<PAGE>

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                             ---------------------

                                   FORM 10-Q

                             ---------------------

<Table>
<Caption>

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

             FOR THE QUARTERLY PERIOD ENDED DECEMBER 28, 2001



                                   OR




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



             FOR THE TRANSITION PERIOD FROM             TO            .
</Table>

                        COMMISSION FILE NUMBER 000-31231

                          REPEATER TECHNOLOGIES, INC.
             (Exact name of Registrant as specified in its charter)

<Table>
<Caption>

<S>                                            <C>
                   DELAWARE                                      77-0535658
       (State or other jurisdiction of                        (I.R.S. Employer
        incorporation or organization)                      Identification No.)
</Table>

                               1150 MORSE AVENUE
                          SUNNYVALE, CALIFORNIA 94089
                    (Address of principal executive offices)

                                 (408) 747-1900
              (Registrant's telephone number, including area code)

     Indicate by check mark 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 months (or for such shorter periods 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 [ ]

     The number of shares of the Registrant's common stock outstanding as of
February 5, 2002 was 23,876,137.

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>

                                     INDEX

<Table>
<Caption>
                                                                       PAGE
                                                                       ----
<S>      <C>                                                           <C>
                      PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements (unaudited)............................    1
         Condensed Consolidated Balance Sheets.......................    1
         Condensed Consolidated Statements of Operations.............    2
         Condensed Consolidated Statements of Cash Flows.............    3
         Notes to Condensed Consolidated Financial Statements........    4

Item 2.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations...................................   10
         Risks That Could Affect Future Results......................   17

Item 3.  Quantitative and Qualitative Disclosures of Market Risk.....   26

                        PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings...........................................   26

Item 2.  Changes in Securities and Use of Proceeds...................   27

Item 3.  Defaults Upon Senior Securities.............................   27

Item 4.  Submission of Matters to a Vote of Security Holders.........   28

Item 5.  Other Information...........................................   28

Item 6.  Exhibits and Reports on Form 8-K............................   28

Signatures...........................................................   29

Exhibit Index........................................................   30
</Table>
<PAGE>

                         PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                          REPEATER TECHNOLOGIES, INC.

                     CONDENSED CONSOLIDATED BALANCE SHEETS
                (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

<Table>
<Caption>
                                                              DECEMBER 28,   MARCH 30,
                                                                  2001         2001
                                                              ------------   ---------
                                                              (UNAUDITED)
<S>                                                           <C>            <C>
                                        ASSETS
Current assets:
  Cash and cash equivalents.................................    $  9,215     $ 26,084
  Accounts receivable, net..................................       2,632        3,584
  Inventories, net..........................................       7,607        7,960
  Other current assets......................................         964          541
                                                                --------     --------
          Total current assets..............................      20,418       38,169
Service parts, net..........................................         751          890
Property and equipment, net.................................       3,082        3,710
Other assets................................................         116          117
                                                                --------     --------
          Total assets......................................    $ 24,367     $ 42,886
                                                                ========     ========

                         LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable..........................................    $  2,641     $  4,406
  Accrued compensation......................................         494          831
  Other accrued liabilities.................................       2,724        2,200
  Deferred revenue..........................................         562        1,500
  Notes payable.............................................       1,066        2,641
  Current portion of capital lease obligations..............         221          395
                                                                --------     --------
          Total current liabilities.........................       7,708       11,973
Deferred revenue, net of current portion....................         983          900
Capital lease obligations, net of current portion...........          --          141
                                                                --------     --------
          Total liabilities.................................       8,691       13,014
                                                                --------     --------
Stockholders' equity:
  Common Stock, $0.001 par value; 70,000,000 shares
     authorized; 23,880,133 and 23,215,021 shares issued and
     outstanding at December 28, 2001 and March 30, 2001,
     respectively...........................................          24           23
  Additional paid in capital................................     110,304      111,339
  Unearned stock-based compensation.........................        (665)      (1,968)
  Accumulated deficit.......................................     (93,987)     (79,522)
                                                                --------     --------
          Total stockholders' equity........................      15,676       29,872
                                                                --------     --------
          Total liabilities and stockholders' equity........    $ 24,367     $ 42,886
                                                                ========     ========
</Table>

  The accompanying notes are an integral part of these condensed consolidated
                             financial statements.

