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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549



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Form 10-Q



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|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------



For the quarterly period ended July 30, 2004



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 1-16541



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REMEC, INC.

(Exact name of registrant as specified in its charter)



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|                                                               |  |                                      
|-------------------------------------------------------------- |  | -------------------------------------
|CALIFORNIA                                                     |  | 95-3814301                           
|(State of other jurisdiction of incorporation or organization) |  | I.R.S. Employer Identification Number



|                                                    |  |           
|--------------------------------------------------- |  | ----------
|3790 VIA DE LA VALLE, SUITE 311 DEL MAR, CALIFORNIA |  | 92014     
|(Address of principal executive offices)            |  | (Zip Code)



(858) 505-3713

(Registrants telephone number, including area code)



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Indicate by check whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 month (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    YES  x    NO ̈



Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).    YES  x    NO ̈



Indicate number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable
date:



|                             |  |                                   
|---------------------------- |  | ----------------------------------
|Class                        |  | Outstanding as of: August 31, 2004
|Common Stock, $.01 par value |  | 61,900,221                        



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##### Table of Contents

REMEC, Inc.

Form 10-Q

For The Quarterly Period Ended July 30, 2004



|               |  |                                                                                       |  |         
|-------------- |  | ------------------------------------------------------------------------------------- |  | --------
|Index          |  |                                                                                       |  | Page No.
|PART I         |  | FINANCIAL INFORMATION                                                                 |  |         
|Item 1.        |  | Financial Statements:                                                                 |  |         
|               |  | Condensed Consolidated Balance Sheets                                                 |  | 3       
|               |  | Condensed Consolidated Statements of Operations                                       |  | 4       
|               |  | Condensed Consolidated Statements of Cash Flows                                       |  | 5       
|               |  | Notes to Condensed Consolidated Financial Statements                                  |  | 6       
|Item 2.        |  | Managements Discussion and Analysis of Financial Condition and Results of Operations |  | 16      
|Item 3.        |  | Qualitative and Quantitative Disclosures About Market Risk                            |  | 25      
|Item 4.        |  | Controls and Procedures                                                               |  | 26      
|               |  |                                                                                      
|PART II        |  | OTHER INFORMATION                                                                     |  |         
|Item 1.        |  | Legal Proceedings                                                                     |  | 28      
|Item 6.        |  | Exhibits and Reports on Form 8-K                                                      |  | 28      
|               | 
|SIGNATURES     |  | 29                                                                                   
|               | 
|CERTIFICATIONS |  |                                                                                      
|               | 
|EXHIBITS       |  |                                                                                      
|Exhibit 10.1   |  |                                                                                      
|Exhibit 31.1   |  |                                                                                      
|Exhibit 31.2   |  |                                                                                      
|Exhibit 32.1   |  |                                                                                      



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##### Table of Contents

PART IFINANCIAL INFORMATION



Item 1. Financial Statements.



REMEC, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)



|                                                      |  |              |         |                 |   |        
|----------------------------------------------------- |  | ------------ | ------- | --------------- | - | -------
|                                                      |  | July 30,2004 |         | January 31,2004
|                                                      |  | (unaudited)  |         |                
|ASSETS                                                |  |              |         |                 |   |        
|Current assets:                                       |  |              |         |                 |   |        
|Cash and cash equivalents                             |  | $            | 21,856  |                 | $ | 44,783 
|Short-term investments                                |  |              | 4,494   |                 |   | 10,296 
|Accounts receivable, net                              |  |              | 79,607  |                 |   | 64,194 
|Notes and other receivables                           |  |              | 7,212   |                 |   | 7,708  
|Inventories, net                                      |  |              | 64,643  |                 |   | 75,850 
|Net assets of discontinued operations (Note 8)        |  |              | 8,841   |                 |   | 10,905 
|Other current assets                                  |  |              | 6,963   |                 |   | 3,481  
|                                                      |  |              |         |                 |   |        
|Total current assets                                  |  |              | 193,616 |                 |   | 217,217
|                                                      |  |             
|Property, plant and equipment, net                    |  |              | 68,864  |                 |   | 75,503 
|Restricted cash                                       |  |              | 571     |                 |   | 569    
|Goodwill, net                                         |  |              | 3,018   |                 |   | 65,275 
|Intangible assets, net                                |  |              | 2,824   |                 |   | 3,257  
|Other assets                                          |  |              | 2,229   |                 |   | 2,576  
|                                                      |  |              |         |                 |   |        
|                                                      |  | $            | 271,122 |                 | $ | 364,397
|                                                      |  |              |         |                 |   |        
|LIABILITIES AND SHAREHOLDERS EQUITY                  |  |              |         |                 |   |        
|Current liabilities:                                  |  |              |         |                 |   |        
|Accounts payable                                      |  | $            | 50,894  |                 | $ | 59,855 
|Accrued expenses and other current liabilities        |  |              | 45,030  |                 |   | 47,401 
|                                                      |  |              |         |                 |   |        
|Total current liabilities                             |  |              | 95,924  |                 |   | 107,256
|                                                      |  |             
|Deferred income taxes and other long-term liabilities |  |              | 4,817   |                 |   | 3,999  
|Shareholders equity                                  |  |              | 170,381 |                 |   | 253,142
|                                                      |  |              |         |                 |   |        
|                                                      |  | $            | 271,122 |                 | $ | 364,397
|                                                      |  |              |         |                 |   |        



See accompanying
notes.



3



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##### Table of Contents

REMEC, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited, in thousands, except per share data)



|                                                                            |  |                    |         |   |                  |   |        |              |  |   |               |   |  |   |         |  
|--------------------------------------------------------------------------- |  | ------------------ | ------- | - | ---------------- | - | ------ | ------------ |  | - | ------------- | - |  | - | ------- | -
|                                                                            |  | Three months ended |         |   | Six months ended |  
|                                                                            |  | July 30,2004       |         |   | August 1,2003    |   |        | July 30,2004 |  |   | August 1,2003 |  
|Net sales                                                                   |  | $                  | 108,755 |   |                  | $ | 80,196 |              |  | $ | 218,689       |   |  | $ | 153,795 |  
|Cost of sales                                                               |  |                    | 98,807  |   |                  |   | 60,302 |              |  |   | 190,734       |   |  |   | 117,385 |  
|                                                                            |  |                    |         |   |                  |   |        |              |  |   |               |   |  |   |         |  
|Gross profit                                                                |  |                    | 9,948   |   |                  |   | 19,894 |              |  |   | 27,955        |   |  |   | 36,410  |  
|Operating expenses:                                                         |  |                    |         |   |                  |   |        |              |  |   |               |   |  |   |         |  
|Selling, general and administrative                                         |  |                    | 14,199  |   |                  |   | 11,611 |              |  |   | 27,545        |   |  |   | 24,345  |  
|Research and development                                                    |  |                    | 10,542  |   |                  |   | 11,775 |              |  |   | 22,225        |   |  |   | 23,660  |  
|Impairment of goodwill (Note 10)                                            |  |                    | 62,400  |   |                  |   |       |              |  |   | 62,400        |   |  |   |        |  
|Restructuring and impairment of other long-lived assets (reversals)/charges |  |                    | (765    | ) |                  |   | 378    |              |  |   | (765          | ) |  |   | 378     |  
|                                                                            |  |                    |         |   |                  |   |        |              |  |   |               |   |  |   |         |  
|Total operating expenses                                                    |  |                    | 86,376  |   |                  |   | 23,764 |              |  |   | 111,405       |   |  |   | 48,383  |  
|                                                                            |  |                    |         |   |                  |   |        |              |  |   |               |   |  |   |         |  
|Loss from continuing operations                                             |  |                    | (76,428 | ) |                  |   | (3,870 | )            |  |   | (83,450       | ) |  |   | (11,973 | )
|Gain on sale of facility                                                    |  |                    |        |   |                  |   | 945    |              |  |   |              |   |  |   | 945     |  
|Interest income and other, net                                              |  |                    | 463     |   |                  |   | 777    |              |  |   | 312           |   |  |   | 2,800   |  
|                                                                            |  |                    |         |   |                  |   |        |              |  |   |               |   |  |   |         |  
|Loss before income taxes                                                    |  |                    | (75,965 | ) |                  |   | (2,148 | )            |  |   | (83,138       | ) |  |   | (8,228  | )
|Income taxes                                                                |  |                    | 7       |   |                  |   | 555    |              |  |   | 10            |   |  |   | 555     |  
|                                                                            |  |                    |         |   |                  |   |        |              |  |   |               |   |  |   |         |  
|Loss from continuing operations                                             |  | $                  | (75,972 | ) |                  | $ | (2,703 | )            |  | $ | (83,148       | ) |  | $ | (8,783  | )
|                                                                            |  |                    |         |  
|Loss from discontinued operations, net of tax                               |  |                    | (500    | ) |                  |   | (855   | )            |  |   | (423          | ) |  |   | (1,886  | )
|                                                                            |  |                    |         |   |                  |   |        |              |  |   |               |   |  |   |         |  
|Net loss                                                                    |  | $                  | (76,472 | ) |                  | $ | (3,558 | )            |  | $ | (83,571       | ) |  | $ | (10,669 | )
|                                                                            |  |                    |         |   |                  |   |        |              |  |   |               |   |  |   |         |  
|Basic net loss per common share:                                            |  |                    |         |   |                  |   |        |              |  |   |               |   |  |   |         |  
|Loss from continuing operations                                             |  | $                  | (1.22   | ) |                  | $ | (0.05  | )            |  | $ | (1.34         | ) |  | $ | (0.15   | )
|Loss from discontinued operations                                           |  |                    | (0.01   | ) |                  |   | (0.01  | )            |  |   | (0.01         | ) |  |   | (0.03   | )
|                                                                            |  |                    |         |   |                  |   |        |              |  |   |               |   |  |   |         |  
|                                                                            |  | $                  | (1.23   | ) |                  | $ | (0.06  | )            |  | $ | (1.35         | ) |  | $ | (0.18   | )
|                                                                            |  |                    |         |   |                  |   |        |              |  |   |               |   |  |   |         |  
|Diluted net loss per common share:                                          |  |                    |         |   |                  |   |        |              |  |   |               |   |  |   |         |  
|Loss from continuing operations                                             |  | $                  | (1.22   | ) |                  | $ | (0.05  | )            |  | $ | (1.34         | ) |  | $ | (0.15   | )
|Loss from discontinued operations                                           |  |                    | (0.01   | ) |                  |   | (0.01  | )            |  |   | (0.01         | ) |  |   | (0.03   | )
|                                                                            |  |                    |         |   |                  |   |        |              |  |   |               |   |  |   |         |  
|                                                                            |  | $                  | (1.23   | ) |                  | $ | (0.06  | )            |  | $ | (1.35         | ) |  | $ | (0.18   | )
|                                                                            |  |                    |         |   |                  |   |        |              |  |   |               |   |  |   |         |  
|Shares used in computing net loss per common share:                         |  |                    |         |   |                  |   |        |              |  |   |               |   |  |   |         |  
|Basic                                                                       |  |                    | 61,965  |   |                  |   | 58,520 |              |  |   | 61,884        |   |  |   | 57,944  |  
|                                                                            |  |                    |         |   |                  |   |        |              |  |   |               |   |  |   |         |  
|Diluted                                                                     |  |                    | 61,965  |   |                  |   | 58,520 |              |  |   | 61,884        |   |  |   | 57,944  |  
|                                                                            |  |                    |         |   |                  |   |        |              |  |   |               |   |  |   |         |  



See accompanying
notes.



