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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
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FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED JANUARY 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ____________ TO ____________ .
COMMISSION FILE NUMBER 0-27414
REMEC, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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CALIFORNIA 95-3814301
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
9404 CHESAPEAKE DRIVE, 92123
SAN DIEGO, CALIFORNIA (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
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REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (858) 560-1301
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
COMMON STOCK, $.01 PAR VALUE
(TITLE OF CLASS)
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE
Indicate by check mark whether REMEC (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 twelve (12) months (or such shorter period that REMEC was required
to file such reports) and (2) has been subject to such filing requirements for
the past ninety (90) days: Yes [ ] No [X]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K. [ ]
The aggregate market value of the voting stock held by non-affiliates of
REMEC on March 14, 2000 was approximately $1.046 billion based on the last
reported sale price on the Nasdaq National Market of $48.00 per share of such
stock on March 14, 2000.
The number of outstanding shares of Registrant's Common Stock as of March
14, 2000 was 25,534,690.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement for REMEC's Annual Meeting of Shareholders
expected to be held on June 2, 2000, a definitive copy of which will be filed
with the SEC within 120 days after the end of the year covered by this Form
10-K, are incorporated by reference herein in Part III of this Form 10-K.
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This document contains 86 pages.
The Exhibit Index begins on page 50.
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REMEC, INC.
ANNUAL REPORT ON FORM 10-K
FOR FISCAL YEAR ENDED JANUARY 31, 2000
TABLE OF CONTENTS
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PART I..................................................................... 3
ITEM 1. BUSINESS.................................................... 3
Introduction................................................ 3
Industry Background......................................... 3
The REMEC Solution.......................................... 6
Strategy.................................................... 7
Products.................................................... 8
Sales and Marketing......................................... 9
Product and Manufacturing Groups............................ 10
Manufacturing............................................... 10
Competition................................................. 11
Research and Development.................................... 11
Government Regulations...................................... 12
Intellectual Property....................................... 12
Employees................................................... 12
ITEM 2. PROPERTIES.................................................. 13
ITEM 3. LITIGATION.................................................. 13
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SHAREHOLDERS............. 13
PART II.................................................................... 14
ITEM 5. MARKET FOR REMEC'S COMMON EQUITY AND RELATED SHAREHOLDER
MATTERS..................................................... 14
ITEM 6. SELECTED FINANCIAL DATA..................................... 15
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS................................... 16
Results of Operations....................................... 16
Fiscal Year Ended January 31, 2000 vs. Fiscal Year Ended
January 31, 1999............................................ 16
Fiscal Year Ended January 31, 1999 vs. Fiscal Year Ended
January 31, 1998............................................ 17
Liquidity and Capital Resources............................. 18
Year 2000................................................... 19
ITEM QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
7(a). RISK........................................................ 19
Interest Rate Risk.......................................... 19
Foreign Currency Exchange Rate.............................. 19
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA................. 19
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE.................................... 19
PART III................................................................... 20
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF REMEC................... 20
ITEM 11. EXECUTIVE COMPENSATION...................................... 23
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.................................................. 23
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.............. 23
PART IV.................................................................... 24
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM
8-K......................................................... 24
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PART I
The statements in this Annual Report on Form 10-K 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 risks
described in this Annual Report and the other documents REMEC 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. REMEC undertakes no obligation to publicly release the result
of any revisions to these forward-looking statements that may be made to reflect
events or circumstances after the date hereof or to reflect the occurrence of
unanticipated events.
ITEM 1. BUSINESS
INTRODUCTION
We are a leading designer and manufacturer of high frequency subsystems
used in the transmission of voice, video and data traffic over wireless
communications networks. Our products are designed to improve the capacity,
efficiency, quality and reliability of wireless communications infrastructure
equipment. We also develop and manufacture highly sophisticated wireless
communications equipment used in the defense industry, including communications
equipment integrated into tactical aircraft, satellites, missile systems and
smart weapons. We manufacture products that operate at the full range of
frequencies currently used in wireless communications transmission, including at
radio frequencies, or RF, microwave frequencies and millimeter wave frequencies.
By offering products that cover the entire frequency spectrum for wireless
communications, we are able to address opportunities in the worldwide mobile
wireless communications market as well as the global fixed access broadband
wireless market.
INDUSTRY BACKGROUND
DEREGULATION OF THE TELECOMMUNICATIONS INDUSTRY FOSTERS COMPETITION BY
SERVICE PROVIDERS. Global telecommunications deregulation is fostering
significant competition among providers of advanced communications services. In
the U.S., regional Bell operating companies, such as Ameritech, Bell Atlantic,
BellSouth, GTE, Pacific Bell, SBC Communications and US West, until recently
were the exclusive owners and operators of the copper wire connections between
network backbones and their subscribers, commonly known as the "last mile." The
federal Telecommunications Act of 1996 intensified the competitive environment
in the U.S. by requiring these telephone companies to provide access to portions
of their networks, including the last mile, to competing service providers.
Similar to the U.S., other countries have begun to privatize state-owned
telecommunications companies to encourage competition among communications
service providers. These events have been significant factors in creating
worldwide competition in the communications services industry. To compete in
this environment, many network service providers seek to differentiate
themselves and increase market share by offering integrated voice, video and
data services, which require broadband access and deployment of additional
communications infrastructure equipment.
DEMAND FOR HIGH SPEED INTERNET ACCESS AND OTHER DATA SERVICES INCREASES THE
NEED FOR BROADBAND ACCESS. Consumers around the world are using the Internet for
an ever increasing range of purposes, including email, high quality audio,
streaming video and other multimedia services. Businesses are also using the
Internet to enhance their reach to both residential and business consumers with
applications such as electronic commerce, global marketing, customer support,
web hosting, order fulfillment and supply management. The Internet also permits
access to corporate data networks, including intranets and extranets,
facilitating communication among corporate sites or with telecommuters or
traveling employees. This increased usage requires an expanded capacity for the
quick and reliable transmission of voice, video and data, which can be
accomplished through broadband access.
INCREASED DEMAND FOR MOBILE WIRELESS SERVICES NECESSITATES EXPANSION OF
WIRELESS INFRASTRUCTURE. Wireless network service providers to date have focused
primarily on satisfying the increasing demand for wireless telephony and paging
services through the transmission of voice and low speed data signals over
analog cellular
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systems and digital personal communication systems, or PCS. It is estimated that
the number of global cellular/PCS subscribers will grow from 308 million in 1998
to 975 million by 2003. Since each cellular or PCS base station has a finite
capacity, the demand created by increased subscribers will require a substantial
increase in capital investment in wireless communications infrastructure
equipment. It is estimated that wireless base stations, cell site equipment and
switch equipment sales will grow from $35.1 billion in 1998 to $75.2 billion in
2003.
ADVANCES IN MOBILE WIRELESS COMMUNICATIONS NETWORK TECHNOLOGY WILL REQUIRE
ADDITIONAL WIRELESS INFRASTRUCTURE EQUIPMENT. The capacity and quality of
domestic and international mobile wireless communications networks have evolved
with advances in technology. In response to capacity and level of service
demands, service providers are expanding their current infrastructure and also
are implementing new wireless technologies, such as third generation, or 3G,
networks. The level of technology advancement used in wireless mobile networks
is generally grouped into the following three categories:
- First generation, or 1G, networks. These mobile networks feature analog
technology that provides voice and low speed data services.
- Second generation, or 2G, networks. Second generation cellular networks
feature digital technology, including PCS. Digital technology provides
network service providers and subscribers with advantages over analog
technology, including increased system capacity, secure voice
communications, short messaging service and other enhanced services. This
technology can be implemented with new infrastructure or as an expansion
of existing IG networks.
- Third generation, or 3G, networks. Third generation cellular networks
feature increased capacity and data speeds that permit wireless
transmission of integrated voice, video and data traffic. This technology
can be implemented with new infrastructure or also as an equipment
overlay to existing 2G networks. Network services providers are
anticipated to begin to upgrade their networks to 3G levels over the next
few years as regulatory agencies around the world begin to license the
frequency band for this digital technology. Licenses to use this
frequency band have been recently awarded in Japan and are expected to be
awarded in Europe in 2000, with the U.S. following over the next several
years.
COPPER WIRE, CABLE AND FIBER OPTIC BROADBAND ACCESS IS COSTLY TO DEPLOY AND
HAS OTHER LIMITATIONS. Applications requiring high capacity data transmission or
high speed Internet access traditionally have been satisfied through deployment
of broadband last mile connections consisting of enhanced copper wire called
digital subscriber lines, or DSL, coaxial cable and fiber optic cable, each of
which are described below:
- Digital subscriber line. DSL has a data transmission rate of up to 1.5
Mbps. While the necessary copper infrastructure for DSL is already in
place through existing telephone copper wires, transmission rates and
availability are limited by the quality of the subscriber's existing
copper wire infrastructure and distance from the telephone company
switch.
- Coaxial cable. Cable has a data transmission rate of up to 27 Mbps. As
with DSL, the necessary cable infrastructure for residential use is
already in place. However, existing cable networks must be upgraded to
provide for two-way data transmission, and many businesses are not
currently wired for cable.
- Fiber optic cable. Fiber optic networks have data transmission rates of
up to 10 billion bits per second, or 10 Gbps, the fastest rate of any
current broadband access solution. However, optic cable is very expensive
to deploy and may exceed the data transmission needs of many subscribers.
Currently to add capacity, these land line networks require right of way
access and a labor intensive process of physically laying wires or cables in
order to connect consumers to the network backbone. As a result of the
difficulties in deploying additional wires or cables, increased demand for
communication access may create a "last mile bottleneck" between subscribers and
the backbone of these land line networks.
FIXED ACCESS BROADBAND WIRELESS TECHNOLOGY IS EMERGING AS A COST EFFECTIVE
ALTERNATIVE TO BROADBAND LAND LINE TRANSMISSION. New fixed access broadband
wireless technology can provide quality of service comparable to the best land
line network alternatives at speeds that are significantly faster than
conventional copper wire-
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based networks. Fixed access broadband wireless technology is designed to be
integrated with the existing network backbone to address the last mile
bottleneck problem. In addition, certain types of fixed access broadband
wireless technology provide an alternative for selective network backbone
applications. Broadband wireless systems include point-to-point-to-multipoint
and satellite-to-multipoint broadband technologies, which are described below:
- Point-to-point wireless. Point-to-point wireless systems generally have
data transmission rates of up to 155 Mbps. While point-to-point systems
have traditionally been deployed for high capacity trunking applications
between two wireless telephony networks, recently they have been used to
interconnect digital cellular networks. Point-to-point wireless networks
can also provide a last mile connection for large communications end
users, such as large office buildings, hospitals and universities.
- Point-to-multipoint wireless. Point -to- multipoint wireless systems
generally have data transmission rates of up to 500 Mbps. Point-
to-multipoint wireless systems use a single central hub radio to serve
multiple end users. Point- to- multipoint wireless systems have
additional advantages over point-to-point wireless systems. These include
reduced equipment costs as the addition of new customers requires only
new customer premises equipment, as well as allocation of bandwidth based
on demand, so customers only pay for what they use. As a result, point-
to-multipoint systems can provide cost effective last mile access to
customers that do not have as much traffic as point-to-point customers.
- Satellite-to-multipoint wireless. The current generation of
satellite-based multipoint systems are implemented with networks using
very small aperture terminals, or VSATs. These networks are deployed for
a wide range of business data applications such as point-of-sale
transactions and inventory management. Recently, VSAT networks have been
adapted for cost effective use in rural telephony applications, primarily
in countries that do not have fully developed land line telephone
networks. Recent advances in satellite digital processing and component
and device technology, based on a newly licensed frequency spectrum
called the Ka band, are being used in the development of broadband
satellite networks such as Teledesic and Hughes Spaceway. These next
generation satellite networks are designed to provide broadband access to
residential and business users for applications such as high speed
Internet access, videoconferencing and other data rich applications.
FREQUENCY ALLOCATIONS BY THE FCC AND INTERNATIONAL AGENCIES MAY LEAD TO
WIRELESS INFRASTRUCTURE EXPANSION. In response to the increasing demand for
wireless communications services, regulatory bodies like the FCC and other
international agencies continue to allocate new frequency spectrum. For example,
the FCC has recently licensed several frequency bands, including bands for local
multipoint distribution systems, or LMDS, and multichannel multipoint
distribution systems, or MMDS, for two-way broadband wireless data services. The
FCC has also adopted orders to allocate additional spectrum through auctions
during 2000 which can be used by high speed data transmission service providers.
It is anticipated that these frequencies could be used to deliver fixed wireless
Internet access to business and residential customers. To take advantage of
these licenses, network operators must deploy new infrastructures specific to
the licensed frequency band. Each frequency band requires unique transmission
equipment designed to work with the technical requirements of the particular
band. Thus, as additional frequencies are allocated by regulatory agencies
around the world, wireless infrastructure equipment must be deployed to
commercialize these licenses.
WIRELESS INFRASTRUCTURE OEMS RELY ON SUBSYSTEM PROVIDERS. In order to meet
the demand for mobile wireless and fixed access broadband wireless services,
service providers are turning to systems integrators or OEMs to build out
infrastructure quickly, efficiently and in accordance with exacting performance
specifications. In addition, OEMs are looking to outsource the design and
manufacture of highly integrated, reliable subsystems in a cost effective
manner. This permits OEMs to accelerate their time to market and allows them to
leverage their core competencies of full system design and integration. By
outsourcing subsystems, OEMs promote competition among developers and
manufacturers, which leads to technological innovations in wireless
infrastructure equipment. Concurrently, OEMs are seeking to select a core group
of subsystem and component providers in order to reduce the supply and
management risks associated with the currently fragmented supplier base.
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THE REMEC SOLUTION
We are a leading designer and manufacturer of high frequency subsystems and
integrated components used in the transmission of voice, video and data traffic
over wireless communications networks and in defense applications. We market our
products to OEMs of wireless communications networks and network services
providers as well as to prime contractors in the defense industry.
We believe that our core competencies enable us to effectively address the
existing and emerging opportunities in the wireless communications
infrastructure equipment and defense markets. These core competencies include
the following:
INTEGRATION EXPERTISE. We design high performance subsystems over a broad
range of RF, microwave and millimeter frequencies, which require sophisticated
component integration. By effectively integrating a number of required microwave
functions into a single package, we are able to:
- improve performance and reduce cost through reduction in product size and
parts count;
- enhance performance through optimal partitioning and implementation of
functional elements; and
- reduce cost by minimizing "over engineering," through avoiding, the use
of higher performance, more costly components than are necessary in order
to compensate for performance degradation resulting from inefficiencies
due to combining stand alone components that are not designed to be
integrated into one system.
CONCURRENT ENGINEERING. We streamline and optimize the product development
cycle by employing "concurrent engineering," which includes the following
elements:
- joint participation with our customers at the conceptual design stage,
allowing us to suggest an architecture/ design that reduces cost and
increases performance at the integrated subsystem level;
- participation by our suppliers in the design process, thereby optimizing
material and device selections; and
- consideration of manufacturing constraints and limitations while
developing a product design in order to expedite the implementation of
the manufacturing process.
VERTICAL INTEGRATION OF DESIGN AND MANUFACTURING. Vertical integration of
design and manufacturing reduces product time to market and unit costs. With
vertical integration, we retain control of each step of the design and
manufacturing process while minimizing the use of outside sources and
subcontractors for key manufacturing processes and services. This vertical
integration also improves quality control, reliability and our ability to
implement volume production. We have enhanced our vertical integration
capability with recent acquisitions. These acquisitions include a surface mount
board assembly manufacturer, as well as several microwave component companies
that provide key functional capabilities to be used in the design of our
integrated subsystems.
BROAD FREQUENCY RANGE. Our technologies support the range of frequencies
utilized for mobile wireless and broadband wireless applications. Our microwave
technology expertise covers the full range of the frequency spectrum used for
existing wireless communications. Many of our subsystem competitors only address
select frequency bands in the subsystems they design, which makes them
vulnerable to technological advances in products that use frequency bands they
do not address. By being able to design and manufacture products across the
breadth of the wireless communications market, we can better address our
customers' needs and capitalize on our overall design and manufacturing
capabilities.
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STRATEGY
Our objective is to build on the strength of our core competencies to be
the supplier of choice of OEMs in the wireless infrastructure equipment industry
and prime contractors in the defense electronics industry. Our strategy includes
the following key elements:
LEVERAGE TECHNOLOGY LEADERSHIP. Through seventeen years of leadership in
high frequency applications in the defense and commercial industries, we believe
that we have one of the most advanced portfolios of products encompassing RF,
microwave and millimeter wave technologies. The skills that we developed in the
defense industry and honed in the commercial wireless market have enabled us to
develop solutions to achieve substantial reductions in the size and cost of
wireless infrastructure equipment. We intend to continue to integrate additional
functions into smaller packaging with fewer parts while meeting the reliability
and performance specifications of next generation wireless infrastructure
equipment.
CONTINUE TO DEVELOP STRONG STRATEGIC ALLIANCES WITH CUSTOMERS. By forming
lasting customer relationships through working closely with customers, we are
better able to develop insight into their system requirements and to design
specific products that meet their needs. We intend to continue to expand our key
customer alliances with leading infrastructure OEMs, such as Motorola, Digital
Microwave and Nokia, as well as working with emerging wireless equipment
suppliers, such as SpectraPoint. In addition, we intend to expand our
participation in significant defense programs with key prime contractors, such
as Raytheon, Northrop Grumman and Lockheed Martin. We will concentrate our
efforts on the commercial customers we believe will be the most successful in
selling their systems to service providers that require high volume production.
SUPPLY INTEGRATED MICROWAVE SUBSYSTEMS TO OEMS' WORLDWIDE OPERATIONS AND
EXPAND OUR INTERNATIONAL PRESENCE. Historically, we have been primarily a
supplier to the domestic operations of OEMs. Some of these and other OEMs also
have a significant global presence, including operations in Europe and Asia.
There is an opportunity to become the supplier for these OEMs in all of their
global markets. We believe that we are one of only a few microwave subsystem
companies that have the breadth of expertise in wireless communications
technology necessary to service these OEMs' worldwide operations. In addition to
servicing OEMs' worldwide operations, with our acquisition of United
Kingdom-based Airtech, we intend to increase our operations in Europe, initially
focusing on the mobile wireless market. We also intend to expand our existing
sales offices in Kuala Lumpur, Malaysia and Beijing, China to increase our sales
and distribution capabilities in Asia. Additional international activities may
include entering into strategic partner relationships with local marketing or
manufacturing companies in Asia.
SUPPLY NICHE PRODUCTS DIRECTLY TO NETWORK SERVICE PROVIDERS. We intend to
expand our marketing efforts to sell certain niche mobile wireless products
directly to network service providers. Although we do not intend to enter into
direct competition with our OEM customers, there are several niche microwave
transmission products that are not being marketed aggressively by OEMs,
including base station tower top products and mobile wireless coverage
enhancement products. We intend to expand our efforts to market these products
to network service providers when we can do so without competing directly with
our OEM customers.
ENHANCE HIGH VOLUME MANUFACTURING CAPABILITY. We intend to continue to
implement process manufacturing automation and believe that our ability to
develop a high level of automated product alignment and test capability will
help us to further improve our cost effectiveness and time to market. We also
intend to expand our foreign manufacturing operations, particularly in Costa
Rica, when appropriate, in order to lower our costs or to access an available
workforce. In addition, we intend to offer our manufacturing services to OEMs
and subsystem and component developers or manufacturers who need high volume
manufacturing of their own products either because of capacity constraints or
lack of manufacturing expertise.
PURSUE STRATEGIC ACQUISITIONS. We intend to continue to augment our
existing technology base by acquiring specialized technology companies that
complement our product offerings and market strategies. We believe that
expansion of our core competencies through the acquisition of such specialized
technology companies, when combined with our technological and manufacturing
skills, will allow us to achieve improved levels of integration.
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PRODUCTS
Virtually every wireless system contains a microwave transport subsystem
that performs the function of transforming modulated voice, data or video from
an intermediate frequency, or IF, signal into a microwave frequency signal for
transmitting or converting an incoming signal from microwave frequencies back
into an IF modulated voice, data or video signal. A microwave transport
subsystems may consist of a completely integrated unit or of several
interconnected modules and single function components.
MOBILE WIRELESS PRODUCTS. In this market, we sell multi-function microwave
modules, including delay filter assemblies, filter/low noise amplifier
assemblies and filter panel assemblies. We also supply components, including
filters, amplifiers, voltage controlled oscillators, or VCOs, and mixers that
are used by OEMs in base station infrastructure equipment. In addition, we also
sell directly to service providers complete microwave subsystems for network
coverage enhancement applications, including tower mounted amplifiers and tower
mounted boosters. These products eliminate the cable between the radio at the
bottom of the base station and the antenna at the top of the base station by
filtering and amplifying the transmit/receive signals at the base station tower
top. These tower top base stations may extend coverage by up to 30% to 40%. As
fully integrated microwave "front ends," these products provide the circuitry of
the radio that enables signals to be transmitted and received at microwave
frequencies and that can be used as the front end of low power transceiver
units. Active antenna and remote RF head products that allow IF, RF, microwave
or fiber optic backhaul are currently being developed to provide levels of
integration similar to that of the fixed wireless access and broadband satellite
access products. To address the niche but high growth in-building coverage
market, we have also developed in-building coverage products, including
repeaters, bi-directional amplifiers, multicarrier combiners/amplifiers and
fiber optic distribution modules. Our selling prices for mobile wireless
subsystems and components range from approximately $20 to $3,500.
POINT-TO-POINT BROADBAND WIRELESS PRODUCTS. We develop and supply high
(OC-3) and medium (Tl to 8T1) capacity point-to-point wireless transport
equipment deployed by network operators for backhaul of a variety of
communications traffic. Our products are utilized in systems that provide a cost
effective approach to data transport where land line access to TI lines or fiber
optic cable is not deployed or otherwise unavailable. For this market, we
manufacture microwave transport subsystems, including radios, outdoor units, or
ODUs, as well as individual microwave modules, including antennas, diplexers,
transceivers, synthesizers and power supplies, that provide microwave transport
functionality. As the market has become more horizontally segmented, there has
been a significant trend towards outsourcing the entire ODU, which allows our
OEM customers to focus on system engineering and network software. Using our
broad microwave engineering capabilities, we have been able to supply complete
microwave transport subsystems, which aids our customers in achieving their cost
reduction and time to market objectives. Our selling prices for point-to-point
broadband wireless subsystems and components range from approximately $80 to
$10,000.
POINT-TO-MULTIPOINT BROADBAND WIRELESS PRODUCTS. For this market, we
manufacture microwave transport subsystems, such as radios, customer premise
equipment and coverage enhancement products, as well as the individual microwave
modules that provide the microwave transport functionality. These modules
include antennas, diplexers, transceivers, synthesizers and power supplies.
Network systems integrators in this market typically outsource the entire radio
and, in many cases, the entire customer premises equipment. This outsourcing
allows these integrators to focus on their core competencies of system
engineering and network architecture. Our network service provider customers in
this market typically require specialized solutions to network-wide functional
needs. An example is our coverage enhancement product used in LMDS to solve
line-of-sight obstructions between base stations and potential customer sites,
which frequently impair transmission performance of our customers' LMDS
networks. Our selling prices for point-to-point multipoint subsystems and
components range from approximately $300 to $5,000.
SATELLITE-TO-MULTIPOINT BROADBAND PRODUCTS. Like the point-to-point and
point-to-multipoint markets, we have focused our VSAT and broadband satellite
business on ODU and customer premises equipment. We also provide microwave
modules such as power amplifiers to ODU integrators. Our satellite-to-multipoint
subsystems and components sell for less than $1,000.
