SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------------------- FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One): /X/ ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED, EFFECTIVE OCTOBER 7, 1996]. For the fiscal year ended December 31, 1998 OR / / TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 [ NO FEE REQUIRED]. For the transition period from ___________ to ________________ Commission file number 0-27414 REMEC, Inc. Profit Sharing 401 (k) Plan 9404 Chesapeake Drive San Diego, California 92123 (Full title of the plan and the address of the plan) REMEC, Inc. 9404 Chesapeake Drive San Diego, California 92123 (Name of issuer of the securities held pursuant to the plan and the address of its principal executive office) REMEC, Inc. Profit Sharing 401(k) Plan Financial Statements and Supplemental Schedules Year ended December 31, 1998 TABLE OF CONTENTS Report of Independent Auditors...................................................... 1 Financial Statements Statements of Net Assets Available for Benefits as of December 31, 1998 and 1997.... 2 Statement of Changes in Net Assets Available for Benefits for the year ended December 31, 1998................................................................ 3 Notes to Financial Statements....................................................... 5 Supplemental Schedules Line 27a - Schedule of Assets Held for Investment Purposes as of December 31, 1998................................................................ 10 Line 27b - Schedule of Loans or Fixed Income Obligations for the year ended December 31, 1998.......................................................... 11 Line 27d - Schedule of Reportable Transactions for the year ended December 31, 1998................................................................ 14 Line 27f - Schedule of Non-Exempt Transactions for the year ended December 31, 1998................................................................ 15 Exhibits ........................................................................... 16 Signature .......................................................................... 16 Other schedules are omitted because the information is not applicable. i Report of Independent Auditors REMEC, Inc. as Plan Administrator of REMEC, Inc. Profit Sharing 401(k) Plan We have audited the accompanying statements of net assets available for benefits of REMEC, Inc. Profit Sharing 401(k) Plan as of December 31, 1998 and 1997, and the statement of changes in net assets available for benefits for the year ended December 31, 1998. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 1998 and 1997, and the changes in its net assets available for benefits for the year ended December 31, 1998, in conformity with generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedules of assets held for investment purposes as of December 31, 1998, loans or fixed income obligations, reportable transactions and non-exempt transactions for the year then ended, are presented for purpose of additional analysis and are not a required part of the financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of management. The Fund Information in the statement of changes in net assets available for benefits is presented for purposes of additional analysis rather than to present the changes in net assets available for benefits of each fund. The supplemental schedules and Fund Information have been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, are fairly stated in all material respects in relation to the financial statements taken as a whole. /s/ Ernst & Young LLP - --------------------- Ernst & Young LLP May 15, 1999 1 REMEC, Inc. Profit Sharing 401(k) Plan Statements of Net Assets Available for Benefits DECEMBER 31, 1998 1997 ----------------- ---------------- Investments, at fair value based on market price: Fidelity Magellan Fund $ 4,001,916 $ 2,476,013 Fidelity Contrafund 2,624,279 1,486,013 Fidelity Growth Company Fund 2,199,620 1,779,828 Fidelity Investment Grade Bond Fund 939,807 532,901 Fidelity Growth and Income Fund 4,627,921 2,823,196 Fidelity Asset Manager Fund 2,137,373 1,914,407 