<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                                    Form 10-Q

[ X ]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934

For the quarterly period ended        October 27, 2000
                              --------------------------------------

Commission File Number                   0-27414
                      ---------------------------------------

                                   REMEC, INC.
             (Exact name of registrant as specified in its charter)

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

               9404 CHESAPEAKE DRIVE SAN DIEGO, CALIFORNIA 92123
              ---------------------------------------------------
              (Address of principal executive offices) (Zip Code)

                                 (858) 560-1301
                                 --------------
              (Registrant's telephone number, including area code)


Indicate by check whether the registrant (1) has filed all reports required to
be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 month (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

             YES      X                           NO
                    -----                               -----

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

            Class                   Outstanding as of: October 27, 2000
         -----------                -----------------------------------
         Common shares,
         $.01 par value                           44,449,575


<PAGE>

REMEC, INC.
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED OCTOBER 27, 2000

<TABLE>
<CAPTION>
Index                                                                                     Page No.
-----                                                                                     --------
<S>         <C>                                                                           <C>
PART I      FINANCIAL INFORMATION
Item 1.     Condensed Consolidated Financial Statements:
                 Condensed Consolidated Balance Sheets...........................................3
                 Condensed Consolidated Statements of Income (Loss)..............................4
                 Condensed Consolidated Statements of Cash Flows.................................5
                 Notes to Condensed Consolidated Financial Statements............................6
Item 2.     Management's Discussion and Analysis of Financial
                 Condition and Results of Operations.............................................9

PART II     OTHER INFORMATION
Item 1.     Legal Proceedings...................................................................12
Item 3.     Qualitative and Quantitative Disclosures About Market Risk..........................12
Item 6.     Exhibits and Reports on Form 8-K....................................................13

SIGNATURES  ....................................................................................14
</TABLE>


                                      -2-


<PAGE>

PART I - FINANCIAL INFORMATION
ITEM 1

                                   REMEC, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                 October 27,        January 31,
                                                                        2000               2000
                                                                 -----------        -----------
                                                                 (unaudited)
<S>                                                             <C>                <C>
ASSETS
Cash and cash equivalents                                       $136,784,198       $ 34,835,897
Accounts receivable, net                                          45,506,612         33,112,158
Inventories, net                                                  56,947,459         42,147,112
Prepaid expenses and other current assets                         12,994,152         10,085,903
                                                                ------------       ------------
Total current assets                                             252,232,421        120,181,070

Property, plant and equipment, net                                75,514,100         60,289,940
Restricted cash                                                   17,049,299         17,049,299
Intangible and other assets, net                                  39,781,224         26,408,693
                                                                ------------       ------------
                                                                $384,577,044       $223,929,002
                                                                ============       ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable                                                 $16,370,713         $8,320,165
Accrued expenses and other current liabilities                    28,861,085         16,250,576
                                                                ------------       ------------
Total current liabilities                                         45,231,798         24,570,741

Deferred income taxes and other long-term liabilities              7,606,587         11,465,998

Shareholders' equity                                             331,738,659        187,892,263
                                                                ------------       ------------
                                                                $384,577,044       $223,929,002
                                                                ============       ============
</TABLE>


See accompanying notes.


                                      -3-
<PAGE>


                                   REMEC, INC.
               CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                     Three months ended                   Nine months ended
                                                               -------------------------------      ------------------------------
                                                                  October 27,    October 29,           October 27,    October 29,
                                                                         2000           1999                  2000           1999
                                                                  -----------    -----------           -----------    -----------
<S>                                                               <C>             <C>                 <C>            <C>
Net sales                                                         $78,837,747     $48,370,547         $198,441,879   $138,862,804
Cost of sales                                                      56,281,013      35,979,435          143,657,795    105,873,355
                                                                  -----------     -----------         ------------   ------------
Gross profit                                                       22,556,734      12,391,112           54,784,084     32,989,449

Operating expenses:
Selling, general and administrative                                12,547,607       9,739,124           32,784,199     29,253,437
Research and development                                            4,785,013       3,765,384           13,308,896     10,357,706
Transaction costs                                                          --              --                   --      3,130,000
                                                                  -----------     -----------         ------------   ------------
Total operating expenses                                           17,332,620      13,504,508           46,093,095     42,741,143
                                                                  -----------     -----------         ------------   ------------
Income (loss) from operations                                       5,224,114      (1,113,396)           8,690,989     (9,751,694)

