8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 7, 2004

REMEC, INC.

(Exact name of registrant as specified in its charter)

1-16541

(Commission File Number)

California	95-3814301
(State or other jurisdiction of incorporation)	(I.R.S. Employer Identification No.)

3790 Via de la Valle, San Diego, CA 92014

(Address of principal executive offices, with zip code)

(858) 505-3713

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

On December 7, 2004, REMEC, Inc. (“REMEC”) issued a press release announcing its financial results for the third quarter of its 2005 fiscal year which ended October 29, 2004. A copy of the press release (dated December 7, 2004 and titled “REMEC Announces Third Quarter FY 2005 Results”) is attached hereto as Exhibits 99.1.

The information contained in this Current Report and in the exhibits attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filings.

Forward-Looking Statements. Statements in the press release attached hereto that are not historical are forward-looking statements, which involve known and unknown risks and uncertainties. Actual results could differ materially from those implied by such forward-looking statements due to a variety of factors, including, general and industry economic conditions, competition, development factors, operating costs and other risks and uncertainties that are detailed from time to time in REMEC’s filings with the Securities and Exchange Commission.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.

The following exhibit is filed with this Current Report:

Exhibit No.	Description
99.1	Press Release, dated December 7, 2004

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	REMEC, INC.
Date: December 7, 2004	By:	/s/ Donald J. Wilkins
		Donald J. Wilkins
		Senior Vice President General Counsel and Secretary

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release, dated December 7, 2004

EX-99.1

Exhibit 99.1

Contact: Marie Castro (858) 505-3399      

News Release

REMEC Announces Third Quarter FY 2005 Results

SAN DIEGO, CA — December 7, 2004 — REMEC, Inc. (NASDAQ: REMC) today announced financial results for its third quarter of fiscal year 2005, which ended October 29, 2004. Net sales from continuing operations for the three months ended October 29, 2004 increased 5.9% to $104.4 million as compared to $98.6 million for the quarter ended October 31, 2003. For the quarter ended October 29, 2004, the Company reported a net loss of $3.5 million or $0.06 per share. This compares to a loss of $4.1 million in the prior year third quarter.

Commenting on the quarter, Tom Waechter, REMEC’s President and CEO stated, “I am encouraged by our third quarter performance. Our Defense & Space business remains strong and the Company’s net loss of $3.5 million is a significant improvement over the second quarter.” Mr. Waechter continued, “Our cash position experienced a solid improvement over the second quarter benefiting from our strategy to sell non-core businesses and improved working capital performance. In addition our gross profit improved from the prior quarter as a direct result of the completion of the final phase of our move of production and procurement from Finland to China.”

The Wireless Systems segment net sales were $78.8 million for the three months ended October 29, 2004, up 1.5% from the comparable year earlier quarter primarily due to strong customer demand for power amplifiers used by the original equipment manufacturer (OEMs). Net sales in the Defense & Space segment rose 22.0%, to $25.6 million, as compared to $21.0 million for the prior year third quarter.

Company Gross profits for the quarter were $19.3 million, or 18.5% of sales. The Wireless Systems gross profit continues to be under pressure from downward pricing pressures on selected products and was adversely impacted by start up costs on new integrated filter and tower mounted amplifier products as well as the normally lower profit levels associated with new product introductions. Gross profit for Defense & Space remains strong. Low-cost basis inventory sales were $2.6 million for the quarter. The prior year third quarter gross profit of $21.9 million, or 22.2% of sales, included $1.9 million of low-cost basis inventory sales and had the benefit of stronger margins in essentially all Wireless Systems businesses.

Selling, general and administrative expenses, or SG&A, increased from 11.7% of sales for the three months ended October 30, 2003 to 13.2% of sales for the three months ended October 29, 2004. SG&A costs totaled $13.8 million for the three months ended October 29, 2004, as compared to $11.5 million for the comparable prior year quarter, an increase of $2.3 million. The increase was primarily due to Sarbanes-Oxley implementation costs and higher consulting costs.

Research and development expenses decreased $2.4 million, or 20.9%, for the three months ended October 29, 2004 as compared to the comparable prior year quarter. Expenses were $11.4 million in the prior year period, which compared to $9.0 million for the three months, ended October 29, 2004. The decrease was primarily due to efficiency improvements and improved cost controls. As a percentage of net sales, research and development expenses decreased to 8.7% for the three months ended October 29, 2004 compared to 11.6% in the comparable prior year.