4



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REMEC, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited, in thousands)



|                                                                            |  |                  |         |   |               |   |         |  
|--------------------------------------------------------------------------- |  | ---------------- | ------- | - | ------------- | - | ------- | -
|                                                                            |  | Six months ended |        
|                                                                            |  | July 30,2004     |         |   | August 1,2003 |  
|OPERATING ACTIVITIES                                                        |  |                  |         |   |               |   |         |  
|Net loss from continuing operations                                         |  | $                | (83,148 | ) |               | $ | (8,783  | )
|Adjustments to reconcile net loss to net cash used by operating activities: |  |                  |         |   |               |   |         |  
|Depreciation and amortization                                               |  |                  | 9,886   |   |               |   | 8,882   |  
|Impairment of goodwill                                                      |  |                  | 62,400  |   |               |   |        |  
|Unrealized gain/(loss) on foreign currency hedges                           |  |                  | 1,395   |   |               |   | (1,694  | )
|Gain on sale of facilities                                                  |  |                  |        |   |               |   | (945    | )
|Other                                                                       |  |                  | (765    | ) |               |   | 1       |  
|Changes in operating assets and liabilities:                                |  |                  |         |   |               |   |         |  
|Accounts and other receivables                                              |  |                  | (14,376 | ) |               |   | (3,686  | )
|Inventories                                                                 |  |                  | 10,805  |   |               |   | (16,999 | )
|Other current assets                                                        |  |                  | (3,482  | ) |               |   | 195     |  
|Accounts payable                                                            |  |                  | (8,961  | ) |               |   | 6,380   |  
|Accrued expenses, deferred income taxes and other long-term liabilities     |  |                  | (990    | ) |               |   | (6,657  | )
|                                                                            |  |                  |         |   |               |   |         |  
|Net cash used by operating activities                                       |  |                  | (27,236 | ) |               |   | (23,306 | )
|INVESTING ACTIVITIES                                                        |  |                  |         |   |               |   |         |  
|Additions to property, plant and equipment                                  |  |                  | (8,018  | ) |               |   | (7,525  | )
|Change in restricted cash                                                   |  |                  | (2      | ) |               |   | 16,480  |  
|Payment for acquisition, net of cash acquired                               |  |                  |        |   |               |   | (1,847  | )
|Short-term investments, net                                                 |  |                  | 5,247   |   |               |   | (2,696  | )
|Proceeds from sale of property, plant & equipment                           |  |                  | 5,145   |   |               |   | 6,190   |  
|Other assets                                                                |  |                  | 204     |   |               |   | 136     |  
|                                                                            |  |                  |         |   |               |   |         |  
|Net cash provided by investing activities                                   |  |                  | 2,576   |   |               |   | 10,738  |  
|FINANCING ACTIVITIES                                                        |  |                  |         |   |               |   |         |  
|Proceeds from issuance of long term debt                                    |  |                  |        |   |               |   |        |  
|Proceeds from sale of common stock                                          |  |                  | 1,997   |   |               |   | 1,756   |  
|                                                                            |  |                  |         |   |               |   |         |  
|Net cash provided by financing activities                                   |  |                  | 1,997   |   |               |   | 1,756   |  
|Decrease in cash from continuing operations                                 |  |                  | (22,663 | ) |               |   | (10,812 | )
|Net cash provided by discontinued operations                                |  |                  | 1,763   |   |               |   | 4,825   |  
|Effect of exchange rate changes on cash                                     |  |                  | (2,027  | ) |               |   | (485    | )
|                                                                            |  |                  |         |   |               |   |         |  
|Decrease in cash and cash equivalents                                       |  |                  | (22,927 | ) |               |   | (6,472  | )
|Cash and cash equivalents at beginning of period                            |  |                  | 44,783  |   |               |   | 64,396  |  
|                                                                            |  |                  |         |   |               |   |         |  
|Cash and cash equivalents at end of period                                  |  | $                | 21,856  |   |               | $ | 57,924  |  
|                                                                            |  |                  |         |   |               |   |         |  



See accompanying
notes.



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##### Table of Contents

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)



1. Quarterly Financial Statements



The interim condensed consolidated financial statements included herein have been prepared
by REMEC, Inc. (the Company or REMEC) without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the SEC). Certain information and footnote disclosures, normally included in
annual financial statements, have been condensed or omitted pursuant to such SEC rules and regulations. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto for
the year ended January 31, 2004, included in REMECs Annual Report on Form 10-K. In the opinion of management, the condensed consolidated financial statements included herein reflect all adjustments, consisting only of normal recurring
adjustments, except for impairment of goodwill of $62.4 million (See Note 10), necessary to present fairly the consolidated financial position of REMEC as of July 30, 2004, and the results of its operations for the three and six month periods ended
July 30, 2004 and August 1, 2003. The results of operations for the interim period ended July 30, 2004, are not necessarily indicative of the results, which may be reported for any other interim period or for the entire fiscal year.



2. Earnings Per Share



The Company calculates net loss per share in accordance with SFAS No. 128, Earnings per Share. Basic net loss per share is computed
using the weighted average shares outstanding for each period presented. The diluted net loss 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. As the Company has incurred net losses for all reporting periods presented, there is no difference between basic and diluted net loss per share.



Dilutive securities may include options, warrants, and preferred stock as if converted and restricted stock subject to vesting. Potentially
dilutive securities (which include options) totaling 489,000 and 691,000 shares for the three and six months ended July 30, 2004, respectively, and 560,000 and 312,000 shares for the three and six months ended August 1, 2003, respectively, were
excluded from the calculation of diluted loss per share because of their anti-dilutive effects.



3. Stock-Based Compensation



In
December 2002, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 148, Accounting for Stock-Based Compensation-Transition and Disclosure, which (i) amends SFAS No. 123,
Accounting for Stock-Based Compensationto add two new transitional approaches when changing from the Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees intrinsic value method of
accounting for stock-based employee compensation to the SFAS No. 123 fair value method and (ii) amends APB Opinion No. 28, Interim Financial Reporting to call for disclosure of SFAS No. 123 pro forma information on a quarterly basis. The
Company has elected to adopt the disclosure only provisions of SFAS No. 148 and will continue to follow APB Opinion No. 25 and related interpretations in accounting for the stock options granted to its employees and directors. Accordingly, employee
and director compensation expense is recognized only for those options whose price is less than fair market value at the measurement date.



Pro forma information regarding net loss and net loss per share is required by SFAS No. 123, and has been determined as if the Company had accounted for its employee
stock options under the fair value method of that statement. The pro forma effects of stock-based compensation on net loss and net loss per common share have been estimated at the date of grant using the Black-Scholes option pricing model based on
the following weighted average assumptions for the three and six months ended July 30, 2004 and August 1, 2003: risk-free interest rates of 4% and 6%, respectively, dividend yields of 0%, expected volatility of 81.6%, 83.2%, 81.6% and 84.4%, and a
weighted average expected life of the option of five and seven years. 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 the Companys employee stock options and rights under the employee stock purchase plan have
characteristics significantly different from those of traded 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. The Company has issued 59,000 and 127,000 shares respectively, upon the exercise of stock options during the
three and six months ended July 30, 2004.



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##### Table of Contents

The following is a summary of the pro forma effects on reported net loss and loss per share for the periods indicated as
if the Company had elected to recognize compensation expense based on the fair value of the options at their grant date as prescribed by SFAS No. 123. For purposes of the 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 period.



Pro forma information is as follows (in 000s, except per share data):



|                                                                                                                                       |  |                    |         |   |                  |   |        |              |  |   |               |   |  |   |         |  
|-------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------ | ------- | - | ---------------- | - | ------ | ------------ |  | - | ------------- | - |  | - | ------- | -
|                                                                                                                                       |  | Three months ended |         |   | Six months ended |  
|                                                                                                                                       |  | July 30,2004       |         |   | August 1,2003    |   |        | July 30,2004 |  |   | August 1,2003 |  
|Net loss applicable to common shareholders, as reported                                                                                |  | $                  | (76,472 | ) |                  | $ | (3,558 | )            |  | $ | (83,571       | ) |  | $ | (10,669 | )
|Deduct: Stock-based employee compensation expense determined under fair value based method, for all awards, net of related tax
effects |  |                    | (1,485  | ) |                  |   | (2,955 | )            |  |   | (3,329        | ) |  |   | (6,435  | )
|                                                                                                                                       |  |                    |         |   |                  |   |        |              |  |   |               |   |  |   |         |  
|Pro forma net loss                                                                                                                     |  | $                  | (77,957 | ) |                  | $ | (6,513 | )            |  | $ | (86,900       | ) |  | $ | (17,104 | )
|                                                                                                                                       |  |                    |         |   |                  |   |        |              |  |   |               |   |  |   |         |  
|Net loss per share:                                                                                                                    |  |                    |         |   |                  |   |        |              |  |   |               |   |  |   |         |  
|As reported  Basic and diluted                                                                                                        |  | $                  | (1.23   | ) |                  | $ | (0.06  | )            |  | $ | (1.35         | ) |  | $ | (0.18   | )
|                                                                                                                                       |  |                    |         |  
|Pro forma  Basic and diluted                                                                                                          |  | $                  | (1.26   | ) |                  | $ | (0.11  | )            |  | $ | (1.40         | ) |  | $ | (0.30   | )



4. Short-term investments



Statement of Financial Accounting Standards (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. Investments with maturities greater than three months are classified as short-term
investments. All of the Companys short-term investments are classified as available-for-sale and are reported at fair value with any material unrealized gains and losses, net of tax, recorded as a separate component of accumulated other
comprehensive income (loss) within shareholders equity. The Company manages its cash equivalents and short-term investments as a single portfolio of highly marketable securities, all of which are intended to be available for the Companys
current operations. The carrying value of these securities approximates their fair value due to the short maturities of these instruments. As of July 30, 2004 and January 31, 2004, the Company had short-term investments of $4.5 million and $10.3
million, respectively. Gross realized and unrealized losses on short-term investments were not significant in either of the periods ended July 30, 2004 and August 1, 2003.



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5. Inventories, net



Inventories consist of the following (in 000s):



|                 |  |              |        |                 |   |       
|---------------- |  | ------------ | ------ | --------------- | - | ------
|                 |  | July 30,2004 |        | January 31,2004
|Raw materials    |  | $            | 39,816 |                 | $ | 44,431
|Work in progress |  |              | 12,332 |                 |   | 17,485
|Finished goods   |  |              | 12,495 |                 |   | 13,934
|                 |  |              |        |                 |   |       
|                 |  | $            | 64,643 |                 | $ | 75,850
|                 |  |              |        |                 |   |       



REMEC had a reserve for excess and
obsolete inventory of $17.9 million and $19.5 million as of July 30, 2004, and January 31, 2004, respectively. The Company also had additional reserves for anticipated contract losses of $6.6 million and $6.4 million as of July 30, 2004 and January
31, 2004, respectively.



6. Commitments and Contingencies



Legal Matters



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, net of amounts
accrued, on results of operation, financial condition or cash flows of REMEC.