Interest income and other, net                                      2,637,650         640,957            6,909,091      1,890,654
                                                                  -----------     -----------         ------------   ------------
Income (loss) before provision (credit) for income taxes            7,861,764        (472,439)          15,600,080     (7,861,040)

Provision (credit) for income taxes                                 2,862,821        (647,047)           6,032,939       (484,271)
                                                                  -----------     -----------         ------------   ------------
Net income (loss)                                                 $ 4,998,943     ($1,119,486)        $  9,567,141    ($7,376,769)
                                                                  ===========    ============         ============   ============

Earnings (loss) per share:
Basic                                                                   $0.11         ($0.03)                $0.22        ($0.20)
                                                                        =====         =======                =====        =======
Diluted                                                                 $0.11         ($0.03)                $0.21        ($0.20)
                                                                        =====         =======                =====        =======

Shares used in computing earnings (loss) per share:
Basic                                                              44,322,000      37,820,000           43,043,000     37,640,000
                                                                   ==========      ==========           ==========     ==========
Diluted                                                            46,636,000      37,820,000           45,379,000     37,640,000
                                                                   ==========      ==========           ==========     ==========
</TABLE>


See accompanying notes.


                                      -4-
<PAGE>


                                   REMEC, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                                    Nine months ended
                                                                                 ---------------------------
                                                                                 October 27,     October 29,
                                                                                        2000            1999
                                                                                 -----------     -----------
       <S>                                                                       <C>             <C>
       OPERATING ACTIVITIES
       Net income (loss)                                                        $  9,567,141    ($7,376,769)
       Adjustments to reconcile net income (loss) to net cash
             provided  by operating activities:
       Depreciation and amortization                                              11,361,791       9,872,075
       Changes in operating assets and liabilities:
            Accounts receivable                                                  (12,459,025)     (7,089,394)
            Inventories                                                          (14,877,896)     (2,920,847)
            Prepaid expenses and other current assets                             (1,852,622)      1,049,287
            Accounts payable                                                       8,470,127       2,968,874
            Accrued expenses, deferred income taxes and
                other long-term liabilities                                       12,028,858       4,016,637
                                                                                ------------     -----------
       Net cash provided by operating activities                                  12,238,374         519,863

       INVESTING ACTIVITIES
       Additions to property, plant and equipment                                (24,027,467)    (20,305,330)
       Payment for acquisitions, net of cash acquired                                     --      (5,825,237)
       Other assets                                                              (15,981,647)     (9,630,285)
                                                                                ------------     -----------
       Net cash used by investing activities                                     (40,009,114)    (35,760,852)

       FINANCING ACTIVITIES
       Borrowings under credit facilities and long-term debt                              --       6,026,147
       Repayments on credit facilities and long-term debt                         (5,276,741)     (1,342,974)
       Proceeds from sale of common stock                                        135,243,101       2,670,206
                                                                                 -----------       ---------
       Net cash provided by financing activities                                 129,966,360       7,353,379

       Effect of exchange rate changes on cash                                      (247,319)          7,492
                                                                                ------------     -----------

       Increase (decrease) in cash and cash equivalents                          101,948,301     (27,880,118)
       Cash and cash equivalents at beginning of period                           34,835,897      83,011,819


       Adjustment for net cash activity of pooled companies                               --        (263,188)
                                                                                ------------     -----------
       Cash and cash equivalents at end of period                               $136,784,198     $54,868,513
                                                                                ============     ===========
</TABLE>

See accompanying notes


                                      -5-
<PAGE>


              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)

1.        QUARTERLY FINANCIAL STATEMENTS

          The interim condensed consolidated financial statements included
          herein have been prepared by REMEC, Inc. (the "Company" or "REMEC")
          without audit, pursuant to the rules and regulations of the Securities
          and Exchange Commission (the "SEC"). Certain information and footnote
          disclosures, normally included in annual financial statements, have
          been condensed or omitted pursuant to such SEC rules and regulations;
          nevertheless, the management of REMEC believes that the disclosures
          herein are adequate to make the information presented not misleading.
          These condensed consolidated financial statements should be read in
          conjunction with the consolidated financial statements and notes
          thereto for the year ended January 31, 2000, included in REMEC's
          Annual Report on Form 10-K. In the opinion of management, the
          condensed consolidated financial statements included herein reflect
          all adjustments, consisting only of normal recurring adjustments,
          necessary to present fairly the consolidated financial position of
          REMEC as of October 27, 2000, and the results of its operations for
          the three and nine month periods ended October 27, 2000, and October
          29, 1999. The results of operations for the interim periods ended
          October 27, 2000, are not necessarily indicative of the results which
          may be reported for any other interim period or for the entire fiscal
          year.