Fidelity Retirement Money Market Fund 2,565,705 1,949,060 Fidelity Diversified International Fund 43,407 - Spartain US Equity Index Fund 405,389 - Fidelity Institutional Money Market Fund 23,096 24,047 REMEC, Inc. Common Stock 3,926,700 817,875 Investments, at estimated fair value: Participant loans 1,083,218 582,630 ----------------- ---------------- Total investments 24,578,431 14,385,970 Receivables: Employee contributions receivable 140,824 150,420 Employer contributions receivable 8,863 71,683 Income receivable 152 - Due from sales of securities 84,856 - ----------------- ---------------- 234,695 222,103 ----------------- ---------------- Net assets available for benefits $24,813,126 $14,608,073 ----------------- ---------------- ----------------- ---------------- SEE ACCOMPANYING NOTES. 2 REMEC, Inc. Profit Sharing 401(k) Plan Statement of Changes in Net Assets Available for Benefits with Fund Information Year ended December 31, 1998 FUND INFORMATION --------------------------------------------------------------------------------------- FIDELITY FIDELITY FIDELITY MAGELLAN FIDELITY GROWTH COMPANY INVESTMENT GRADE GROWTH & INCOME FUND CONTRAFUND FUND BOND FUND FUND --------------------------------------------------------------------------------------- Additions: Employee contributions $ 509,692 $ 367,719 $ 371,616 $115,034 $ 585,685 Rollover contributions 15,212 19,644 9,306 10,380 32,501 Employer contributions (net of forfeitures) 41,052 23,611 24,728 8,417 42,443 Interest and dividends 178,600 201,382 158,201 48,756 254,392 Net appreciation (depreciation) in fair value of investments 723,340 318,373 295,504 9,478 620,781 --------------------------------------------------------------------------------------- Total additions 1,467,896 930,729 859,355 192,065 1,535,802 Deductions: Distributions to participants 292,428 235,133 130,664 41,069 456,392 Administrative expenses 1,860 281 519 1,539 2,354 --------------------------------------------------------------------------------------- Total deductions 294,288 235,414 131,183 42,608 458,746 Interfund transfers, net (500,148) (292,669) (633,688) 66,464 (395,408) Transfers from other plans 852,443 735,620 325,308 190,985 1,123,077 --------------------------------------------------------------------------------------- Increase in net assets during the year 1,525,903 1,138,266 419,792 406,906 1,804,725 Net assets available for benefits at December 31, 1997 2,476,013 1,486,013 1,779,828 532,901 2,823,196 --------------------------------------------------------------------------------------- Net assets available for benefits at December 31, 1998 $4,001,916 $2,624,279 $2,199,620 $939,807 $4,627,921 --------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------- FUND INFORMATION -------------------------------------- FIDELITY ASSET FIDELITY MANAGER RETIREMENT MONEY FUND MARKET FUND -------------------------------------- Additions: Employee contributions $ 317,597 $ 330,656 Rollover contributions 2,033 12,611 Employer contributions (net of forfeitures) 29,212 41,648 Interest and dividends 383,272 125,933 Net appreciation (depreciation) in fair value of investments (87,311) - -------------------------------------- Total additions 644,803 510,848 Deductions: Distributions to participants 66,962 477,392 Administrative expenses 2,739 4,289 -------------------------------------- Total deductions 69,701 481,681 Interfund transfers, net (610,607) (79,667) Transfers from other plans 258,471 667,145 -------------------------------------- Increase in net assets during the year 222,966 616,645 Net assets available for benefits at December 31, 1997 1,914,407 1,949,060 -------------------------------------- Net assets available for benefits at December 31, 1998 $2,137,373 $2,565,705 -------------------------------------- -------------------------------------- SEE ACCOMPANYING NOTES. 