The Company’s cash and short-term investment balances as of October 29, 2004 totaled $43.1 million, an increase of $16.8 million from the prior quarter. During the quarter REMEC entered into a banking arrangement with Nordea bank, which is in addition to the Company’s $30 million revolving line of credit with Silicon Valley Bank.

For more information:

Management will be holding a conference call to discuss quarterly earnings on December 7, 2004, at 2:00 p.m. Pacific Standard Time (Los Angeles). To participate on the conference call within the U.S., please call (800) 946-0713, confirmation code 922787. From outside the U.S., please call (719) 457-2642, confirmation code 922787, ten minutes prior to the scheduled time of the call. A simultaneous webcast of the call will also be provided by the Company. Log onto the Company’s website at www.remec.com, then click on “Live Webcast-Q3 Earnings Call.”

About REMEC

REMEC is a designer and manufacturer of high frequency subsystems used in the transmission of voice, video and data traffic over wireless communications networks and in space and defense electronics applications.

Forward-looking Statements

Statements in this press release that are not historical are forward-looking statements, which involve known and unknown risks and uncertainties. Actual results could differ materially from those implied by such forward-looking statements due to a variety of factors, including, general and industry economic conditions, competition, development factors, operating costs and other risks and uncertainties that are detailed from time to time in our filings with the Securities and Exchange Commission.

###

REMEC, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited, in thousands, except per share data)

	Three months ended						Nine months ended
	October 29, 2004			October 31, 2003			October 29, 2004			October 31, 2003
Net sales	$	104,369		$	98,575		$	323,058		$	252,369
Cost of sales		85,094			76,672			275,827			194,056
Gross profit		19,275			21,903			47,231			58,313
Operating expenses:
Selling, general and administrative		13,781			11,505			41,432			35,849
Research and development		9,049			11,439			31,274			35,099
Impairment of goodwill		—			—			62,400			—
Restructuring (reversals)/charges		(17	)		—			(888	)		378
Total operating expenses		22,813			22,944			134,218			71,326
Loss from continuing operations		(3,538	)		(1,041	)		(86,987	)		(13,013	)
Gain on sale of facility		—			—			—			945
Interest income and other, net		(504	)		(1,954	)		(193	)		846
Loss before income taxes		(4,042	)		(2,995	)		(87,180	)		(11,222	)
Income taxes		9			(31	)		19			24
Loss from continuing operations	$	(4,051	)	$	(2,964	)	$	(87,199	)	$	(11,246	)
Loss from discontinued operations, net of tax		567			(1,120	)		144			(3,507	)
Net loss	$	(3,484	)	$	(4,084	)	$	(87,055	)	$	(14,753	)
Basic net loss per common share:
Loss from continuing operations	$	(0.07	)	$	(0.05	)	$	(1.41	)	$	(0.19	)
Loss from discontinued operations		0.01			(0.02	)		—			(0.06	)
	$	(0.06	)	$	(0.07	)	$	(1.41	)	$	(0.25	)
Diluted net loss per common share:
Loss from continuing operations	$	(0.07	)	$	(0.05	)	$	(1.41	)	$	(0.19	)
Loss from discontinued operations		0.01			(0.02	)		—			(0.06	)
		(0.06	)		(0.07	)		(1.41	)		(0.25	)
Shares used in computing net loss per common share:
Basic		62,153			59,260			61,974			58,382
Diluted		62,153			59,260			61,974			58,382

REMEC, INC.

CONDENSED CONSOLIDATED BALANCE SHEET

(in thousands)

	October 29, 2004		January 31, 2004
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	40,517	$	44,783
Short-term investments		2,589		10,296
Accounts receivable, net		76,061		64,194
Notes and other receivables		7,271		7,708
Inventories, net		67,746		75,850
Net assets of discontinued operations		—		10,905
Other current assets		3,432		3,481
Total current assets		197,616		217,217
Property, plant and equipment, net	$	67,359	$	75,503
Restricted cash		571		569
Goodwill, net		3,018		65,275
Intangible assets, net		2,653		3,257
Other assets		2,047		2,576
	$	273,264	$	364,397
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	54,532	$	59,855
Accrued expenses and other current liabilities		47,461		47,401
Total current liabilities		101,993		107,256
Deferred income taxes and other long-term liabilities	$	4,328	$	3,999
Shareholders’ equity	$	166,943	$	253,142
	$	273,264	$	364,397