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DEFENSE PRODUCTS. We focus our efforts in the defense electronics industry
on providing communication systems, subsystems and integrated components to
defense programs which we believe have the highest probability of follow-on
production. Our products are integrated into various defense tactical aircraft,
satellites, missile systems and smart weapons comprise the majority of the
platforms of our customers. The systems, subsystems and integrated components
are comprised of specialized combinations of components that perform a variety
of microwave functions, including filters, couplers, power dividers switches,
amplifiers, VCOs, mixers and multipliers, among others. Defense industry
programs for which we provide communication systems, subsystems and integrated
components include the following:
- the F-22 Stealth Tactical Fighter Aircraft program for the U.S. Air
Force;
- the Integrated Defensive Electronic Countermeasure System (IDECM) for the
U.S. Navy;
- the Advanced Medium Range Air to Air Missile (AMRAAM) program for the
U.S. Air Force;
- the Longbow Missile and Radar programs for the U.S. Army; and
- the Standard Missile for the U.S. Navy.
Our selling prices for defense subsystems and components range from
approximately $100 to $200,000.
CUSTOMERS
We derive significant revenues from a limited group of customers. For the
fiscal year ended January 31, 2000, our top ten customers comprised
approximately 60% of revenues, with no customer accounting for more than 10% of
total fiscal 2000 revenues other than the combined sales to Motorola, Inc. and
General Instrument which Motorola acquired in January 2000. The combined sales
to Motorola and General Instrument in fiscal 2000 accounted for 15.6% of fiscal
2000 revenues. In addition, in December 1999, we entered into a strategic supply
agreement with SpectraPoint Wireless LLC which we anticipate will provide a
significant portion of our revenues in the near future. We anticipate that we
will continue to derive significant revenues from sales to a relatively small
group of customers. If any of these customers cancels, reduces or delays orders
or product estimates given to us or shipments on account of their manufacturing
or supply difficulties, financial difficulties or reduction in demand for their
systems and products or otherwise, our revenues would be significantly reduced.
We sell our commercial wireless communications products primarily to OEMs,
that in turn integrate our products into wireless infrastructure equipment
solutions sold to network service providers. In addition, we also sell certain
niche products directly to network service providers. Our customers for
commercial wireless subsystems include the following:
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- - Motorola - Digital Microwave
- - General Instrument - Nokia
- - Alcatel - Lucent Technologies
- - P-COM - STM Wireless
- - SpectraPoint - Nortel Networks
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We also sell our wireless communications equipment to the major U.S.
defense prime contractors for integration into larger systems. Our customers for
defense communications equipment include the following:
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- - Raytheon - Northrop Grumman
- - ITT Industries - Lockheed Martin
- - TRW - Boeing
</TABLE>
SALES AND MARKETING
We use a team-based sales approach to facilitate close management of
relationships at multiple levels of a customer's organization, including
management, engineering and purchasing personnel. Our integrated sales approach
involves a team consisting of a senior executive, a business development
specialist, members of our
9
<PAGE> 10
engineering department and, occasionally, a local technical sales
representative. In particular, the use of experienced engineering personnel as
part of the sales effort enables close technical collaboration with the customer
during the design and qualification phase of new communications equipment which,
we believe, is critical to the integration of our products into our customers'
equipment. Our executive officers are also involved in all aspects of our
relationships with our major customers and work closely with their senior
management. To identify sales opportunities, we primarily utilize a direct sales
force that is supplemented by a group of manufacturer sales representatives.
We are rapidly expanding our international sales presence with direct sales
offices in Europe and Asia. Sales to customers residing outside of the U.S.
represented 15%, 13% and 18% of net sales in fiscal years ended January 31,
1998, 1999 and 2000, respectively. Our international sales do not include
products sold to foreign end users by our domestic customers.
PRODUCT AND MANUFACTURING GROUPS
Our business is divided among three major product-based groups, the
Broadband Wireless Group, the Integrated RF Solutions Group and the Defense
Products Group, as well as a fourth group named the Manufacturing Group. The
Broadband Wireless Group develops and manufactures fixed access wireless
communications infrastructure equipment integrated into wireless networks for
high speed voice, video, data and internet services. These services may be
offered by communications services providers to business and residential
customers through various distribution systems, including local multipoint
distribution systems, or LMDS, multichannel multipoint distribution systems, or
MMDS, and satellite systems. Subsidiaries within this group include REMEC
Magnum, REMEC Wireless, REMEC Nanowave and REMEC CSH. The products produced by
members of this group include high capacity point-to-point and
point-to-multipoint radios, system enhancing microwave repeaters and low cost
satellite ground systems.
The Integrated RF Solutions Group develops and manufactures highly
integrated RF products that improve the performance and cost effectiveness of
mobile wireless communications infrastructure equipment. The subsidiaries within
this group include REMEC Airtech, REMEC Wacom and REMEC Q-bit. The products
produced by this group are provided to worldwide OEMs and service providers and
include masthead amplifiers, boosters, high power and low noise amplifiers, as
well as integrated filtering and combining systems.
The Defense Products Group provides a broad spectrum of RF, microwave and
guidance products for systems integrated by prime contractors in military and
space applications. This group currently consists of REMEC Microwave and
Humphrey, with defense products also being produced by REMEC Magnum, REMEC
Nanowave and REMEC Q-bit. The Defense Group products range from critical
components and integrated modules to advanced integrated microwave assemblies
for radar, missiles, electronic warfare and communication/navigation systems.
The Manufacturing Group provides high volume production of microwave
products, including test and critical hybrid circuits, to the other product
groups. Subsidiaries or divisions within this group include REMEC Veritek, a
microwave adept automated surface mount assembly facility, REMEC Metal
Fabrication Center, a sophisticated metal fabrication design and volume
production facility, and REMEC Costa Rica and an affiliated maquiladora
operation in Mexico, both of which have high volume manufacturing facilities.
Members of the product groups also have manufacturing facilities.
MANUFACTURING
With the precise specifications required by our customers, we believe that
process expertise and discipline are key elements of successful high volume
production of wireless subsystems. We assemble, test, package and ship products
at our manufacturing facilities located in the following cities:
- San Diego, Poway, Escondido, San Jose, Santa Clara and Milpitas,
California;
- West Palm Bay, Florida;
- Waco, Texas;
- Toronto, Canada;
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<PAGE> 11
- San Jose, Costa Rica;
- Tijuana, Mexico; and
- Aylesbury, United Kingdom.
Since inception, we have been manufacturing products for defense programs
in compliance with the stringent MIL-Q-9858 specifications. We received ISO-9001
certification from the Defense Electronics Supply Center for our facilities at
Microwave. Other REMEC facilities that are ISO-9001 qualified include Wireless,
Humphrey, Q-bit, and Airtech. In addition, facilities at Veritek and REMEC Costa
Rica facilities are ISO-9002 qualified. ISO-9001 and ISO-9002 are standards
established by the International Organization for Standardization that provide a
methodology by which manufacturers can obtain quality certification. To assure
the highest product quality and reliability and to maximize control over the
complete manufacturing cycle and costs, we seek to achieve vertical integration
in the manufacturing process wherever appropriate.
Historically, the volume of our production requirements in the defense
markets was not sufficient to justify the widespread implementation of automated
manufacturing processes. As a result of expected growth in our commercial
wireless business, we are significantly increasing our manufacturing capacity.
Accordingly, we have introduced automated manufacturing techniques for product
assembly and testing and anticipate significant capital expenditures for this
purpose in the future.
We attempt to utilize standard parts and components that are available from
multiple vendors. However, certain components used in our products are currently
available only from single sources, and other components are available from only
a limited number of sources. Despite the risks associated with purchasing
components from single sources or from a limited number of sources, we have made
the strategic decision to select single source or limited source suppliers in
order to obtain lower pricing, receive more timely delivery and maintain quality
control. In 1997, we acquired Veritek which provides surface mount capabilities
and expertise. We also rely on contract manufacturers for circuit board
assembly. We generally order components and circuit boards from our suppliers
and contract manufacturers by purchase order on an as needed basis.
COMPETITION
The markets for our products are extremely competitive and are
characterized by rapid technological change, new product development, product
obsolescence and evolving industry standards. In addition, price competition is
intense, and the market prices and margins of our products may decline if
competitors begin making similar products. We face some competition from
component manufacturers who have integration capabilities, but we believe that
our primary competition is from the captive manufacturing operations of large
wireless communications OEMs, including all of the major telecommunications
equipment providers, and defense prime contractors. We believe that our future
success depends largely upon the extent to which these OEMs and defense prime
contractors elect to purchase subsystems and integrated components from outside
sources such as us. OEMs and defense prime contractors could develop greater
internal capabilities and manufacture these products exclusively in-house,
rather than outsourcing them, which would have a negative impact on our sales.
RESEARCH AND DEVELOPMENT
Our core competencies, including our emphasis on concurrent engineering,
rely heavily on our research and development capabilities. These capabilities,
including our breadth of engineering skills, have allowed us to develop products
that operate at the full range of existing frequencies used in commercial
wireless communications. Research and development expenses for the fiscal years
ended January 31, 1998, 1999 and 2000 were approximately $7.9 million, $10.9
million and $14.0 million, respectively. We expect that as our commercial
business expands, research and development expenses will increase in amount and
as a percentage of sales. Our research and development efforts in the defense
industry are conducted in direct response to the unique requirements of a
customer's order and, accordingly, are included in cost of sales and the related
funding in net sales. We believe that to remain competitive in the future we
will need to invest significant financial resources in research and development.
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<PAGE> 12
GOVERNMENT REGULATIONS
Our products are incorporated into commercial wireless communications
systems that are subject to regulation domestically by the FCC and
internationally by other government agencies. Although typically the equipment
operators and not us are responsible for compliance with these regulations,
regulatory changes, including changes in the allocation of available frequency
spectrum, could negatively affect our business by restricting development
efforts by our customers, making current products obsolete or increasing the
opportunity for additional competition. In addition, the increasing demand for
wireless telecommunications has exerted pressure on regulatory bodies worldwide
to adopt new standards for these products, generally following extensive
investigation of and deliberation over competing technologies. The delays
inherent in this governmental approval process have in the past caused and may
in the future cause the cancellation, postponement or rescheduling of the
installation of communications systems by our customers.
We are also subject to a variety of local, state, federal and foreign
governmental regulations relating to the storage, discharge, handling, emission,
generation, manufacture and disposal of toxic or other hazardous substances used
to manufacture our products. The failure to comply with current or future
regulations could result in the imposition of substantial fines on us,
suspension of production, alteration of our manufacturing processes or cessation
of operations.
Because of our participation in the defense industry, we are subject to
audit from time to time for our compliance with government regulations by
various agencies, including the Defense Contract Audit Agency, the Defense
Security Service, the Office of Federal Contract Compliance Programs and the
Defense Supply Center Columbus. These and other governmental agencies may also,
from time to time, conduct inquiries or investigations that may cover a broad
range of our business activity. Responding to any governmental audits, inquiries
or investigations may involve significant expense and divert management
attention. Also, an adverse finding in any such audit, inquiry or investigation
could involve penalties.
We believe that we operate our business in material compliance with
applicable government regulations.
INTELLECTUAL PROPERTY
We do not presently hold any patents on our significant products. In order
to protect our intellectual property rights, we rely on a combination of trade
secrets, copyrights and trademarks and employee and third party nondisclosure
agreements. We also limit access to and distribution of proprietary information.
The steps that we have taken to protect our intellectual property rights may not
be adequate to prevent misappropriation of our technology or to preclude
competitors from independently developing similar technology. Furthermore, in
the future, third parties may assert infringement claims against us or with
respect to our products. As to some of our products, we have agreed to indemnify
our customers against possible claims by third parties that the products
infringe their intellectual property rights. Asserting our rights or defending
against third party claims could involve substantial costs and diversion of
resources. If a third party was successful in a claim that one of our products
infringed the third party's proprietary rights, we may have to pay substantial
royalties or damages or remove that product from the marketplace. We might also
have to expend substantial financial and engineering resources in order to
modify the product so that it would no longer infringe on those proprietary
rights.
EMPLOYEES
As of January 31, 2000, we had a total of 2,388 employees, including 1,622
in manufacturing and operations, 305 in research, development and engineering,
140 in quality assurance, 59 in sales and marketing, and 262 in administration
and material procurement. We believe our future performance will depend in large
part on our ability to attract and retain highly skilled employees. None of our
employees is represented by a labor union, and we have not experienced any work
stoppage. We consider our employee relations to be good.
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<PAGE> 13
ITEM 2. PROPERTIES
Our principal administrative, engineering and manufacturing facilities are
located in ten buildings aggregating approximately 262,000 square feet in the
Southern California area. Our Southern California operations consist of five
facilities owned by us and five leased facilities located in San Diego,
Escondido and Poway, California. The leases of these facilities expire on
various dates beginning in June 2000 through February 2010. Our Northern
California operations are located in four leased buildings aggregating
approximately 80,000 square feet in San Jose, Milpitas, Burlingame and Santa
Clara, California. These leases expire on various dates between in November 2000
and October 2004. Q-bit owns a 51,000 square foot building located in West Palm
Bay, Florida. REMEC S.A. owns a 50,000 square foot building located in San Jose,
Costa Rica. Nanowave leases approximately 25,000 square feet in three buildings
located in Toronto, Canada, under leases that expire in September 2001. WACOM
owns a 31,000 square foot building located in Waco, Texas. Airtech owns a 33,000
square foot building located in Aylesbury, England. We believe that our existing
facilities are adequate to meet our current needs and that suitable additional
or alternative space will be available on commercially reasonable terms as
needed.
ITEM 3. LITIGATION
On April 19, 1999, a class action lawsuit was filed against us, some of our
officers and directors and the investment banking firms who 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 its colleagues 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 we made falsely positive statements
which artificially inflated the price of our stock prior to a secondary offering
completed in February 1998 in which REMEC and some of our officers and directors
sold stock, and that our 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.
We believe that the lawsuit is without merit, and we have been defending
against it vigorously through a motion to dismiss and otherwise. In addition, we
believe 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 us and our officers and directors, such a result
could have a significant negative impact on our 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 4. SUBMISSION OF MATTERS TO A VOTE OF SHAREHOLDERS
No matters were submitted to a vote of REMEC's shareholders during the last
quarter of its fiscal year ended January 31, 2000.
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<PAGE> 14
PART II
ITEM 5. MARKET FOR REMEC'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS
MARKET INFORMATION
Our common stock has been traded on the Nasdaq National Market since
February 1, 1996 under the symbol "REMC." The following table sets forth the
range of high and low closing sale prices of our common stock as reported on the
Nasdaq National Market for the quarterly periods indicated.
<TABLE>
<CAPTION>
HIGH LOW
------- -------
<S> <C> <C>
FISCAL 1999
First Quarter.............................. $29.000 $24.875
Second Quarter............................. 25.125 7.625
Third Quarter.............................. 10.625 7.313
Fourth Quarter............................. 21.938 11.469
FISCAL 2000
First Quarter.............................. $20.875 $11.063
Second Quarter............................. 17.688 12.188
Third Quarter.............................. 15.000 10.438
Fourth Quarter............................. 25.500 9.500
FISCAL 2001
First Quarter (through March 16, 2000)..... $54.000 $20.250
</TABLE>
DIVIDEND POLICY
REMEC currently intends to retain all future earnings, if any, for use in
the operation and development of its business and, therefore, does not expect to
declare or pay any cash dividends on its common stock in the foreseeable future.
REMEC's line of credit agreement restricts the amount of cash dividends that
REMEC may pay. See Note 4 to Consolidated Financial Statements.
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<PAGE> 15
ITEM 6. SELECTED FINANCIAL DATA
The selected consolidated financial data set forth below with respect to
REMEC's statements of income for each of the years in the three year period
ended January 31, 2000 and with respect to the balance sheets at January 31,
1999 and 2000, are derived from the audited consolidated financial statements
which are included elsewhere in this Annual Report on Form 10-K and are
qualified by reference to such financial statements. The statement of operations
data for the years ended January 31, 1996 and 1997 and the balance sheet data at
January 31, 1996, 1997 and 1998, are derived from audited financial statements
not included in this Annual Report on Form 10-K. The following selected
financial data should be read in conjunction with the Consolidated Financial
Statements for REMEC and notes thereto and Item 7 "Management's Discussion and
Analysis of Financial Condition and Results of Operations" included elsewhere
herein.
<TABLE>
<CAPTION>
FISCAL YEAR ENDED JANUARY 31,
---------------------------------------------------
1996 1997 1998 1999 2000
------- -------- -------- -------- --------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
STATEMENTS OF OPERATIONS(1):
Net sales......................................... $97,700 $131,643 $191,008 $179,215 $189,189
Cost of sales..................................... 68,776 95,359 132,349 137,443 143,580
------- -------- -------- -------- --------
Gross profit...................................... 28,924 36,284 58,659 41,772 45,609
Operating expenses:
Selling, general and administrative............. 18,159 23,313 31,210 36,835 38,189
Research and development........................ 4,707 6,349 7,887 10,903 13,994
Transaction costs............................... -- -- 1,069 -- 3,130
------- -------- -------- -------- --------
Total operating expenses................. 22,866 29,662 40,166 47,738 55,313
------- -------- -------- -------- --------
Income (loss) from operations..................... 6,058 6,622 18,493 (5,966) (9,704)
Gain on sale of subsidiary........................ -- -- 2,833 -- --
Interest income (expense) and other, net.......... (426) 15 2,314 3,008 2,601
------- -------- -------- -------- --------
Income (loss) before provision for income taxes... 5,632 6,637 23,640 (2,958) (7,103)
Provision (credit) for income taxes............... 2,328 3,780 8,886 1,873 (428)
------- -------- -------- -------- --------
Net income (loss)................................. 3,304 2,857 14,754 (4,831) (6,675)
Dividend accrued on Preferred Stock............... (80) (128) -- -- --
------- -------- -------- -------- --------
Income (loss) applicable to Common Stock.......... $ 3,224 $ 2,729 $ 14,754 $ (4,831) $ (6,675)
======= ======== ======== ======== ========
Earnings per share:
Basic........................................... $ .23 $ .15 $ .65 ($ .20) ($ .27)
======= ======== ======== ======== ========
Diluted......................................... $ .23 $ .15 $ .64 ($ .20) ($ .27)
======= ======== ======== ======== ========
Shares used in per share calculations computing
earnings per share:
Basic........................................... 13,819 17,633 22,535 24,722 25,147
======= ======== ======== ======== ========
Diluted......................................... 13,936 17,944 23,228 24,722 25,147
======= ======== ======== ======== ========
</TABLE>
<TABLE>
<CAPTION>
AT JANUARY 31,
---------------------------------------------------
1996 1997 1998 1999 2000
------- -------- -------- -------- --------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
BALANCE SHEET DATA(1):
Cash and cash equivalents......................... $ 4,146 $ 75,134 $ 47,966 $ 83,012 $ 34,836
Working capital................................... 19,575 100,673 99,221 133,807 95,610
Total assets...................................... 53,798 151,524 179,082 218,571 223,929
Long-term debt.................................... 4,781 3,234 -- -- 5,049
Total shareholders' equity........................ 29,722 121,639 145,990 191,607 187,892
</TABLE>
- ---------------
(1) REMEC acquired Airtech in April 1999, Q-bit in October 1997, C&S Hybrid in
June 1997, Radian in February 1997, and Magnum in August 1996, and each of
which was accounted for as a pooling of interests and, as such, all
financial amounts contained in the above table have been restated to include
the financial results and data of Airtech, Q-bit, C&S Hybrid, Radian and
Magnum, and for all periods presented. REMEC acquired WACOM Products, Inc.
in March 1999, Smartwaves International in February 1999, Nanowave
Technologies Inc. in October 1997 and Verified Technical Corporation in
March 1997 in transactions accounted for as purchases.
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<PAGE> 16
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
We commenced operations in 1983 and have 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, LP, or WACOM;
REMEC Airtech Ltd, or Airtech; and REMEC Inc., S.A., or REMEC Costa Rica. Our
consolidated results of operations also include the operations of RF
Microsystems, or RFM for the period from April 30, 1996 to August 26, 1997.
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 have been 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.
RESULTS OF OPERATIONS
The following table sets forth, as a percentage of total net sales, certain
consolidated statements of income data for the periods indicated.
<TABLE>
<CAPTION>
FISCAL YEARS ENDED
JANUARY 31,
-----------------------
1998 1999 2000
----- ----- -----
<S> <C> <C> <C>
Net sales........................................... 100.0% 100.0% 100.0%
Cost of sales....................................... 69.3 76.7 75.9
----- ----- -----
Gross profit...................................... 30.7 23.3 24.1
Operating expenses:
Selling, general and administrative............... 16.3 20.6 20.1
Research and development.......................... 4.1 6.1 7.4
Transaction costs................................. 0.6 -- 1.7
----- ----- -----
Total operating expenses....................... 21.0 26.7 29.2
----- ----- -----
Income (loss) from operations....................... 9.7 (3.4) (5.1)
Gain on sale of subsidiary.......................... 1.5 -- --
Interest income and other, net...................... 1.2 1.7 1.4
----- ----- -----
Income (loss) before provision (credit) for income
taxes............................................. 12.4 (1.7) (3.7)
Provision (credit)for income taxes.................. 4.7 1.0 (0.2)
----- ----- -----
Net income (loss)................................... 7.7% (2.7)% (3.5)%
===== ===== =====
</TABLE>
FISCAL YEAR ENDED JANUARY 31, 2000 VS. FISCAL YEAR ENDED JANUARY 31, 1999
NET SALES. Net sales increased 5.6% from $179.2 million during fiscal 1999
to $189.2 million during fiscal 2000. The increase in sales was primarily
attributable to the increased demand from REMEC's commercial customers,
including approximately $3.8 million of revenue generated by customers of WACOM,
which was acquired during fiscal 2000.
GROSS PROFIT. Gross profit increased 9.2% from $41.8 million in fiscal 1999
to $45.6 million in fiscal 2000. Despite charges to operations during fiscal
2000 of approximately $7.35 million associated with inventory obsolescence,
anticipated product warranty costs and write-downs of certain fixed assets,
gross margins as a percentage of net sales increased from 23.3% in fiscal 1999
to 24.1% in fiscal 2000. In fiscal 1999, gross
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<PAGE> 17
margins were adversely affected by costs associated with Airtech's MHA warranty
upgrade program. The improvement in gross margins during fiscal 2000 is
primarily attributable to the absence of such costs.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses, or SG&A, increased 3.7% from $36.8 million in fiscal
1999 to $38.2 million in fiscal 2000. The increase in SG&A was primarily
attributable to costs incurred at WACOM, which was acquired during fiscal 2000.
As a percentage of net sales, SG&A expenses decreased from 20.6% in fiscal 1999
to 20.1% in fiscal 2000 due to the increase in sales.
RESEARCH AND DEVELOPMENT EXPENSES. Research and development expenses
increased 28.3% from $10.9 million in fiscal 1999 to $14.0 million in fiscal
2000, and as a percentage of net sales, increased from 6.1% in fiscal 1999 to
7.4% in fiscal 2000. These expenditures are almost entirely attributable to the
wireless communications business and reflect increased activity associated with
new product development.
TRANSACTION COSTS. REMEC's results of operations for fiscal 2000 include
$3.1 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 comparable prior year period.
INTEREST INCOME AND OTHER, NET. Interest income and other, net decreased
13.5% from $3.0 million in fiscal 1999 to $2.6 million in fiscal 2000. The
decrease in interest income was due to a decrease in the amount of cash
available for investing as a result of significant capital expenditures
associated with the expansion of REMEC's wireless communications business and
the cash paid for the acquisitions of Smartwaves International and Wacom
Products, Inc.
PROVISION (CREDIT) FOR INCOME TAXES. Income tax expense decreased 121.1%
from $1.9 million in fiscal year 1999 to a credit for income taxes of $.4
million in fiscal 2000. The decrease in income tax expense reflects the tax
benefit of $1.0 million related to research and experimentation tax credits, the
benefit of tax credits for certain capital expenditures, the effect of tax
exempt interest income and a decrease in domestic income before taxes of $11.3
million.