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

2.        EARNINGS PER SHARE

          REMEC calculates earnings per share in accordance with SFAS No. 128,
          "Earnings per Share." Basic earnings per share is computed using the
          weighted average shares outstanding for each period presented. Diluted
          earnings per share is computed using the weighted average shares
          outstanding plus potentially dilutive common shares using the treasury
          stock method at the average market price during the reporting period.
          The calculation of net income per share reflects the historical
          information for REMEC and its acquired subsidiaries and the conversion
          of the common shares of those companies acquired in pooling of
          interests transactions into REMEC shares as stipulated in the
          respective acquisition agreements.

          The following table reconciles the shares used in computing basic and
          diluted earnings per share for the periods indicated:

<TABLE>
<CAPTION>
                                                            Three Months Ended                   Nine Months Ended
                                                       -----------------------------       ---------------------------
                                                       October 27,       October 29,       October 27,    October 29,
                                                       -----------       -----------       -----------    -----------
                                                              2000              1999              2000           1999
          <S>                                          <C>               <C>               <C>            <C>
          Weighted average common shares
             outstanding used in basic
             earnings per share calculation             44,322,000        37,820,000        43,043,000     37,640,000
          Effect of dilutive stock options               2,314,000                --         2,336,000             --
                                                        ----------        ----------        ----------     ----------
          Shares used in diluted
             earnings per share calculation             46,636,000        37,820,000        45,379,000     37,640,000
                                                        ==========        ==========        ==========     ==========
</TABLE>


                                      -6-
<PAGE>


          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 727,000 and
          822,000 shares for the three and nine months ended October 29, 1999,
          were excluded from the calculation of diluted earnings per share
          because of their anti-dilutive effect.

          On June 7, 2000, REMEC's Board of Directors approved a three-for-two
          stock split of its common stock in the form of a 50% stock dividend
          payable on June 30, 2000, to shareholders of record as of June 19,
          2000. All stock related data in the consolidated financial statements
          have been adjusted to reflect the stock dividend for all periods
          presented.

3.        COMPREHENSIVE INCOME

          REMEC has adopted SFAS No. 130, "Reporting Comprehensive Income" which
          requires that all components of comprehensive income, including net
          income, be reported in the financial statements in the period in
          which they are recognized. Comprehensive income or loss is defined
          as the change in equity during a period attributable to REMEC's net
          income or loss and the impact of foreign currency translation
          adjustments and unrealized gains and losses on investments. During
          the three and nine month period ended October 27, 2000, comprehensive
          income, including unrealized gains and losses from foreign currency
          translation adjustments, totaled $4,727,147 and $8,586,923,
          respectively. For the three and nine-month period ended October 29,
          1999, the comprehensive loss, including unrealized gains and losses
          from foreign currency translation adjustments, totaled $994,256 and
          $7,483,140, respectively.

4.        INVENTORIES

          Inventories consist of the following:

<TABLE>
<CAPTION>
                                                          October 27, 2000          January 31, 2000
                                                          ----------------          ----------------
         <S>                                              <C>                       <C>
         Raw materials                                         $34,044,251               $22,629,600
         Work in progress                                       22,953,469                19,567,773
                                                               -----------               -----------
                                                                56,997,720                42,197,373
         Less unliquidated progress payments                      (50,261)                  (50,261)
                                                               -----------               -----------
                                                               $56,947,459               $42,147,112
                                                               ===========               ===========
</TABLE>


          Inventories related to contracts with prime contractors to the U.S.
          Government included capitalized general and administrative expenses of
          $1,764,000 and $1,811,000 at October 27, 2000, and January 31, 2000,
          respectively. REMEC had a reserve for obsolete and unusable inventory
          of $9,586,000 and $6,599,000 as of October 27, 2000, and January 31,
          2000, respectively.