3 REMEC, Inc. Profit Sharing 401(k) Plan Statement of Changes in Net Assets Available for Benefits with Fund Information Year ended December 31, 1998 FUND INFORMATION ------------------------------------------------------------------ FIDELITY DIVERSIFIED SPARTAN US REMEC, INC. INTERNATIONAL EQUITY INDEX COMMON PARTICIPANT FUND FUND STOCK LOANS ------------------------------------------------------------------ Additions: Employee contributions $ 698 $ 4,275 $ 184,188 $ - Rollover contributions - 209 9,055 - Employer contributions (net of forfeitures) 74 446 22,483 - Interest and dividends 588 1,209 3,084 65,910 Net appreciation (depreciation) in fair value of investments 1,551 51,399 1,014,906 - ------------------------------------------------------------------ Total additions 2,911 57,538 1,233,716 65,910 Deductions: Distributions to participants - - 6,898 83,443 Administrative expenses - - 650 - ------------------------------------------------------------------ Total deductions - - 7,548 83,443 Interfund transfers, net 40,496 347,851 1,843,246 214,130 Transfers from other plans - - 38,460 303,991 ------------------------------------------------------------------ Increase in net assets during the year 43,407 405,389 3,107,874 500,588 Net assets available for benefits at December 31, 1997 - - 841,922 582,630 ------------------------------------------------------------------ Net assets available for benefits at December 31, 1998 $43,407 $405,389 $3,949,796 $1,083,218 ------------------------------------------------------------------ ------------------------------------------------------------------ OTHER TOTAL ------------------------------------ Additions: Employee contributions $ (9,596) $ 2,777,564 Rollover contributions - 110,951 Employer contributions (net of forfeitures) (62,820) 171,294 Interest and dividends 152 1,421,479 Net appreciation (depreciation) in fair value of investments 84,856 3,032,877 ------------------------------------ Total additions 12,592 7,514,165 Deductions: Distributions to participants - 1,790,381 Administrative expenses - 14,231 ------------------------------------ Total deductions - 1,804,612 Interfund transfers, net - - Transfers from other plans - 4,495,500 ------------------------------------ Increase in net assets during the year 12,592 10,205,053 Net assets available for benefits at December 31, 1997 222,103 14,608,073 ------------------------------------ Net assets available for benefits at December 31, 1998 $234,695 $24,813,126 ------------------------------------ ------------------------------------ SEE ACCOMPANYING NOTES. 4 REMEC, Inc. Profit Sharing 401(k) Plan Notes to Financial Statements December 31, 1998 1. DESCRIPTION OF THE PLAN The following description of the REMEC, Inc. Profit Sharing 401(k) Plan (the "Plan") is provided for general information purposes only. Participants should refer to the Plan document for more complete information. GENERAL The Plan is a defined contribution profit sharing and retirement plan covering all eligible employees of REMEC, Inc. (the "Company"). Most administrative expenses of the Plan are paid by the Company. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). During the plan year 1998, REMEC, Inc. acquired two companies that each had 401(k) plans, Q-bit Corporation and C&S Hybrid, Inc. Those plans were merged into the Plan and assets in the amount of $4,495,500 were transferred. ELIGIBILITY The Plan covers all employees who have attained age 18. There is no service requirement. Employees may elect to join the Plan quarterly on January 1, April 1, July 1, and October 1. CONTRIBUTIONS A participant may elect to have from 1% to 15% of their compensation contributed to the Plan subject to the limits of the Internal Revenue Code. The Company may make a discretionary profit-sharing contribution in an amount to be determined annually by the Sponsor. A participant must be employed on the last day of the Plan year and have earned at least 500 hours of service to be eligible for any profit-sharing contributions. The profit-sharing contributions to the Plan are allocated based on the ratio of each participant's compensation to total compensation of all eligible participants. There were no discretionary profit-sharing contributions during 1998. The Company may also make a discretionary matching contribution. The matching contribution is an amount equal to the percentage