FISCAL YEAR ENDED JANUARY 31, 1999 VS. FISCAL YEAR ENDED JANUARY 31, 1998
NET SALES. Net sales decreased 6.2% from $191.0 million in fiscal 1998 to
$179.2 million during fiscal 1999. The decrease in sales was primarily
attributable to the decreased revenues from our Airtech subsidiary, which was
acquired in April 1999 in a transaction accounted for as pooling of interests.
The decline in Airtech's sales was attributable to delays in new PCS mobile
infrastructure "roll-outs" in the United States, delays to one customer's new
product program, financial instability in the Far East that impacted new mobile
infrastructure projects in the region and customers delaying orders pending
availability of Airtech's next generation production, the G3 MHA.
GROSS PROFIT. Gross profit decreased 28.8% from $58.7 million in fiscal
1998 to $41.8 million in fiscal 1999. As a percentage of net sales, gross profit
decreased from 30.7% in fiscal 1998 to 23.3% in fiscal 1999. The fluctuations in
gross margins are primarily attributable to costs associated with Airtech's MHA
warranty upgrade program, changes in the mix of products sold and reduced
production volume at certain of our subsidiaries.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. SG&A expenses increased 18.0%
from $31.2 million in fiscal 1998 to $36.8 million in fiscal 1999. The increase
in SG&A was primarily attributable to inclusion of a full year of SG&A expenses
from our Veritek subsidiary, which was acquired in March 1999, and our Nanowave
subsidiary, which was acquired in October 1997, both in transactions accounted
for as purchases. Therefore, a full year's operations is not included in fiscal
1998 results of operations for Veritek and Nanowave. In addition, the increase
in SG&A was also due to increased administrative expenses related to Airtech's
continued development of its international sales infrastructure in the Far East
and accounting and legal expenses associated with an income tax credit study
completed during fiscal 1999. As a percentage of net sales, SG&A expenses
increased from 16.3% in fiscal 1998 to 20.6% in fiscal 1999, due to the factors
discussed above.
RESEARCH AND DEVELOPMENT EXPENSES. Research and development expenses
increased 38.2% from $7.9 million in fiscal 1998 to $10.9 million in fiscal
1999, and as a percentage of net sales, research and
17
<PAGE> 18
development expenses increased from 4.1% in fiscal 1998 to 6.1% in fiscal 1999.
These expenditures are almost entirely attributable to the commercial wireless
business and reflect an increase in activity associated with new product
development.
TRANSACTION COSTS. Our results of operations for fiscal 1998 include $1.1
million of transaction costs associated with our acquisitions of Radian
Technology, Inc., C&S Hybrid, Inc. and Q-bit Corporation. There were no similar
costs in fiscal 1999.
GAIN ON SALE OF SUBSIDIARY. Our results of operations for fiscal 1998
include the gain from the sale of RFM. There was no similar gain in fiscal 1999.
INTEREST INCOME AND OTHER, NET. Interest income and other, net increased
from $2.3 million in fiscal 1998 to $3.0 million in fiscal 1999. This increase
was due to the increased level of cash available for investment as a result of
the funds generated from REMEC's follow-on public offering which was completed
in March 1998.
PROVISION FOR INCOME TAXES. Income tax expense decreased 78.9% from $8.9
million in fiscal 1998 to $1.9 million in fiscal 1999. The decrease in income
tax expense reflects the tax benefit of $2.0 million related to the recognition
of research and experimentation tax credits pertaining to previously filed
income tax returns, the benefit of tax credits for certain capital expenditures,
the effect of tax exempt interest income and a decrease in domestic income
before taxes of $12.1 million
LIQUIDITY AND CAPITAL RESOURCES
At January 31, 2000, we had $95.6 million of working capital which included
cash and cash equivalents totaling $34.8 million. We also have a $9.0 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, or LIBOR. The revolving working capital line of credit terminates
on July 3, 2000. As of January 31, 2000, there were no borrowings under this
credit facility. In February 2000, we amended leasing arrangements relating to
some of our facilities by pledging $17.0 million in cash as collateral for the
remaining lease payments on these facilities. At January 31, 2000, our Airtech
subsidiary had borrowings of $5.3 million under a long term credit facility.
This obligation was repaid in February 2000.
During fiscal 2000, the cash flows from non-cash expenses (primarily
depreciation and amortization) were offset by our operating loss and the
increase in inventories and trade accounts receivable. Receivables increased
during this period due to the increase in sales and an increase in the length of
time that customers were taking to pay invoices. Inventories increased due to
the need to support anticipated sales growth.
During fiscal 2000, $55.9 million was used in investing activities
primarily in connection with: $23.2 million incurred in capital expenditures;
$5.8 million (net of cash acquired) paid to acquire Wacom Products and the
assets of Smartwaves International; an increase in restricted cash of $17.0
million; and a $9.8 million increase in other assets, primarily consisting of a
$4.6 million investment in an unconsolidated company and a $5.0 million loan to
this same company. The bulk of the capital expenditures were associated with the
expansion of our wireless communications business. The above expenditures were
financed primarily by cash on hand. Our future capital expenditures may continue
to be significant as a result of wireless communications expansion requirements.
Financing activities generated approximately $7.9 million during fiscal
2000, principally as a result of the proceeds borrowed under a mortgage
obligation at our Airtech subsidiary, net of repayments, and net proceeds of
$3.3 million generated by the issuance of shares in connection with our Employee
Stock Purchase Plan and from stock option exercises.
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. We believe that available capital resources will
be adequate to fund our operations for at least the twelve-month period ending
January 31, 2001.
18
<PAGE> 19
YEAR 2000
In prior years, we discussed the nature and progress of our plans to become
year 2000 ready. In late 1999, we completed our remediation and testing of
systems. As a result of those planning and implementation efforts, we
experienced no significant disruptions in mission critical information
technology and non-information technology systems, and we believe those systems
successfully responded to the year 2000 date change. We are not aware of any
material problems resulting from year 2000 issues, either with our products, our
internal systems or the products and services of third parties. We will continue
to monitor our mission critical computer applications and those of our suppliers
and vendors throughout the year 2000 to ensure that any latent year 2000 matters
that may arise are addressed promptly.
ITEM 7(A). QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
INTEREST RATE RISK
We are exposed to changes in interest rates to the extent of its borrowings
under its revolving working capital line of credit and revolving term loan. At
January 31, 2000, we had no borrowings under these credit facilities and,
therefore, no exposure to interest rate movement on its debt. We also will be
affected by changes in interest rates in its investments in certain
held-to-maturity securities. Under our current policies, we do not use interest
rate derivative instruments to manage exposure to interest rate changes. A
hypothetical 100 basis point increase in interest rates in our held-to-maturity
securities would not materially effect the fair value of these securities at
January 31, 2000.
FOREIGN CURRENCY EXCHANGE RATE
Our 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 our 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 and the foreign currency derivative
instruments in place at year end, a hypothetical 10% weakening of the U.S.
dollar relative to all other currencies would not materially adversely affect
expected first quarter 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. We review our position each month for expected currency exchange
rate movements.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The response to this item is included as a separate section following Item
14 of this Annual Report on Form 10-K.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
19
<PAGE> 20
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF REMEC
Information pertaining to directors of REMEC is set forth under the caption
"Election of Directors -- Nominees" in REMEC's Proxy Statement (the "2000 Proxy
Statement") for the Annual Meeting of Shareholders expected to be held on June
2, 2000 and is incorporated by reference into this Annual Report on Form 10-K.
Information relating to compliance with Section 16(a) of the Securities Exchange
Act of 1934 is set forth in the 2000 Proxy Statement under the caption
"Management -- Compliance with Section 16(a) of the Exchange Act" and is
incorporated by reference into this Annual Report on Form 10-K.
MANAGEMENT
OFFICERS AND DIRECTORS
Our executive officers and directors, and their ages as of January 31,
2000, are as follows:
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Ronald E. Ragland(l) 58 Chairman of the Board and Chief Executive Officer
Errol Ekaireb 61 President, Chief Operating Officer and Director
Jack A. Giles 57 Executive Vice President, President Defense Group and REMEC
Microwave and Director
Joseph T. Lee 45 Executive Vice President, Chief Strategic Officer and
Director
James Mongillo 61 Executive Vice President and President Broadband Wireless
Group and REMEC Magnum
Nicholas J.S. Randall 48 Executive Vice President, President Integrated RF Solutions
Group and REMEC Airtech Ltd.
Denny E. Morgan 46 Senior Vice President, Chief Engineer and Director
Tao Chow 48 Senior Vice President and President REMEC CSH
Michael D. McDonald 46 Senior Vice President, Chief Financial Officer and Secretary
H. Clark Hickock 44 Senior Vice President, Business Operations
Jon E. Opalski 37 Senior Vice President, General Manager Integrated RF
Solution Group and Managing Director REMEC Airtech
Jerry B. Collum 62 Senior Vice President and President Metal Fab Center
Justin Miller 50 Vice President and President REMEC Canada and REMEC Nanowave
Thomas A. Corcoran(1)(2) 55 Director
Mark D. Dankberg(3) 44 Director
William H. Gibbs(1)(2) 56 Director
Andre R. Horn(3) 71 Director
Jeffrey M. Nash(2)(3) 52 Director
</TABLE>
- ---------------
(1) Member of the Nominating Committee
(2) Member of the Compensation Committee
(3) Member of the Audit Committee
RONALD E. RAGLAND was a founder of REMEC and has served as our Chairman of
the Board and Chief Executive Officer since January 1983. Prior to founding
REMEC, he was General Manager of KW Engineering and held program management
positions with Ford Aerospace Communications Corp., E-Systems, Inc. and United
Telecommunications, Inc. Mr. Ragland was a Captain in the United States Army
20
<PAGE> 21
and holds a B.S.E.E. degree from Missouri University at Rolla and an M.S.E.E.
degree from St. Louis University.
ERROL EKAIREB has served as President and Chief Operating Officer of REMEC
since 1990 and as a director since 1985. Mr. Ekaireb served as Vice President of
REMEC from 1984 to 1987 and as Executive Vice President and Chief Operating
Officer from 1987 to 1990. Prior to joining us, he spent 23 years with Ford
Aerospace Communications Corp. Mr. Ekaireb holds B.S.E.E. and B.S.M.E. degrees
from West Coast University and has completed the University of California, Los
Angeles Executive Program.
JACK A. GILES joined REMEC in 1984. He was elected as a director in 1984,
Vice President in 1985, Executive Vice President in 1987, President of REMEC
Microwave in 1994 and President Defense Group in 1999. Prior to joining us, he
spent approximately 19 years with Texas Instruments in program management and
marketing. Mr. Giles holds a B.S.M.E. degree from the University of Arkansas and
is a graduate of Defense Systems Management College.
JOSEPH T. LEE has been a director and Executive Vice President of REMEC
since the completion of our acquisition of Magnum in September 1996. He served
as President of our Northern California Operations from December 1997 until he
was elected Chief Strategic Officer in September, 1999. Prior to our acquisition
of Magnum, he was Chairman of the Board, President and Chief Executive Officer
of Magnum. Mr. Lee holds a B.S.E.E. degree from the University of Michigan and
M.S.E.E. and ENGINEER degrees from Stanford University.
JAMES MONGILLO joined REMEC as a Senior Vice President in February 1997,
following the completion of our acquisition of Radian Technology. In June 1999,
Mr. Mongillo was elected Executive Vice President and named President of the
REMEC Wireless Broadband Group. Mr. Mongillo also serves as President of REMEC
Magnum. Prior to the acquisition of Radian Technology, he was the Chairman of
the Board, President and Chief Executive Officer of Radian. Mr. Mongillo holds a
B.S.E.E. degree from Brown University.
NICHOLAS J.S. RANDALL joined REMEC as Executive Vice President, President
Integrated RF Solutions Group and Executive Chairman of REMEC Europe plc and
REMEC Airtech Ltd. in April 1999, following the completion of our acquisition of
Airtech. Prior to the acquisition, Mr. Randall served as Executive Chairman of
Airtech from the time he purchased the original Airtech business in 1998. From
1980 to 1988, he served as Managing Director of Oxford Technology Ltd., a start
up operation within Oxford Instruments Group. From 1977 to 1980, he was an
Operations Director for EMI Medical, Inc., and prior to that he worked for
Perkins Elmer, Inc. for ten years. Mr. Randall holds a Higher National Diploma
in mechanical engineering from High Wycombe College in England and an M.B.A.
from the University of Connecticut.
DENNY E. MORGAN was a founder of REMEC and has served as Senior Vice
President, Chief Engineer and a director of REMEC since January 1983. Prior to
joining us, he worked with KW Engineering, Micromega, General Dynamics
Corporation and Pacific Aerosystems, Inc. Mr. Morgan holds a B.S.E.E. degree
from the Massachusetts Institute of Technology and was the Four Year
Chancellor's Intern Fellowship Recipient at the University of California, Los
Angeles.
TAO CHOW has served as the President and a director of REMEC CSH and Senior
Vice President of REMEC since the completion of our acquisition of C&S Hybrid in
July 1997. Mr. Chow was a founder of C&S Hybrid and served as its President and
as a director from September 1984 until its acquisition by us. Mr. Chow has also
served as a director and the President and Chief Financial officer of Custom
Micro Machining, Inc. since 1990, and as a director of Applied Thin-Film
Products since April 1995. Mr. Chow holds a B.S.E.E. degree from National
Chiao-Tung University in Taiwan and a M.S.E.E. degree from the University of
California, Los Angeles.
MICHAEL D. MCDONALD was appointed Senior Vice President, Chief Financial
Officer and Secretary in December 1997. Prior to our acquisition of Magnum, he
had been Vice President and Chief Financial Officer of Magnum. Prior to joining
Magnum in 1984, he worked at Watkins-Johnson Company. Mr. McDonald holds a B.S.
degree from the University of San Francisco and an M.B.A. degree from California
Polytechnic State University at San Luis Obispo.
21
<PAGE> 22
H. CLARK HICKOCK has served as Senior Vice President, Business Operations
since 1998 and Vice President, Business Operations since 1994. Mr. Hickock is
also currently serving as Acting Vice President, Human Resources. Prior to
joining REMEC, he was with E-Systems Garland Division for 16 years. Mr. Hickock
holds a B.A. in Economics and Finance from the University of Texas.
JON E. OPALSKI has served in a variety of positions with REMEC since 1984.
He was elected Senior Vice President, General Manager Integrated RF Solutions
Group and Managing Director, REMEC Airtech in August 1999, and prior to that Mr.
Opalski served as Senior Vice President, Marketing and Strategic Planning and
President, General Manager, REMEC Wireless. He holds a B.S.E.E. from
Massachusetts Institute of Technology.
JERRY B. COLLUM has served in a variety of positions with REMEC since July
1984. He was elected Senior Vice President and President, Metal Fab Center in
December 1999, and prior to that he served as Vice President and General Manager
Operations Support Division. From February 1968 to July 1984, Mr. Collum was
employed by Texas Instruments. Mr. Collum holds a B.S. in mechanical engineering
from Lamar University.
JUSTIN MILLER has served as President and director of REMEC Nanowave and
REMEC Canada and Vice President of REMEC since October 1997. Prior to our
Nanowave acquisition, he was a founder of Nanowave and served as its President
and a director since 1992. Prior to that, he served as Vice
President-Engineering of Microwave Technologies, a division of Lucas Industries
plc. Dr. Miller holds a Ph.D. from the University of Warwick.
THOMAS A. CORCORAN was elected a director of REMEC in May 1996. Mr.
Corcoran has been the President and Chief Executive Officer of Allegheny
Technologies Incorporated since October 1999. Prior to that, Mr. Corcoran was a
Vice President and the President and Chief Operating Officer of the Space and
Strategic Missiles sector of Lockheed Martin Corporation from October 1998 to
September 1999. From March 1995 to September 1998, he was the President and
Chief Operating Officer of the Electronics sector of Lockheed Martin. From 1993
to 1995 Mr. Corcoran was President of the Electronics Group of Martin Marietta
Corporation, and from 1983 to 1993 he held various management positions with the
Aerospace segment of General Electric Company. Mr. Corcoran is Chairman of the
Board of Teledyne Technologies, Inc., and a director of Allegheny Technologies
and L-3 Communications Holdings, Inc. Mr. Corcoran is a member of the Board of
Trustees of Worcester Polytechnic Institute, the Board of Trustees of Stevens
Institute of Technology and the Board of Governors of the Electronic Industries
Association.
MARK D. DANKBERG joined REMEC as a director in September, 1999. Mr.
Dankberg was a founder of, and has served as Chairman of the Board, President
and Chief Executive Officer of ViaSat, Inc. since its inception in May 1986. Mr.
Dankberg also serves as a director of Connected Systems, a privately held
company that develops and manufacturers digital voice messaging systems. Prior
to founding ViaSat, he was Assistant Vice President of M/A-COM Linkabit, a
manufacturer of satellite telecommunications equipment, from 1979 to 1986 and
Communications Engineer for Rockwell International from 1977 to 1979. Mr.
Dankberg holds B.S.E.E. and M.E.E. degrees from Rice University.
WILLIAM H. GIBBS was elected a director of REMEC in May 1996. Mr. Gibbs was
the President and Chief Executive Office of DH Technology, Inc. from November
1985 to January 1998 and was Chairman Board of Directors of DH Technology, Inc.
from March 1987 through October 1997. From August 1983 to November 1985, he held
various positions, including those of President and Chief Operating Officer,
with Computer and Communications Technology, a supplier of rigid disc magnetic
recording heads to the peripheral equipment segment of the computer industry.
ANDRE R. HORN has been a director of REMEC since 1988. Mr. Horn is the
retired Chairman of the Board of Joy Manufacturing Company. From 1985 to 1991,
Mr. Horn served as the Chairman of the Board of Needham & Company, Inc., which
is serving as one of the representatives of the underwriters in the offering
made by this prospectus. He currently holds the honorary position of Chairman
Emeritus of Needham &
22
<PAGE> 23
Company, Inc. Mr. Horn is a director of Western Digital Corporation, a computer
equipment manufacturer, and Varco International, Inc., a manufacturer of
petroleum industry equipment.
JEFFREY M. NASH has been a director of REMEC since 1988. From 1995 to 1998,
he was the President, Chief Executive Officer and a Director of TransTech
Information Management Systems, Inc. Since 1994, Dr. Nash has been Chairman,
Chief Executive Officer and President of Digital Perceptions, Inc., and, from
1989 to 1994, he was the Chief Executive Officer and President of Visqus as well
as Conner Technology, Inc., both subsidiaries of Conner Peripherals, Inc. Dr.
Nash is currently a director of ViaSat, Inc., a manufacturer of satellite
communication equipment, and several private companies, including Prisa
Networks, Orincon Corporation, StoragePont.Com and Tiernan Communications Inc.
ITEM 11. EXECUTIVE COMPENSATION
Information pertaining to executive compensation is set forth under the
caption "Management -- Executive Compensation" in the 2000 Proxy Statement and
is incorporated by reference into this Annual Report on Form 10-K.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information pertaining to security ownership of REMEC's Common Stock is set
forth under "Management -- Security Ownership of Certain Beneficial Owners and
Management" in the 2000 Proxy Statement and is incorporated by reference into
this Annual Report on Form 10-K.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information pertaining to certain relationships and related transactions is
set forth under "Certain Relationships and Related Transactions" in the 2000
Proxy Statement and is incorporated by reference into this Annual Report on Form
10-K.
23
<PAGE> 24
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) 1. FINANCIAL STATEMENTS
Report of Independent Auditors
Consolidated Balance Sheets at January 31, 2000 and 1999
Consolidated Statements of Income for the years ended January 31, 2000,
1999 and 1998
Consolidated Statements of Shareholders' Equity as of January 31, 2000,
1999 and 1998
Consolidated Statements of Cash Flows for the years ended January 31,
2000, 1999 and 1998
Notes to Consolidated Financial Statements
2. FINANCIAL STATEMENT SCHEDULE
Schedule II: Valuation and Qualifying Accounts
All other schedules are omitted since the required information is not
present or is not present in amounts sufficient to require submission of the
schedules or because the information required is included in the Consolidated
Financial Statements or Notes thereto.
3. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<C> <S>
3.1(1) Restated Articles of Incorporation
3.2(1) By-Laws, as amended
10.1(1) Equity Incentive Plan
10.2(1) Employee Stock Purchase Plan
10.3(1) Form of Indemnification Agreements between Registrant and
its officers and directors
10.4(2) 1996 Nonemployee Directors Stock Option Plan
10.5(3) Second Amended and Restated Loan Agreement between REMEC and
The Union Bank of California, N.A., dated June 25, 1998, as
amended
10.6(3) Participation Agreement dated as of August 25, 1998 among
REMEC, Union Bank of California N.A., and certain other
parties identified therein
10.7(3) Master Lease dated as of August 25, 1998, between Union Bank
of California, N.A., as Certificate Trustee, and REMEC
10.8(3) Lessee Guarantee executed by REMEC dated as of August 25,
1998.
10.9(4) Strategic Supply Agreement between REMEC and SpectraPoint
Wireless LLC dated December 23, 1999 (portions of this
agreement have been redacted, and REMEC has requested that
the Securities and Exchange Commission grant confidential
treatment to the redacted portions of this agreement)
10.10(4) Third Amendment to Participation Agreement between REMEC and
the Union Bank of California, N.A., dated February 24, 2000
21.1(4) Subsidiaries of REMEC
23.1(4) Consent of Ernst & Young LLP, Independent Auditors
23.2(4) Consent of Arthur Andersen, Independent Auditors
24.1 Power of Attorney (included on Page S-1 of this Annual
Report on Form 10-K)
27.1(4) Financial Data Schedule
</TABLE>
- ---------------
(1) Previously filed with the Securities and Exchange Commission on February 1,
1996 as an exhibit to REMEC's Registration Statement on Form S-1 (No.
333-80381) and incorporated by reference into this Annual Report on Form
10-K.
24
<PAGE> 25
(2) Previously filed with the Securities and Exchange Commission on November 25,
1996 as an exhibit to REMEC's Registration Statement on Form S-8 (No.
333-16687) and incorporated by reference into this Annual Report on Form
10-K.
(3) Previously filed with the Securities and Exchange Commission on March 25,
1999 as an exhibit to REMEC's Annual Report on Form 10-K for the year ended
January 31, 1999 and incorporated by reference into this Annual Report on
Form 10-K.
(4) Filed with this Annual Report on Form 10-K.
(b) REPORT ON FORM 8-K
There were no reports on Form 8-K filed in the fourth quarter of fiscal
2000.
25
<PAGE> 26
INDEX TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
REMEC, INC
Report of Ernst & Young LLP, Independent Auditors........... F-2
Report of Arthur Andersen, Independent Auditors............. F-3
Consolidated Balance Sheets at January 31, 2000 and 1999.... F-4
Consolidated Statements of Income for the years ended
January 31, 2000, 1999 and 1998........................... F-5
Consolidated Statements of Shareholders' Equity as of
January 31, 2000, 1999 and 1998........................... F-6
Consolidated Statements of Cash Flows for the years ended
January 31, 2000, 1999 and 1998........................... F-7
Notes to Consolidated Financial Statements.................. F-8
</TABLE>
F-1
<PAGE> 27
REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
The Board of Directors and Shareholders
REMEC, Inc.
We have audited the accompanying consolidated balance sheets of REMEC, Inc.
as of January 31, 2000 and 1999, and the related consolidated statements of
income, shareholders' equity, and cash flows for each of the three years in the
period ended January 31, 2000. These financial statements are the responsibility
of REMEC's management. Our responsibility is to express an opinion on these
financial statements based on our audits. We did not audit the financial
statements of Airtech plc, a wholly-owned subsidiary, which statements reflect
total assets constituting 5% in 1999, and total revenues constituting 12% and
18% in 1999 and 1998, respectively, of the related consolidated totals. Those
statements were audited by other auditors whose report has been furnished to us,
and our opinion, insofar as it relates to data included for Airtech plc, is
based solely on the report of the other auditors.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. 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 and the report of other
auditors provide a reasonable basis for our opinion.