Tax Matters



Certain tax authorities are reviewing various tax
filing positions and related tax obligations of the Company. The results of these tax audits are not anticipated to have a material adverse effect, net of amounts accrued, on results of operation, financial condition or cash flows of REMEC.



Indemnifications and Guarantees



Effective January 1, 2003, the recognition provisions of FASB Interpretation No. 45
(FIN 45) were adopted, which expands previously issued accounting guidance for certain guarantees. Indemnifications issued or modified during the six months ended July 30, 2004 did not have a material effect on the consolidated financial
statements. A description of REMECs indemnifications as of July 30, 2004 is provided below. REMEC is unable to reasonably estimate the maximum amount that could be payable under these arrangements due to the conditional nature of REMECs
obligations and the unique facts and circumstances involved in each particular agreement. Historically, payments made under these agreements have not had a material effect on REMECs results of operation, financial condition or cash flows other
than certain guarantee payments made in connection with the customer financing arrangements discussed below.



REMEC often designs, develops and manufactures products to a customers specification and may provide the customer with an indemnification against any liability arising from third-party claims of patent,
copyright or trademark infringement. REMEC cannot determine the maximum amount of losses that it could incur under this type of indemnification because it often may not have enough information about the nature and scope of an infringement claim
until it has been submitted to REMEC and, to date, no claims have been made.



REMEC indemnifies its directors and certain of its current and former officers against third party claims against them in their capacity as directors or officers. Certain of the costs incurred for providing such indemnification may be
recovered under various insurance policies.



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REMEC has guaranteed the performance of one of its wholly owned subsidiaries under a bank agreement to purchase accounts
receivable from the subsidiary. This guarantee provides that if the customer does not pay the accounts receivable due to the subsidiarys failure to perform the underlying contract, REMEC guarantees that its subsidiary will repay the funds
received from the bank. There have been no uncollected accounts receivable to date and none are anticipated. The total amount of the potential obligation at July 30, 2004 is $5.4 million. Management believes that the likelihood of a payment
associated with this guarantee is remote as the failure of our customer to make their required payments to us would be a breach of the underlying contract and would subject them to a claim for damages from REMEC.



Warranty



Warranty reserves are established for costs that are expected to be incurred after the sale and delivery of a product or service for
deficiencies under specific product or service warranty provisions. The warranty reserves are determined as a percentage of revenues based on the actual trend of historical charges incurred over various periods, excluding any significant or
infrequent issues that are specifically identified and reserved.



The following
table summarizes the activity related to warranty reserves (in 000s):



|                                       |  |                    |       |               |                  |       |               |  |   |               |   |  |   |       |  
|-------------------------------------- |  | ------------------ | ----- | ------------- | ---------------- | ----- | ------------- |  | - | ------------- | - |  | - | ----- | -
|                                       |  | Three months ended |       |               | Six months ended |      
|                                       |  | July 30,2004       |       | August 1,2003 |                  |       | July 30, 2004 |  |   | August 1,2003 |  
|Balance at beginning of period         |  | $                  | 8,167 |               | $                | 8,470 |               |  | $ | 8,867         |   |  | $ | 8,791 |  
|Additions to reserve                   |  |                    | 279   |               |                  |      |               |  |   | 279           |   |  |   | 4     |  
|Usage and release of warranty reserves |  |                    |      |               |                  | (596  | )             |  |   | (700          | ) |  |   | (921  | )
|                                       |  |                    |       |               |                  |       |               |  |   |               |   |  |   |       |  
|Balance at end of period               |  | $                  | 8,446 |               | $                | 7,874 |               |  | $ | 8,446         |   |  | $ | 7,874 |  
|                                       |  |                    |       |               |                  |       |               |  |   |               |   |  |   |       |  



7. Comprehensive Income (Loss)



Comprehensive income (loss) 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 (loss), 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).



The components of comprehensive loss, net of tax, are as follows (in 000s):



|                                                               |  |                    |         |   |                  |   |        |              |  |   |               |   |  |   |         |  
|-------------------------------------------------------------- |  | ------------------ | ------- | - | ---------------- | - | ------ | ------------ |  | - | ------------- | - |  | - | ------- | -
|                                                               |  | Three months ended |         |   | Six months ended |  
|                                                               |  | July 30,2004       |         |   | August 1,2003    |   |        | July 30,2004 |  |   | August 1,2003 |  
|Net loss from continuing operations                            |  | $                  | (75,972 | ) |                  | $ | (2,703 | )            |  | $ | (83,148       | ) |  | $ | (8,783  | )
|Net loss from discontinued operations                          |  |                    | (500    | ) |                  |   | (855   | )            |  |   | (423          | ) |  |   | (1,886  | )
|                                                               |  |                    |         |   |                  |   |        |              |  |   |               |   |  |   |         |  
|Net loss                                                       |  |                    | (76,472 | ) |                  |   | (3,558 | )            |  |   | (83,571       | ) |  |   | (10,669 | )
|Change in net unrealized gain (loss) on short-term investments |  |                    | (187    | ) |                  |   | 944    |              |  |   | (555          | ) |  |   | 498     |  
|Change in cumulative foreign currency translation adjustment   |  |                    | (490    | ) |                  |   | (2,315 | )            |  |   | (2,027        | ) |  |   | (485    | )
|Change in unrealized gain (loss) on foreign currency hedges    |  |                    | (1,064  | ) |                  |   |       |              |  |   | 1,395         |   |  |   |        |  
|                                                               |  |                    |         |   |                  |   |        |              |  |   |               |   |  |   |         |  
|Comprehensive loss                                             |  | $                  | (78,213 | ) |                  | $ | (4,929 | )            |  | $ | (84,758       | ) |  | $ | (10,656 | )
|                                                               |  |                    |         |   |                  |   |        |              |  |   |               |   |  |   |         |  



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8. Acquisition Transactions and Discontinued Operations



Paradigm Wireless Systems, Inc. (Paradigm)



In November 2003, the Company acquired all of the assets and assumed all of the obligations
of Paradigm, a private merchant supplier of RF power amplifiers to the telecommunications infrastructure industry, in a stock-for-stock merger. The addition of Paradigm expands the Companys amplifier product portfolio. Paradigm stockholders
received 1,892,107 shares of REMEC common stock. The board of directors of both companies unanimously approved the acquisition, which was valued at $22.1 million (based upon the average closing price of the Companys stock for the period of two
days before and two days after the date the terms of the purchase agreement were agreed to, or $11.03 per share). The Company has accounted for this transaction as a purchase in accordance with SFAS No. 141, Business Combinations. The results
of Paradigm are included in the Companys Wireless Systems segment and has been included in the Companys consolidated financial statements from the date of acquisition forward.



Himark Telecom Group Limited (Himark)



In May 2003, the Company acquired the business of the Himark group, a group of companies in the private sales distribution and value-added
telecommunications sector which are headquartered in Beijing, Peoples Republic of China. The Company paid consideration of approximately $12.1 million, including 1,391,650 shares of REMEC common stock with a value of $7.0 million (based on the
average closing price of the Companys stock for the period of two days before and two days after the date the terms of the purchase agreement were agreed to, or $5.03 per share), as well as cash, a note payable and Class A Preferred Stock of
REMEC International, Inc. The Class A Preferred Stock of REMEC International, Inc. may be converted in certain circumstances into securities granting a 10% ownership interest of REMECs combined Chinese operations. Prior to the acquisition, the
Himark group jointly provided sales and distribution services for REMEC since its entry into the China telecom market. The purpose of the Himark acquisition is to accelerate the Companys penetration of the China market. The Company has
accounted for this transaction as a purchase in accordance with SFAS No. 141. The results of Himark are included in the Companys Wireless Systems segment and have been included in the Companys condensed consolidated financial statements
from the date of acquisition forward, as the Company controls the Himark group through the acquisition of certain assets and liabilities as well as direct ownership of a Hong Kong entity in addition to an option, an exclusive services agreement and
a pledge over the equity of a Peoples Republic of China entity.



Discontinued Operations



The management of REMEC engaged the
services of a financial advisor to facilitate the sale or divestiture of certain of its non-core business operations during the second quarter of fiscal 2005. Pursuant to its decision, the Company completed the sale of its Canadian subsidiary, REMEC
Nanowave Techologies Inc. on August 18, 2004, which had net assets of $2.9 million as of July 30, 2004. Terms of the agreement included an upfront cash payment of $3.0 million and the assumption of notes payable. Separately, on August 27, 2004, the
Company entered into a non-binding letter of intent (LOI) with a certain party interested in acquiring another non-core business operation which had net assets of $5.9 million as of July 30, 2004. Terms of the LOI were not disclosed pending due
diligence on the part of the prospective buyer. The operations for both businesses have been reclassified as assets held for sale in accordance with SFAS 144, Accounting for the Impairment or Disposal of Long-Lived Assets.



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Operating results of the discontinued operations are shown, net of tax, separately in the accompanying condensed
consolidated statements of operations. The businesses included in discontinued operations had sales aggregating $5.4 million and $11.7 million for the three and six month ended July 30, 2004, respectively, and $6.0 million and $13.8 million for the
three and six months ended August 1, 2003, respectively.



Pro Forma
Information



The following unaudited pro forma summary presents the
consolidated results of operations of REMEC assuming that the acquisitions of Paradigm and Himark and dispositions of Nanowave and Components occurred on February 1, 2003. The pro forma condensed consolidated results of operations would be as
follows (in 000s, except per share data):



|                                      |  |                    |         |   |                  |   |        |              |  |   |               |   |  |   |         |  
|------------------------------------- |  | ------------------ | ------- | - | ---------------- | - | ------ | ------------ |  | - | ------------- | - |  | - | ------- | -
|                                      |  | Three months ended |         |   | Six months ended |  
|                                      |  | July 30,2004       |         |   | August 1,2003    |   |        | July 30,2004 |  |   | August 1,2003 |  
|Net sales                             |  | $                  | 108,755 |   |                  | $ | 85,259 |              |  | $ | 218,689       |   |  | $ | 167,533 |  
|Net loss from continuing operations   |  |                    | (75,972 | ) |                  |   | (4,437 | )            |  |   | (83,148       | ) |  |   | (12,691 | )
|Net loss from discontinued operations |  |                    | (500    | ) |                  |   | (855   | )            |  |   | (423          | ) |  |   | (1,886  | )
|                                      |  |                    |         |   |                  |   |        |              |  |   |               |   |  |   |         |  
|Net loss                              |  |                    | (76,472 | ) |                  |   | (5,292 | )            |  |   | (83,571       | ) |  |   | (14,577 | )
|Loss per share:                       |  |                    |         |   |                  |   |        |              |  |   |               |   |  |   |         |  
|Basic and diluted                     |  | $                  | (1.23   | ) |                  | $ | (0.09  | )            |  | $ | (1.35         | ) |  | $ | (0.25   | )



9. Information by Segment



The Company operates in two reportable segments, Wireless Systems and
Defense & Space. The Wireless Systems segment was created as the result of the reorganization of the Commercial segment announced on May 10, 2004. The Wireless Systems segment, which includes the recently acquired operations of Paradigm and
Himark, develops and manufactures high frequency subsystems used in the transmission of voice, video and data traffic over fixed access and mobile wireless communication networks. The Defense & Space segment provides a broad spectrum of RF,
microwave and guidance products for systems integrated by prime contractors in military and space applications. The Company evaluates performance and allocates resources based on profit or loss from operations before interest, other income and
income taxes. The accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies.