determined by the Sponsor of all or a portion of the tax deferred contributions of eligible participants for the contribution 5 1. DESCRIPTION OF THE PLAN (CONTINUED) period up to a maximum match of $400 annually. The Company match for 1998 equaled 100% of the participants deferral up to the annual maximum of $300. PARTICIPANT ACCOUNTS Each participant's account is credited with the participant's contributions, the participant's share of the employer's contributions, if any, and Plan earnings or losses. INVESTMENT OPTIONS Participants may choose to direct the investment of their accounts among the following: - FIDELITY MAGELLAN FUND - FIDELITY CONTRAFUND - FIDELITY GROWTH COMPANY FUND - FIDELITY INVESTMENT GRADE BOND FUND - FIDELITY GROWTH AND INCOME FUND - FIDELITY ASSET MANAGER FUND - FIDELITY RETIREMENT MONEY MARKET FUND - FIDELITY DIVERSIFIED INTERNATIONAL FUND - SPARTAN U.S. EQUITY INDEX FUND - REMEC, INC. COMMON STOCK The REMEC, Inc. Common Stock fund consists of the underlying company stock and a short-term cash component, Fidelity Institutional Money Market Fund, to provide liquidity for daily trading. Participants may change their investment options daily. The Plan is exposed to credit risk in the event of default by the issuers of the investments to the extent of amounts recorded on the statement of net assets available for benefits. 6 1. DESCRIPTION OF THE PLAN (CONTINUED) VESTING Participants are immediately vested in their elective contributions, plus actual earnings thereon, and such amounts are non-forfeitable. With regard to employer matching and discretionary contributions, participants are 50% vested after one year and 100% vested after two years of service. Forfeitures are retained in the Plan and will first be applied against Plan expenses for the Plan year and then to reduce future employer contributions. PAYMENT OF BENEFITS Upon termination of service for any reason, a participant's account is generally distributed in a single lump-sum payment upon request. At the Plan sponsor's option, if the account balance is $3,500 or less, the entire balance may be distributed. Amounts allocated to withdrawn participants at December 31, 1998 and 1997, for claims that have been processed and approved for payment prior to year end but not yet paid, are $25,039 and $49,210, respectively. PARTICIPANT LOANS A participant may apply to the Plan Administrator to borrow against funds in his/her account. Plan loans are limited to the lesser of (1) $50,000 reduced by the participant's highest outstanding loan balance in the previous 12 month period or (2) 50% of the vested interest of the participant's account. The minimum loan amount has been established at $1,000. The term of any loan shall be no greater than five years except when used to purchase a primary residence where the term shall be no greater than ten years. PLAN TERMINATION Although the Company has not expressed any intent to do so, it has the right to terminate the Plan at any time subject to the provisions of ERISA. In the event of Plan termination, participants' accounts will become 100% vested and non-forfeitable. 7 2. SIGNIFICANT ACCOUNTING POLICIES GENERAL The accompanying financial statements have been prepared on the accrual basis of accounting in accordance with generally accepted accounting principles. USE OF ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. INVESTMENT VALUATION Plan assets are held by Fidelity Management Trust Company ("Trustee"). Amounts invested in the mutual funds and common stock are valued at fair value as determined by the Trustee, generally based on quoted market prices. Participant loans receivable are valued at cost which approximates fair value. 3. INCOME TAX STATUS The Plan has received a determination letter from the Internal Revenue Service dated May 26, 1995, stating that the Plan is qualified, in form, under Section 401(a) of the Internal Revenue Code (the "Code") and, therefore, the related trust is exempt from taxation. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The Plan Administrator believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan qualifies and the related trust is tax exempt. Subsequent amendments have been structured to, and are intended to, maintain the Plan's tax qualified status. 