In our opinion, based on our audits and the report of other auditors, the
financial statements referred to above present fairly, in all material respects,
the consolidated financial position of REMEC, Inc. at January 31, 2000 and 1999,
and the consolidated results of its operations and its cash flows for each of
the three years in the period ended January 31, 2000 in conformity with
accounting principles generally accepted in the United States.
/s/ ERNST & YOUNG LLP
--------------------------------------
ERNST & YOUNG LLP
San Diego, California
February 25, 2000
F-2
<PAGE> 28
REPORT OF ARTHUR ANDERSEN, INDEPENDENT AUDITORS
TO THE SHAREHOLDERS OF AIRTECH PLC
We have audited the financial statements of Airtech plc and its
subsidiaries ("Group") as of December 31, 1998 and December 31, 1997 and of the
Group's results from operations and cash flows for each of the years then ended.
These financial statements have not been prepared for the purposes of section
226 of the Companies Act 1985 and are therefor not statutory accounts.
RESPECTIVE RESPONSIBILITIES OF DIRECTORS AND AUDITORS
The company's directors are responsible for the preparation of the
financial statements. It is our responsibility to form an independent opinion,
based on our audit, on those statements and to report our opinion to you.
BASIS OF OPINION
We conducted our audit in accordance with Auditing Standards issued by the
Auditing Practices Board in the United Kingdom which are substantially
consistent with generally accepted auditing standards in the United States. An
audit includes examination, on a test basis, of evidence relevant to the amounts
and disclosures in the financial statements. It also includes an assessment of
the significant estimates and judgements made by the directors in the
preparation of the financial statements, and of whether the accounting policies
are appropriate to the circumstances of the Group, consistently applied and
adequately disclosed.
We planned and performed our audit so as to obtain all the information and
explanations which we considered necessary in order to provide us with
sufficient evidence to give reasonable assurance that the financial statements
are free from material misstatement, whether caused by fraud or other
irregularity or error. In forming our opinion we have also evaluated the overall
adequacy of the presentation of information in the financial statements.
OPINION
In our opinion the financial statements give a true and fair view of the
state of affairs of the Group at December 31, 1998 and December 31, 1997, and of
the Group's results from operations and cash flows for each of the years then
ended in accordance with generally accepted accounting principles in the United
Kingdom.
Accounting practices used by the Group in preparing the accompanying
financial statements conform with generally accepted accounting principles in
the United Kingdom, but do not conform with accounting principles generally
accepted in the United States. A description of these differences and a
reconciliation of consolidated net income and shareholders' equity to U.S.
generally accepted accounting principles is set forth in Note 29 to the
financial statements of the Group.
/s/ ARTHUR ANDERSEN
- ------------------------------------------------------
Arthur Andersen
Chartered Accountants
St. Albans, England
24 March 1999
F-3
<PAGE> 29
REMEC, INC.
CONSOLIDATED BALANCE SHEETS
ASSETS
<TABLE>
<CAPTION>
JANUARY 31,
----------------------------
2000 1999
------------ ------------
<S> <C> <C>
Cash and cash equivalents................................... $ 34,835,897 $ 83,011,819
Accounts receivable, net of allowance for doubtful accounts
of $908,664 and $1,040,955 at January 31, 2000 and 1999,
respectively.............................................. 33,112,158 27,294,544
Inventories, net............................................ 42,147,112 38,311,527
Deferred income taxes....................................... 8,470,215 4,425,725
Prepaid expenses and other current assets................... 1,615,688 3,596,020
------------ ------------
Total current assets.............................. 120,181,070 156,639,635
Property, plant and equipment, net.......................... 60,289,940 44,706,757
Restricted cash............................................. 17,049,299 --
Intangible and other assets................................. 26,408,693 17,224,432
------------ ------------
$223,929,002 $218,570,824
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Line of credit borrowings................................... $ -- $ 75,413
Accounts payable............................................ 8,320,165 8,155,490
Accrued salaries, benefits and related taxes................ 5,531,136 5,383,932
Income taxes payable........................................ 1,250,236 --
Accrued expenses and other current liabilities.............. 9,469,204 9,217,867
------------ ------------
Total current liabilities......................... 24,570,741 22,832,702
Deferred income taxes....................................... 6,417,215 4,131,534
Long term debt.............................................. 5,048,783 --
Commitments
Shareholders' equity:
Preferred shares -- $.01 par value, 5,000,000 shares
authorized; none issued and outstanding................... -- --
Common shares -- $.01 par value, 70,000,000 shares
authorized; issued and outstanding shares -- 25,430,458
and 24,879,870 at January 31, 2000 and 1999,
respectively.............................................. 254,303 248,797
Paid-in capital............................................. 170,133,382 165,632,527
Accumulated other comprehensive income...................... 64,848 257,000
Retained earnings........................................... 17,439,730 25,468,264
------------ ------------
187,892,263 191,606,588
------------ ------------
Total shareholders' equity........................ $223,929,002 $218,570,824
============ ============
</TABLE>
See accompanying notes.
F-4
<PAGE> 30
REMEC, INC.
CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
YEARS ENDED JANUARY 31,
--------------------------------------------
2000 1999 1998
------------ ------------ ------------
<S> <C> <C> <C>
Net sales........................................ $189,189,319 $179,214,967 $191,007,929
Cost of sales.................................... 143,580,168 137,442,678 132,348,510
------------ ------------ ------------
Gross profit..................................... 45,609,151 41,772,289 58,659,419
Operating expenses:
Selling, general and administrative.............. 38,189,435 36,835,437 31,210,847
Research and development......................... 13,993,831 10,903,143 7,886,984
Transactions costs............................... 3,130,000 -- 1,069,000
------------ ------------ ------------
Total operating expenses......................... 55,313,266 47,738,580 40,166,831
------------ ------------ ------------
Income (loss) from operations.................... (9,704,115) (5,966,291) 18,492,588
Gain on sale of subsidiary....................... -- -- 2,833,240
Interest income and other, net................... 2,601,255 3,008,099 2,314,329
------------ ------------ ------------
Income (loss) before provision (credit) for
income taxes................................... (7,102,860) (2,958,192) 23,640,157
Provision (credit) for income taxes.............. (428,192) 1,873,083 8,885,799
------------ ------------ ------------
Net income (loss)................................ $ (6,674,668) $ (4,831,275) $ 14,754,358
============ ============ ============
Earnings (loss) per common share:
Basic.......................................... $ (.27) $ (.20) $ .65
============ ============ ============
Diluted........................................ $ (.27) $ (.20) $ .64
============ ============ ============
Shares used in computing earnings (loss) per
common share:
Basic.......................................... 25,147,000 24,722,000 22,535,000
============ ============ ============
Diluted........................................ 25,147,000 24,722,000 23,228,000
============ ============ ============
</TABLE>
See accompanying notes.
F-5
<PAGE> 31
REMEC, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>
COMMON SHARES
--------------------- PAID-IN COMPREHENSIVE RETAINED
SHARES AMOUNT CAPITAL INCOME EARNINGS TOTAL
---------- -------- ------------ ------------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
Balance at January 31, 1997... 22,229,836 $222,300 $105,339,742 $ 679,000 $15,397,614 $121,638,656
Adjustment for net equity
activity of pooled
companies................. -- -- -- -- 147,567 147,567
Issuance of common shares... 647,206 6,472 9,515,468 -- -- 9,521,940
Income tax benefits related
to employee stock purchase
plan and stock options
exercised................. -- -- 535,013 -- -- 535,013
Compensation related to
stock options granted..... -- -- 12,000 -- -- 12,000
Foreign exchange translation
adjustment................ -- -- -- (620,000) -- (620,000)
Net income.................. -- -- -- -- 14,754,358 14,754,358
----------- ------------
Comprehensive income........ -- -- -- -- -- 14,134,358
---------- -------- ------------ --------- ----------- ------------
Balance at January 31, 1998... 22,877,042 228,772 115,402,223 59,000 30,299,539 145,989,534
Issuance of common shares... 2,369,328 23,690 52,652,461 -- -- 52,676,151
Purchase and retirement of
common shares............. (366,500) (3,665) (2,847,741) -- -- (2,851,406)
Income tax benefits related
to employee stock purchase
plan and stock options
exercised................. -- -- 286,584 -- -- 286,584
Rent free period charges.... -- -- 139,000 -- -- 139,000
Foreign exchange translation
adjustment................ -- -- -- 198,000 -- 198,000
Net loss.................... -- -- -- -- (4,831,275) (4,831,275)
----------- ------------
Comprehensive loss.......... -- -- -- -- -- (4,633,275)
---------- -------- ------------ --------- ----------- ------------
Balance at January 31, 1999... 24,879,870 248,797 165,632,527 257,000 25,468,264 191,606,588
Adjustment for net equity
activity of pooled
company................... -- -- -- (40,514) (1,353,866) (1,394,380)
Issuance of common shares... 550,588 5,506 4,448,113 -- -- 4,453,619
Income tax benefits related
to employee stock purchase
plan and stock options
exercised................. -- -- 52,742 -- -- 52,742
Foreign exchange translation
adjustment................ -- -- -- (151,638) -- (151,638)
Net loss.................... -- -- -- -- (6,674,668) (6,674,668)
----------- ------------
Comprehensive loss.......... -- -- -- -- -- (6,826,306)
---------- -------- ------------ --------- ----------- ------------
Balance at January 31, 2000... 25,430,458 $254,303 $170,133,382 $ 64,848 $17,439,730 $187,892,263
========== ======== ============ ========= =========== ============
</TABLE>
See accompanying notes.
F-6
<PAGE> 32
REMEC, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
YEARS ENDED JANUARY 31,
--------------------------------------------
2000 1999 1998
------------ ------------ ------------
<S> <C> <C> <C>
OPERATING ACTIVITIES:
Net income (loss)................................ $ (6,674,668) $ (4,831,275) $ 14,754,358
Adjustments to reconcile net income (loss) to net
cash provided (used) by operating activities:
Depreciation and amortization.................... 13,377,751 9,930,248 6,018,811
Gain on sale of subsidiary....................... -- -- (2,833,240)
Rent charge...................................... -- 139,000 --
Compensation related to stock options............ -- -- 12,000
Deferred income taxes............................ (1,924,609) 1,310,214 (2,289,832)
Changes in operating assets and liabilities:
Accounts receivable............................ (6,678,210) 7,078,440 (11,450,349)
Inventories.................................... (2,553,599) (1,583,860) (10,102,804)
Prepaid expenses and other current assets...... 2,177,209 (2,017,634) 218,838
Accounts payable............................... 360,729 (3,922,833) 1,006,941
Accrued expenses and income taxes payable...... 1,952,082 160,763 2,711,733
------------ ------------ ------------
Net cash provided (used) by operating
activities..................................... 36,685 6,263,063 (1,953,544)
INVESTING ACTIVITIES:
Additions to property, plant and equipment....... (23,198,820) (18,278,506) (18,659,394)
Payment for acquisitions, net of cash acquired... (5,825,237) -- (5,066,075)
Proceeds from sale of subsidiary................. -- -- 5,000,000
Restricted cash.................................. (17,049,299) -- --
Other assets..................................... (9,790,245) (1,589,380) 120,637
------------ ------------ ------------
Net cash used by investing activities............ (55,863,601) (19,867,886) (18,604,832)
FINANCING ACTIVITIES:
Proceeds from credit facilities and long-term
debt........................................... 6,026,147 -- 12,212,858
Repayments on credit facilities and long-term
debt........................................... (1,465,749) (1,391,305) (21,283,512)
Purchase and retirement of common shares......... -- (2,851,406) --
Proceeds from issuance of common shares.......... 3,348,753 52,676,151 2,898,273
------------ ------------ ------------
Net cash provided (used) by financing
activities..................................... 7,909,151 48,433,440 (6,172,381)
Effect of exchange rate changes.................. 5,031 217,101 (111,000)
------------ ------------ ------------
Increase (decrease) in cash and cash
equivalents.................................... (47,912,734) 35,045,718 (26,841,757)
Cash and cash equivalents at beginning of year... 83,011,819 47,966,101 75,134,362
Adjustment for net cash activity of pooled
companies...................................... (263,188) -- (326,504)
------------ ------------ ------------
Cash and cash equivalents at end of year......... $ 34,835,897 $ 83,011,819 $ 47,966,101
============ ============ ============
Supplemental disclosures of cash flow
information:
Cash paid for:
Interest......................................... $ 208,000 $ 98,000 $ 440,000
============ ============ ============
Income taxes..................................... $ 808,000 $ 4,661,000 $ 10,162,000
============ ============ ============
Supplemental disclosure of noncash investing and
financing activities:
Assets acquired under credit facilities.......... $ -- $ -- $ 444,000
============ ============ ============
Common shares issued in acquisitions............. $ 540,000 $ -- $ 6,624,000
============ ============ ============
</TABLE>
See accompanying notes.
F-7
<PAGE> 33
REMEC, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. REMEC AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization and Nature of Business and Basis of Presentation
REMEC, Inc. was incorporated in the State of California in January 1983.
REMEC operates in a single business segment consisting of the research, design,
development and manufacture of microwave and radio frequency (RF) components and
subsystems and precision instruments for control and measurement systems. In May
1995, REMEC incorporated REMEC Wireless, Inc. (a wholly owned subsidiary) to
research, design, develop and manufacture products based on microwave
technologies for commercial customers. In fiscal 1997, REMEC acquired Magnum
Microwave Corporation, a manufacturer of microwave components and subsystems, in
a transaction accounted for as a pooling of interests. During 1997, REMEC also
acquired RF Microsystems, Inc. ("RFM"), a satellite communications engineering
company, in a transaction accounted for as a purchase. During fiscal 1998, REMEC
acquired Radian Technology, Inc., C&S Hybrid, Inc., and Q-bit Corporation, in a
series of transactions accounted for as poolings of interests. During fiscal
1998, REMEC also acquired Verified Technical Corporation and Nanowave
Technologies Inc. in transactions which were accounted for as purchases and sold
its RFM subsidiary. In fiscal 2000, the Company acquired Airtech plc in a
transaction accounted for as a pooling of interests. During fiscal 2000, REMEC
also acquired Smartwaves International and Wacom Products, Inc. in transactions
which were accounted for as purchases.
Principles of Consolidation
The consolidated financial statements include the accounts of REMEC and its
wholly owned subsidiaries REMEC Microwave, Inc., REMEC Wireless, Inc., Humphrey,
Inc., REMEC Magnum, Inc., REMEC Veritek, Inc., REMEC CSH, Inc., REMEC Nanowave,
Inc., REMEC Q-bit, Inc., Airtech plc, REMEC WACOM L.P. and REMEC Inc. S.A.
REMEC's consolidated financial statements also include the accounts of RF
Microsystems, Inc. from April 30, 1996 through August 26, 1997 (date of sale).
All intercompany accounts and transactions have been eliminated in
consolidation.
Cash and Cash Equivalents
REMEC considers all highly liquid investments with an original maturity of
three months or less at the date of acquisition to be cash equivalents. REMEC
evaluates the financial strength of institutions at which significant
investments are made and believes the related credit risk is limited to an
acceptable level.
Statement of Financial Accounting Standard (SFAS) No. 115, "Accounting for
Certain Investments in Debt and Equity Securities" requires companies to record
certain debt and equity security investments at market value. At January 31,
2000 and 1999, the cost of cash equivalents approximated fair value.
Pledged Assets
During fiscal 2000, the Company entered into a security agreement with a
bank whereby the Company agreed to pledge approximately $17.0 million in
connection with the collateralization of a lease with an affiliate of the bank.
The cash pledged in connection with this agreement is included in the
consolidated balance sheet as restricted cash.
Concentration of Credit Risk
Accounts receivable are principally from U.S. government contractors,
companies in foreign countries and domestic customers in the telecommunications
industry. Credit is extended based on an evaluation of the customer's financial
condition and generally collateral is not required. REMEC performs periodic
credit evaluations of its customers and maintains reserves for potential credit
losses.
F-8
<PAGE> 34
REMEC, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Inventory
Inventories are stated at the lower of weighted average cost or market. In
accordance with industry practice, REMEC has adopted a policy of capitalizing
general and administrative costs as a component of the cost of government
contract related inventories to achieve a better matching of costs with the
related revenues.
Progress Payments
Progress payments received from customers are offset against inventories
associated with the contracts for which the payments were received.
Long-Lived Assets
Property, plant and equipment is stated at cost less accumulated
depreciation. Depreciation is provided using the straight-line method over the
estimated useful lives of the assets which range from three to thirty years.
Leasehold improvements are amortized using the straight-line method over the
shorter of their estimated useful lives or the lease period.
Intangible assets in the accompanying balance sheets are primarily
comprised of goodwill, trademarks and acquired technology recorded in connection
with the acquisitions of Humphrey, Inc., RF Microsystems, Inc., Verified
Technical Corporation, Nanowave Technologies Inc., Smartwaves International and
Wacom Products, Inc. (See Note 2). These assets are being amortized using the
straight-line method over the estimated useful lives of the relevant intangibles
ranging from nine to fifteen years, respectively. Amortization expense related
to intangible assets totaled $1,891,191, $1,597,189, and $766,616 for fiscal
years 2000, 1999 and 1998, respectively.
SFAS No. 121 "Accounting for Long-Lived Assets and Long-Lived Assets to be
Disposed Of" established standards for recording the impairment of long-lived
assets, including property, equipment and leasehold improvements, intangible
assets and goodwill. In accordance with this Statement, REMEC reviews the
carrying value of property, equipment and leasehold improvements for evidence of
impairment through comparison of the undiscounted cash flows generated from
those assets to the related carrying amounts of those assets. The carrying value
of intangible assets are evaluated for impairment through comparison of the
undiscounted cash flows derived from those assets to the carrying value of the
related intangibles. If impairment is indicated, the Company will value the
long-lived assets at fair value.
Foreign Currency Translation
Foreign currency balance sheet accounts are translated into United States
dollars at a rate of exchange in effect at fiscal year end. Income and expenses
are translated at the average rates of exchange in effect during the year. The
related translation adjustments are made directly to a separate component of
shareholders' equity.
Revenue Recognition
Revenues from product sales are recognized upon shipment of product and
transfer of title to customers. Revenues associated with the performance of
non-recurring engineering and development contracts are recognized when earned
under the terms of the related contract. Revenues for cost-reimbursement
contracts are recorded as costs are incurred and includes estimated earned fees
in the proportion that costs incurred to date bears to estimated costs.
Prospective losses on long-term contracts are based upon the anticipated excess
of inventoriable manufacturing costs over the selling price of the remaining
units to be delivered. Actual losses could differ from those estimated due to
changes in the ultimate manufacturing costs and contract terms.
F-9
<PAGE> 35
REMEC, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Research and Development
Research and development costs incurred by REMEC are expensed in the period
incurred.
Net Income 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. (See Note 2.)
The following table reconciles the shares used in computing basic and
diluted earnings per share in the respective fiscal years:
<TABLE>
<CAPTION>
YEARS ENDED JANUARY 31,
--------------------------------------
2000 1999 1998
---------- ---------- ----------
<S> <C> <C> <C>
Weighted average common shares
outstanding used in basic earnings
per share calculation................ 25,147,000 24,722,000 22,535,000
Effect of dilutive stock options....... -- -- 693,000
---------- ---------- ----------
Shares used in diluted earnings per
share calculation.................... 25,147,000 24,722,000 23,228,000
========== ========== ==========
</TABLE>
Dilutive securities may include options, warrants, preferred stock as if
converted and restricted stock subject to vesting. Potentially dilutive
securities (which include options) totaling 508,000 and 454,000 for the years
ended January 31, 2000 and 1999, respectively, were excluded from the
calculation of diluted earnings per share because of their anti-dilutive effect.
On June 6, 1997, REMEC's Board of Directors approved a three-for-two stock
split of REMEC'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 in the consolidated financial statements have been adjusted
to reflect the stock dividend for all periods presented.
Stock Options
REMEC has elected to follow APB 25 and related Interpretations in
accounting for its employee stock options because the alternative fair value
accounting provided for under SFAS No. 123, "Accounting for Stock-Based
Compensation" requires use of option valuation models that were not developed
for use in valuing employee stock options. Under APB 25, because the exercise
price of REMEC's employee stock options equals the market price of the
underlying stock on the date of grant, no compensation expense is recognized.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions about the future that affect the amounts reported in the
consolidated financial statements. These estimates include assessing the
collectibility of accounts receivable, the usage and recoverability of
inventories and long-lived assets and the incurrence of losses on long term
contracts and warranty costs. The markets for REMEC's products are extremely
competitive and are characterized by rapid technological change, new product
development, product obsolescence and evolving
F-10
<PAGE> 36
REMEC, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
industry standards. In addition, price competition is intense and significant
price erosion generally occurs over the life of a product. As a result of such
factors, actual results could differ from the estimates used by management.
Comprehensive Income
The Company 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).
Segment Information
SFAS No. 131, "Segment Information," amends the requirements for public
enterprises to report financial and descriptive information about its reportable
operating segments. Operating segments, as defined in SFAS No. 131, are
components of an enterprise for which separate financial information is
available and is evaluated regularly by REMEC in deciding how to allocate
resources and in assessing performance. The financial information is required to
be reported on the basis that is used internally for evaluating this segment
performance. REMEC operates in one business and operating segment only, and
therefore adoption of this standard did not have a material impact on REMEC's
financial statements.
Recently Issued Accounting Standards
In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities," which
establishes accounting and reporting standards for derivative instruments and
hedging activities. The Statement will require the recognition of all
derivatives on the Company's balance sheet at fair value. The Financing
Accounting Standards Board has subsequently delayed implementation of the
standard for the financial years beginning after June 15, 2000. The Company
expects to adopt the new Statement effective February 1, 2001. The impact on the
Company's financial statements can not yet be determined.
2. ACQUISITION TRANSACTIONS
Airtech plc ("Airtech")
On April 29, 1999, REMEC acquired Airtech, a United Kingdom based
manufacturer of coverage enhancement products for wireless mobile communication
networks, in exchange for approximately 1.7 million shares of REMEC's common
stock. Prior to the combination, Airtech's fiscal year ended on December 31. In
recording the business combination, Airtech's financial statements for its
fiscal years ended December 31, 1998, 1997 and 1996 were combined with REMEC's
for its fiscal years ended January 31, 1999, 1998 and 1997, respectively.
Airtech's net sales and net loss for the one month period ended January 31, 1999
were $208,683 and $1,353,867, respectively. In accordance with Accounting
Principles Board Opinion No. 16 ("APB No. 16"), Airtech's results of operations
and cash flows for the one-month period ended January 31, 1999 have been added
directly to the retained earnings and cash flows of REMEC and excluded from
reported fiscal 2000 results of operations and cash flows. Airtech's revenues
and net loss for the period from February 1, 1999 through the date of
acquisition totaled $5,637,000 and $1,682,000, respectively.
F-11
<PAGE> 37
REMEC, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Wacom Products, Inc. ("WACOM")
In March 1999, REMEC formed a limited partnership, REMEC WACOM L.P. ("REMEC
WACOM") for the purpose of acquiring WACOM, a manufacturer of commercial radio
frequency filters for specialized communications applications. On March 29,
1999, REMEC WACOM acquired the assets and assumed all of the obligations of
WACOM, in exchange for cash consideration of $6,850,000. The acquisition has
been accounted for as a purchase, and accordingly, the total purchase price has
been allocated to the acquired assets and liabilities assumed at their estimated
fair values in accordance with the provisions of APB No. 16. The estimated
excess of the purchase price over the net assets acquired of $2,007,000 has been
recorded as an intangible asset, and is being amortized over 8 years. REMEC's
consolidated financial statements include the results of REMEC WACOM from March
29, 1999 forward.