11



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##### Table of Contents

Segment and Geographic Area Data (in 000s):



|                                                                           |  |                    |         |   |                  |   |        |              |  |   |               |   |  |   |         |  
|-------------------------------------------------------------------------- |  | ------------------ | ------- | - | ---------------- | - | ------ | ------------ |  | - | ------------- | - |  | - | ------- | -
|                                                                           |  | Three months ended |         |   | Six months ended |  
|                                                                           |  | July 30,2004       |         |   | August 1,2003    |   |        | July 30,2004 |  |   | August 1,2003 |  
|Net sales:                                                                 |  |                    |         |   |                  |   |        |              |  |   |               |   |  |   |         |  
|Wireless Systems                                                           |  | $                  | 84,498  |   |                  | $ | 60,218 |              |  | $ | 170,936       |   |  | $ | 114,433 |  
|Defense & Space                                                            |  |                    | 24,257  |   |                  |   | 19,978 |              |  |   | 47,753        |   |  |   | 39,362  |  
|                                                                           |  |                    |         |   |                  |   |        |              |  |   |               |   |  |   |         |  
|Consolidated net sales                                                     |  | $                  | 108,755 |   |                  | $ | 80,196 |              |  | $ | 218,689       |   |  | $ | 153,795 |  
|                                                                           |  |                    |         |   |                  |   |        |              |  |   |               |   |  |   |         |  
|Net sales to external customers:                                           |  |                    |         |   |                  |   |        |              |  |   |               |   |  |   |         |  
|United States                                                              |  | $                  | 54,624  |   |                  | $ | 43,437 |              |  | $ | 101,259       |   |  | $ | 83,053  |  
|Canada                                                                     |  |                    | 48      |   |                  |   |       |              |  |   | 70            |   |  |   |        |  
|Europe                                                                     |  |                    | 43,590  |   |                  |   | 23,867 |              |  |   | 82,928        |   |  |   | 48,020  |  
|Asia                                                                       |  |                    | 8,423   |   |                  |   | 10,802 |              |  |   | 31,655        |   |  |   | 20,500  |  
|All other geographic regions                                               |  |                    | 2,070   |   |                  |   | 2,090  |              |  |   | 2,777         |   |  |   | 2,222   |  
|                                                                           |  |                    |         |   |                  |   |        |              |  |   |               |   |  |   |         |  
|Total net sales to external customers                                      |  | $                  | 108,755 |   |                  | $ | 80,196 |              |  | $ | 218,689       |   |  | $ | 153,795 |  
|                                                                           |  |                    |         |   |                  |   |        |              |  |   |               |   |  |   |         |  
|Income (loss) from continuing operations:                                  |  |                    |         |   |                  |   |        |              |  |   |               |   |  |   |         |  
|Wireless Systems                                                           |  | $                  | (79,658 | ) |                  | $ | (6,581 | )            |  | $ | (90,543       | ) |  | $ | (15,277 | )
|Defense & Space                                                            |  |                    | 3,686   |   |                  |   | 3,878  |              |  |   | 7,395         |   |  |   | 6,494   |  
|                                                                           |  |                    |         |   |                  |   |        |              |  |   |               |   |  |   |         |  
|Consolidated loss from continuing operations                               |  | $                  | (75,972 | ) |                  | $ | (2,703 | )            |  | $ | (83,148       | ) |  | $ | (8,783  | )
|                                                                           |  |                    |         |   |                  |   |        |              |  |   |               |   |  |   |         |  
|Depreciation and amortization:                                             |  |                    |         |   |                  |   |        |              |  |   |               |   |  |   |         |  
|Wireless Systems, net of discontinued operations                           |  | $                  | 3,821   |   |                  | $ | 2,353  |              |  | $ | 7,651         |   |  | $ | 6,343   |  
|Defense & Space, net of discontinued operations                            |  |                    | 1,261   |   |                  |   | 2,186  |              |  |   | 2,235         |   |  |   | 2,539   |  
|                                                                           |  |                    |         |   |                  |   |        |              |  |   |               |   |  |   |         |  
|Consolidated depreciation and amortization, net of discontinued operations |  | $                  | 5,082   |   |                  | $ | 4,539  |              |  | $ | 9,886         |   |  | $ | 8,882   |  
|                                                                           |  |                    |         |   |                  |   |        |              |  |   |               |   |  |   |         |  
|Wireless Systems, discontinued operations                                  |  | $                  | 18      |   |                  | $ | 18     |              |  | $ | 36            |   |  | $ | 36      |  
|Defense & Space, discontinued operations                                   |  |                    | 177     |   |                  |   | 353    |              |  |   | 355           |   |  |   | 677     |  
|                                                                           |  |                    |         |   |                  |   |        |              |  |   |               |   |  |   |         |  
|Consolidated depreciation and amortization, discontinued operations        |  | $                  | 195     |   |                  | $ | 371    |              |  | $ | 391           |   |  | $ | 713     |  
|                                                                           |  |                    |         |   |                  |   |        |              |  |   |               |   |  |   |         |  
|Wireless Systems                                                           |  | $                  | 3,839   |   |                  | $ | 2,371  |              |  | $ | 7,687         |   |  | $ | 6,379   |  
|Defense & Space                                                            |  |                    | 1,438   |   |                  |   | 2,539  |              |  |   | 2,590         |   |  |   | 3,216   |  
|                                                                           |  |                    |         |   |                  |   |        |              |  |   |               |   |  |   |         |  
|Consolidated depreciation and amortization                                 |  | $                  | 5,277   |   |                  | $ | 4,910  |              |  | $ | 10,277        |   |  | $ | 9,595   |  
|                                                                           |  |                    |         |   |                  |   |        |              |  |   |               |   |  |   |         |  



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|                                                                       |  |              |         |                 |   |        
|---------------------------------------------------------------------- |  | ------------ | ------- | --------------- | - | -------
|                                                                       |  | July 30,2004 |         | January 31,2004
|Identifiable assets:                                                   |  |              |         |                 |   |        
|Wireless Systems, net of discontinued operations                       |  | $            | 220,397 |                 | $ | 316,584
|Defense & Space, net of discontinued operations                        |  |              | 41,884  |                 |   | 36,908 
|                                                                       |  |              |         |                 |   |        
|Consolidated identifiable assets, net of discontinued operations       |  | $            | 262,281 |                 | $ | 353,492
|                                                                       |  |              |         |                 |   |        
|Wireless Systems, discontinued operations                              |  | $            | 5,967   |                 | $ | 7,519  
|Defense & Space, discontinued operations                               |  |              | 2,874   |                 |   | 3,386  
|                                                                       |  |              |         |                 |   |        
|Consolidated identifiable assets, discontinued operations              |  | $            | 8,841   |                 | $ | 10,905 
|                                                                       |  |             
|Wireless Systems                                                       |  | $            | 226,364 |                 | $ | 324,103
|Defense & Space                                                        |  |              | 44,758  |                 |   | 40,294 
|                                                                       |  |              |         |                 |   |        
|Consolidated identifiable assets                                       |  | $            | 271,122 |                 | $ | 364,397
|                                                                       |  |              |         |                 |   |        
|Long-lived assets by area:                                             |  |              |         |                 |   |        
|United States, net of discontinued operations                          |  | $            | 983     |                 | $ | 69,398 
|Canada, net of discontinued operations                                 |  |              |        |                 |   |       
|Europe, net of discontinued operations                                 |  |              | 31,973  |                 |   | 37,096 
|Costa Rica, net of discontinued operations                             |  |              | 11,254  |                 |   | 9,625  
|Asia, net of discontinued operations                                   |  |              | 32,725  |                 |   | 30,493 
|                                                                       |  |              |         |                 |   |        
|Consolidated long-lived assets by area, net of discontinued operations |  | $            | 76,935  |                 | $ | 146,612
|                                                                       |  |              |         |                 |   |        
|United States, discontinued operations                                 |  | $            |        |                 | $ |       
|Canada, discontinued operations                                        |  |              |        |                 |   |       
|Europe, discontinued operations                                        |  |              |        |                 |   |       
|Costa Rica, discontinued operations                                    |  |              |        |                 |   |       
|Asia, discontinued operations                                          |  |              |        |                 |   |       
|                                                                       |  |              |         |                 |   |        
|Consolidated long-lived assets by area, discontinued operations        |  | $            |        |                 | $ |       
|                                                                       |  |              |         |                 |   |        
|United States                                                          |  | $            | 983     |                 | $ | 69,398 
|Canada                                                                 |  |              |        |                 |   |       
|Europe                                                                 |  |              | 31,973  |                 |   | 37,096 
|Costa Rica                                                             |  |              | 11,254  |                 |   | 9,625  
|Asia                                                                   |  |              | 32,725  |                 |   | 30,493 
|                                                                       |  |              |         |                 |   |        
|Consolidated long-lived assets by area                                 |  | $            | 76,935  |                 | $ | 146,612
|                                                                       |  |              |         |                 |   |        



10. Goodwill Impairment



During the three months ended July 30, 2004, the Company determined there
were indicators of impairment for the Wireless Systems reporting segment as a result of changes in managements assumptions with respect to revenue growth and gross margins. The Company tested the goodwill of the reporting segment for
impairment in accordance with SFAS No. 142, Goodwill and Other Intangible Assets. The performance of the test required a two-step process. The first step of the test involved comparing the fair value of the affected reporting unit with the
reporting segments aggregate carrying value, including goodwill. The Company estimated the fair value of the Wireless Systems reporting segment as of July 2004 using the income approach methodology of valuation. The assumptions used in this
impairment test included sales growth rates ranging from 4%-8%, gross profit margins ranging from 14%-24%, and a discount rate of 18.6%. The estimates used reflect the Companys inability to gain market segment share or attain the level of
profitability previously anticipated. As a result of this comparison, the Company determined that the carrying value of the Wireless Systems business unit exceeded its implied fair value as of July 2004. The Company will have to issue financial
statements before completing the second step of the impairment test that allows management to measure the actual amount of the impairment loss. Using the guidance included in SFAS No. 5, Accounting for Contingencies the Company has determined
that an impairment loss is probable and that this impairment loss can be reasonably estimated. The Companys management has made its best estimate of the goodwill impairment loss for the Wireless Systems reporting segment to be $62.4 million.
In accordance with SFAS No. 142, the Company has recorded an estimated charge to write down the value of its goodwill in the three months ended July 30, 2004. Any adjustment to this estimated charge will be adjusted based on the completion of the
second step of the impairment test which is expected to be completed during the Companys third quarter of fiscal 2005.



The primary factors that contributed to the impairment assessment of the Wireless Systems reporting segment in the three months ended July 30, 2004 were continued
projected losses resulting from industry overcapacity resulting in lower profit margins, and manufacturing cost reductions lagging market price decreases.