4. YEAR 2000 ISSUE (UNAUDITED) The Plan Sponsor has determined that it will be necessary to take certain steps in order to ensure that the Plan's information systems are prepared to handle year 2000 dates. The Plan Sponsor is taking a two phase approach. The first phase addresses internal systems that must be modified or replaced to function properly. Both internal and external resources are being utilized to replace or modify existing software applications, and test the software and equipment for the year 2000 modifications. The Plan Sponsor 8 4. YEAR 2000 ISSUE (UNAUDITED) (CONTINUED) anticipates substantially completing this phase of the project by June 1999. Cost associated with modifying software and equipment are not estimated to be significant and will be paid by the Plan Sponsor. For the second phase of the project, Plan management established formal communications with its third party service providers to determine that they have developed plans to address their own year 2000 problems as they relate to the Plan's operations. All third party service providers have indicated that they will be year 2000 compliant by early 1999. If modification of data processing systems of either the Plan, the Plan sponsor, or its service providers are not completed timely, the year 2000 problem could have a material impact on the operations of the Plan. Plan management has not developed a contingency plan, because they are confident that all systems will be year 2000 ready. 5. SUBSEQUENT EVENT In 1999, REMEC, Inc. acquired Airtech plc and WACOM Products, Inc. Both of these companies have 401(k) Plans which will be merged into the REMEC, Inc. Profit Sharing 401(k) Plan in early 2000. 9 SUPPLEMENTAL SCHEDULES Remec, Inc. Profit Sharing 401(k) Plan Employer ID #95-3814301, Plan 001 Line 27a - Schedule of Assets Held for Investment Purposes December 31, 1998 (e) (b) (c) (d) CURRENT (a) IDENTITY OF ISSUE DESCRIPTION OF ASSET COST VALUE - ------------------------------------------------------------------------------------------------------------------------------- * Fidelity Management Trust Company Fidelity Magellan Fund 33,122.956 shares $3,105,359 $ 4,001,916 Fidelity Contrafund 46,210.234 shares 2,271,556 2,624,279 Fidelity Growth Company Fund 43,112.898 shares 1,871,332 2,199,620 Fidelity Investment Grade Bond Fund 127,172.689 shares 919,796 939,807 Fidelity Growth and Income Fund 100,958.157 shares 3,732,358 4,627,921 Fidelity Asset Manager Fund 122,908.248 shares 2,111,584 2,137,373 Fidelity Retirement Money Market Fund 2,565,705.460 shares 2,565,705 2,565,705 Fidelity Diversified International Fund 2,449.560 shares 41,855 43,407 Spartan US Equity Index Fund 9,221.753 shares 354,035 405,389 Fidelity Institutional Money Market Fund 23,096.060 shares 23,096 23,096 * REMEC, Inc. Common Stock 218,150.000 shares 2,947,516 3,926,700 * Participant loans 6.5% to 12% interest, various maturities - 1,083,218 ----------------- $24,578,431 ----------------- ----------------- * Indicates party-in-interest 10 Remec, Inc. Profit Sharing 401(k) Plan Employer ID #95-3814301, Plan 001 Line 27b - Schedule of Loans or Fixed Income Obligations December 31, 1998 ORIGINAL PRINCIPAL INTEREST UNPAID BALANCE AMOUNT OF RECEIVED IN RECEIVED IN AT DECEMBER 31, DETAILED DESCRIPTION IDENTITY OF OBLIGOR LOAN 1998 1998 1998 OF LOAN - ---------------------------------------------------------------------------------------------------------------------------- * Buhain, Ludyn $ 2,000 $ - $ - $ 2,000 11.25% interest, opened September 16, 1996, matured October 8, 1998, currently making payments *Casantusan, Maria 4,000 2,094 7 7 9% interest, opened October 20, 1993, matured October 19, 1997, written off *Chanthapathet, Nick 1,500 - 44 33 11.5% interest, opened August 18, 1997, matures March 9, 1999, paid off subsequent to year end *Desousa, Peter 12,000 - - 12,000 11.5% interest, opened August 19, 1998, matures August 12, 2003, currently making payments *Driggs, Steve 7,000 - - 6,737 11.25% interest, opened April 17, 1997, matures April 26, 2002, defaulted and distributed subsequent to year end *Le, Nguyen 10,827 407 29 1,683 7% interest, opened January 19, 1995, matures January 14, 1999, currently making payments PRINCIPAL INTEREST IDENTITY OF OBLIGOR OVERDUE OVERDUE - -------------------------------------------------------------- * Buhain, Ludyn $ 1,746 $ 234 *Casantusan, Maria 7 - *Chanthapathet, Nick 33 - *Desousa, Peter 415 314 *Driggs, Steve 1,474 853 *Le, Nguyen 813 26 * Party-in-interest. Address available upon request. 