Assuming that the acquisition of WACOM had occurred on February 1, 1998,
pro forma condensed consolidated results of operations would be as follows (in
thousands except per share amounts):
<TABLE>
<CAPTION>
YEAR ENDED JANUARY 31,
----------------------
2000 1999
--------- ---------
(UNAUDITED)
<S> <C> <C>
Net sales.............................. $190,286 $184,520
Net loss............................... (6,513) (3,255)
Loss per share:
Basic................................ $ (.26) $ (.13)
Diluted.............................. $ (.26) $ (.13)
</TABLE>
Smartwaves International ("Smartwaves")
On February 12, 1999, the Company acquired the assets of Smartwaves in
exchange for cash consideration of $200,000 and 30,000 shares of REMEC's common
stock with a fair value of $540,000. The acquisition has been accounted for as a
purchase, and accordingly, the total purchase price has been allocated to the
acquired assets at their estimated fair values in accordance with the provisions
of APB No. 16. The excess of the purchase price over the net assets acquired of
$710,000 has been recorded as an intangible asset and is being amortized over an
estimated life of 8 years. The pro forma results of operations of REMEC and
Smartwaves assuming that Smartwaves was acquired on February 1, 1998 would not
be materially different than reported results.
Nanowave Technologies Inc. ("Nanowave")
In October 1997, REMEC formed REMEC Canada (as a wholly owned subsidiary)
for the purpose of facilitating the acquisition of Canadian companies, including
the then contemplated acquisition of Nanowave, a manufacturer of amplifier based
microwave and millimeter wave components and multi-function modules. On October
29, 1997, REMEC Canada acquired all of the outstanding common stock of Nanowave
in exchange for cash consideration of $4,025,000 and 182,183 Dividend Access
Shares with a fair value of $4,646,000 which was equal to the fair value of an
equivalent number of common shares of REMEC on the date of acquisition. These
Dividend Access Shares are convertible at any time into an equivalent number of
shares of REMEC Common Stock at the option of the security holder. The
acquisition has been accounted for as a purchase, and accordingly, the total
purchase price has been allocated to the acquired assets and liabilities assumed
at their estimated fair values in accordance with the provisions of APB No. 16.
The excess of the purchase price over the net assets acquired of $11,130,000 has
been recorded as intangible assets (acquired technology, trademarks, assembled
workforce and goodwill), and is being amortized over periods ranging from 9 to
15 years.
F-12
<PAGE> 38
REMEC, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Assuming that the acquisition of Nanowave had occurred on the first day of
REMEC's fiscal year ended January 31, 1998, pro forma condensed consolidated
results of operations would have been as follows (in thousands except per share
amounts):
<TABLE>
<CAPTION>
YEAR ENDED
JANUARY 31, 1998
----------------
(UNAUDITED)
<S> <C>
Net sales..................................... $195,532
Net income applicable to common
shareholders................................ 14,307
Earnings per share
Basic....................................... $ .63
Diluted..................................... $ .61
</TABLE>
RF Microsystems, Inc. ("RFM")
Effective April 30, 1996, REMEC acquired all of the outstanding common
stock of RFM and certain other assets in a transaction accounted for as a
purchase. Upon completion of the acquisition, certain tangible and intangible
assets associated with the design and production of commercial wireless products
with a fair value of approximately $3.8 million were transferred to another
subsidiary of REMEC. On August 26, 1997, REMEC sold its RFM subsidiary in
exchange for cash consideration of $5.0 million. The sale resulted in an
after-tax gain of $1,728,000 or $.08 per share. REMEC's fiscal 1998 consolidated
financial statements include the results of RFM through the date of sale.
Other Acquisitions
Prior to fiscal 2000, the Company had acquired several other companies in
transactions accounted for as poolings of interests, including Magnum Microwave
Corporation (August 1996), Radian Technology, Inc. (February 1997), C&S Hybrid,
Inc. (June 1997), and Q-bit Corporation (October 1997). REMEC's historical
financial results have been adjusted to include the results of operations of
each of these companies.
3. FINANCIAL STATEMENT DETAILS
Inventories
Inventories consist of the following:
<TABLE>
<CAPTION>
JANUARY 31,
--------------------------
2000 1999
----------- -----------
<S> <C> <C>
Raw Materials..................................... $22,629,600 $21,999,579
Work in progress.................................. 19,567,775 16,406,379
----------- -----------
42,197,375 38,405,958
Less unliquidated progress payments............... (50,263) (94,431)
----------- -----------
$42,147,112 $38,311,527
=========== ===========
</TABLE>
Inventories related to contracts with prime contractors to the U.S.
Government included capitalized general and administrative expenses of
$1,811,000 and $2,286,000 at January 31, 2000 and 1999, respectively. REMEC had
a reserve for obsolete and unusable inventory of $6,599,000 and $3,804,000 as of
January 31, 2000 and 1999, respectively.
F-13
<PAGE> 39
REMEC, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Property, Plant and Equipment
Property, plant and equipment consist of the following:
<TABLE>
<CAPTION>
JANUARY 31,
----------------------------
2000 1999
------------ ------------
<S> <C> <C>
Land, building and improvements................. $ 15,940,298 $ 3,361,097
Machinery and equipment......................... 86,691,206 74,261,052
Furniture and fixtures.......................... 6,801,918 4,153,572
Leasehold improvements.......................... 4,187,566 4,645,064
------------ ------------
113,620,988 86,420,785
Less accumulated depreciation and
amortization.................................. (53,331,048) (41,714,028)
------------ ------------
$ 60,289,940 $ 44,706,757
============ ============
</TABLE>
Depreciation expense for the years ended January 31, 2000, 1999 and 1998
was $11,486,560, $8,333,059 and $5,252,195, respectively.
Intangible and Other Assets
Intangible and other assets consist of the following:
<TABLE>
<CAPTION>
JANUARY 31,
--------------------------
2000 1999
----------- -----------
<S> <C> <C>
Acquired technology............................... $ 9,014,036 $ 8,358,556
Goodwill.......................................... 9,783,232 7,775,775
Trademarks and other intangible assets............ 2,300,000 2,250,000
----------- -----------
21,097,268 18,384,331
Less accumulated amortization..................... (4,875,248) (2,988,645)
----------- -----------
16,222,020 15,395,686
Other assets...................................... 10,186,673 1,828,746
----------- -----------
$26,408,693 $17,224,432
=========== ===========
</TABLE>
At January 31, 2000, the Company had an investment of $9.6 million in an
unconsolidated company which consists of convertible debt and preferred stock.
The carrying value of the investment approximates its fair value. The investment
is included in other assets in the consolidated balance sheet.
4. BANK REVOLVING LINE-OF-CREDIT FACILITY
REMEC has a $9,000,000 working capital line-of-credit facility with a bank,
which expires July 3, 2000. Interest is due monthly on advances at a fixed
spread over the London Interbank Offered Rate (7.25% at January 31, 2000). At
January 31, 2000, there were no outstanding borrowings on the facility.
Advances under this agreement are secured by substantially all assets of
REMEC. The agreement also contains covenants which require REMEC to maintain
certain financial ratios, achieve specified levels of profitability, restrict
the incurrence of additional debt, limit the payment of cash dividends, and
include certain other restrictions. As of January 31, 2000, REMEC was in
compliance with all covenants specified.
5. LONG TERM DEBT
At January 31, 2000, the Company's Airtech subsidiary had borrowings of
$5,274,000 (including current maturities of $225,000) under a long term credit
facility. The carrying amount of the long term credit facility
F-14
<PAGE> 40
REMEC, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
approximates its fair value and the implicit interest rate approximates the
Company's borrowing rate. This obligation was repaid in February 2000.
6. SHAREHOLDERS' EQUITY
Equity Offerings
In March 1998, REMEC issued in a public offering an additional 1,990,000
shares of common stock. The net proceeds from this offering were $49,563,500.
Certain shareholders also sold 1,000,000 shares of REMEC common stock as part of
this offering.
Stock Option Plans
REMEC's 1995 Equity Incentive Plan provides for the grant of incentive
stock options, non-qualified stock options, restricted stock awards, stock
purchase rights or performance shares to employees of REMEC. During fiscal 2000,
REMEC's shareholders approved an increase in the number of shares available for
issuance under the Plan by 1,625,000 shares to a total of 5,000,000 shares of
common stock. The exercise price of the incentive stock options must at least
equal the fair market value of the common stock on the date of grant, and the
exercise price of non-qualified options may be no less than 85% of the fair
market value of the common stock on the date of grant. Options granted under the
plans vest over a period of three to four years and expire from four and
one-half years to nine years from the date of grant.
REMEC also maintains the 1996 Nonemployee Directors Stock Option Plan under
which 300,000 common shares have been reserved for non-qualified stock option
grants to nonemployee directors of REMEC. Under the Plan, option grants are
automatically made on an annual basis at the fair market value of the stock on
the date of grant. Options granted under the Plan vest over three to four years
and expire four and one-half to nine years from the date of grant.
REMEC had maintained previous stock option plans prior to the inception of
the 1995 Equity Incentive Plan. These incentive plans were terminated upon the
closing of REMEC's initial public offering in February 1996 and all outstanding
options remain exercisable in accordance with their original terms.
A summary of REMEC's stock option activity and related information is as
follows:
<TABLE>
<CAPTION>
YEARS ENDED JANUARY 31,
------------------------------------------------------------------------------------------
2000 1999 1998
---------------------------- ---------------------------- ----------------------------
WEIGHTED AVERAGE WEIGHTED AVERAGE WEIGHTED AVERAGE
OPTIONS EXERCISE PRICE OPTIONS EXERCISE PRICE OPTIONS EXERCISE PRICE
--------- ---------------- --------- ---------------- --------- ----------------
<S> <C> <C> <C> <C> <C> <C>
Outstanding --
beginning of year.. 2,375,471 $15.60 1,690,974 $16.86 928,538 $ 7.71
Granted............ 902,720 13.06 1,141,120 15.99 1,024,214 22.42
Exercised.......... (194,859) 6.91 (93,801) 4.85 (170,965) 4.37
Forfeited.......... (46,923) 15.62 (362,822) 25.44 (90,813) 10.17
--------- ------ --------- ------ --------- ------
Outstanding -- end of
year............... 3,036,409 $15.40 2,375,471 $15.60 1,690,974 $16.86
========= ====== ========= ====== ========= ======
</TABLE>
F-15
<PAGE> 41
REMEC, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
The following table summarizes by price range the number, weighted average
exercise price and weighted average life (in years) of options outstanding and
the number and weighted average exercise price of exercisable options as of
January 31, 2000:
<TABLE>
<CAPTION>
TOTAL OUTSTANDING
--------------------------------- TOTAL EXERCISABLE
WEIGHTED AVERAGE ----------------------------
NUMBER --------------------- NUMBER WEIGHTED AVERAGE
PRICE RANGE OF SHARES EXERCISE PRICE LIFE OF SHARES EXERCISE PRICE
- --------------------- --------- -------------- ---- --------- ----------------
<S> <C> <C> <C> <C> <C>
$ 1.61 - $ 7.40 44,736 $ 1.83 2.1 37,033 $ 1.91
$ 7.41 - $11.10 865,204 $ 9.41 5.9 363,103 $ 9.52
$11.11 - $14.80 1,166,661 $12.98 6.3 255,961 $14.05
$14.81 - $22.20 518,683 $20.85 3.0 272,958 $21.21
$22.21 - $25.90 188,125 $25.37 2.3 101,825 $25.46
$25.91 - $37.00 253,000 $30.92 3.9 121,350 $31.82
--------- ---------
Total Plan 3,036,409 $15.40 5.1 1,152,230 $16.81
========= =========
</TABLE>
At January 31, 2000, options to purchase 1,839,362 shares of REMEC common
stock were available for future grant.
Pro forma information regarding net income and net income per share is
required by SFAS No. 123, and has been determined as if REMEC has accounted for
its employee stock options and employee stock purchase plan shares under the
fair value method of that statement. The fair value of these options or employee
stock purchase rights was estimated at the date of grant using the Black-Scholes
option pricing model with the following weighted average assumptions for 2000,
1999 and 1998, respectively: risk-free interest rates of 6.0%; dividend yields
of 0%; volatility factors of the expected market price of REMEC's common stock
of 87.5%, 76.0% and 71.3%, a weighted-average life of the option of 3.2 years;
and a weighted-average life of the stock purchase rights of three months.
The Black-Scholes option valuation model was developed for use in
estimating the fair value of traded options which have no vesting restrictions
and are fully transferable. In addition, option valuation models require the
input of highly subjective assumptions including the expected stock price
volatility. Because REMEC's employee stock options and rights under the employee
stock purchase plan have characteristics significantly different from those of
trade options, and because changes in the subjective assumptions can materially
affect the fair value estimate, in management's opinion, the existing models do
not necessarily provide a reliable single measure of the fair market value of
its employee stock options or the rights granted under the employee stock
purchase plan.
For purposes of pro forma disclosures, the estimated fair value of the
options and the shares granted under the employee stock purchase plan is
amortized to expense over their respective vesting or option periods. The
effects of applying SFAS No. 123 for pro forma disclosure purposes are not
likely to be representative of
F-16
<PAGE> 42
REMEC, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
the effects on pro forma net income in future years because they do not take
into consideration pro forma compensation expense related to grants made prior
to 1996. REMEC's pro forma information follows:
<TABLE>
<CAPTION>
YEARS ENDED JANUARY 31,
-------------------------------------------
2000 1999 1998
------------ ------------ -----------
<S> <C> <C> <C>
Net income (loss) applicable to
common shareholders:
As reported..................... $ (6,674,668) $ (4,831,275) $14,754,358
Pro forma....................... (14,262,798) (11,267,589) 10,622,372
Earnings (loss) per share:
As reported --
Basic........................ $ (.27) $ (.20) $ .65
Diluted...................... $ (.27) $ (.20) $ .64
Pro forma --
Basic........................ $ (.57) $ (.46) $ .47
Diluted...................... $ (.57) $ (.46) $ .46
Weighted average fair value of
options granted during the
year............................ $ 11.03 $ 12.92 $ 11.48
</TABLE>
Stock Purchase Plan
REMEC's Employee Stock Purchase Plan provides for the issuance of shares of
REMEC's common stock to eligible employees. During fiscal 2000, REMEC's
shareholders approved an increase in the number of shares available for issuance
under the Employee Stock Purchase Plan by 600,000 shares to a total of 1,800,000
shares of common stock. The price of the common shares purchased under the
Employee Stock Purchase Plan will be equal to 85% of the fair market value of
the common shares on the first or last day of the offering period, whichever is
lower. As of January 31, 2000, 814,747 shares of REMEC common stock remain
available for issuance under the Purchase Plan.
7. COMMITMENTS
Deferred Savings Plan
REMEC has established a Deferred Savings Plan for its employees, which
allows participants to make contributions by salary reduction pursuant to
section 401(k) of the Internal Revenue Code. REMEC matches contributions up to
$100 per quarter, per employee, subject to the attainment of certain quarterly
profit levels by REMEC. Employees vest immediately in their contributions and
company contributions vest over a two-year period. There were no company
contributions to this plan for fiscal 2000. Company contributions to this plan
totaled approximately $272,000 and $399,000 for the years ended January 31, 1999
and 1998, respectively.
REMEC's foreign subsidiaries maintain separate defined contribution
retirement savings plans for substantially all of their employees. Participants
may contribute a portion of their annual salaries subject to statutory annual
limitations. REMEC matches a percentage of the employees contribution as
specified in the plan agreements. Contributions to these plans totaled $280,000,
$320,000 and $188,000 for the years ended January 31, 2000, 1999, and 1998,
respectively.
F-17
<PAGE> 43
REMEC, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Leases
REMEC leases offices and production facilities under noncancelable
agreements classified as operating leases. Certain of these lease agreements
include renewal options. At January 31, 2000, future minimum payments under
these operating leases are as follows:
<TABLE>
<CAPTION>
OPERATING
LEASES
-----------
<S> <C>
2001.................................... $ 3,554,000
2002.................................... 3,059,000
2003.................................... 2,993,000
2004.................................... 2,241,000
2005.................................... 575,000
Thereafter.............................. 2,321,000
-----------
Total minimum lease payments............ $14,743,000
===========
</TABLE>
Rent expense totaled $4,050,000, $3,775,000, and $3,623,000 during fiscal
2000, 1999, and 1998, respectively.
8. INCOME TAXES
For financial reporting purposes, income before taxes includes the
following components:
<TABLE>
<CAPTION>
YEARS ENDED JANUARY 31,
------------------------------------------
2000 1999 1998
----------- ------------ -----------
<S> <C> <C> <C>
Pretax income (loss):
United States.................... $(1,131,000) $ 10,209,758 $22,272,438
Foreign.......................... (5,972,000) (13,168,009) 1,367,719
----------- ------------ -----------
$(7,103,000) $ (2,958,251) $23,640,157
=========== ============ ===========
</TABLE>
Temporary differences and carry forwards which give rise to a significant
portion of the net deferred tax assets and liabilities included in the
accompanying consolidated balance sheets at January 31, 2000 and 1999 are shown
below. As of January 31, 2000, a valuation allowance of $6,755,000 has been
recognized as an offset to the deferred tax assets related to the jurisdictions
in which realization of such assets is uncertain. The
F-18
<PAGE> 44
REMEC, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
valuation allowances arose due primarily to net operating losses of Airtech
which are not deductible for US purposes and which the deductibility for U.K.
purposes is uncertain.
<TABLE>
<CAPTION>
JANUARY 31,
--------------------------
2000 1999
----------- -----------
<S> <C> <C>
Deferred tax liabilities:
Tax over book depreciation...................... $ 6,397,000 $ 4,132,000
Inventory costs capitalized..................... 738,000 1,037,000
Other........................................... -- 36,000
----------- -----------
Total deferred tax liabilities.................. 7,135,000 5,205,000
----------- -----------
Deferred tax assets:
Inventory and other reserves.................... 5,034,000 3,493,000
Accrued expenses................................ 1,589,000 1,588,000
Net operating loss.............................. 6,193,000 4,791,000
Credits......................................... 2,591,000 --
Other........................................... 536,000 421,000
----------- -----------
Total deferred tax assets......................... 15,943,000 10,293,000
Valuation allowance............................... (6,755,000) (4,795,000)
----------- -----------
9,188,000 5,498,000
----------- -----------
Net deferred tax assets........................... $ 2,053,000 $ 293,000
=========== ===========
</TABLE>
The provision for taxes based on income consists of the following:
<TABLE>
<CAPTION>
YEARS ENDED JANUARY 31,
----------------------------------------
2000 1999 1998
----------- ---------- -----------
<S> <C> <C> <C>
Current:
Federal............................ $ 223,000 $1,165,000 $ 7,933,000
Foreign............................ 1,058,000 20,000 546,000
State.............................. 51,000 (306,000) 1,634,000
Deferred:
Federal............................ (1,395,000) 1,085,000 (1,188,000)
Foreign............................ 53,000 11,000 147,000
State.............................. (418,000) (102,000) (186,000)
----------- ---------- -----------
$ (428,000) $1,873,000 $ 8,886,000
=========== ========== ===========
</TABLE>
A reconciliation of the effective tax rates and the statutory Federal
income tax rate is as follows:
<TABLE>
<CAPTION>
YEARS ENDED JANUARY 31,
--------------------------------------------------------------
2000 1999 1998
------------------ ------------------- -----------------
AMOUNT % AMOUNT % AMOUNT %
----------- --- ----------- ---- ---------- ---
<S> <C> <C> <C> <C> <C> <C>
Tax at Federal rate............. $(2,486,000) 35% $(1,035,000) 35% $8,274,000 35%
State income tax net of
federal....................... (13,000) -- 747,000 (25) 941,000 4
Tax Credits..................... (989,000) 14 (2,987,000) 101 -- --
Loss (Earnings) distributed to S
Corporation shareholders...... -- -- -- -- (642,000) (3)
Increase in
valuation -- allowance........ 2,717,000 (38) 4,795,000 (162) -- --
Foreign rate difference......... 320,000 (5) -- -- -- --
Other........................... 23,000 -- 353,000 (12) 313,000 1
----------- --- ----------- ---- ---------- ---
$ (428,000) (6)% $ 1,873,000 (63)% $8,886,000 37%
=========== === =========== ==== ========== ===
</TABLE>
F-19
<PAGE> 45
REMEC, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Approximately $2.0 million of the above tax credits (fiscal 1999) are
related to the recognition of research and development tax credits pertaining to
previously filed tax returns. Prior to its acquisition by REMEC in October 1997,
Q-bit Corporation had elected to be treated as an "S corporation" for income tax
purposes and, accordingly, any liability for income taxes was that of the
shareholders and not Q-bit.
At January 31, 2000, the Company has approximately $20,644,000 of foreign
net operating losses in the United Kingdom, which are available indefinitely. At
January 31, 2000, the Company has consolidated federal and state research and
development credits of approximately $1,364,000 and $858,000, respectively,
which will begin to expire in 2014, unless previously utilized. The Company also
had state manufacturing investment credits of approximately $150,000, which will
begin to expire in 2009, unless previously utilized.
9. FOREIGN OPERATIONS
Substantially all of the Company's operations are based in the United
States. The Company's Airtech subsidiary is based in the United Kingdom and
accounted for sales of $19,520,000, $20,813,000, and $34,951,000 in fiscal 2000,
1999, and 1998, respectively.
Substantially all of the Company's long-lived assets are also based in the
United States. The Company's Airtech subsidiary had long-lived assets totaling
$8,321,000 and $2,547,000 at January 31, 2000 and 1999, respectively. The
Company also had long-lived assets of $6,960,000 and $3,182,000 at its Costa
Rican subsidiary at January 31, 2000 and 1999, respectively.
No customer accounted for more than 10% of REMEC's net sales during fiscal
2000. During fiscal 1999 and 1998, one customer accounted for 12% and 11%,
respectively, of REMEC's net sales.
Sales to customers residing outside the United states represented 18%, 13%
and 15% of net sales for fiscal 2000, 1999, and 1998, respectively.
10. RELATED PARTY TRANSACTIONS
An officer of REMEC holds certain interests in various suppliers to one of
REMEC's subsidiaries. Amounts paid to these suppliers in fiscal 2000, 1999, and
1998 totaled $1,190,000, $1,122,000, and $2,667,000, respectively.
F-20
<PAGE> 46
REMEC, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
11. QUARTERLY FINANCIAL DATA (UNAUDITED)
The following financial information reflects all normal recurring
adjustments which are, in the opinion of management, necessary for a fair
statement of the results of the interim periods. Summarized quarterly data for
fiscal 2000 and 1999 are as follows (in thousands, except per share data):
<TABLE>
<CAPTION>
1ST QUARTER 2ND QUARTER 3RD QUARTER 4TH QUARTER
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Fiscal 2000
Net sales.................... $43,166 $47,326 $48,371 $50,326
Gross profit(1).............. 10,736 9,862 12,392 12,620
Income (loss) from
operations................. (5,071) (3,567) (1,113) 47
Net income (loss)............ (3,445) (2,812) (1,119) 702
Basic net earnings (loss) per
common share(2)............ $ (.14) $ (.11) $ (.04) $ .03
Diluted net earnings (loss)
per common share(2)........ $ (.14) $ (11) $ (.04) $ .03
Fiscal 1999
Revenues..................... $50,637 $44,366 $41,686 $42,526
Gross profit(1).............. 15,595 4,384 11,794 10,000
Operating income............. 4,297 (9,284) 200 (1,179)
Net income................... 2,294 (6,540) 401 (986)
Basic net earnings (loss) per
common share(2)............ $ .09 $ (.26) $ .02 $ (.04)
Diluted net earnings (loss)
per common share(2)........ $ .09 $ (.26) $ .02 $ (.04)
</TABLE>
- ---------------
(1) Gross profit is calculated by subtracting cost of revenues from total
revenues.
(2) Earnings per share are computed independently for each of the quarters
presented. Therefore, the sum of the quarterly net earnings per share will
not necessarily equal the total for the year.