The changes in the carrying amount of goodwill for the six months ended July 30, 2004 are as follows:



|                                                           |  |                |         |  
|---------------------------------------------------------- |  | -------------- | ------- | -
|                                                           |  | Goodwill, net  |        
|                                                           |  | (In thousands) |        
|Balance as of January 31, 2004                             |  | $              | 65,275  |  
|Goodwill increase related to Paradigm acquisition (Note 8) |  |                | 143     |  
|Impairment losses                                          |  |                | (62,400 | )
|                                                           |  |                |         |  
|Balance as of July 30, 2003                                |  | $              | 3,018   |  
|                                                           |  |                |         |  



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11. Restructuring and Impairment of Other Long-lived Assets



2004 Restructuring:



During the fourth quarter of fiscal 2004, the Company announced that as a result of continued operating losses, it was discontinuing
production in Finland, eliminating a significant number of positions in its Finnish, Canadian and U.S. workforce and disposing of other non-strategic assets and operations. As a result, the Company recorded a restructuring charge of $2.7 million
during the fourth quarter related to its fiscal 2004 restructuring plan. The restructuring charge included $2.1 million in employee severance and related costs for approximately 200 employees, all of whom were identified as of January 31, 2004. The
majority of these employees worked in the Companys Wireless Systems segment and left the Company by the end of April 2004.



The following table (in 000s) summarizes the balance of the accrued restructuring reserve, which has been included in accrued expenses in the accompanying condensed
consolidated balance sheets related to the 2004 restructuring:



|                           |  |                                                   |      |  
|-------------------------- |  | ------------------------------------------------- | ---- | -
|                           |  | SeveranceCosts forInvoluntaryEmployeeTerminations |     
|Balance at April 30, 2004: |  | $                                                 | 243  |  
|                           | 
|Activity:                  |  |                                                   |      |  
|Cash                       |  |                                                   | (169 | )
|                           |  |                                                   |      |  
|Balance at July 30, 2004   |  | $                                                 | 74   |  
|                           |  |                                                   |      |  



2004 Impairment:



During the second quarter the Company completed the sale of both of its buildings in
Finland. The Company initially recorded a charge of $1.0 million, however, based on higher than expected selling prices, the Company has reversed $0.8 million of the amount originally recorded. This amount is included in the caption Restructuring
and Impairment of other Long-lived assets in the statement of operations.



2002 Restructuring:



During the fourth quarter of fiscal 2002,
the Company announced that it was undertaking various actions to restructure its operations to improve its overall financial performance. The Companys restructuring plan, which is primarily associated with its Wireless segment, included
reductions in its overall cost structure, realignment of manufacturing capacity to current levels of demand and the transition of manufacturing operations to low cost, low tax offshore locations. A component of its restructuring charge included the
estimated cost of exiting certain leased locations. The facilities leases on these properties expire at various dates through February 2010.



The following table summarizes the balance of the accrued restructuring reserve, which has been included in accrued expenses and other current liabilities in the
accompanying Condensed Consolidated Balance Sheet at July 30, 2004 (in 000s):



|                          |  |                                       |      |  
|------------------------- |  | ------------------------------------- | ---- | -
|                          |  | Costs to ExitCertain LeaseObligations |     
|Balance at April 30, 2004 |  | $                                     | 418  |  
|                          | 
|Activity:                 |  |                                       |      |  
|Cash                      |  |                                       | (156 | )
|Reversal                  |  |                                       | (73  | )
|                          |  |                                       |      |  
|Balance at July 30, 2004  |  | $                                     | 189  |  
|                          |  |                                       |      |  



The remaining balance of the accrued
restructuring reserve, related to the fiscal 2002 restructuring, relates to the Companys contractual obligations and other charges associated with the consolidation of certain facilities within its Wireless Systems segment.



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12. Intangible Assets



Acquired intangible assets subject to amortization at July 30, 2004 were as follows (in 000s):



|                         |  |                     |       |                         |   |        |                   |  |   |      
|------------------------ |  | ------------------- | ----- | ----------------------- | - | ------ | ----------------- |  | - | -----
|                         |  | Gross CarryingValue |       | AccumulatedAmortization |   |        | Net CarryingValue
|Core technology          |  | $                   | 4,800 |                         | $ | (1,976 | )                 |  | $ | 2,824
|Trademark and trade name |  |                     | 110   |                         |   | (110   | )                 |  |   | 0    
|                         |  |                     |       |                         |   |        |                   |  |   |      
|                         |  | $                   | 4,910 |                         | $ | (2,086 | )                 |  | $ | 2,824
|                         |  |                     |       |                         |   |        |                   |  |   |      



Amortization expense for intangible
assets was $0.1 million and $0.3 million for the three months and six months ended July 30, 2004, respectively, and $0.3 million and $0.4 million for the three and six months ended August 1, 2003, respectively.



13. Amended Credit Agreement



On July 6, 2004, the Company extended the term of its existing revolving working capital
line of credit with its senior lender, Silicon Valley Bank, to July 5, 2005, and increased the maximum amount of the credit facility to $30.0 million of which, $17.4 million is available and $5.4 million has been used under letter of credit
arrangements and $7.2 million has been utilized in connection with foreign currency forward contracts. The credit facility is secured by the Companys domestics trade receivables and inventory.



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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations



Overview



REMEC designs and manufactures microwave and millimeter wave subsystems used in the transmission of voice, video and data traffic over wireless communications networks and provides advanced integrated microwave
subsystem solutions for defense and space electronics applications. We manufacture our products at our own plants in Heredia, Costa Rica; Laguna, Philippines; Shanghai, China; Tijuana, Mexico; and Kearny Mesa and Escondido, California. We sell our
wireless systems products primarily to OEMs, which in turn integrate our products into wireless infrastructure equipment solutions sold to network service providers. In addition, we sell certain niche products directly to network service providers.
Our RF and microwave equipment is sold to major U.S. defense prime contractors for integration into larger systems, primarily radar electronic warfare, communications and navigation. Our net revenue consists principally of sales of our microwave and
RF products. Such sales represent most of our total net revenue in fiscal 2005.



The demand for our products has been affected in the past, and may continue to be affected in the future, by various factors, including, but not limited to, the following:



| |  | the economic and market conditions in our markets and excess industry capacity in commercial wireless markets;
| | - | --------------------------------------------------------------------------------------------------------------



| |  | uncertainty regarding the timing of orders and the continuance of a strong defense market;
| | - | ------------------------------------------------------------------------------------------



| |  | the timing, rescheduling or cancellation of significant customer orders and our ability, as well as the ability of our customers, to manage inventory;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | our ability to specify, develop or acquire, complete, introduce, market and transition to volume production new products and technologies in a timely manner;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | the qualification, availability and pricing of competing products and technologies and the resulting effects on sales and pricing of our products; and
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | the rate at which our present and future customers and end-users adopt our products and technologies in our target markets.
| | - | ---------------------------------------------------------------------------------------------------------------------------



From time to time, our key customers place large orders causing our quarterly net revenue to
fluctuate significantly. We expect these fluctuations to continue. For these and other reasons, our net revenue results in the current period may not be indicative of our future net revenue potential.



Despite risks that could negatively impact our sales, we believe volume opportunities exist
in our commercial and defense and space markets. The emerging economies of China, India and other developing nations are creating strong demand for new wireless network installations. Investment in improved weapons systems by the U.S. Government in
response to worldwide terrorist threats is expected to continue strong, benefiting sales prospects for our Defense & Space operations. Growth in next generation digital broadband 3G networks, which improve the quality of wireless voice, video
and data transmission to levels comparable to that of dedicated broadband networks, is stimulating demand for new 3G-compatible signal transmission components. The eventual replacement of analog networks with all-digital broadband technology is
resulting from consumers growing acceptance of a new generation of voice, video and data compatible cell phones, PDAs, laptop computers and portable communication devices. The widespread use of digitally based wireless communications products
reflects consumers growing acceptance of wireless communications as an essential, timesaving go anywhere technology that has become an integral part of todays lifestyles.



Although we believe significant volume growth opportunities exist in the markets we serve, we
also believe that excess capacity in the commercial marketplace will continue to exert downward pressure on pricing. We believe these pricing conditions will continue for sometime and we cannot predict when or if they will improve. This condition
places considerable downward pressure on our product gross margins. We have major cost improvement initiatives underway which we



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believe will reduce manufacturing and operating costs and are necessary for us to continue to provide high quality
products at competitive prices to our customers; however, gross margins on our products may not be improved as a result of these actions due to industry pricing pressures.



The following discussion should be read in conjunction with the Condensed Consolidated Financial Statements and the related notes included
elsewhere herein. The statements in this report on Form 10-Q that relate to future plans, events or performance are forward-looking statements. Actual results could differ materially from those discussed in forward-looking statements due to a
variety of factors, including REMECs success in penetrating the wireless systems market, risks associated with the cancellation or reduction of orders by significant wireless systems or defense customers, trends in the wireless systems and
defense markets, risks of cost overruns and product nonperformance and other factors and considerations described in REMECs Annual Report on Form 10-K, and the other documents REMEC files from time to time with the SEC. Readers are cautioned
not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. REMEC undertakes no obligation to publicly release the result of any revisions to these forward-looking statements, other than as required by
applicable law that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.



Results of Operations as a Percentage of Net Sales



The following table sets forth, as a percentage of total net sales, certain consolidated statement of operations data for the periods indicated:



|                                                                            |  |                    |    |  |                  |    |  |              |    |  |               |   
|--------------------------------------------------------------------------- |  | ------------------ | -- |  | ---------------- | -- |  | ------------ | -- |  | ------------- | --
|                                                                            |  | Three months ended |    |  | Six months ended |   
|                                                                            |  | July 30,2004       |    |  | August 1,2003    |    |  | July 30,2004 |    |  | August 1,2003 |   
|Net sales                                                                   |  | 100.0              | %  |  | 100.0            | %  |  | 100.0        | %  |  | 100.0         | % 
|Cost of sales                                                               |  | 90.9               |    |  | 75.2             |    |  | 87.2         |    |  | 76.3          |   
|                                                                            |  |                    |    |  |                  |    |  |              |    |  |               |   
|Gross profit                                                                |  | 9.1                |    |  | 24.8             |    |  | 12.8         |    |  | 23.7          |   
|Operating expenses:                                                         |  |                    |    |  |                  |    |  |              |    |  |               |   
|Selling, general and administrative                                         |  | 13.0               |    |  | 14.4             |    |  | 12.6         |    |  | 15.8          |   
|Research and development                                                    |  | 9.7                |    |  | 14.7             |    |  | 10.2         |    |  | 15.4          |   
|Impairment of goodwill                                                      |  | 57.4               |    |  |                 |    |  | 28.5         |    |  |              |   
|Restructuring and impairment of other long-lived assets (reversals)/charges |  | (0.7               | )  |  | 0.5              |    |  | (0.3         | )  |  | 0.3           |   
|                                                                            |  |                    |    |  |                  |    |  |              |    |  |               |   
|Total operating expenses                                                    |  | 79.4               |    |  | 29.6             |    |  | 51.0         |    |  | 31.5          |   
|                                                                            |  |                    |    |  |                  |    |  |              |    |  |               |   
|Loss from continuing operations                                             |  | (70.3              | )  |  | (4.8             | )  |  | (38.2        | )  |  | (7.8          | ) 
|Gain on sale of facility                                                    |  |                   |    |  | 1.1              |    |  |             |    |  | 0.7           |   
|Interest income and other, net                                              |  | 0.4                |    |  | 1.0              |    |  | 0.2          |    |  | 1.8           |   
|                                                                            |  |                    |    |  |                  |    |  |              |    |  |               |   
|Loss before income taxes                                                    |  | (69.9              | )  |  | (2.7             | )  |  | (38.0        | )  |  | (5.3          | ) 
|Income taxes                                                                |  | 0.0                |    |  | 0.7              |    |  | 0.0          |    |  | 0.4           |   
|                                                                            |  |                    |    |  |                  |    |  |              |    |  |               |   
|Loss from continuing operations                                             |  | (69.9              | )  |  | (3.4             | )  |  | (38.0        | )  |  | (5.7          | ) 
|Loss from discontinued operations, net of tax                               |  | (0.4               | )  |  | (1.0             | )  |  | (0.2         | )  |  | (1.2          | ) 
|                                                                            |  |                    |    |  |                  |    |  |              |    |  |               |   
|Net loss                                                                    |  | (70.3              | )% |  | (4.4             | )% |  | (38.2        | )% |  | (6.9          | )%
|                                                                            |  |                    |    |  |                  |    |  |              |    |  |               |   



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Results of Operations



Three Months Ended July 30, 2004 as Compared to Three Months Ended August 1, 2003



Net Sales And Gross Profit. Net sales for the three months ended July 30, 2004 increased 35.6 % over the comparable prior year
period primarily in our commercial wireless systems products. Our defense & space sales were up significantly as well during this period. Continued downward pricing pressures in our commercial wireless markets combined with additional costs to
begin production on new amplifier and filter products and relocate our manufacturing operations from Finland to China and Costa Rica resulted in a decline in our gross margin as a percentage of net sales from 24.8% for the second quarter of fiscal
2004 to 9.1% in the comparable period of fiscal 2005.