11 Remec, Inc. Profit Sharing 401(k) Plan Employer ID #95-3814301, Plan 001 Line 27b - Schedule of Loans or Fixed Income Obligations (continued) ORIGINAL PRINCIPAL INTEREST UNPAID BALANCE AMOUNT OF RECEIVED IN RECEIVED IN AT DECEMBER 31, DETAILED DESCRIPTION IDENTITY OF OBLIGOR LOAN 1998 1998 1998 OF LOAN - ----------------------------------------------------------------------------------------------------------------------------- *Le, Nguyen $ 6,009 $407 $29 $3,848 6.5% interest, opened June 20, 1996, matures May 17, 2001, currently making payments *Margard, Guy 3,700 - - 1,294 9% interest, opened September 17, 1993, matured on September 22, 1996, paid off subsequent to year end *Meeks, Daniel 25,000 - - 24,278 6.5% interest, opened July 11, 1997, matures July 11, 2002, defaulted and distributed subsequent to year end *Monroy, Joe 8,500 - - 8,230 11.5% interest, opened June 11, 1997, matures June 21, 2002, defaulted and distributed subsequent to year end. *Ortiz, Hector 1,600 - - 678 6.5% interest, opened August 28, 1997, matured August 13, 1998, defaulted and distributed subsequent to year end *Phan, Cang 5,200 - - 187 10.75% interest, opened October 10, 1995, matured on October 9, 1996, defaulted and distributed subsequent to year end PRINCIPAL INTEREST IDENTITY OF OBLIGOR OVERDUE OVERDUE - ----------------------------------------------------------------- *Le, Nguyen $ 364 $ 73 *Margard, Guy 1,196 50 *Meeks, Daniel 20,813 3,314 *Monroy, Joe 1,644 1,025 *Ortiz, Hector 610 9 *Phan, Cang 187 - * Party-in-interest. Address available upon request. 12 Remec, Inc. Profit Sharing 401(k) Plan Employer ID #95-3814301, Plan 001 Line 27b - Schedule of Loans or Fixed Income Obligations (continued) ORIGINAL PRINCIPAL INTEREST UNPAID BALANCE AMOUNT OF RECEIVED IN RECEIVED IN AT DECEMBER 31, DETAILED DESCRIPTION IDENTITY OF OBLIGOR LOAN 1998 1998 1998 OF LOAN - --------------------------------------------------------------------------------------------------------------------------- *Ranallo, James $24,193 $- $- $15,626 6.5% interest, opened February 29, 1996, matures February 22, 2001, defaulted and distributed subsequent to year end *Robechaud, Vicki $1,800 - - 1,304 9.75% interest, opened May 20, 1994 matures May 20, 1999, defaulted and distributed subsequent to year end *Trumball, David 7,500 - - 6,320 11.25% interest, opened April 17, 1997, matures April 28, 2000, defaulted and distributed subsequent to year end. PRINCIPAL INTEREST IDENTITY OF OBLIGOR OVERDUE OVERDUE - --------------------------------------------------------------- *Ranallo, James $13,934 $1,559 *Robechaud, Vicki 1,072 224 *Trumball, David 2,364 587 * Party-in-interest. Address available upon request. 13 Remec, Inc. Profit Sharing 401(k) Plan Employer ID #95-3814301, Plan 001 Line 27d - Schedule of Reportable Transactions For the year ended December 31, 1998 (c) (d) (g) (a) (b) PURCHASE SELLING COST OF IDENTITY OF PARTY INVOLVED DESCRIPTION OF ASSET PRICE PRICE ASSET - ------------------------------------------------------------------------------------------------------------------------------ Category (iii) - Series of transactions in excess of 5% of plan assets Fidelity Management Trust Company Magellan Fund $2,019,284 $ - $2,109,284 Fidelity Management Trust Company Magellan Fund - 1,216,722 1,070,062 Fidelity Management Trust Company Contrafund 1,888,154 - 1,888,154 Fidelity Management Trust Company Contrafund - 1,068,262 1,010,755 Fidelity Management Trust Company Growth Company Fund 1,019,282 - 1,019,282 Fidelity Management Trust Company Growth Company Fund - 894,994 813,846 Fidelity