F-21
<PAGE> 47
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, REMEC has duly caused this Annual Report on Form 10-K to
be signed on its behalf by the undersigned, thereunto duly authorized, on March
17, 2000.
REMEC, INC.
By: /s/ RONALD E. RAGLAND
------------------------------------
Ronald E. Ragland
Chairman of the Board and
Chief Executive Officer
POWERS OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Ronald E. Ragland, Errol Ekaireb and
Michael D. McDonald, jointly and severally, his attorneys-in-fact, each with the
power of substitution, for him in any and all capacities, to sign any amendments
to this Annual Report on Form 10-K and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his substitute or substitutes, may do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Annual Report on Form 10-K has been signed below by the following persons on
behalf of REMEC, Inc. and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
--------- -------- ----
<C> <C> <S>
/s/ RONALD E. RAGLAND Chairman of the Board and March 17, 2000
- ----------------------------------------------------- Chief Executive Officer
Ronald E. Ragland (Principal Executive Officer)
/s/ ERROL EKAIREB President, Chief Operating March 17, 2000
- ----------------------------------------------------- Officer and Director
Errol Ekaireb
/s/ JACK A. GILES Executive Vice President, March 17, 2000
- ----------------------------------------------------- President of REMEC Microwave
Jack A. Giles Division and Director
/s/ DENNY MORGAN Director, Senior Vice President March 17, 2000
- ----------------------------------------------------- and Chief Engineer
Denny Morgan
/s/ JOSEPH T. LEE Executive Vice President March 17, 2000
- ----------------------------------------------------- and Director
Joseph T. Lee
/s/ MICHAEL D. MCDONALD Chief Financial Officer, Senior March 17, 2000
- ----------------------------------------------------- Vice President and Secretary
Michael D. McDonald (Principal Financial and
Accounting Officer)
</TABLE>
S-1
<PAGE> 48
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
--------- -------- ----
<C> <C> <S>
/s/ MARK D. DANKBERG Director March 17, 2000
- -----------------------------------------------------
Mark D. Dankberg
/s/ ANDRE R. HORN Director March 17, 2000
- -----------------------------------------------------
Andre R. Horn
/s/ JEFFREY M. NASH Director March 17, 2000
- -----------------------------------------------------
Jeffrey M. Nash
/s/ THOMAS A. CORCORAN Director March 17, 2000
- -----------------------------------------------------
Thomas A. Corcoran
/s/ WILLIAM H. GIBBS Director March 17, 2000
- -----------------------------------------------------
William H. Gibbs
</TABLE>
S-2
<PAGE> 49
REMEC, INC.
SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS
<TABLE>
<CAPTION>
BALANCE AT BALANCE AT
CONTRACT LOSS RESERVE BEGINNING OF PERIOD ADDITIONS DEDUCTIONS END OF PERIOD
--------------------- ------------------- --------- ----------- -------------
<S> <C> <C> <C> <C>
Year ended January 31, 1998............... $1,571,991 $ 478,009 $ -- $2,050,000
Year ended January 31, 1999............... 2,050,000 -- (1,100,000) 950,000
Year ended January 31, 2000............... 950,000 888,544 (540,000) 1,298,544
</TABLE>
<TABLE>
<CAPTION>
BALANCE AT BALANCE AT
RESERVE FOR OBSOLETE AND UNUSABLE INVENTORY BEGINNING OF PERIOD ADDITIONS DEDUCTIONS END OF PERIOD
- ------------------------------------------- ------------------- ---------- ----------- -------------
<S> <C> <C> <C> <C>
Year ended January 31, 1998............... $1,886,000 $1,622,021 $ (298,000) $3,210,021
Year ended January 31, 1999............... 3,210,021 2,722,062 (2,128,160) 3,803,923
Year ended January 31, 2000............... 3,803,923 6,158,643 (3,363,326) 6,599,240
</TABLE>
<PAGE> 50
REMEC, INC.
ANNUAL REPORT ON FORM 10-K
FOR FISCAL YEAR ENDED JANUARY 31, 2000
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NO. DESCRIPTION NUMBERED PAGES
- ----------- ----------- --------------
<S> <C> <C>
3.1(1) Restated Articles of Incorporation..........................
3.2(1) By-Laws, as amended.........................................
10.1(1) Equity Incentive Plan.......................................
10.2(1) Employee Stock Purchase Plan................................
10.3(1) Form of Indemnification Agreements between REMEC and its
officers and directors......................................
10.4(2) 1996 Nonemployee Directors Stock Option Plan................
10.5(3) Second Amended and Restated Loan Agreement between REMEC and
The Union Bank of California, N.A., dated June 25, 1998, as
amended.....................................................
10.6(3) Participation Agreement dated as of August 25, 1998 among
REMEC, Union Bank of California, N.A., and certain other
parties identified therein..................................
10.7(3) Master Lease dated as of August 25, 1998, between Union Bank
of California, N.A., as Certificate Trustee, and REMEC......
10.8(3) Lessee Guarantee executed by REMEC dated as of August 25,
1998........................................................
10.9(4) Strategic Supply Agreement between REMEC and SpectraPoint 51
Wireless LLC dated December 23, 1999 (portions of this
agreement have been redacted, and REMEC has requested that
the Securities and Exchange Commission grant confidential
treatment to the redacted portions of this agreement).......
10.10(4) Third Amendment to Participation Agreement between REMEC and 74
the Union Bank of California, N.A., dated February 24,
2000........................................................
21.1(4) Subsidiaries of REMEC....................................... 83
23.1(4) Consent of Ernst & Young LLP, Independent Auditors.......... 84
23.2(4) Consent of Arthur Andersen, Independent Auditors............ 85
24.1 Power of Attorney (included on Page S-1 of this Annual
Report on Form 10-K)........................................
27.1(4) Financial Data Schedule..................................... 86
</TABLE>
- ---------------
(1) Previously filed with the Securities and Exchange Commission on February 1,
1996 as an exhibit to REMEC's Registration Statement on Form S-1 (No.
333-80381) and incorporated by reference into this Annual Report on Form
10-K.
(2) Previously filed with the Securities and Exchange Commission on November 25,
1996 as an exhibit to REMEC's Registration Statement on Form S-8 (No.
333-16687) and incorporated by reference into this Annual Report on Form
10-K.
(3) Previously filed with the Securities and Exchange Commission on March 25,
1999 as an exhibit to REMEC's Annual Report on Form 10-K for the year ended
January 31, 1999 and incorporated by reference into this Annual Report on
Form 10-K.
(4) Filed with this Annual Report on Form 10-K.
<PAGE> 1
EXHIBIT 10.9
[PORTIONS OF THIS STRATEGIC SUPPLY AGREEMENT HAVE BEEN REDACTED. THE REDACTED
PORTIONS ARE MARKED WITH AN ASTERISK. THE COMPANY HAS APPLIED TO THE SECURITIES
AND EXCHANGE COMMISSION FOR CONFIDENTIAL TREATMENT OF THE REDACTED PORTIONS.]
STRATEGIC SUPPLY AGREEMENT
FOR DEVELOPMENT AND PRODUCTION OF
SPECTRAPOINT(TM) PRODUCTS
BETWEEN:
SPECTRAPOINT WIRELESS LLC, LOCATED AT
1125 EAST COLLINS BLVD., RICHARDSON, TEXAS 75081 ("SPECTRAPOINT" OR "SPW"),
AND
REMEC, INC., LOCATED AT
9404 CHESAPEAKE DRIVE, SAN DIEGO, CA 92123 ("REMEC").
RECITALS
WHEREAS, SpectraPoint develops and produces radio products for use in local
multipoint distribution service ("LMDS") systems and networks and desires to
establish a high quality manufacturing source for certain radio products and
components;
WHEREAS, REMEC wishes to become the principal supplier to SpectraPoint of such
radio products and components;
WHEREAS, SpectraPoint and REMEC desire to enter into a multi-year relationship
aimed at establishing world-class benchmarks in LMDS technology, quality, cost,
and delivery;
NOW THEREFORE, SpectraPoint and REMEC hereby agree as follows:
THIS STRATEGIC SUPPLY AGREEMENT ("this Agreement") provides a framework for a
multi-year relationship and a vehicle for the execution of Purchase Orders for
SpectraPoint to purchase radio frequency electronic equipment from REMEC. The
terms and conditions of this Agreement apply to all Purchase Orders issued
hereunder.
SECTION I
DEFINITIONS AND RULES OF CONSTRUCTION
1.1 Definitions.
1
SpectraPoint Wireless LLC/REMEC, Inc. Proprietary
<PAGE> 2
Affiliate - [*] are Affiliates of SpectraPoint for all purposes under this
Agreement. SpectraPoint Affiliates shall also include any entity under the
control of SpectraPoint. Any entity that controls REMEC, is under the control of
REMEC, or is under common control with REMEC shall be a REMEC Affiliate.
Control, for purposes of this provision, shall mean 51% or more ownership
interest, whether by stock or other form of ownership.
Effective Date - December 16, 1999
Business Day - Means Monday through Friday, 8:00 a.m. to 5:00 p.m. Central Time,
excluding SpectraPoint-observed holidays.
Field of Use - Broadband wireless transport point-to-point and
point-to-multipoint telephony, video, and data transmission or distribution
systems.
Guaranteed Minimum Order Quantity - The number of units of each Product to be
ordered by SpectraPoint from REMEC for delivery during the period from the
Effective Date through December 31, 2000, as specified in Table 3.2-1 of this
Agreement.
Intellectual Property - Means patents, copyrights, mask works, trade secrets,
trademarks and other intellectual property, whether tangible or intangible,
statutory, common law, administrative or otherwise, including any registrations
and applications with respect to any of the foregoing.
Modules - The following distinguishable subassemblies of the Products listed:
[*]
Non-Disclosure Agreements - Means the two Proprietary Information Non-Disclosure
Agreements between REMEC and SpectraPoint, effective as of February 8, 1999 and
December 17, 1997 (as amended November 4, 1998), copies of which are included as
Schedule B to this Agreement.
Product - An item of equipment identified in Table 3.2-1 or later identified in
accordance with Section IV, that can be purchased by SpectraPoint via Purchase
Orders issued pursuant to this Agreement.
Product Design - The final design information, including all drawings and notes
related thereto, that identifies each Product to be manufactured under this
Agreement.
Purchase Order - A document agreed to in writing by both parties for the design
and development of a Product or a proposed Product or for the manufacture and
sale of Products in accordance with the Product Development Plan or Production
Plan. Each Purchase Order shall include product identification, quantities, unit
price, extended price, release dates and, unless specifically stated otherwise,
incorporates all terms and
2
SpectraPoint Wireless LLC/REMEC, Inc. Proprietary
<PAGE> 3
conditions of this Agreement. Multiple Purchase Orders may be issued pursuant to
this Agreement.
1.2 Rules of Construction. The Agreement (including the Schedules attached
hereto) is to be interpreted in accordance with the following rules of
construction:
(a) Including; Herein; Etc. The words "include," "includes," and
"including" are deemed to be followed by the phrase "without
limitation." The words "herein," "hereof," and "hereunder" and
words of similar import refer to this Agreement in its entirety
and are not limited to any part hereof unless the context shall
otherwise require. The word "or" is not exclusive and means
"and/or."
(b) Subdivisions and Attachments. All references in this Agreement to
Sections, Paragraphs, and Schedules are, respectively, references
to Sections and Paragraphs of, and Schedules attached to, this
Agreement, unless otherwise specified.
(c) References to Documents and Laws. All references to this
Agreement or any Schedule hereto or to any Statement of Work
(SOW), if applicable, are to this Agreement as amended, modified,
and supplemented from time to time in accordance with its terms.
All references to (i) any other agreement or instrument or (ii)
any law, statute, regulation, permit, license, or similar item
are to it as amended and supplemented from time to time (and, in
the case of a statute, law, or regulation, to any corresponding
provisions of successor statutes, laws, or regulations), unless
otherwise specified.
(d) References to Days. Any reference in this Agreement to a "day" or
number of "days" (without the explicit qualification "Business")
is a reference to a calendar day or number of calendar days. If
any action or notice is to be taken or given on or by a
particular calendar day, and such calendar day is not a Business
Day, then such action or notice may be taken or given on the next
Business Day.
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(e) Examples. If, in any provision of this Agreement, any example is
given (through the use of the words "such as," "for example,"
"e.g.," or otherwise) of the meaning, intent, or operation of any
provision of this Agreement, such example is intended to be
illustrative only and not exclusive.
SECTION II
TERM OF AGREEMENT
The Initial Term of this Agreement will commence on the Effective Date and will
expire on December 31, 2002. This Agreement will be automatically renewed for a
term of one (1) year at end of the Initial Term and each Renewal Term (each such
renewal period a "Renewal Term") unless either party informs the other in
writing at least three (3) months prior to the end of the initial term or
subsequent renewal term of its desire to terminate this Agreement at the end of
the current term.
SECTION III
EXISTING PRODUCTS
3.1 SpectraPoint shall deliver to REMEC the materials in the following Tables.
The quantities set forth in the Tables are for baseline purposes only, and
SpectraPoint will determine in its discretion the amount that constitutes a
sufficient quantity for production requirements.
[*]
All SpectraPoint provided materials are provided FOB Richardson, TX and shipping
costs or any municipal, state, federal, sales, use, import, or other taxes, if
applicable, shall be the responsibility of REMEC. After SpectraPoint has met its
obligations under 3.1 (a), (b) or (c), REMEC shall be responsible for procuring
all material necessary to manufacture the Products referenced in each section
respectively, unless otherwise specifically provided in a Purchase Order.
3.2 Guaranteed Minimum Order Quantity and Unit Prices.
(a) During the period from the Effective Date of this Agreement
through December 31, 2000, SpectraPoint shall order from REMEC
and REMEC shall deliver to SpectraPoint the Guaranteed Minimum
Order Quantity of each of the Products as specified in Table
3.2-1 below for the stated firm not-to-exceed unit prices. These
not-to-exceed unit prices do not include the cost of the
materials or components provided to REMEC under Section 3.1
above. The prices are based upon the Guaranteed Minimum Order
Quantity as set forth below, subject to price adjustments in
accordance
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with Section 3.3(a), and reflect a fully acceptance tested
Product manufactured in accordance with the referenced Product
specifications.
Table 3.2-1
[*]
3.3 [*]
(a) [*] After a reasonable period of time for the Parties to reach
agreement on the reductions to the cost of materials, the
adjusted prices for the Products in Table 3.2-1 shall become firm
fixed prices for all Products ordered thereafter.
Table 3.3-1
[*]
(b) If the quantity of [*] ordered and accepted by SpectraPoint by
December 31, 2000, exceeds the Guaranteed Minimum Quantity, REMEC
will reduce the price for all units purchased based upon a [*]%
cost reduction curve. By way of example only, if the total number
of [*] Products purchased by SpectraPoint is [*] units, the unit
price would be [*]. This adjustment, if applicable, shall be made
as soon as practicable in January 2001, and taken by SpectraPoint
as follows: First as a credit against outstanding invoices due,
if any; if not, against future purchases of [*] Products, if any;
if not, then paid by REMEC by February 15, 2001.
SECTION IV
NEW PRODUCT DEVELOPMENT AND PRODUCTION
4.1 Product Development Plan. It is the intention of the Parties to develop new
Products, in addition to the existing Products provided for in Section III of
this Agreement, at various times during the Term of this Agreement and to add
these new Products to Table 3.2-1 for purchase by SpectraPoint. The Product
Development Team (as defined in Paragraph 6.1) is responsible for defining the
requirements for all new Products ("Product Definition"). After completion of
the Product Definition for each new Product, the Product Development Team shall
prepare a schedule and a work breakdown structure ("Product Development Plan")
setting forth, at minimum, the following milestones: detailed design
requirements for the Product; detailed preliminary design specifications for the
Product ("Preliminary Design Specifications"); development of the testing
protocol to verify the design specifications; verification testing for the
design specifications; final design review; development of final acceptance
test; production of engineering evaluation units; development of production
tooling; testing for the engineering evaluation units; and a mutually agreeable
delivery schedule for SpectraPoint property, if any. For each milestone, the
Plan shall provide: a target begin date; target end date; the target price; the
responsibilities of each Party; the price for the
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engineering evaluation units and the total target price for the application
design on each Product ("Target Design Price"). SpectraPoint and REMEC shall
each bear the full cost of their respective Product Development Team members,
inclusive of all support costs, in conjunction with new Product development
efforts. Neither Party shall be obligated to implement a Product Development
Plan until it has been approved by an authorized representative of each Party.
4.2 Production Plan. It is the intention of the Parties that REMEC shall produce
and that SpectraPoint shall purchase substantial quantities of such new
Products, based on the capabilities and demonstrated manufacturing success of
REMEC and the Product demand of SpectraPoint. Promptly upon approval by both
Parties of a Product Development Plan for a new Product, the Product Development
Team shall develop a plan for the manufacture of the new Product ("Production
Plan"). The Production Plan shall identify: an agreed upon baseline Product
price on a per unit basis; the target Product volume for the baseline price; an
agreed-upon per-unit Product price reduction curve for volumes greater than the
target volume; and, a delivery schedule for the volume quantities identified.
The delivery schedules for material to be provided by SpectraPoint, if any,
shall also be contained in the Production Plan.
4.3 Upon successful completion of the product critical design review (CDR), a
final Product unit price must be presented. SpectraPoint and REMEC agree that
the target volume based final Product unit price set by the Product Development
Team shall include a fully costed bill of materials (BOM). Upon written approval
by an authorized representative of each Party, the final Product unit price
shall be the unit price for Purchase Orders placed under this Agreement.
SpectraPoint and REMEC further agree to a risk/reward sharing for changes to the
final unit price as follows:
[*]
4.4 It is the parties' intention that there will be Purchase Orders for
additional and new Products beyond the quantities set forth in Section III
herein. SpectraPoint shall purchase the Minimum Order Volume set forth in Table
4.4-1 below PROVIDED REMEC is able to meet the target price (or such other price
as agreed to by the parties) of RTUs and High Gain Radio Products at the
forecasted volumes (or such other volume as agreed to by the parties) provided
for years 2001 and 2002 AND PROVIDED REMEC is not in default on any Purchase
Orders or other contracts with SpectraPoint.
Table 4.4-1
[*]
SECTION V
PURCHASE ORDERS AND FORECASTS
5.1 Purchase Orders. Each Purchase Order issued hereunder will establish the
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delivery schedule for the ordered Products.
5.2 Monthly Forecasts/Purchase Order Amendments. On or before the 15th of each
month, SpectraPoint shall provide REMEC with a written forecast specifying the
quantities and expected delivery schedule for the following 12 calendar months
for each Product (Rolling Monthly Forecast). Until such time as the Guaranteed
Minimum Order Quantity has been ordered, the quantities in the forecast may be
adjusted upward or downward by SpectraPoint for any production month within the
Rolling Monthly Forecast timeframe in an amount not to exceed the percentage
deviations set forth below.
Month 1 2 3 4 5 6
0% 0% 10% 25% 50% 75%
For quantities in excess of the Guaranteed Minimum Order Quantity, the first six
months (i.e., months 1 through 6) of each Monthly Forecast shall represent a
firm commitment by SpectraPoint, and REMEC is authorized to purchase material
and to begin manufacturing operations to satisfy that commitment. In the event
SpectraPoint terminates this Agreement for its convenience under Section 8.1(a),
the costs of such material and work-in-process shall be paid to REMEC in
accordance with Section 8.3(a). The forecast for months 7 through 12 shall be
provided for planning purposes only and shall not obligate SpectraPoint to
purchase the types or quantities listed. REMEC shall accept all Purchase Orders
until the Guaranteed Minimum Commitment Quantity has been provided and shall
signify the acceptance of each Purchase Order Amendment that is consistent with
the prior month's Rolling Monthly Forecast by endorsing and returning a signed
copy of the Purchase Order amendments to SpectraPoint by the 25th day of the
month. If requested by SpectraPoint, REMEC will consider, without obligation,
whether REMEC can deliver Product in a shorter period of time than the delivery
date given in the Rolling Monthly Forecast.
5.3 Forecast Flexibility. A forecast review process will be carried out as
follows:
SpectraPoint will consult with REMEC before an increase in requirements in
excess of that allowed by 5.2 above is added to the forecast. REMEC will review
each forecast received and inform SpectraPoint immediately if an excess forecast
upswing cannot be accommodated. REMEC will provide relevant information to
SpectraPoint regarding its manufacturing capacity so as to improve the accuracy
of SpectraPoint's forecast.
5.4 Payments. The price of the Product shall be as set forth in the Agreement,
as amended from time to time. All payments shall be made in U.S. dollars, via
Electronic Funds Transfer (EFT) or check, within 30 days of receipt of the
invoice for the delivered Product. All Products shall be F.O.B. the REMEC
manufacturing facility.
5.5 Most Favored Customer.
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(a) REMEC agrees to treat SpectraPoint in at least as good a manner
as REMEC's most favored customer with respect to all material
terms and conditions. If, at any time during the term of this
Agreement and amendments thereto, REMEC offers to any customer
any provision(s) (including but not limited to payment terms,
financing terms, or other contract terms or conditions) more
favorable than those contained herein, REMEC shall promptly offer
such more favorable provision(s) to SpectraPoint on a
going-forward basis. Price decreases shall be effective
immediately upon announcement by REMEC and shall apply to all
Products and services that have not been received or performed
prior to the announcement date. This Most Favored Customer
provision applies to contracts in which REMEC is providing
substantially similar products to another customer.
[*]
5.6 Volume Commitment.
(a) [*]
(b) If, for reasons other than termination pursuant to Paragraph
8.1(b), SpectraPoint fails, over the life of the Agreement, to
order the minimum quantity specified in this Agreement, REMEC and
SpectraPoint shall negotiate an equitable adjustment of prices on
delivered Products to reflect the lower quantities actually
ordered.
5.7 Qualification: The minimum purchase obligations of SpectraPoint for each
Product will not apply if:
(a) The Product does not meet the performance and functionality
requirements specified in this Agreement; or
(b) REMEC is more than 15 days late in its delivery of the Product,
unless such late delivery is caused by SpectraPoint or is excused
under Section 12.6 of this Agreement, or
(c) REMEC is unable to meet SpectraPoint's reasonable volume
requirements for a new Product.
REMEC agrees that the success of the SpectraPoint-REMEC strategic partnership is
critically related to time to market and capturing market share. [*]
5.8 In consideration of the volume of products SpectraPoint intends to acquire
from REMEC, REMEC agrees that it:
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(a) Will not increase the prices for the Products set forth in Table
3.2-1 of this Agreement, except as provided for in Section
12.17(c);
(b) Will reduce the prices of the Products to reflect any reductions
in the cost of technology or increased volumes of Products
supplied by REMEC during the Term; and
(c) Will not provide Products within the Field of Use to another
customer that are the same or essentially the same as Products
provided under this Agreement without the express written consent
of SpectraPoint, except as provided in Section 9.2 of this
Agreement.
SECTION VI
TEAMS
6.1 Product Development Team. Within sixty (60) days after execution of this
Agreement, the parties shall establish a Product Development Team. The team
shall consist of three representatives from each party, representing the
following areas/departments: design/engineering, manufacturing, and program
management. The Product Development Team shall meet regularly, at least once per
quarter, to resolve open design issues and to work together to improve the
Products' design so as to improve quality and reduce the cost of production.
Each party shall bear its own costs associated with such meetings.
6.2 Management Team. The activities conducted under the Agreement shall be
reviewed by a Management Team consisting of a senior management representative
from each party. The Management Team representatives shall be identified within
three (3) months after execution of this Agreement and will meet at least
annually. The agenda for these meetings will address appropriate management
topics, including: general contract performance issues, the status of ongoing
design improvements, production activities, and action items from prior
meetings. Each party shall itself bear the costs that it incurs pursuant to this
Paragraph 6.2.
6.3 Team Member Changes. Each party hereto shall notify the other in writing of
changes to its respective Team members.