Segment
Information. The following segment information should be read in conjunction with the financial results of each reporting segment as detailed in Note 9 of the Condensed Consolidated Financial Statements. Results within
each of our business segments were as follows:



Wireless
Systems. Net sales increased 40.3%, from $60.2 million for the three months ended August 1, 2003 to $84.5 million for the three months ended July 30, 2004. Increased sales of the Companys original equipment (OEM) amplifier products,
filters, tower mounted antennas and high frequency point-to-point outdoor radios and transceivers (ODUs) were partially offset by reduced amplifier sales to network operators and decreased Fixed Wireless product sales as a result of their
divestiture. The reduction in demand from network operators was the result of consolidations in the U.S marketplace.



Gross profit as a percentage of net sales decreased from 21.8% for the three months ended August 1, 2003 to 4.0% for the three months ended July 30, 2004. The decline was
the result of price reductions on certain products, higher reserves, and start up costs required to begin production on new amplifier and filter products and relocate our manufacturing operations from Finland to China and Costa Rica as discussed
earlier. Results for the second quarter of fiscal 2004 included a favorable impact totaling $2.8 million of low cost basis inventory obtained in our acquisition of Spectrian. These sales declined to $0.6 million in the second quarter of fiscal 2005.



Operating expenses (including restructuring impacts) as a percentage of sales
decreased to 24.9% of sales from 35.5% in the comparable year earlier quarter. For the three months ended July 30, 2004 operating expenses decreased by $0.3 million, or 1.4%, from $21.4 million for the three months ended August 1, 2003 to $21.1
million for the three months ended July 30, 2004. Additional bad debt expense, strategic consulting, and the Sarbanes-Oxley implementation costs were mostly offset by the reversal of reserves related to the sale of buildings in Finland.



In July 2004, we took a charge of $62.4 million for the impairment of goodwill on the
wireless business segment (see Note 10).



Excluding the impact of discontinued
operations, the net loss of the Wireless Systems segment was $(6.6) million for the three months ended August 1, 2003 versus $(79.7) million for the three months ended July 30, 2004.



Defense & Space. Net sales increased 21.4%, from $20.0 million for the three months ended August 1, 2003 to $24.3
million for the three months ended July 30, 2004. The increase was primarily attributable to increased production program sales. Gross profit as a percentage of net sales decreased from 33.9% for the three months ended August 1, 2003 to 27.2% for
the three months ended July 30, 2004. The decrease was primarily the result of increased direct materials content in the current production programs partially offset by lower manufacturing overhead. Operating expenses expressed as a percentage of
net sales were 12.0% for the three months July 30, 2004, unchanged from the prior year quarter ended August 1, 2003. Net income for the Defense & Space segment of $3.7 million was down slightly from $3.9 million recorded in the prior year
quarter primarily due to the lower gross margins.



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Selling, General and Administrative Expenses. Selling, general and administrative expenses, or SG&A,
decreased from 14.4% of sales for the three months ended August 1, 2003 to 13.0% of sales for the three months ended July 30, 2004. SG&A costs totaled $14.2 million for the three months ended July 30, 2004 as compared to $11.6 million for the
comparable prior year quarter, an increase of $2.6 million. The increase was primarily due to an increase of bad debt reserves, additional expenses for strategic consulting, and the Sarbanes-Oxley implementation.



Research And Development Expenses. Research and development expenses, or
R&D, decreased $1.2 million or 10.5% for the three months ended July 30, 2004 as compared to the comparable prior year quarter. Expenses were $11.7 million in the comparable prior year period as compared to $10.5 million for the three months
ended July 30, 2004. The decrease was primarily due to the sale of the Fixed Wireless product line in May 2004 and the result of improved discretionary cost controls. As a percentage of net sales, research and development expenses decreased to 9.7%
for the three months ended July 30, 2004 compared to 14.7% in the comparable prior year.



Restructuring Charges. Results for the three months ended August 1, 2003 include a restructuring charge of $0.4 million related to the sub-lease of two facilities closed as part of the Companys
fiscal 2002 restructuring plan. For the three months ended July 30, 2004, the Company recognized a credit in the amount of $0.8 million predominantly related to the reversal of reserves related to the sale of a buildings in Finland.



Impairment of Goodwill.During the three months ended July 30, 2004, the
Company determined there were indicators of impairment for the Wireless Systems reporting segment as a result of changes in management assumptions with respect to revenue growth and gross margins. The Company tested the goodwill of the reporting
segment for impairment in accordance with SFAS No. 142, Goodwill and Other Intangible Assets. The performance of the test required a two-step process. The first step of the test involved comparing the fair value of the affected reporting unit
with the reporting segments aggregate carrying value, including goodwill. The Company estimated the fair value of the Wireless Systems reporting segment as of July 2004 using the income approach methodology of valuation. The estimates used
reflect the Companys inability to gain market share or attain the level of profitability previously anticipated. As a result, the Company has not met its initial plan and has thus changed the assumptions used in its impairment analysis. As a
result of this comparison, the Company determined that the carrying value of the Wireless Systems business unit exceeded its implied fair value as of July 2004. Based on this assessment, the Company recorded a charge of $62.4 million to write down
the value of goodwill associated with the Wireless Systems reporting segment (see Note 10).



Interest income and other, net.Interest income and other, net, were $0.5 million for the three months ended July 30, 2004. This resulted primarily from amortization of deferred gains on the prior sale
of assets and foreign exchange gains on working capital balances in the Companys foreign entities totaling $0.7 million. These were partially offset by interest and other miscellaneous expenses tolling $(0.2) million.



Provision For Income Taxes. During the third quarter of
fiscal 2003, the Company elected to discontinue its prior practice of recording a tax benefit for its operating losses. Accordingly, no tax benefit has been recorded during fiscal 2004. Income tax payments for the three months ended July 2004 and
the comparable year earlier period reflect tax payments to various state tax entities.



Six Months Ended July 30, 2004 as Compared to Six Months Ended August 1, 2003



Net Sales And Gross Profit. Net sales for the six months ended July 30, 2004 increased 42.2% over the comparable prior year period primarily as a result of increased sales of commercial wireless systems
products as discussed below. Pricing pressures in the commercial wireless markets we operate in, combined with additional costs to begin production on new amplifier and filter products and to relocate our manufacturing operations from Finland to
China and Costa Rica (as discussed earlier) resulted in a decline in our gross margin as a percentage of net sales from 23.7% for the six months ended August 1, 2003 to 12.8% in the comparable period of fiscal 2005.



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Segment Information. The following segment information should be read in conjunction with the
financial results of each reporting segment as detailed in Note 9 of the Condensed Consolidated Financial Statements. Results within each of our business segments were as follows:



Wireless Systems. Net sales increased 49.4%, from $114.4 million for the six months ended August 1, 2003 to $170.9
million for the six months ended July 30, 2004. Original equipment (OEM) amplifier products were up as a result of the Paradigm Systems acquisition, new customer business, and the rollout of new programs. Filters, tower mounted antennas and high
frequency point-to-point outdoor radios and transceivers (ODUs) also increased year over year. These increases were partially offset by reduced demand for network operator amplifiers resulting from the consolidation of the U.S. marketplace, and
decreased Fixed Wireless product sales as a result of their divestiture.



Gross
profit as a percentage of net sales decreased from 21.1% for the six months ended August 1, 2003 to 8.6% for the six months ended July 30, 2004. The decline was the result of additional costs required to begin production on new amplifier and filter
products and to relocate our manufacturing operations from Finland to China and Costa Rica as discussed earlier and higher reserves. Results for the six months ended August 1, 2003 included a favorable impact totaling $3.8 million of low cost basis
inventory obtained in our acquisition of Spectrian. This favorable impact declined to $1.8 million during the comparable period of fiscal 2005.



For the six months ended July 30, 2004, operating expenses (including restructuring charges) totaled $43.1 million, a decrease of $0.1 million or 0.2% as compared to the
six months ended August 1, 2003. The decrease in operating expenses is attributable to the reversal of reserves related to the sale of buildings in Finland partially offset by increased bad debt, strategic consulting, and Sarbanes-Oxley
implementation expenses.



In July 2004, we took a charge of $62.4 million for
the impairment of goodwill on the wireless business segment (see Note 10).



Excluding the impact of discontinued operations, noted earlier, the net loss of the Wireless Systems segment was $(15.3) million for the six months ended August 1, 2003 and was $(90.5) million for the six months ended July 30, 2004.



Defense & Space. Net sales increased 21.3% from
$39.4 million for the six months ended August 1, 2003 to $47.8 million for the six months ended July 30, 2004. The increase was primarily attributable to increased delivery rates on production programs based on customer contract requirements in the
segments US operations. Gross profit as a percentage of net sales decreased slightly from 31.2% for the six months ended August 1, 2003 to 27.9% for the six months ended July 30, 2004. The decrease was primarily the result of increased direct
materials costs offset by lower manufacturing overhead costs. Operating expenses as a percentage of net sales decreased from 13.5% for the six months ended August 1, 2003 to 12.6% for the six months ended July 30, 2004. The decrease in the operating
expenses as a percentage of sales was mostly due to the higher net sales for the six months ended July 30, 2004 compared to the six months ended August 1, 2003. The net income of the Defense & Space segment increased from $6.5 million for the
six months ended August 1, 2003 to $7.4 million for the six months ended July 30, 2004, primarily due to the increase in sales.



Selling, General and Administrative Expenses. Selling, general and administrative expenses, or SG&A, decreased as a percentage of sales from 15.8% for
the six months ended August 1, 2003 to 12.6% for the six months ended July 30, 2004. In absolute dollars, SG&A increased from $24.3 million for the six months ended August 1, 2003 to $27.5 million for the six months ended July 30, 2004. The
increase was primarily due to an increase of bad debt reserves, additional expenses for strategic consulting, and the Sarbanes-Oxley implementation.