5.        FOLLOW-ON OFFERING

          In March 2000, REMEC sold in an underwritten public offering an
          additional 5,250,000 shares of common stock. The net proceeds received
          by REMEC from this offering totaled approximately $132.6 million.
                                      -7-
<PAGE>

6.        PENDING TRANSACTION

          On November 15, 2000, REMEC announced its tender offer to the
          shareholders of Allgon AB ("Allgon"), a Swedish public company. The
          consummation of this transaction is subject to shareholder approval.
          According to the terms of REMEC's tender offer, REMEC could acquire up
          to all of the currently issued and outstanding shares of Allgon Stock
          in exchange for up to 18,210,000 shares of our common stock. REMEC's
          offer also includes elective cash components, aggregating up to $125
          million, which will reduce the total number of REMEC shares to be
          issued in the acquisition.

7.        RECENTLY ISSUED ACCOUNTING STANDARDS

          In December 1999, the SEC issued Staff Accounting Bulletin No. 101,
          "Revenue Recognition in Financial Statements." SAB 101 summarizes
          certain of the SEC's review in applying generally accepted accounting
          principles to revenue recognition in financial statements. We are
          required to adopt SAB 101 in the fourth quarter of fiscal 2001;
          however, we do not expect the adoption of SAB 101 to have any effect
          on our operations or financial position.

          In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
          Instruments and Hedging Activities", which establishes accounting and
          reporting standards for derivative instruments on the Company's
          balance sheet at fair market. The FASB has subsequently delayed
          implementation of the standard for the financial years beginning after
          June 15, 2000. We expect to adopt SFAS 133 effective February 2001. We
          are currently assessing the impact of adopting SFAS No. 133 on our
          financial position and results on operations.

          In March of 2000, the FASB issued FASB Interpretation No. 44
          ("FIN 44"), "Accounting for Certain Transactions Involving Stock
          Compensation". We were required to adopt FIN 44 effective July
          1,2000, with respect to certain provisions applicable to new awards,
          exchanges of awards in a business combination, modifications to
          outstanding awards, and changes in grantee status that occur on or
          after that date. FIN 44 addresses practice issues related to the
          application of APB Opinion No. 25, "Accounting for Stock Issued to
          Employees". We do not anticipate  that the adoption of FIN 44 will
          have a material impact on our financial position or results of
          operations.

                                      -8-
<PAGE>


ITEM 2

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

REMEC commenced operations in 1983 and has become a leader in the design and
manufacture of subsystems and integrated components used in the wireless
communications industry and the defense industry. Our consolidated results of
operations include the operations of REMEC Microwave, Inc., or Microwave;
REMEC Wireless, Inc., or Wireless; Humphrey, Inc. or Humphrey; REMEC Magnum,
Inc., or Magnum; REMEC Veritek, Inc. or Veritek; REMEC CSH, Inc. or CSH;
REMEC Q-bit, Inc., or Q-bit; Nanowave, Inc., or Nanowave; REMEC Wacom, L.P.,
or Wacom; REMEC Airtech Ltd, or Airtech; and REMEC Inc., S.A., or REMEC Costa
Rica. In March 2000, REMEC sold in an underwritten public offering an
additional 5,250,000 shares of common stock. The net proceeds received by
REMEC from this offering totaled approximately $132.6 million.

Our research and development efforts for customers in the defense industry are
conducted in direct response to the unique requirements of a customer's order
and, accordingly, expenditures related to such efforts are included in cost of
sales and the related funding is included in net sales. As a result, our
historical funded research and development expenses were minimal. As our
commercial business has expanded, research and development expenses have
generally increased in amount and as a percentage of sales. We expect this trend
to continue, although research and development expenses may fluctuate on a
quarterly basis both in amount and as a percentage of sales.

Currently, REMEC derives significant revenues from a limited group of customers
and expects that it will continue to do so in the immediate future. In certain
circumstances, customers place purchase orders but release quantities
incrementally against those purchase orders, subject to an agreed period of
performance. At the time a purchase order is placed, REMEC records the entire
amount of the purchase order as backlog, even if the customer releases
quantities incrementally against the purchase order. An amount of REMEC's
backlog with these customers can be canceled at any time generally without
substantial penalties. As a result, any cancellation, reduction or delay in
orders by or delays in shipments to any significant customer may have a material
adverse effect on REMEC's business, financial condition and results of
operations.

