gross profit................................ 27.2 20.8 26.9 22.8
Operating expenses:
Selling, general & administrative........... 16.2 21.8 16.9 21.7
Research and development.................... 7.2 6.5 7.1 7.3
Transaction costs .......................... -- -- -- 3.4
-------- -------- -------- --------
Total operating expenses.................... 23.4 28.3 24.0 32.4
-------- -------- -------- --------
Income (loss) from operations............... 3.8 (7.5) 2.9 (9.6)
Interest income ............................ 4.3 1.2 3.6 1.4
-------- -------- -------- --------
Income (loss) before income taxes........... 8.1 (6.3) 6.5 (8.2)
Provision (credit) for income taxes......... 3.0 (0.4) 2.7 (1.3)
-------- -------- -------- --------
Net income (loss)........................... 5.1% (5.9%) 3.8% (6.9%)
======== ======== ======== ========
</TABLE>
RESULTS OF OPERATIONS
NET SALES. Net sales were $63.0 million and $119.6 million for the
three and six month periods ended July 28, 2000, representing an increase of
$15.7 million or 33.1% and an increase of $29.1 million or 32.2%, respectively,
over the prior year periods. The increase in sales during fiscal 2001 was
primarily attributable to increased demand from REMEC's commercial customers.
GROSS PROFIT. Gross profit was $17.1 million and $32.2 million for the
three and six month periods ended July 28, 2000, representing increases of $7.3
million or 73.6% and $11.6 million or 56.5%, respectively, over the prior year
periods. Gross margins were 27.2% and 26.9% for the three and six month periods
ended July 28, 2000, compared with 20.8% and 22.8%, respectively, for the
comparable prior year periods. Fiscal 2000 gross margins were adversely affected
by an increase in reserves for inventory obsolescence and product warranty
costs. The improvement in gross margins in the current fiscal year is primarily
attributable to the absence of such costs, as well as the improved overhead
absorption resulting from the increase in production volume associated with the
increased sales levels discussed above.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses ("SG&A") were $10.2 million and $20.2 million for the
three and six month periods ended July 28, 2000, representing a decrease of $.2
million or 1.7% and an increase of $.7 million or 3.7%, respectively, over the
comparable prior year periods. The increase in SG&A during fiscal 2001 was
primarily attributable to approximately $.5 million of increased SG&A costs
arising at WACOM (this subsidiary was acquired in late March 1999, and therefore
the prior year results only include approximately 4 months of WACOM SG&A costs).
As a percentage of net sales, SG&A expenses decreased from 21.7% in fiscal 2000
to 16.9% in fiscal 2001 due to the increase in sales.
RESEARCH AND DEVELOPMENT EXPENSES. Research and development expenses
were $4.6 million and $8.5 million for the three and six month periods ended
July 28, 2000, representing increases of $1.5 million or 48.8% and $1.9 million
or 29.3%, respectively, over the comparable prior year periods. These
expenditures are mostly attributable to the company's wireless communications
business and reflect increased activity associated with new product development.
Research and development expenditures fluctuate on a quarterly basis both in
amount and as a percentage of sales.
TRANSACTION COSTS. REMEC's results of operations for the six months
ended July 30, 1999, include $3.1
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<PAGE>
million of transaction costs associated with REMEC's acquisition of Airtech and
the terminated acquisition of STM Wireless, Inc. There were no similar costs in
the current fiscal year.
INTEREST INCOME. Interest income was $2.7 million and $4.3 million for
the three and six month periods ended July 28, 2000, representing increases of
$2.1 million or 389.8% and $3.0 million or 241.8%, respectively, over the
comparable prior year periods. The increase in interest income was due to an
increase in the level of cash available for investing as a result of the funds
generated by REMEC's follow-on offering in March 2000.
PROVISION (CREDIT) FOR INCOME TAXES. REMEC reported income tax expense
of $3.2 million during the six month period ended July 28, 2000, as compared
with an income tax credit of $1.1 million recognized during the comparable prior
year period. The increase in income taxes reflects REMEC's return to
profitability in the current fiscal year. The credit in the prior year reflects
the recognition of the tax benefit associated with REMEC's net operating loss.
LIQUIDITY AND CAPITAL RESOURCES
At July 28, 2000, REMEC had $218.6 million of working capital, which
included cash and cash equivalents totaling $148.5 million. REMEC also has a
$12.0 million revolving working capital line of credit with a bank. The
borrowing rate under this credit facility is based on a fixed spread over the
London Interbank Offered Rate (LIBOR). This credit facility terminates on July
1, 2002. As of July 28, 2000, there were no borrowings outstanding under this
credit facility.
During the three month period ended July 28, 2000, net cash provided by
operations totaled $2.6 million as the cash generated from earnings and non-cash
expenses (primarily depreciation and amortization) and an increase in trade
accounts payable and other accrued expenses more than offset a $18.4 million
increase in trade receivables and inventories. Receivables increased during this
period due to the increase in sales from the previous quarter and a minor
increase in the length of time that customers were taking to pay invoices. The
increase in inventories (and trade accounts payable) was due to the need to
support anticipated future sales growth. Other accrued expenses increased as a
result of an increase in REMEC's U.S. income tax liability.
During the three months ended July 28, 2000, $18.0 million was used in
investing activities primarily in connection with $16.7 million in capital
expenditures. The bulk of the capital expenditures were associated with the
expansion of REMEC's commercial wireless communications business. Cash on hand
financed the above expenditures. REMEC's future capital expenditures may
continue to be significant as a result of wireless communications expansion
requirements.