Research And Development Expenses. Research and development expenses decreased from $23.7 million in the comparable prior year period to $22.2 million for
the six months ended July 30, 2004. The decrease was primarily due to the sale of the Fixed Wireless product line in May 2004 and the result of improved discretionary cost controls. As a percentage of sales, research and development expenses
decreased from 15.4% in the comparable prior year period to 10.2% for the six months ended July 30, 2004.



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Restructuring Charges. Results for the six months ended August 1, 2003 include a restructuring charge of
$0.4 million related to the sub-lease of two facilities closed as part of the Companys fiscal 2002 restructuring plan. For the six months ended July 30, 2004, the Company recognized a credit in the amount of $0.8 million related to the
reversal of reserves intended for the sale of two buildings in Finland, one during the first quarter and another during the second quarter of fiscal 2005.



Impairment of Goodwill.During the three months ended July 30, 2004, the Company determined there were indicators of impairment for the Wireless Systems
reporting segment. The Company tested the goodwill of the reporting segment for impairment in accordance with SFAS No. 142, Goodwill and Other Intangible Assets. The performance of the test required a two-step process. The first step of the
test involved comparing the fair value of the affected reporting unit with the reporting segments aggregate carrying value, including goodwill. The Company estimated the fair value of the Wireless Systems reporting segment as of July 2004
using the income approach methodology of valuation. As a result of this comparison, the Company determined that the carrying value of the Wireless Systems business unit exceeded its implied fair value as of July 2004. Based on this assessment, the
Company recorded a charge of $62.4 million to write down the value of goodwill associated with the Wireless Systems reporting segment (see Note 10).



Interest income and other, net. Interest income and other, net, were $0.3 million for the six months ended July 30, 2004. This resulted primarily from
amortization of deferred gains on the prior sale of assets and foreign exchange gains on working capital balances in the Companys foreign entities totaling $0.5 million. These were partially offset by other miscellaneous expenses of $(0.2)
million.



Provision For Income Taxes. During the third
quarter of fiscal 2003, the Company elected to discontinue its prior practice of recording a tax benefit for its operating losses. Accordingly, no tax benefit has been recorded during fiscal 2004. Income tax payments for the three months ended July
2004 and the comparable year earlier period reflect tax payments to various state tax entities.



Liquidity and capital resources



At
July 30, 2004, we had $97.7 million of working capital, which included cash and cash equivalents totaling $21.9 million and short-term investments totalling $4.5 million. During the second quarter, we also renegotiated our credit facility and now
have a $30.0 million revolving working capital line of credit with a bank, that expires in July 2005. The borrowing rate under this credit facility is based on prime + 1%, with prime being defined as the banks most recently announced per
annum prime rate. Through July 30, 2004, we have not had any borrowings under this credit facility; however, approximately $12.6 million of this facility serves as security for certain financial transactions entered into by the
Company, of which $5.4 million of our credit line was utilized as security for the issuance of standby letters of credit while an additional $7.2 million has been utilized in connection with certain foreign currency forward contracts and other
banking cash management products. We are required to meet certain financial covenants for quick ratio and tangible net worth. This facility is also subject to a Material Adverse Change clause whereby the bank can subjectively determine
that the Company is in default under the credit agreement.



During the six
months ended July 30, 2004, net cash used by operations totaled $27.2 million. The negative operating cash flow during this period was principally the result of cash used to fund our loss (net of non-cash items including depreciation and
amortization expense and goodwill impairment) of $10.2 million, $14.4 million of accounts receivable increases due to higher business activity; reductions in accounts payable and accrued expenses of $13.4 million, partially offset by a reduction in
inventory of $10.8 million.



During the six months ended July 30, 2004, we
generated $2.6 million of cash from investing activities. Cash inflows from investing activities included the sale of a building in Finland and proceeds from other short-term investments which more than offset $8.0 million of cash outflows related
to the purchase of capital expenditures.



Financing activities provided
approximately $2.0 million during the six months ended July 30, 2004, primarily as a



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result of proceeds from the issuance of common stock under our Employee Stock Purchase Plan and stock option exercises.



Our future cash requirements will depend upon many factors, including the
nature and timing of orders by OEM customers, competitive pricing pressures, the status of competitive products, our ability to achieve timely anticipated product cost reductions, the progress of our research and development efforts, and the success
of our marketing and sales efforts. Currently our principal source of liquidity consists of our existing cash balances and our bank line of credit. We regularly review our cash funding requirements and attempt to meet those requirements through a
combination of cash on hand and cash provided by operations. We are evaluating alternatives that will provide liquidity that will be additive to the current credit facility. We believe that our existing working capital and that available under our
existing bank credit line will be adequate to fund our operations through at least July 31, 2005. Our ability to increase revenues and generate profits is subject to numerous risks and uncertainties and any significant decrease in our revenues or
product gross margins would reduce our operating cash flows and erode our existing cash balances. No assurances can be given that we will be able to generate positive operating cash flows in the future, be able to secure the anticipated increase to
our credit facilities, or maintain and/or grow our existing cash balances.



We
are exploring a number of strategic and financing alternatives, including the sale of additional business units. We have engaged a financial advisor to assist in the analysis and exploration of these alternatives. We cannot predict when any of these
alternatives will be consummated, if at all.



Off-Balance Sheet Arrangements



As of July 30, 2004, we did not have any other relationships with
unconsolidated entities or financial partners, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other
contractually narrow or limited purposes. As such, we are not materially exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in such relationships.



Obligations and Commitments



The following table summarizes our contractual payment obligations and commitments as of
July 30, 2004:



|                          |  |                                        |         |      |   |        |  |      |       |      |   |       |  |            |       |  |   |       |  |   |       
|------------------------- |  | -------------------------------------- | ------- | ---- | - | ------ |  | ---- | ----- | ---- | - | ----- |  | ---------- | ----- |  | - | ----- |  | - | ------
|                          |  | Payment Obligations by Year (in 000s)
|                          |  | Total                                  |         | 2005 |   | 2006   |  | 2007 |       | 2008 |   | 2009  |  | Thereafter
|Operating leases          |  | $                                      | 73,153  |      | $ | 4,121  |  | $    | 7,487 |      | $ | 7,325 |  | $          | 6,126 |  | $ | 5,425 |  | $ | 42,669
|Purchase obligations      |  |                                        | 40,171  |      |   | 40,171 |  |      |      |      |   |      |  |            |      |  |   |      |  |   |      
|Restructuring liabilities |  |                                        | 262     |      |   | 262    |  |      |      |      |   |      |  |            |      |  |   |      |  |   |      
|                          |  |                                        |         |      |   |        |  |      |       |      |   |       |  |            |       |  |   |       |  |   |       
|                          |  | $                                      | 113,586 |      | $ | 44,554 |  | $    | 7,487 |      | $ | 7,325 |  | $          | 6,126 |  | $ | 5,425 |  | $ | 42,669
|                          |  |                                        |         |      |   |        |  |      |       |      |   |       |  |            |       |  |   |       |  |   |       



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We lease certain office and production facilities under non-cancelable agreements classified as operating leases. In
accordance with accounting principles generally accepted in the United States, obligations under these long-term leases are not recorded on the balance sheet as liabilities until payment is due.



We incur various purchase obligations with other vendors and suppliers for the purchase of
inventory, as well as other goods and services, in the normal course of business. Our purchase obligations are comprised of active and passive components as well as custom-machined parts and castings, manufacturing and test equipment, computer
hardware and information system infrastructure and other purchase commitments made in the ordinary course of business. These obligations are generally evidenced by purchase orders with delivery dates from four to six weeks from the purchase order
date, and in certain cases, supply agreements that contain the terms and conditions associated with these purchase arrangements. We are committed to accept delivery of such materials pursuant to such purchase orders subject to various contract
provisions which may allow us to delay receipt of such order or allow us to cancel orders beyond certain agreed lead times. Such cancellations may or may not include cancellation costs payable by us.



Our restructuring liabilities consist primarily of severance related and estimated future
lease and operating costs on restructured facilities, less offsetting sublease income. The severance is expected to be paid out during the next quarter and the leases will be paid over the respective lease terms, and are included in accrued expenses
and other current liabilities in our consolidated balance sheet.



Critical
Accounting Policies and Estimates



The discussion and analysis of our
financial condition and results of operations are based upon our Condensed Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these
financial statements requires management to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosure of any contingent assets and liabilities at the date of our financial
statements. On an ongoing basis, we evaluate our estimates, including those related to bad debts, inventories, intangible assets, restructuring costs and income taxes. We base our estimates on historical experience and current developments and on
various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates under
different assumptions or conditions.



Critical accounting policies are defined
as those that are reflective of significant judgments and uncertainties, and potentially may result in materially different results under different assumptions or conditions. We consider the following accounting policies to be those that are both
most important to the portrayal of our financial results and that require the most subjective judgment.



Revenue Recognition. We derive the majority of our revenue from product sales and we recognize revenue from these sales upon transfer of title to the product, which generally occurs upon shipment to the
customer, although in a growing number of instances, after transfer to our customers through an intermediary warehouse. We generally ship to our customers Free on Board shipping point except in the circumstances described above. The
SECs Staff Accounting Bulletin (SAB) No. 101, as amended by SAB No. 104, Revenue Recognition, provides guidance on the application of accounting principles generally accepted in the United States to selected revenue recognition
issues. Revenues associated with the performance of non-recurring engineering and development contracts are recognized when earned under the terms of the related contract; and revenues for cost-reimbursement contracts are recorded as costs are
incurred and include estimated earned fees in the proportion that costs incurred to date bears to estimated costs. We believe that our revenue recognition policy is consistent with this guidance and in accordance with accounting principles generally
accepted in the United States. If our shipping policies were to change, including the point of title transfer, materially different reported results would be likely.



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Prospective losses on contracts, which are accrued for, are based upon the anticipated excess of manufacturing costs in
inventory 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.



Allowance for Doubtful Accounts. Allowances for doubtful accounts are estimated
at the segment level based on estimates of losses related to customers receivable balances. In establishing the appropriate provisions for customer receivables balances, the Company makes assumptions with respect to their future
collectibility. The Companys assumptions are based upon individual assessment of a customers credit quality as well as subjective factors and trends, including the aging of receivables balances. Generally, these individual credit
assessments occur at regular reviews during the life of the exposure and consider (a) a customers ability to meet and sustain their financial commitments; (b) a customers current and projected financial condition; (c) the positive or
negative effects of the current or projected industry outlook; and (d) the economy in general. Once the Company considers all of these factors, a determination is made as to the probability of default. An appropriate provision is made, which takes
into account the severity of the likely loss on the outstanding receivable balance based on the Companys experience in collecting these amounts. In addition to these individual assessments, in general, the Company provides a 5% reserve against
all outstanding customer balances that are greater than 60 days past due. The Companys level of reserves fluctuates depending upon all of the factors mentioned above. Credit losses have historically been within our expectations and the
allowances established. At July 30, 2004, accounts receivable totaled $79.6 million, net of reserves for bad debt of $5.4 million.