SECTION VII
WARRANTY
7.1 Warranty. REMEC warrants full and unrestricted title to SpectraPoint for the
Products furnished under the Agreement, free and clear of all liens,
restrictions, reservations, security interests, or encumbrances. REMEC further
warrants that all Products shall conform to the final design specifications for
each Product and that all
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Products supplied pursuant to this Agreement shall be free from defects
in labor, materials and fabrication at the time of delivery or performance and
throughout the warranty period. The foregoing warranty shall remain in effect on
each unit of Product supplied hereunder for a period of one (1) year after
acceptance of the Product by SpectraPoint. REMEC, at its option, shall promptly
repair or replace any defective Product. SpectraPoint shall pay shipment costs
for Products sent to REMEC for repair or replacement. REMEC shall pay costs of
return shipments to SpectraPoint. SpectraPoint may purchase extended warranty
periods at a price per year of 3% of the unit price of the Product specified in
the Agreement or as otherwise mutually agreed. The warranty period for services
ordered separately from Products shall be one (1) year after SpectraPoint's
acceptance of the services.
7.2 Product Defects. SpectraPoint agrees to give prompt notice in writing of
Product defects. REMEC, at its option, must promptly repair or replace the
defective Product. Product defects caused by misuse, neglect, improper repair,
alteration, or accident or that have been subject to SpectraPoint repair after
acceptance of the Product by SpectraPoint shall not be covered by this warranty.
7.3 Year 2000 Warranty. REMEC warrants and represents that the Products and
services provided under this Agreement are and will continue to be compliant
with and comprehend the Year 2000-century date change. REMEC's obligations under
this warranty include the duty to ensure, with respect to same-century and
multi-century formulas, functions, date values, and date-data interfaces, that
the Products and services will not (i) have any operational impediments; (ii)
malfunction; (iii) cease to perform; (iv) generate incorrect or ambiguous data;
or (v) produce incorrect or ambiguous results.
7.4 THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR
IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE.
SECTION VIII
TERMINATION RIGHTS
8.1 SpectraPoint's Termination Rights.
(a) Termination for Convenience. SpectraPoint shall have the right to
terminate this Agreement, including any Purchase Order issued
hereunder, in whole or in part, subject to its completion of the
obligations set forth in Paragraph 8.3(a) below. To terminate
this Agreement, SpectraPoint shall give REMEC five (5) days
advance written notice, in which case REMEC shall promptly advise
SpectraPoint of the most cost effective manner to terminate the
Agreement taking into consideration reasonable measures to
mitigate any ongoing costs.[*]
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(b) SpectraPoint shall have the right to terminate this Agreement,
including any Purchase Order issued hereunder, in the event that
REMEC breaches a material term of this Agreement and fails to
cure such breach after having been given 45 days written notice
of the breach. Failure to deliver within 15 days of the specified
delivery date shall constitute breach of a material term, unless
caused by SpectraPoint or excused under Section 12.6, Force
Majeure.
8.2 REMEC's Termination Rights.
REMEC shall have the right to terminate this Agreement, including any Purchase
Order issued hereunder, in the event that SpectraPoint breaches a material term
of the Agreement or Purchase Order and, after having been given 45 days written
notice of the breach, fails to cure such breach.
8.3 Rights and Obligations upon Termination.
(a) Termination for Convenience by SpectraPoint. In the event that
SpectraPoint terminates this Agreement in total, under Paragraph
8.1(a), SpectraPoint shall pay REMEC the reasonable costs of all
work in progress, material in inventory, open material
commitments (including pre-purchase of long-lead items) [*] on
costs incurred, plus reasonable costs to close out the Agreement.
Payment shall be made within 30 days after receipt of an invoice
with appropriate documentation establishing the validity of such
claims. Upon payment, SpectraPoint takes ownership of all
completed Products, residual material, pre-purchased lots, and
long-lead items.
(b) Termination by SpectraPoint. If this Agreement or any Purchase
Order is terminated by SpectraPoint pursuant to Paragraph 8.1(b),
REMEC shall immediately stop work on the Agreement or terminated
portion of the Agreement, as applicable. SpectraPoint may
complete the performance of the terminated portion of the
Agreement by such commercially reasonable means as SpectraPoint
selects and REMEC shall, at no cost, provide SpectraPoint soft
and hard copies of all design documentation and licenses, if any,
necessary to enable a third party to manufacture the terminated
Products. If the Agreement or any Purchase Order is terminated,
REMEC shall not be entitled to any royalty for terminated Product
quantities SpectraPoint obtains from a third party manufacturer.
If requested by SpectraPoint, REMEC shall also deliver or assign
to SpectraPoint, at a mutually agreed price, any and all work in
progress. Complete or partial waiver by SpectraPoint of any
material breach of REMEC shall not be considered to be a waiver
by SpectraPoint of any provision of the Agreement or of any
subsequent material breach by
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REMEC.
(c) Required Notice & Cure Period. In the event that REMEC is in
material breach of any of the provisions of this Agreement,
SpectraPoint shall give REMEC notice of default, identify the
nature of the default, and give REMEC a forty-five (45) day
opportunity to cure the default. This provision shall not apply,
however, to Termination pursuant to Paragraph 8.1(a).
SECTION IX
INTELLECTUAL PROPERTY AND EXCLUSIVE DESIGNS
[*]
Each party warrants that it has no contractual obligation to any third party
that is inconsistent with its obligations under this Agreement or with the
rights and licenses granted by it pursuant to this Agreement.
SECTION X
INDEMNIFICATION
10.1 Each party shall defend against suits, claims, and demands and shall
indemnify and hold harmless the other, its corporate affiliates, and its or
their officers, directors, employees, and agents and its or their successors and
assigns against and from any and all third-party losses, liabilities, damages,
and expenses (including reasonable attorneys' fees) arising out of or in
connection with, but only to the extent that such losses, liabilities, damages
claims, demands, and expenses arise out of or in connection with, (a) personal
injury (including death) or damage to tangible personal property (not including
lost data) arising from the negligent or intentional acts or omissions of the
indemnifying party or its subcontractors, or the officers, directors, employees,
agents, successors, and assigns of any of them, or (b) assertions under worker's
compensation or similar laws made by persons furnished by the indemnifying
party.
10.2 The foregoing indemnification obligations are conditioned upon the
indemnified party promptly notifying the indemnifying party of any written
claim, loss, or demand for which the indemnifying party is responsible under
this Section, cooperating with the indemnifying party as reasonably required,
and granting the indemnifying party the exclusive right to defend or settle the
claim. The indemnifying party may not, without the written consent of the
indemnified party, agree to any settlement: (i) that requires the indemnified
party to make any payment that is not indemnified hereunder, (ii) that does not
grant a general release to the indemnified party with respect to the matters
underlying such claim or action, (iii) that involves the sale, forfeiture or
loss of, or the creation of any lien on, any material property of the
indemnified party, or (iv) that would have a material adverse affect any future
liabilities of the indemnified party.
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10.3 Intellectual Property Indemnity, REMEC as Indemnitor. REMEC shall, at its
sole expense, indemnify, hold harmless, and defend SpectraPoint, its officers,
agents, employees, successors, and customers (mediate and immediate) from and
against any suit or proceeding brought against SpectraPoint based on a claim,
actual or alleged, that the purchase, manufacture, use, or sale of any Products
or services or any part thereof supplied under this Agreement, constitutes
infringement of any patent, copyright, trademark, or other intellectual property
right of others, and REMEC shall pay all loss, expense, liability, damages, and
costs awarded therein against SpectraPoint at law or equity. REMEC shall be
promptly notified, in writing, of the suit or proceeding and shall be given
adequate authority, information, and assistance, at REMEC's expense, for the
defense of same, subject to the right of SpectraPoint to participate at its
expense and to be fully advised by REMEC in advance of all actions taken. In
case said Products or any part thereof are, in such suit, held to constitute
infringement or the sale or use of said Products or parts thereof are enjoined,
regardless of whether such determination constitutes a final judgment, REMEC
shall, at its option and expense, either procure for SpectraPoint the right to
sell and use said Products or part thereof or replace the same with
substantially equal but non-infringing Products. The preceding shall not apply
to the extent that such claim of infringement is based on any Products, or any
part thereof, manufactured to designs furnished and required by SpectraPoint and
the alleged infringement is based on such SpectraPoint designs.
Notwithstanding the foregoing, REMEC shall have no liability to SpectraPoint
with regard to claims or suits for infringement made under any patent of which
SpectraPoint had actual knowledge prior to the execution of this Agreement and
that SpectraPoint believed or had reason to believe may present a threat of a
claim of infringement and that was not brought to the attention of REMEC in
writing prior to REMEC's execution of this Agreement.
The foregoing obligations of REMEC shall not apply to claims arising from
changes to the Product made subsequent to delivery or from combinations of the
Product with other items where the claimed infringement is based on the
combination and not on the Product.
10.4 Intellectual Property Indemnity, SpectraPoint as Indemnitor. SpectraPoint
shall, at its sole expense, indemnify, hold harmless, and defend REMEC, its
officers, agents, employees, successors, and customers (mediate and immediate)
from and against any suit or proceeding brought against REMEC based on a claim,
actual or alleged, that the manufacture for SpectraPoint, or sale to
SpectraPoint of any Products or any part thereof supplied to SpectraPoint under
this Agreement, constitutes infringement of any patent, copyright, trademark, or
other intellectual property right of others due to a design or manufacturing
process SpectraPoint requires REMEC to use in manufacturing Products for
SpectraPoint. SpectraPoint shall pay all loss, expense, liability, damages, and
costs awarded therein against REMEC at law or equity. SpectraPoint shall be
promptly notified, in writing, of the suit or proceeding and shall be given
adequate authority,
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information, and assistance, at SpectraPoint's expense, for the defense of same,
subject to the right of REMEC to participate at its expense and to be fully
advised by SpectraPoint in advance of all actions taken. The preceding shall not
apply to the extent that such claim of infringement is based on any REMEC
processes or any products, or any part thereof, manufactured to designs
furnished by REMEC.
Notwithstanding the foregoing, SpectraPoint shall have no liability to REMEC
with regard to claims or suits for infringement made under any patent of which
REMEC had actual knowledge prior to the execution of this Agreement and that
REMEC believed or had reason to believe may present a threat of a claim of
infringement and that was not brought to the attention of SpectraPoint in
writing prior to SpectraPoint's execution of this Agreement.
The obligations of SpectraPoint under this paragraph shall not apply if, at the
time REMEC is seeking to invoke the benefits of this paragraph, this Agreement
has been terminated due to material breach or default by REMEC or if the claim
or suit arises out of REMEC selling or otherwise providing Products to any
entity other than SpectraPoint, its affiliate, or an authorized third party.
Without limiting SpectraPoint's obligations under the foregoing, SpectraPoint
shall be afforded reasonable opportunity to modify any allegedly infringing
specifications to avoid infringement.
The foregoing obligations of SpectraPoint shall not apply to claims arising from
changes to the specifications made subsequent to SpectraPoint providing the
specifications to REMEC or from combinations of the Product with other items
where the claimed infringement is based on the combination and not on the
specifications provided by SpectraPoint.
SECTION XI
DISPUTES
11.1 Dispute Resolution. In the event any controversy, claim, dispute,
difference, or misunderstanding between REMEC and SpectraPoint (a "dispute")
arises out of or relates to this Agreement, any term or condition hereof, or any
of the Products or services to be provided hereunder, a senior executive
(Vice-President or higher) of each party will meet and negotiate in good faith
in an attempt to amicably resolve such dispute. Such meetings for this purpose
must be held within ten Business Days, or such other time period as may be
mutually agreed by the parties, after their good faith efforts to resolve any
Dispute within ten (10) Business Days after written notice by either party that
a Dispute exists. The notice will include a clear and detailed description of
the dispute. If the parties are unable to resolve the dispute through good faith
negotiations within such ten Business Day period, either party must, within 45
days after expiration of the tenth Business Day referred to in the immediately
preceding sentence (or the last day of any other period agreed to by the
parties), submit the Dispute to non-binding mediation prior to the initiation of
any formal legal process.
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11.2 Costs of mediation shall be shared equally, and the Parties will use their
best efforts to engage a mediator and complete the mediation process within
thirty (30) days after completion of the dispute resolution process set forth in
Sections 1 and 2 above. Each party shall participate in the mediation session in
good faith and shall be represented in person by an individual with full
authority to settle the Dispute at the mediation session. In the event that the
parties are unable to resolve the Dispute under such mediation, then either
party shall have the right to pursue any remedies available to it relating to
the dispute otherwise available to it under law or equity. The obligation to
mediate prior to initiating legal action shall not apply to any claims for
product liability, personal injury, or property damage, nor shall it apply to
any dispute concerning the possession, use, or disclosure of Proprietary
Information subject to the Non-Disclosure Agreements between the parties.
11.3 Rights to Proceed to Litigation. Notwithstanding any other provision of
this agreement, either party will have the right to apply to a court to seek
interim injunctive or other equitable relief until the Dispute is resolved.
11.4 Confidentiality. All negotiations and mediation proceedings pursuant to
this Article will be confidential and will be treated as compromise and
settlement negotiations for purposes of applicable rules of evidence.
11.5 Continuity of Services and Performance. Unless otherwise agreed in writing
or expressly provided in this Agreement, the parties will continue to provide
service and honor all other commitments under this Agreement during the course
of dispute resolution with respect to all matters not subject to or dependent
upon resolution of such dispute.
SECTION XII
GENERAL TERMS
12.1 Proprietary Information. This Agreement shall be governed by the terms and
conditions contained in the two Proprietary Information Non-Disclosure
Agreements between REMEC and SpectraPoint, effective as of February 8, 1999 and
December 17, 1997 (as amended November 4, 1998), copies of which are included as
Schedule B. These Non-Disclosure Agreements shall continue in full force and
effect through the term of this Agreement and thereafter in accordance with
their terms.
12.2 Public Disclosure. Neither party shall publicize the existence or scope of
this Agreement without the other party's written consent. REMEC shall require
this same agreement on the part of any subcontractor to whom the information
regarding the existence or scope of this Agreement is disclosed. The foregoing
is not intended to exclude the provision of necessary information to
subcontractors or prospective subcontractors and either party's personnel,
agents, or consultants, provided that such provision is not in violation of the
provisions of Section 12.1 regarding disclosure of Proprietary Information. This
provision shall survive the expiration, termination, or
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cancellation of the Agreement for a period of two (2) years.
12.3 Hazardous Materials. REMEC shall certify the following on all bills of
lading: "This is to certify that the above-named articles are properly
classified, described, packaged, marked, and labeled and are in proper condition
for transportation according to any applicable transportation regulations." In
addition, REMEC certifies that the Product is produced in accordance with
applicable environmental regulations.
12.4 Order of Precedence. Any attachment referenced on the front side of the
Purchase Order shall be deemed for all purposes to be an integral part of the
Purchase Order. In the event of irreconcilable conflict between such referenced
attachments and the terms stated herein, the following order of precedence shall
control: (1) page 1 of the SpectraPoint Purchase Order (not including this
Agreement or other terms incorporated by reference); (2) Product
specification(s); (3) the Statement of Work; (4) this Agreement (including the
Schedules attached hereto); (5) other attachments to the Purchase Order; and (6)
other terms incorporated by reference in the Purchase Order.
12.5 Governing Law. This Agreement and any dispute arising under or in
connection with this Agreement, including any action in tort, shall be construed
in accordance with and governed by the laws of the State of New York without
reference to the conflicts or choice of law principles thereof.
12.6 Force Majeure. Neither party shall be responsible for any failure to comply
with the terms of this Agreement because of causes beyond its reasonable
control. Those causes shall include: fire, strike, flood, public enemy, riot,
war (whether declared or not), rebellion, insurrection, sabotage, epidemic,
quarantine, transportation including hijacking, skyjacking, and shipjacking,
inability to secure necessary raw materials or machinery (except that this shall
not apply if such material or machinery could be purchased at any price,
including a price higher than planned by REMEC), acts of God, acts of any
government, and judicial action. In such event, the contract price and schedule
of performance shall be adjusted to reflect the impact of the delay incurred.
Where such excusable delay results in a delivery delay in excess of 30 days,
SpectraPoint may terminate the delayed portion of the Agreement under the terms
of Paragraphs 8.1(a) and 8.3(a), and seek an alternative source of supply for
the delayed quantity of Products; If the Force Majeure event exceeds 90 days,
either REMEC or SpectraPoint may terminate this Agreement by written notice, in
the manner consistent with the terms of Paragraphs 8.1(a) and 8.3(a).
12.7 Export. Each party agrees that it will not knowingly and that it shall use
reasonable commercial efforts not to: (a) export or re-export, directly or
indirectly, any technical data (as defined by the U.S. Export Administration
Regulations), including software received from the other party under this
Agreement, (b) export or re-export, directly or indirectly, any direct product
of such technical data, including software, to any destination or person to
which such export or re-export is restricted or prohibited by U.S. or non-U.S.
law without obtaining prior authorization from U.S. Department of
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SpectraPoint Wireless LLC/REMEC, Inc. Proprietary
<PAGE> 17
Commerce and other competent government authorities to the extent required by
those laws. This clause shall survive termination or cancellation of this
Agreement.
12.8 Regulatory Approval. SpectraPoint is responsible for each Product's
compliance, but REMEC shall not make changes that preclude Product compliance,
with all applicable UL, CSA, FCC and other approvals, standards and regulations.
SpectraPoint will notify REMEC in advance of designating REMEC's manufacturing
location as the same manufacturing location for the purposes of such approvals.
12.9 Assignability. Neither party hereto may assign its rights and obligations
under this Agreement without the express written consent of the non-assigning
party, except that SpectraPoint may assign its rights and obligations under this
Agreement to any parent, successor, Affiliate, or wholly owned subsidiary
without the consent of REMEC. REMEC shall be provided with written notice of any
such assignment. For purposes of forecasting purchases, pricing the Product,
forecasts and purchases by any authorized assignee(s) shall be considered in
aggregate with forecasts and purchases by SpectraPoint.
12.10 Notices. All notices required or sought to be given under this Agreement
shall be in writing and shall be deemed to have been made as if delivered
personally, if sent by certified or registered mail (postage prepaid), sent by
overnight delivery or by fax, and addressed as follows:
If to SPECTRAPOINT WIRELESS LLC:
1125 East Collins Blvd.
Richardson, TX 75081
[*]
If to REMEC, INC.:
1990 Concourse Drive
San Jose, CA 95131-1719
Attention: Ben Smith
Program Director
12.11 Severability. If any provisions of this Agreement are declared to be
invalid, such provisions shall be severed from this Agreement and the other
provisions shall remain in full force and effect. A waiver of a breach or
default under this Agreement shall not be deemed to be a waiver of any
subsequent breach or default.
12.12 Quality Management System. REMEC shall maintain a Quality Management
System that meets ISO 9001 requirements unless otherwise approved by
SpectraPoint.
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SpectraPoint Wireless LLC/REMEC, Inc. Proprietary
<PAGE> 18
12.13 Continuous Improvement Process. REMEC commits to a continuous improvement
philosophy and timely failure analysis of field returns. REMEC commits to 100%
failure analysis of all returned Product for a time to be determined by REMEC,
but not less than one year, at no cost to SpectraPoint. REMEC and SpectraPoint
agree to timely review the 100% failure analysis.
12.14 Verification. REMEC agrees to permit SpectraPoint to verify the quality of
supplies and services being provided under this Agreement at any production
stage in REMEC's facility, on a non-interference basis. Verification may consist
of a physical assessment/surveillance of REMEC's facilities, directly related to
performance under this Agreement to which these terms apply, and quality
programs or a source inspection. Any SpectraPoint customer wishing to witness
inspection will be approved by REMEC only on a case-by-case basis. Such approval
shall not be unreasonably withheld. REMEC shall positively correct deficiencies
identified during such verification in the most expeditious manner possible.
REMEC shall provide all reasonable facilities and assistance for the safety and
convenience of personnel engaged in such verification.
12.15 Acceptance and Inspection.
(a) Acceptance: REMEC pre-shipment acceptance inspection of the
Product will be based upon acceptance test and product inspection
to workmanship procedures. In the event that Product contains
minor non-conformance(s) to REMEC workmanship procedures, REMEC
shall have the authority to perform an engineering evaluation of
the Product to determine the proper disposition (i.e., use-as-is,
rework, or repair). Minor nonconformances are defined as those
that do not affect form, fit, function, or reliability of the
delivered Product.
SpectraPoint Product acceptance or rejection shall occur within
ten (10) Business days of Product receipt by SpectraPoint.
SpectraPoint reserves the right to accept non-conforming Products
with an equitable adjustment downward of the unit price for the
non-conforming Products.
(b) Inspection: REMEC is required to ensure that the manufacturing
processes used meet the technical requirements of the applicable
drawings, specifications, engineering changes, and added
requirements of each Purchase Order. An inspection system
sufficient to verify the technical requirements must be
maintained and REMEC shall provide objective evidence of such a
system on request. REMEC shall be responsible for the performance
of all activities affecting quality and schedule, including those
of its suppliers. SpectraPoint reserves the right to review
REMEC's quality assurance and quality control procedures. The
Products provided by REMEC under this Agreement are subject to
inspection and witnessing of REMEC testing by SpectraPoint's
representative, who shall be granted
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SpectraPoint Wireless LLC/REMEC, Inc. Proprietary
<PAGE> 19
access, on a non-interference basis, to those parts of REMEC's
plant(s) engaged in the manufacturing or processing of this
Agreement. Upon request from SpectraPoint to conduct an
inspection/witness testing, REMEC will provide the next available
date or dates this inspection/witness testing can be made. If,
for any reason, the date should be set back, REMEC shall
telephone or fax SpectraPoint immediately. The representative's
inspection and witnessing of testing, the lack thereof, or lack
of response shall in no way release REMEC from any obligations
related to this Agreement.
12.16 Physical Security Requirements. Paragraphs 12.14 and 12.15 shall not be
construed to require REMEC to violate any existing governmental rules or
regulations for purposes of giving SpectraPoint access to its facilities.
12.17 [*]
12.18 Non-Waiver. Any alterations, variations, modifications, or waivers of the
provisions of this Agreement or of any document or agreement incorporated herein
shall be valid only when they have been mutually agreed and reduced to a single
writing signed by both parties. The terms of this Paragraph shall not be deemed
to have been waived by oral agreement, course of performance, or by any means
other than a signed written agreement expressly providing for such waiver.
12.19 No Consequential Damages. NEITHER PARTY SHALL BE LIABLE FOR SPECIAL,
INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING, LOSS OF PROFITS, LOSS
OF USE OR DATA, OR INTERRUPTION OF BUSINESS, WHETHER THE ALLEGED DAMAGES ARE
LABELED IN TORT, CONTRACT, INDEMNITY, OR OTHERWISE, EVEN IF THE OTHER PARTY HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
12.20 Spare Parts. Not later than twelve (12) months prior to termination of
production of the Product, REMEC shall notify SpectraPoint of its intent to
discontinue manufacture of any Product. SpectraPoint shall provide REMEC within
sixty (60) days thereafter its best estimate of the volume of parts, listed by
part number, that SpectraPoint will need for all future repair or service.
SpectraPoint will then have the following options:
(a) To purchase an estimated lifetime quantity from REMEC at the then
applicable parts price list, in which case REMEC shall procure
and produce such parts within a reasonably prompt time period and
ship such to SpectraPoint. Payment therefor shall be no later
than 30 days after receipt of invoice for the delivered Products;
or
(b) SpectraPoint and REMEC shall negotiate and mutually agree upon a
contingency plan for producing spare parts. Such plan shall
address production, storage, delivery terms, and pricing.
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SpectraPoint Wireless LLC/REMEC, Inc. Proprietary
<PAGE> 20
12.21 Service. REMEC shall directly or by subcontract maintain capacity to
service and repair all Products for the time period necessary to meet its
warranty commitments. In addition, REMEC shall provide to SpectraPoint upon
request all available service repair documentation that is in REMEC's possession
or control and is or has been used by REMEC for such Product, except that REMEC
need not provide such documentation for any Modules containing REMEC exclusive
Designs. Individual Modules containing REMEC exclusive Designs are factory
repairable only.