Financing activities generated approximately $129.3 million during the
three month period ended July 28, 2000, principally as a result of the net
proceeds of $132.6 million generated by REMEC's follow-on offering and the net
proceeds of $2.0 million from the issuance of shares in connection with REMEC's
Employee Stock Purchase Plan and from stock option exercises, net of the
repayment of $5.3 million outstanding under a long-term credit facility at
REMEC's Airtech subsidiary.
Our future capital requirements will depend upon many factors,
including the nature and timing of orders by OEM customers, the progress of our
research and development efforts, expansion of our marketing and sales efforts,
and the status of competitive products.
- 10 -
<PAGE>
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
CLASS ACTION LAWSUIT. On April 19, 1999, a class action lawsuit was
filed against REMEC, some of its officers and directors and the investment
banking firms that served as the representatives of the underwriters of our
public offering completed in February 1998. The lawsuit was filed by the law
firm Milberg Weiss Bershad Hynes and Lerach and others in the United States
District Court for the Southern District of California as counsel for Charles
Vezzetti and all others similarly situated. The lawsuit alleges violations of
the Securities Exchange Act of 1934 by us and the other defendants between
December 1, 1997, and June 12, 1998. Specifically, the complaint alleges that
REMEC made falsely positive statements which artificially inflated the price of
REMEC stock prior to a secondary offering completed in February 1998, in which
REMEC and some of its officers and directors sold stock, and that REMEC's stock
price fell on a series of adverse disclosures in late May and early June 1998.
The complaint in the lawsuit does not specify an amount of claimed damages.
Since the lawsuit was filed, the underwriters have been dismissed without
prejudice.
REMEC believes that the lawsuit is without merit and has been defending
against it vigorously through a motion to dismiss and otherwise. In addition,
REMEC believes the ultimate resolution will not have a material adverse impact
on our business or financial condition. However, if the plaintiffs are
successful in pursuing their claims against REMEC and its officers and
directors, such a result could have a significant negative impact on REMEC's
business and financial condition.
Other than the securities class action lawsuit described above, neither
REMEC nor any of its subsidiaries is presently subject to any material
litigation, nor to REMEC's knowledge, is such litigation threatened against
REMEC or its subsidiaries, other than routine actions and administrative
proceedings arising in the ordinary course of business, all of which
collectively are not anticipated to have a material adverse effect on the
business or financial condition of REMEC.
ITEM 3. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK
INTEREST RATE RISK. REMEC is exposed to changes in interest rates to
the extent of its borrowings under its revolving working capital line of credit.
At July 28, 2000, REMEC had no borrowings under this credit facility and,
therefore, no exposure to interest rate movement on its debt. REMEC will also be
affected by changes in interest rates in its investments in certain cash
equivalent securities. Under current REMEC policies, REMEC does not use interest
rate derivative instruments to manage exposure to interest rate changes. A
hypothetical 100 basis point increase in interest rates in REMEC cash equivalent
securities would not materially effect the fair value of these securities at
July 28, 2000.
FOREIGN CURRENCY EXCHANGE RATE. REMEC's earnings and cash flow are
subject to fluctuations due to changes in foreign currency exchange rates. To a
certain extent, foreign currency exchange rate movements also affect REMEC's
competitive position, as exchange rate changes may affect business practices
and/or pricing strategies on non-U.S. based competitors. The primary foreign
currency risk exposure is related to U.S. dollar to British pound and U.S.
dollar and British pound to Euro conversions. Considering both the anticipated
cash flows from firm sales commitments and anticipated sales for the next
quarter, a hypothetical 10% weakening of the U.S. dollar relative to all other
currencies would not materially adversely affect expected third quarter fiscal
2001 earnings or cash flows. This analysis is dependent on actual export sales
during the next quarter occurring within 90% of budgeted forecasts. The effect
of the hypothetical change in exchange rates ignores the effect this movement
may have on other variables including competitive risk. If it were possible to
quantify this competitive impact, the results could well be different than the
sensitivity effects described above. In addition, it is unlikely that all
currencies would uniformly strengthen or weaken relative to the U.S. dollar. In
reality, some currencies may weaken while others may strengthen. REMEC reviews
its position each month for expected currency exchange rate movements.
- 11 -
<PAGE>
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Annual Meeting of Shareholders of REMEC was held on June 2, 2000.
The following items were voted upon by the shareholders with all items being
approved.
1. To elect nine directors to serve for the ensuing year and until
their successors are elected.
<TABLE>
<CAPTION>
Votes for Votes against or withheld Votes abstained Broker non-votes
--------- ------------------------- --------------- ----------------
<S> <C> <C> <C> <C>
Ronald E. Ragland 25,960,764 112,736 - -
Errol Ekaireb 25,961,436 112,064 - -
Jack A. Giles 25,960,501 112,999 - -
Denny E. Morgan 25,961,536 111,964 - -
Thomas A. Corcoran 25,961,584 111,916 - -
Mark D. Dankberg 25,954,084 119,416 - -
William H. Gibbs 25,961,584 111,916 - -
Andre R. Horn 25,932,683 140,817 - -
Jeffrey M. Nash 25,961,536 111,964 - -
</TABLE>
2. To approve an amendment to REMEC's restated Article's of
Incorporation to increase the number of shares authorized for
issuance.
<TABLE>
<CAPTION>
Votes for Votes against or withheld Votes abstained Broker non-votes
--------- ------------------------- --------------- ----------------
<S> <C> <C> <C>
22,662,506 2,243,995 166,999 -
</TABLE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) The following exhibits are filed herewith:
- Exhibit 27 - Financial Data Schedule
(b) There were no reports on Form 8-K filed by the registrant during the
quarter ended July 28, 2000.
- 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 and Accounting Officer and Secretary
Date: September 11, 2000
- 13 -
<PAGE>
EXHIBIT INDEX
Exhibit
Number
27 Financial Data Schedule
- 14 -