Inventory Adjustments. Inventories are stated at the lower of weighted average cost or market. We review the components of our inventory on a regular basis
for excess, obsolete and impaired inventory based on estimated future usage and sales. As a general rule, stock levels in excess of one years expectation of usage or sales are fully reserved. The likelihood of any material inventory write-down
is dependent on customer demand, competitive conditions or new product introductions by us, or our customers, that vary from our current expectations. If future demand were significantly less favorable than projected by management, increases to the
reserve would be required. In general, our losses from inventory obsolescence have been within our expectations and the reserves established. At July 30, 2004, inventories totaled $64.6 million, net of reserves for excess and obsolete inventory of
$17.9 million and contract losses of $6.6 million.



Valuation of
Goodwill, Intangible and Other Long-Lived Assets. We are required to assess goodwill impairment in fiscal 2005 using the methodology prescribed by Statement of Financial Accounting Standards (SFAS) No. 142 Goodwill and Other Intangible
Assets. SFAS No. 142 requires that goodwill be tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis and between annual tests in certain circumstances. Application of
the goodwill impairment test requires judgment, including the identification of reporting units, assigning assets and liabilities to reporting units, assigning goodwill to reporting units and determining the fair value of each reporting unit.
Significant judgments required to estimate the fair value of reporting units include estimating future cash flows, determining appropriate discount rates and other assumptions. Changes in these estimates and assumptions could materially affect the
determination of fair value and/or goodwill impairment for each reporting unit.



The majority of our acquisitions that resulted in goodwill being recorded fall within our Wireless Systems segment. The majority of goodwill and other long-lived assets within the Wireless Systems segment are attributable to the ADC Mersum
OY, Himark and Paradigm acquisitions. Nanowave Technologies, Inc., which was merged into the Defense & Space segment in connection with the reorganization/reevaluation of the reporting units in 2003, is the only purchased business of this
segment. Management determined in accordance with SFAS No. 142 that our segments meet the criteria for aggregation and therefore performed its analysis at the reporting segment level. Our impairment review process is based on the income approach
methodology of valuation that uses our estimates of revenue for the reporting units, driven by assumed market growth rates and assumed market segment share, and estimated costs as well as appropriate discount rates.



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We performed an assessment of goodwill impairment as of July 30, 2004 and the Company determined that there were
indicators of impairment for the Wireless Systems reporting segment. The Company tested the goodwill of the reporting segment for impairment in accordance with SFAS No. 142, Goodwill and Other Intangible Assets. The performance of the test
required a two-step process. The first step of the test involved comparing the fair value of the affected reporting unit with the reporting segments aggregate carrying value, including goodwill. The Company estimated the fair value of the
Wireless Systems reporting segment as of July 2004 using the income approach methodology of valuation. As a result of this comparison, the Company determined that the carrying value of the Wireless Systems business unit exceeded its implied fair
value as of July 2004. Based on this assessment, the Company recorded a charge of $62.4 million to write down the value of goodwill associated with the Wireless Systems reporting segment (see Note 10).



Accrued Restructuring Costs. To the extent that exact amounts are not
determinable, we have estimated amounts for the direct costs and liabilities related to our restructuring efforts in accordance with the Emerging Issues Task Force (EITF) Issue 94-3, Liability Recognition for Certain Employee Termination
Benefits and Other Costs to Exit an Activity (Including Certain Costs Incurred in a Restructuring). We will continue to reassess the related accrual annually and record adjustments to this reserve as circumstances warrant. At July 30, 2004,
all accrued restructuring costs had been expensed.



Accrued Warranty
Costs. Estimated future warranty obligations related to certain products are charged to operations in the period in which the related revenue is recognized. We establish a reserve for warranty obligations based on historical warranty
experience.



Valuation of Deferred Income Taxes. Valuation
allowances are established to reduce deferred tax assets to the amount expected to be realized when it is more likely than not that the deferred tax assets will not be realized in the near term. During fiscal 2003, in conjunction with our
acquisition of Spectrian Corporation, management undertook a reassessment of our tax strategy and our overall tax situation, which included the transferring of certain intangible property to off-shore entities. This analysis led us to conclude that,
while management expects that we will transition to profitability, the majority of any future profitability will be generated in tax jurisdictions with low effective tax rates. As a result, we believe that our ability to recover tax assets
associated with high effective tax rate jurisdictions has diminished in the near term and that it is appropriate to establish a valuation allowance to fully reserve our net deferred tax assets.



Item 3. Qualitative and Quantitative Disclosures About Market Risk.



Interest Rate Risk. In July 2004, we increased our credit facility from $25.0 million to $30.0 million of which $17.4 million is available for borrowing at July 30, 2004. To the extent of our borrowings
under this facility, we will be exposed to changes in interest rates.



At July
30, 2004, our investment portfolio includes fixed-income securities with a market value of approximately $4.5 million. These securities are subject to interest rate risk and will decline in value if interest rates increase. 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 investment portfolio would not materially affect the fair value of these
securities.



Foreign Currency Exchange Rate Fluctuations. We have
operations in Europe, Asia-Pacific and the Americas. As a result, our financial position, results of operations and cash flows can be affected by fluctuations in foreign currency exchange rates. Many of our reporting entities conduct a portion of
their business in currencies other than the entitys



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functional currency. These transactions give rise to receivables and payables that are denominated in currencies other
than the entitys functional currency. The value of these receivables and payables is subject to changes in exchange rates because they may become worth more or less than they were worth at the time we entered into the transaction due to
changes in exchange rates. Both realized and unrealized gains or losses in the value of these receivables and payables are included in the determination of net income. Net currency exchange gains recognized on business transactions were $0.3 million
and $0.3 million for the three months and six months ended July 30, 2004, respectively, and $0.5 million and $0.9 million for the three and six month ended August 1, 2003, respectively, and are included in Interest income and other, net in the
Condensed Consolidated Statements of Operations.



Historically, our currency
exposures have been primarily concentrated in the Euro and the British Pound Sterling. As fluctuations in these currencies occurred, we experienced equal upward or downward movement in our net sales and related costs and operating expenses. As we
continue to concentrate our manufacturing operations in countries whose functional currency is the US dollar, we will be subject to market risk associated with fluctuations in the Euro and the British Pound Sterling. In the fourth quarter of fiscal
2004, we established a formal documented program to utilize foreign currency forward exchange contracts to offset the risk associated with the effects of specific foreign currency exposures. Under this program, increases or decreases in our foreign
currency exposures are offset by gains and losses on the forward contracts, so as to mitigate the possibility of foreign currency transaction gains and losses. Under this program, foreign currency exposures arose from sales denominated in Euro and
therefore the related forward contracts qualified for special hedge accounting.



At July 30, 2004, we have open forward contracts totaling a notional amount of 41.9 million Euros with terms of 120 to 330 days. The fair value of these forward contracts amounted to $2.3 million and are included in other current assets.
During the quarter ended April 30, 2004, we determined that previously designated hedged forecasted transactions with a combined notional value of 13.0 million Euros, which originally qualified for special hedge accounting, had to be discontinued as
the forecasted transactions no longer were expected to occur in the form originally contemplated. Accordingly, $0.7 million of unrealized gains on these derivatives that had not previously been included in earnings had to be reclassified to earnings
to reflect the discontinuance of this portion of the cash flow hedge. The reclassified amounts are recorded in Interest income and other, net. The remaining forward contracts entered into during the fourth quarter of fiscal 2004, totaling a notional
amount of 41.9 million Euros, still qualify for special hedge accounting as it is probable that the forecasted transactions will occur as designated. Our policy is to measure effectiveness by comparing changes in spot exchange rates. This method
reflects our risk management strategies, the economics of these strategies in our financial statements and better manages the overall effectiveness of the forward hedges. Under this method, the change in fair value for the quarter ended July 30,
2004 for the forward contracts that still qualify for special hedge accounting attributable to the changes in spot exchange rates (the effective portion) totaling $2.8 million and are reported in other comprehensive income in
shareholders equity. The remaining change in fair value of the forward contract (the ineffective portion) totaling $0.6 million has been recognized in Interest income and other, net. Our ultimate realized gain or loss with respect
to currency fluctuations will depend on the currency exchange rates and other factors in effect as the contracts mature.





Item 4. Controls and Procedures.



Evaluation
of Disclosure Controls and Procedures. Based on our evaluation during the most recent quarter, the Companys principal executive officer and principal financial officer have concluded that the Companys disclosure controls and
procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)) are effective to ensure that information required to be disclosed by the Company in reports that it files
or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.



Changes in Internal Controls. There have been no significant changes in the Companys internal controls or in other factors that could significantly
affect the Companys disclosure controls and procedures subsequent to the date of the previously mentioned evaluation.



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Sarbanes-Oxley 404 Compliance. We have begun a detailed assessment of our internal controls as called for
by the Sarbanes-Oxley Act of 2002. We are still in the evaluation of design phase where we have identified what may be control deficiencies in our system of internal controls. As we move to the testing phase of our project, we expect to validate
these potential control deficiencies and to assess whether or not they rise to the level of significant deficiencies or material weaknesses. In the meantime, we have established a series of remediation teams to investigate these potential control
deficiencies, and, where appropriate, to remediate them. To ensure that we address these issues thoroughly, effectively, and timely, we have supplemented our internal project team with the services of several outside specialists. Although we have
made this project a top priority for the Company, there can be no assurances that all control deficiencies identified and validated will be remediated before the end of the Companys fiscal year or that the remaining unresolved control
deficiencies will not rise to the level of significant deficiencies or material weaknesses.



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PART IIOTHER INFORMATION



Item 1. Legal Proceedings.



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, net of amounts accrued, on the results of operations, financial condition or cash flows of REMEC.



Items 2 through 5 are not applicable and have been omitted.



Item 6. Exhibits and Reports on Form 8-K.



| | (a) | Exhibits.
| | --- | ---------



|              |  |                                                                                                                        
|------------- |  | -----------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description                                                                                                            
|10.1          |  | Executive Transition Agreement dated June 23, 2004 between REMEC, Inc. and Clark Hickock                               
|              | 
|31.1          |  | Certification of Chief Executive Officer Pursuant to Section 302 of the SarbanesOxley Act of 2002.                    
|              | 
|31.2          |  | Certification of the Chief Financial Officer Pursuant to Section 302 of the SarbanesOxley Act of 2002.                
|              | 
|32.1          |  | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



| | (b) | Reports on Form 8-K.
| | --- | --------------------



|                  |  |                                                                                                                                                                                                          
|----------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Date of Report    |  | Item Reported On                                                                                                                                                                                         
|May 13, 2004      |  | Press release issued by REMEC, Inc. annoucing the sale of its Fixed Wireless and Anntenna & Artificial Intelligence businesses and related assets as well as the reorganziation of its
business (item 5).
|                  | 
|June 8, 2004      |  | Press release issued by REMEC, Inc. announcing its financial results for the three months ended April 30, 2004 (item 12).                                                                                
|                  | 
|September 2, 2004 |  | Press release announcing the appointment of the new principal executive officer (item 5.02).                                                                                                             



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SIGNATURES



Pursuant to the requirements of the
Securities and Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



|            |  |                                       
|----------- |  | --------------------------------------
|REMEC, Inc.
|            | 
|By:         |  | /s/ THOMAS H. WAECHTER                
|            |  | Thomas H. Waechter                    
|            |  | President & Chief Executive Officer   
|            | 
|            |  | /s/ WINSTON E. HICKMAN                
|            |  | Winston E. Hickman                    
|            |  | Chief Financial and Accounting Officer
|            | 
|Date:       |  | September 8, 2004                     



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