REMEC has also experienced continued pricing pressure on follow-on orders for
existing defense programs on which REMEC participates, and REMEC anticipates
that there will be fewer available defense programs to which it can market its
products in the future. Failure of REMEC to replace sales attributable to a
significant defense program or contract at the end of that program or contract,
whether due to cancellation, spending cuts, budgetary constraints or otherwise,
may have a material adverse effect on REMEC's business, financial condition or
results of operations.


                                      -9-
<PAGE>


RESULTS OF OPERATIONS AS A PERCENTAGE OF NET SALES

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

<TABLE>
<CAPTION>
                                                                 Three months ended                Nine months ended
                                                             ---------------------------      --------------------------
                                                             October 27,     October 29,      October 27,    October 29,
                                                                    2000            1999             2000           1999
                                                             -----------     -----------      -----------    -----------
             <S>                                             <C>             <C>              <C>            <C>
             Net sales...................................         100.0%         100.0%           100.0%         100.0%
             Cost of sales...............................          71.4           74.4             72.4           76.2
                                                                  ------         ------            -----         ------
             Gross profit................................          28.6           25.6             27.6           23.8
             Operating expenses:
             Selling, general & administrative...........          15.9           20.1             16.5           21.1
             Research and development....................           6.1            7.8              6.7            7.5
             Transaction costs ..........................            --             --               --            2.2
                                                                     --             --               --           ----
             Total operating expenses....................          22.0           27.9             23.2           30.8
                                                                  ------         ------            -----         ------
             Income (loss) from operations...............           6.6          (2.3)              4.4          (7.0)
             Interest income ............................           3.3            1.3              3.4            1.4
                                                                  ------         ------            -----         ------
             Income (loss) before income taxes...........           9.9          (1.0)              7.8          (5.6)
             Provision (credit) for income taxes.........           3.6            1.3              3.0          (0.3)
                                                                  ------         ------            -----         ------
             Net income (loss)...........................           6.3%         (2.3%)             4.8%         (5.3%)
                                                                  ======         ======            =====         ======
</TABLE>


RESULTS OF OPERATIONS

NET SALES.  Net sales were $78.8  million  and $198.4  million for the three
and nine month  periods ended  October 27, 2000,  representing  an increase
of $30.5 million or 63.0% and an increase of $59.6 million or 42.9%,
respectively,  over the prior year  periods.  The increase in sales during
fiscal 2001 was primarily attributable to increased demand from REMEC's
commercial customers.

GROSS PROFIT. Gross profit was $22.6 million and $54.8 million for the three and
nine-month periods ended October 27, 2000, representing increases of $10.2
million or 82.0% and $21.8 million or 66.1%, respectively, over the prior year
periods. Gross margins were 28.6% and 27.6% for the three and nine month periods
ended October 27, 2000, compared with 25.6% and 23.8%, respectively, for the
comparable prior year periods. Fiscal 2000 gross margins were adversely affected
by an increase in reserves for inventory obsolescence and product warranty
costs. The improvement in gross margins in the current fiscal year is primarily
attributable to the absence of such costs, as well as the improved overhead
absorption resulting from the increase in production volume associated with the
increased sales levels discussed above.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses ("SG&A") were $12.5 million and $32.8 million for the
three and nine month periods ended October 27, 2000, representing an increase
of $2.8 million or 28.8% and an increase of $3.5 million or 12.1%,
respectively, over the comparable prior year periods. The increase in SG&A
during fiscal 2001 was primarily attributable to approximately $.7 million of
increased SG&A costs arising at WACOM (this subsidiary was acquired in late
March 1999, and therefore the prior year results only include approximately 4
months of WACOM SG&A costs) and an increase in employment and related
expenses. As a percentage of net sales, SG&A expenses decreased from 21.1% in
fiscal 2000 to 16.5% in fiscal 2001 due to the increase in sales.