Management Trust Company Investment Grade Bond Fund 682,137 - 682,137 Fidelity Management Trust Company Investment Grade Bond Fund - 284,710 282,873 Fidelity Management Trust Company Growth & Income Fund 2,679,675 - 2,679,675 Fidelity Management Trust Company Growth & Income Fund - 1,495,729 1,294,344 Fidelity Management Trust Company Asset Manager Fund 1,217,906 - 1,217,906 Fidelity Management Trust Company Asset Manager Fund - 907,627 808,270 Fidelity Management Trust Company Retirement Money Market Fund 2,642,703 - 2,642,703 Fidelity Management Trust Company Retirement Money Market Fund - 2,026,057 2,026,057 Fidelity Management Trust Company Institutional Money Market Fund 2,034,140 - 2,034,140 Fidelity Management Trust Company Institutional Money Market Fund - 2,044,943 2,044,943 Fidelity Management Trust Company REMEC, Inc. Common Stock 2,622,569 - 2,622,569 Fidelity Management Trust Company REMEC, Inc. Common Stock - 613,572 593,458 (h) CURRENT VALUE OF ASSET ON (i) (a) (b) TRANSACTION NET GAIN IDENTITY OF PARTY INVOLVED DESCRIPTION OF ASSET DATE (LOSS) - ------------------------------------------------------------------------------------------------------------- Category (iii) - Series of transactions in excess of 5% of plan assets Fidelity Management Trust Company Magellan Fund $2,109,284 $ - Fidelity Management Trust Company Magellan Fund 1,216,722 146,660 Fidelity Management Trust Company Contrafund 1,888,154 - Fidelity Management Trust Company Contrafund 1,068,262 57,507 Fidelity Management Trust Company Growth Company Fund 1,019,282 - Fidelity Management Trust Company Growth Company Fund 894,994 81,148 Fidelity Management Trust Company Investment Grade Bond Fund 682,137 - Fidelity Management Trust Company Investment Grade Bond Fund 284,710 1,837 Fidelity Management Trust Company Growth & Income Fund 2,679,675 - Fidelity Management Trust Company Growth & Income Fund 1,495,729 201,385 Fidelity Management Trust Company Asset Manager Fund 1,217,906 - Fidelity Management Trust Company Asset Manager Fund 907,627 99,357 Fidelity Management Trust Company Retirement Money Market Fund 2,642,703 - Fidelity Management Trust Company Retirement Money Market Fund 2,026,057 - Fidelity Management Trust Company Institutional Money Market Fund 2,034,140 - Fidelity Management Trust Company Institutional Money Market Fund 2,044,943 - Fidelity Management Trust Company REMEC, Inc. Common Stock 2,622,569 - Fidelity Management Trust Company REMEC, Inc. Common Stock 613,572 20,114 Note: There were no category (i), (ii) or (iv) transactions during 1998. Columns (e) and (f) are not applicable 14 REMEC, Inc. Profit Sharing 401(k) Plan Employer ID# 95-3814301, Plan 001 Line 27f - Schedule of Non-Exempt Transactions December 31, 1998 (c) (b) DESCRIPTION OF TRANSACTIONS INCLUDING (a) RELATION TO PLAN, EMPLOYER OR MATURITY DATE, RATE OF INTEREST, IDENTITY OF PARTY INVOLVED OTHER PARTY-IN-INTEREST COLLATERAL, PAR OR MATURITY VALUE - ---------------------------------------------------------------------------------------------------------------------- REMEC, Inc. Employer/Plan Sponsor Contributions of $57,322 for the payroll periods of February 14, 1998 to February 27, 1998 were deposited on May 13, 1998 REMEC, Inc. Employer/Plan Sponsor Contributions of $142,264 for the payroll periods of February 21, 1998 to March 6, 1998 were deposited on April 22, 1998 REMEC, Inc. Employer/Plan Sponsor Contributions of $68,355 for the payroll periods of March 7, 1998 to March 20, 1998 were deposited on April 22, 1998 REMEC, Inc. Employer/Plan Sponsor Contributions of $3,245 for the payroll period of August 1, 1998 were deposited on November 3, 1998 Columns (d) through (j) are not applicable. 15 EXHIBITS 23.1 Consent of Independent Auditors SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, REMEC, Inc., as the administrator of the Plan, has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. Date: June 25, 1999 REMEC, Inc. PROFIT SHARING 401(k) PLAN By: REMEC, Inc. By: /S/ Michael McDonald --------------------------------------- Michael McDonald Senior Vice President, Chief Financial Officer and Secretary 16