12.22 No Agency. REMEC's relationship with SpectraPoint is that of an
independent contractor, and nothing in this Agreement is intended to create any
agency, partnership, joint venture, or franchise relationship. Neither party has
the right or authority to, and shall not, assume or create any obligation of any
nature whatsoever on behalf of the other party or bind the other party in any
respect whatsoever.
12.23 Suspension of Performance. SpectraPoint may, at any time, by written
notice to REMEC, suspend further performance of all or any portion of the
Agreement by REMEC. Such suspensions shall not exceed one hundred eighty (180)
consecutive days each nor aggregate more than two hundred seventy (270) days.
Upon receiving any such notice of suspension, REMEC shall promptly suspend
further performance of the Agreement to the extent specified and, during the
period of such suspension, shall properly care for and protect all work in
progress and materials, supplies, and equipment that REMEC has on hand for
performance of the Agreement. REMEC shall use its best efforts to utilize its
material, labor, and equipment in such a manner as to mitigate costs associated
with suspension. SpectraPoint, at any time, may withdraw the suspension as to
all or part of the suspended performance by written notice to REMEC specifying
the effective date and scope of withdrawal, and REMEC shall, on the specified
date of withdrawal, resume diligent performance of the work for which the
suspension is withdrawn. If REMEC believes that any such suspension or
withdrawal of suspension justifies modification of the Agreement price or time
for performance, REMEC shall submit in writing, within 45 days of receipt of the
notice of suspension or withdrawal of suspension, a proposed equitable
adjustment thereof.
12.24 Mechanics' Liens. REMEC's obligations under the Agreement shall include
keeping premises of SpectraPoint free from all claims, liens, and encumbrances.
REMEC, for itself and all of its contractors and suppliers at any tier, waives
all rights of lien against the property and premises of SpectraPoint for labor
performed or for Products furnished.
12.25 SpectraPoint Property In REMEC's Possession. REMEC shall preserve in good
condition all special drawings, dies, patterns, tooling, or other items supplied
or paid for by SpectraPoint; such items are the property of SpectraPoint unless
otherwise specified, and the same such items shall be returned in good condition
when the Agreement has been completed or terminated or at any other time as
requested by SpectraPoint. REMEC shall keep all property of SpectraPoint free
from all claims, liens, and encumbrances. No
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SpectraPoint Wireless LLC/REMEC, Inc. Proprietary
<PAGE> 21
such property supplied or paid for by SpectraPoint shall be used by REMEC for
any purpose other than supplying SpectraPoint, without REMEC first obtaining the
written consent of SpectraPoint thereto. If material, equipment, special
drawings, dies, patterns, or other items are furnished by SpectraPoint for
performance of the Agreement, all risks of loss thereof or damage thereto shall
be upon REMEC from the time of receipt by REMEC until redelivery to and receipt
by SpectraPoint.
12.26 SpectraPoint Provided Material. Title to all material provided by
SpectraPoint pursuant to this Agreement shall remain with SpectraPoint.
Liability for loss or damage to such material, in excess of an allowance for
shrinkage, typically specified in the Production Plan, will pass to REMEC after
REMEC has signed for receipt from the carrier. Liability for loss or damage to
SpectraPoint provided material, including finished Products incorporating such
material, will pass back to SpectraPoint at the same time as the risk of loss
passes to SpectraPoint for the Product.
(a) SpectraPoint warrants that at the time of delivery of
SpectraPoint provided material SpectraPoint has free and clear
title to the SpectraPoint provided material, and warrants that
such material is free of faulty workmanship and materials, that
it meets applicable specifications and that any tooling and test
equipment that is part of the SpectraPoint provided material
performs the functions on which REMEC will rely to manufacture
the Product(s).
(b) SpectraPoint shall have the option to replace or repair defective
SpectraPoint provided material. This shall be REMEC's sole and
exclusive remedy for defective SpectraPoint provided materials.
12.27 Binding Effect; No Third party Beneficiaries. This Agreement will be
binding upon and inure to the benefit of the parties hereto and their respective
successors and permitted assigns. Except as otherwise expressly provided herein,
the provisions of this Agreement are solely for the benefit of the parties and
are not intended to confer upon any person except the parties any rights or
remedies hereunder. Except as otherwise expressly provided herein, there are no
third-party beneficiaries of this Agreement and this Agreement shall not provide
any third party with any remedy, claim, liability, reimbursement, claim of
action, or other right.
12.28 Survival. Paragraphs 5.1, 5.3, 9.1, 9.2, 9.3, 9.5, 9.6; Section X; and
Paragraphs 11.1, 11.2, 12.1, 12.2, 12.5, 12.7, 12.11, 12.17, 12.18, 12.19,
12.20, 12.22, 12.23, 12.24, 12.25, and 12.27 shall survive termination of this
Agreement.
12.29 Proprietary Rights Warranties. REMEC and SpectraPoint each warrant to the
other that it is the owner or licensee of all proprietary rights in the
information provided to the other in order to design, develop and manufacture
the products, and that it has the unqualified right to make available to the
other the material and other information, including drawings, designs and
specifications, and to grant such licenses as are contemplated under the terms
of this Agreement.
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SpectraPoint Wireless LLC/REMEC, Inc. Proprietary
<PAGE> 22
12.30 Entire Agreement. This Agreement contains the entire understanding between
the parties with respect to the subject matter of this Agreement and supersedes
all prior oral and written agreements and negotiations between the parties.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year set forth below.
REMEC, INC. SPECTRAPOINT WIRELESS LLC
/s/ Errol Ekaireb /s/ Ed Cantwell
- ------------------------------------ ----------------------------------
President President
23 Dec 1999 22 Dec 1999
- ------------------------------------ ----------------------------------
Date Date
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SpectraPoint Wireless LLC/REMEC, Inc. Proprietary
<PAGE> 23
SCHEDULE A
PROPRIETARY INFORMATION NON-DISCLOSURE AGREEMENTS
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SpectraPoint Wireless LLC/REMEC, Inc. Proprietary
<PAGE> 1
EXHIBIT 10.10
WAIVER AND THIRD AMENDMENT TO PARTICIPATION AGREEMENT
This Waiver and Third Amendment to Participation Agreement (this "Third
Amendment"), dated as of February 24, 2000, is entered into among REMEC, INC., a
California corporation, as Lessee; UNION BANK OF CALIFORNIA, N.A., not in its
individual capacity except as expressly stated herein but solely as Certificate
Trustee; the Persons named on Schedule I-A of the Participation Agreement
(together with their respective permitted successors, assigns and transferees),
as Certificate Purchasers; the Persons listed on Schedule I-B of the
Participation Agreement (together with their respective permitted successors,
assigns and transferees), as Lenders; and UNION BANK OF CALIFORNIA, N.A., as
Agent.
W I T N E S S E T H:
WHEREAS, Lessee, Lessor, Agent, the Certificate Purchasers and the
Lenders have entered into that certain Participation Agreement, dated as of
August 25, 1998 (as amended by those certain First and Second Amendments to
Participation Agreement, dated as of September 29, 1998 and September 21, 1999,
respectively, the "Participation Agreement") (capitalized terms used herein
without definition shall have the meanings ascribed to them in Appendix 1 to the
Participation Agreement, except as modified pursuant to Section 3 below); and
WHEREAS, the parties hereto desire to enter into this Third Amendment
in order to amend the Participation Agreement and Appendix 1 thereto to modify
certain terms in those documents with respect to the matters provided for in
this Third Amendment.
NOW, THEREFORE, in consideration of the foregoing premises, the mutual
terms and conditions herein contained, and for other good and valuable
consideration the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
Section 1. Waiver. Lessor, Agent and each of the Participants hereby
(a) waive, for the fiscal quarter of Lessee ended October 31, 1999, and only for
such fiscal quarter, compliance with (i) the Funded Debt to EBITDA ratio
requirement set forth in Section 5.11 of the Participation Agreement, (ii) the
restrictions on loans or advances to Affiliates and Subsidiaries set forth in
Section 5.19 of the Participation Agreement, and (iii) the limitation on
quarterly losses set forth in Section 5.23 of the Participation Agreement, and
(b) agree that such noncompliance shall not constitute a Lease Default or a
Lease Event of Default. The waiver here given is specific to the covenants, and
for the fiscal quarter of Lessee, referred to above and shall not operate as a
waiver of compliance by Lessee with any other covenants set forth in the
Participation Agreement, or with the covenants set forth above for any other
fiscal quarter of Lessee.
Section 2. Modifications to Participation Agreement. The parties hereto
amend the Participation Agreement as follows and all references to the words
"Participation Agreement" shall hereinafter refer to the Participation Agreement
as amended by this Section 2 and by Section 3 below:
2.1 Section 2.15 of the Participation Agreement is amended and
restatedin its entirety to read as follows:
SECTION 2.15. Collateralization. Lessee shall at all times
cause its obligations under the Lessee Guarantee to be collateralized
to the extent and in the manner provided in this Section 2.15.
(a) Lessee shall cause its obligations under the
Lessee Guarantee to be collateralized with Liquid Assets which
constitute Permitted Investments and have an aggregate Current Value of
not less than the Lease Balance until such time as Lessee has delivered
to
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<PAGE> 2
Agent on behalf of Lessor and each of the Participants a
quarterly or annual financial statement of Lessee as required
by Section 5.6(a) or Section 5.6(b) of the Participation
Agreement, as the case may be, which reflects that (i) as at
the end of each of the four (4) consecutive fiscal quarters of
Lessee most recently ended, Lessee has maintained (A) a
Tangible Net Worth of not less than the sum of (1) One Hundred
Sixty-five Million Dollars ($165,000,000), (2) ninety percent
(90%) of Lessee's net profit after taxes for each fiscal
quarter of Lessee ending after October 31, 1999 and on or
before the date of computation, and (3) one hundred percent
(100%) of the net proceeds of any equity securities issued by
Lessee on or after November 1, 1999, (B) a ratio of Funded
Debt to EBITDA of not more than 1.5:1.0, (C) a ratio of cash,
accounts receivable and marketable securities to current
liabilities of not less than 1.5:1.0, as such terms are
defined by GAAP, and (D) a ratio of EBITDA, plus Rent and all
operating and capital lease payments, for the twelve (12)
month period preceding the date of calculation to Fixed
Charges of not less than 2.0:1.0, and (ii) for each of the
four (4) consecutive fiscal quarters of Lessee most recently
ended, Lessee has achieved an operating profit of not less
than Two Million Two Hundred Fifty Thousand Dollars
($2,250,000).
(b) From and after Lessee's delivery to Agent of the
financial statement referred to in Section 2.15(a), Lessee
shall cause its obligations under the Lessee Guarantee to be
collateralized with Liquid Assets which constitute Permitted
Investments and have an aggregate Current Value of not less
than Six Million Dollars ($6,000,000).
(c) The collateralization required by this Section
2.15 shall operate to reduce the Applicable Margin as and to
the extent provided in the definition of such term which is
set forth in Appendix 1 to the Participation Agreement.
2.2 Section 5.8 of the Participation Agreement is amended and
restated in its entirety to read as follows:
SECTION 5.8. Tangible Net Worth. Lessee will at all times
maintain a Tangible Net Worth of not less than the sum of (a) One
Hundred Sixty-five Million Dollars ($165,000,000), (b) ninety percent
(90%) of Lessee's net profit after taxes for each fiscal quarter of
Lessee ending after October 31, 1999 and on or before the date of
computation, and (c) one hundred percent (100%) of the net proceeds of
any equity securities issued by Lessee on or after November 1, 1999.
2.3 Section 5.9 of the Participation Agreement is hereby
deleted in its entirety.
2.4 Section 5.11 of the Participation Agreement is amended and
restated in its entirety to read as follows:
SECTION 5.11. Funded Debt to EBITDA. Lessee will maintain a
ratio of Funded Debt to EBITDA of not more than (a) as at the end of
the fiscal quarter of Lessee ending January 31, 2000, 2.50:1.00, (b) as
at the end of the fiscal quarter of Lessee ending April 30, 2000,
2.00:1.00, and (c) as at the end of the fiscal quarter of Lessee ending
July 31, 2000, and at all times thereafter, 1.5:1.0.
2.5 The second sentence of Section 5.18 of the Participation
Agreement is hereby amended to read as follows:
Lessee will not, and will not permit any Subsidiary to, borrow any
money, become contingently liable to borrow money, or enter any
agreement to directly or indirectly obtain borrowed money, except
pursuant to agreements made with UBOC, except for loans and other
borrowings secured by liens permitted by Section 5.2 and except for
obligations incurred by AirTech under the foreign exchange and shipside
bond facilities of AirTech referred to in Section 5.19(a)(iv).
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<PAGE> 3
2.6 Section 5.19 of the Participation Agreement is amended and
restated in its entirety to read as follows:
SECTION 5.19. Loans, Advances and Guaranties. Lessee will not,
and will not permit any Subsidiary to, except in the ordinary course of
business as currently conducted, make any loans or advances, become a
guarantor or surety, pledge its credit or properties in any manner or
extend credit; provided, however, that (a) Lessee may (i) make loans or
advances to its Affiliates or Subsidiaries, (ii) make a loan to
SkyOnline Inc. (formerly known as Direct-to-Phone International, Inc.)
("SkyOnline") in a principal amount not to exceed Five Million Dollars
($5,000,000), (iii) guarantee the obligations of AirTech referred to in
Section 5.19(b), and (iv) guarantee the obligations of AirTech to
Lloyds Bank arising under the foreign exchange facility in an amount
not to exceed Five Hundred Thousand Pounds Sterling (GBP500,000) and
the shipside bond facility in an amount not to exceed One Hundred
Thousand Pounds Sterling (GBP100,000) which are presently provided to
AirTech by Lloyds Bank, and (b) AirTech may (i) provide E-Plus
Mobilfunk GmbH with a contract performance bond in an amount not to
exceed One Million Seven Hundred Fifty Thousand German Marks
(DM1,750,000) and with an expiry of not later than June 30, 2000, and
(ii) provide Bouygues Telecom SA with a contract performance bond in an
amount not to exceed Four Million Seven Hundred Thousand French Francs
(FF4,700,000) and with an expiry of not later than December 31, 2000.
2.7 Section 5.20(b) of the Participation Agreement is amended
and restated in its entirety to read as follows:
(b) Lessee's purchase of preferred stock in SkyOnline in the amount of
Four Million Six Hundred Thousand Dollars ($4,600,000).
2.8 Section 5.23 of the Participation Agreement is amended and
restated in its entirety to read as follows:
SECTION 5.23. Profitability. Lessee will not (a) incur a
cumulative net loss for any two or more consecutive fiscal quarters
(commencing with the two fiscal quarter period of Lessee ending April
30, 2000), and (b) incur a net loss for any fiscal year (commencing
with the fiscal year of Lessee ending January 31, 2001).
Section 3. Modifications to Appendix 1. The parties hereto hereby amend
Appendix 1 to the Participation Agreement as follows, and all references to
"Appendix 1" or "Appendix 1 to the Participation Agreement" or "Appendix 1 to
that certain Participation Agreement. . ." (and whether or not identifying the
parties thereto) shall hereinafter refer to Appendix 1 as amended hereby:
3.1 The final two (2) sentences of the definition of the term
"Applicable Margin" are hereby amended and restated as follows:
Notwithstanding the foregoing, for any day during an Interest Period
with respect to the portion of the outstanding principal amount of the
Loans which, on such day, are collateralized pursuant to the Pledge
Agreement with Liquid Assets which constitute Permitted Investments,
the Applicable Margin for such day shall be 0.75% (75 basis points).
For purposes of the foregoing sentence (a) the portion of the
outstanding principal amount of the Loans which is so collateralized
shall be determined by multiplying (i) the aggregate outstanding
principal amount of the Loans by (ii) a fraction, the numerator of
which is the Current Value (as defined in the Pledge Agreement) of the
Liquid Assets which have so been pledged and the denominator of which
is the Lease Balance, and (b) the portion of the outstanding principal
amount of any given Lender's Loan which is so collateralized shall be
determined by multiplying (i) the outstanding principal amount of such
Lender's Loan by (ii) the fraction more particularly described in
clause (a)(ii) of this sentence.
3.2 The definition of the term "Custodial Agreement" is hereby
deleted in its entirety.
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<PAGE> 4
3.3 The definition of the term "Operative Documents" is hereby
amended by adding to the end of such definition the phrase ", including without
limitation, the Pledge Agreement."
3.4 A definition of the term "Pledge Agreement" is hereby
added immediately following the definition of the term "Plan", said definition
to read as follows:
"Pledge Agreement" shall mean a Security Agreement (Investment
Securities) by Lessee in favor of Agent (both individually and as
Agent), the Certificate Purchasers, the Lenders and each of their
respective successors and assigns, in form and substance satisfactory
to Agent and the Participants, under which Lessee pledges Liquid Assets
as collateral for Lessee's obligations under the Lessee Guarantee.
Section 4. Representations and Warranties. Lessee represents and
warrants to each of the other parties hereto that each of the representations
and warranties of Lessee contained in the Participation Agreement and in each
other Operative Document is true and correct in all material respects on the
date hereof, with the same effect as though made on and as of such date and, for
purposes of this paragraph, all references in such representations and
warranties to the "Operative Documents" shall be deemed to include this Third
Amendment.
Section 5. Effectiveness. This Third Amendment shall become effective
on the date on which Agent, on behalf of itself, Lessor and each of the
Participants, shall have received the following, each in form and substance
satisfactory to Agent, Lessor and each of the Participants:
(a) This Third Amendment, duly executed by each of the parties hereto;
(b) The Pledge Agreement, dated the date of this Third Amendment, duly
executed by Lessee;
(c) Evidence that all steps necessary in the opinion of Agent to
perfect the security interest granted by Lessee pursuant to the Pledge Agreement
have been duly taken; and
(d) Such other documents and agreements as Agent or any Participant may
reasonably require to effectuate the intent and purpose of this Third Amendment
and to establish the accuracy and completeness of the representations and
warranties, and compliance with the terms and conditions, contained in this
Third Amendment, the Participation Agreement and the other documents,
instruments and agreements entered into in connection herewith and therewith.
Section 6. Applicable Law. THIS THIRD AMENDMENT HAS BEEN DELIVERED IN,
AND SHALL IN ALL RESPECTS BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF, THE STATE OF CALIFORNIA, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES
OF SUCH STATE.
Section 7. Counterparts. This Third Amendment may be executed in any
number of counterparts and by different parties hereto on separate counterparts,
each executed counterpart constituting an original but all together one
agreement.
Section 8. Direction to Trustee. By signing this Third Amendment, the
Participants authorize and direct Union Bank of California, N.A., as Certificate
Trustee, and Union Bank of California, N.A., as Agent, to sign this Third
Amendment.
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<PAGE> 5
IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment
to be executed and delivered as of the date first above written.
Lessee: REMEC, INC., a California corporation, as Lessee
By:______________________________________
Name Printed: Mike McDonald
Title: Chief Financial Officer
S-1
<PAGE> 6
Certificate Trustee: UNION BANK OF CALIFORNIA, N.A., not in its individual
capacity except as expressly stated herein, but solely
as Certificate Trustee
By:____________________________________
Name Printed: Andrew R. Ball
Title: Vice President
S-2
<PAGE> 7
Agent: UNION BANK OF CALIFORNIA, N.A., not in its individual capacity
except as expressly stated herein, but solely as Agent
By:____________________________________
Name Printed: Rick Young
Title: Vice President
S-3
<PAGE> 8
Certificate Purchaser: BANKERS COMMERCIAL CORPORATION, as Certificate Purchaser
By:____________________________________
Name Printed: Lance B. Markowitz
Title: President
S-4
<PAGE> 9
Lender: UNION BANK OF CALIFORNIA, N.A., not in its individual capacity
except as expressly stated herein, but solely as Lender
By:____________________________________
Name Printed: Rick Young
Title: Vice President
S-5
<PAGE> 1
EXHIBIT 21.1
SUBSIDIARIES OF THE REGISTRANT
<TABLE>
<CAPTION>
Subsidiary Jurisdiction of Incorporation
- ---------- -----------------------------
<S> <C>
REMEC Microwave, Inc. California
REMEC Wireless, Inc. California
Humphrey, Inc. California
REMEC Magnum, Inc. California
REMEC Veritek, Inc. California
REMEC CSH, Inc. California
REMEC, INC S.A. Costa Rica
REMEC Q-bit, Inc. Florida
REMEC Nanowave, Inc. Nova Scotia, Canada
REMEC Canada Incorporated Nova Scotia, Canada
REMEC WACOM, LP Texas limited partnership
REMEC Airtech, Ltd United Kingdom
REMEC Europe plc United Kingdom
Airtech Wireless, Inc. Delaware (Purchased by REMEC WACOM LP as of
Dba REMEC Airtech, Inc. 2/1/000)
REMEC Leaseco, Inc. California
REMEC Wacom California, Inc. California
REMEC Wacom Texas, Inc. Texas
REMEC Foreign Sales Corporation Barbados
Airtech Wireless Communications Ltd. United Kingdom (Dormant)
</TABLE>
<PAGE> 1
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statements on
Form S-8 (No.'s 333-04224, 333-27353 and 333-37191) and Form S-3 (No.'s
333-25437, 333-30803, 333-45353, 333-45595, 333-46891 and 333-83827) of our
report dated February 25, 2000, included in the Annual Report on Form 10-K of
REMEC, Inc. for the year ended January 31, 2000, with respect to the
consolidated financial statements and schedule included in this Form 10-K.
Our audits also included the financial statement schedule of REMEC, Inc. listed
in Item 14(a). This schedule is the responsibility of REMEC, Inc.'s management.
Our responsibility is to express an opinion based on our audits. In our opinion,
the financial statement schedule referred to above, when considered in relation
to the basic financial statements taken as a whole, presents fairly in all
material respects the information set forth therein.
ERNST & YOUNG LLP
San Diego, California
March 17, 2000
<PAGE> 1
EXHIBIT 23.2
CONSENT OF ARTHUR ANDERSEN, INDEPENDENT AUDITORS
As independent auditors, we hereby consent to the incorporation of our
report dated 24 March 1999 with respect to the financial statements of Airtech
plc as of 31 December 1998 and 1997 and for the years then ended included in
this Form 10-K, into REMEC, Inc.'s previously filed Registration Statements on
Form S-8 (File No.'s 333-04224, 333-27353 and 333-37191) and Form S-3 (File
No.'s 333-25437, 333-30803, 333-45353, 333-45595 and 333-46891).
/s/ ARTHUR ANDERSEN
- -------------------
Arthur Andersen
Chartered Accountants
St. Albans, England
16 March 2000
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> JAN-31-2000
<PERIOD-START> FEB-01-1999
<PERIOD-END> JAN-31-2000
<CASH> 34,835,897
<SECURITIES> 0
<RECEIVABLES> 34,020,822
<ALLOWANCES> 908,664
<INVENTORY> 42,147,112
<CURRENT-ASSETS> 120,181,070
<PP&E> 113,620,988
<DEPRECIATION> (53,331,048)
<TOTAL-ASSETS> 223,929,002
<CURRENT-LIABILITIES> 24,570,741
<BONDS> 0
0
0
<COMMON> 254,303
<OTHER-SE> 187,637,960
<TOTAL-LIABILITY-AND-EQUITY> 223,929,002
<SALES> 189,189,319
<TOTAL-REVENUES> 189,189,319
<CGS> 143,580,168
<TOTAL-COSTS> 143,580,168
<OTHER-EXPENSES> 55,313,266
<LOSS-PROVISION> 246,846
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (7,102,860)
<INCOME-TAX> (428,192)
<INCOME-CONTINUING> (6,674,668)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (6,674,668)
<EPS-BASIC> (0.27)
<EPS-DILUTED> (0.27)
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