RESEARCH AND DEVELOPMENT EXPENSES. Research and development expenses were $4.8
million and $13.3 million for the three and nine-month periods ended October 27,
2000, representing increases of $1.0 million or 27.1% and $3.0 million or 28.5%,
respectively, over the comparable prior year periods. These expenditures are
mostly attributable to the company's wireless communications business and
reflect increased activity associated with new product development. Research and
development expenditures fluctuate on a quarterly basis both in amount and as a
percentage of sales.


                                      -10-
<PAGE>


TRANSACTION COSTS. REMEC's results of operations for the nine months ended
October 29, 1999, include $3.1 million of transaction costs associated with
REMEC's acquisition of Airtech and the terminated acquisition of STM Wireless,
Inc. There were no similar costs in the current fiscal year.

INTEREST INCOME. Interest income was $2.6 million and $6.9 million for the three
and nine month periods ended October 27, 2000, representing increases of $2.0
million or 311.5% and $5.0 million or 265.4%, respectively, over the comparable
prior year periods. The increase in interest income was due to an increase in
the level of cash available for investing as a result of the funds generated by
REMEC's follow-on offering in March 2000.

PROVISION (CREDIT) FOR INCOME TAXES. REMEC reported income tax expense of $6.0
million  during the nine months  period ended October 27, 2000, as compared with
an income tax credit of $0.5 million recognized during the comparable prior year
period. The increase in income taxes reflects REMEC's return to profitability in
the current fiscal year.  The credit in the prior year reflects the  recognition
of the tax benefit associated with REMEC's net operating loss.

LIQUIDITY AND CAPITAL RESOURCES

At October 27, 2000, REMEC had $207.0 million of working capital, which included
cash and cash equivalents totaling $136.8 million. REMEC also has a $12.0
million revolving working capital line of credit with a bank. The borrowing rate
under this credit facility is based on a fixed spread over the London Interbank
Offered Rate (LIBOR). This credit facility terminates on July 1, 2002. As of
October 27, 2000, there were no borrowings outstanding under this credit
facility.

On November 15, 2000, REMEC announced its tender offer to the shareholders of
Allgon AB ("Allgon"), a Swedish public company. The consummation of this
transaction is subject to shareholder approval. According to the terms of our
tender offer, we could acquire up to all of the currently issued and outstanding
shares of Allgon Stock in exchange for up to 18,210,000 shares of our common
stock. REMEC's offer also includes elective cash components, aggregating up to
$125 million, which will reduce the total number of REMEC shares to be issued in
the acquisition.

During the nine month period ended October 27, 2000, net cash provided by
operations totaled $12.2 million as the cash generated from earnings and
non-cash expenses (primarily depreciation and amortization) and an increase in
trade accounts payable and other accrued expenses more than offset a $27.3
million increase in trade receivables and inventories. Receivables increased
during this period due to the increase in sales from the previous quarter and a
minor increase in the length of time that customers were taking to pay invoices.
The increase in inventories (and trade accounts payable) was due to the need to
support anticipated future sales growth. Other accrued expenses increased as a
result of an increase in REMEC's U.S. income tax liability and an increase in
employee related liabilities.

During the nine months ended October 27, 2000, $40.0 million was used in
investing activities primarily in connection with $24.0 million in capital
expenditures and the purchase of $13.5 million of Allgon Stock. The bulk of
the capital expenditures were associated with the expansion of REMEC's
commercial wireless communications business. Cash on hand financed the above
expenditures. REMEC's future capital expenditures may continue to be
significant as a result of wireless communications expansion requirements.

Financing activities generated approximately $130.0 million during the nine
month period ended October 27, 2000, principally as a result of the net
proceeds of $132.6 million generated by REMEC's follow-on offering and the
net proceeds of $2.6 million from the issuance of shares in connection with
REMEC's Employee Stock Purchase Plan and from stock option exercises, net of
the repayment of $5.3 million outstanding under a long-term credit facility
at REMEC's Airtech subsidiary.

Our future capital requirements will depend upon many factors, including the
nature and timing of orders by OEM customers, the progress of our research and
development efforts, expansion of our marketing and sales efforts, and the
status of competitive products.


                                      -11-
<PAGE>


PART II - OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS

CLASS ACTION LAWSUIT. On April 19, 1999, a class action lawsuit was filed
against REMEC, some of its officers and directors and the investment banking
firms that served as the representatives of the underwriters of our public
offering completed in February 1998. The lawsuit was filed by the law firm
Milberg Weiss Bershad Hynes and Lerach in the United States District Court for
the Southern District of California as counsel for Charles Vezzetti and all
others similarly situated. The lawsuit alleges violations of the Securities
Exchange Act of 1934 by us and the other defendants between December 1, 1997,
and June 12, 1998. Specifically, the complaint alleges that REMEC made falsely
positive statements which artificially inflated the price of REMEC stock prior
to a secondary offering completed in February 1998, in which REMEC and some of
its officers and directors sold stock, and that REMEC's stock price fell on a
series of adverse disclosures in late May and early June 1998. The complaint in
the lawsuit does not specify an amount of claimed damages. Since the lawsuit was
filed, the underwriters have been dismissed without prejudice.

REMEC believes that the lawsuit is without merit and has been defending against
it vigorously through a motion to dismiss and otherwise. In addition, REMEC
believes the ultimate resolution will not have a material adverse impact on our
business or financial condition. However, if the plaintiffs are successful in
pursuing their claims against REMEC and its officers and directors, such a
result could have a significant negative impact on REMEC's business and
financial condition.

Other than the securities class action lawsuit described above, neither REMEC
nor any of its subsidiaries is presently subject to any material litigation, nor
to REMEC's knowledge, is such litigation threatened against REMEC or its
subsidiaries, other than routine actions and administrative proceedings arising
in the ordinary course of business, all of which collectively are not
anticipated to have a material adverse effect on the business or financial
condition of REMEC.


ITEM 3.  QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK

INTEREST RATE RISK. REMEC is exposed to changes in interest rates to the extent
of its borrowings under its revolving working capital line of credit. At October
27, 2000, REMEC had no borrowings under this credit facility and, therefore, no
exposure to interest rate movement on its debt. REMEC will also be affected by
changes in interest rates in its investments in certain cash equivalent
securities. Under current REMEC policies, REMEC does not use interest rate
derivative instruments to manage exposure to interest rate changes. A
hypothetical 100 basis point increase in interest rates in REMEC cash equivalent
securities would not materially effect the fair value of these securities at
October 27, 2000.

FOREIGN CURRENCY EXCHANGE RATE. REMEC's earnings and cash flow are subject to
fluctuations due to changes in foreign currency exchange rates. To a certain
extent, foreign currency exchange rate movements also affect REMEC's competitive
position, as exchange rate changes may affect business practices and/or pricing
strategies on non-U.S. based competitors. The primary foreign currency risk
exposure is related to U.S. dollar to British pound and U.S. dollar and British
pound to Euro conversions. Considering both the anticipated cash flows from firm
sales commitments and anticipated sales for the next quarter, a hypothetical 10%
weakening of the U.S. dollar relative to all other currencies would not
materially adversely affect expected fourth quarter fiscal 2001 earnings or cash
flows. This analysis is dependent on actual export sales during the next quarter
occurring within 90% of budgeted forecasts. The effect of the hypothetical
change in exchange rates ignores the effect this movement may have on other
variables including competitive risk. If it were possible to quantify this
competitive impact, the results could well be different than the sensitivity
effects described above. In addition, it is unlikely that all currencies would
uniformly strengthen or weaken relative to the U.S. dollar. In reality, some
currencies may weaken while others may strengthen. REMEC reviews its position
each month for expected currency exchange rate movements.


                                      -12-
<PAGE>


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)      The following exhibits are filed herewith:

                  Exhibit 27  - Financial Data Schedule

(b)      There were no reports on Form 8-K filed by the registrant during the
         quarter ended October 27, 2000.




                                      -13-

<PAGE>

SIGNATURES

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



REMEC, Inc.
(Registrant)



By:                       /s/ Ronald E. Ragland
         -----------------------------------------------
         Ronald E. Ragland
         Chairman and Chief Executive Officer




By:                        /s/ Michael D. McDonald
         -------------------------------------------
         Michael D. McDonald
         Chief Financial and Accounting Officer and Secretary


Date:    December 11, 2000


                                      -14-
<PAGE>


EXHIBIT INDEX


Exhibit
Number

27                Financial Data Schedule


                                      -15-