                                        1
<PAGE>

                          REPEATER TECHNOLOGIES, INC.

                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                     (IN THOUSANDS, EXCEPT PER SHARE DATA)
                                  (UNAUDITED)

<Table>
<Caption>
                                                 THREE MONTHS ENDED             NINE MONTHS ENDED
                                             ---------------------------   ---------------------------
                                             DECEMBER 28,   DECEMBER 29,   DECEMBER 28,   DECEMBER 29,
                                                 2001           2000           2001           2000
                                             ------------   ------------   ------------   ------------
<S>                                          <C>            <C>            <C>            <C>
Net revenues...............................    $ 3,260        $ 6,887        $ 10,890       $ 19,112
Cost of revenues...........................      4,348          5,657          12,215         14,620
                                               -------        -------        --------       --------
Gross profit/(loss)........................     (1,088)         1,230          (1,325)         4,492
                                               -------        -------        --------       --------
Operating expenses:
  Research and development.................        964           (494)          4,716          6,161
  Sales and marketing......................      1,279          2,253           4,910          7,055
  General and administrative...............      1,073          1,514           3,622          3,396
                                               -------        -------        --------       --------
          Total operating expenses.........      3,316          3,273          13,248         16,612
                                               -------        -------        --------       --------
Loss from operations.......................     (4,404)        (2,043)        (14,573)       (12,120)
Other income/(expense), net................       (205)           (39)            107         (2,392)
                                               -------        -------        --------       --------
Net loss...................................    $(4,609)       $(2,082)       $(14,466)      $(14,512)
                                               =======        =======        ========       ========
Net loss per common share -- basic and
  diluted..................................    $ (0.20)       $ (0.09)       $  (0.63)      $  (1.11)
                                               =======        =======        ========       ========
Shares used in net loss per common share
  calculation -- basic and diluted.........     23,292         22,563          23,023         13,110
                                               =======        =======        ========       ========
</Table>

  The accompanying notes are an integral part of these condensed consolidated
                             financial statements.

                                        2
<PAGE>

                          REPEATER TECHNOLOGIES, INC.

                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
                                  (UNAUDITED)

<Table>
<Caption>
                                                                   NINE MONTHS ENDED
                                                              ---------------------------
                                                              DECEMBER 28,   DECEMBER 29,
                                                                  2001           2000
                                                              ------------   ------------
<S>                                                           <C>            <C>
Cash Flows used in Operating Activities:
Net loss....................................................    $(14,466)      $(14,512)
Adjustments to reconcile net loss to net cash used in
  operating activities:
  Depreciation and amortization.............................       1,450          1,280
  Provision for losses on accounts receivable...............          78            (41)
  Provision for writedowns on inventories...................         874            223
  Amortization of unearned stock-based compensation.........          81          1,505
  Non cash interest expense.................................          --          1,635
  Amortization of debt discount and debt issuance costs.....         161            140
  Issuance of equity instruments under license agreement....          --             20
  Gain on sale of Gwydion development project...............        (357)            --
  Changes in operating assets and liabilities:
     Accounts receivable....................................         874            615
     Inventories............................................        (971)        (4,031)
     Other current assets...................................        (424)          (221)
     Accounts payable.......................................      (2,021)           (31)
     Accrued compensation...................................        (337)           520
     Other accrued liabilities..............................         640           (145)
     Deferred revenue.......................................        (855)            37
                                                                --------       --------
       Net cash used in operating activities................     (15,273)       (13,006)
                                                                --------       --------
Cash Flows from Investing Activities:
  Proceeds from sale of Gwydion development project.........         969             --
  Purchase of field service parts...........................        (315)          (667)
  Purchase of property and equipment........................        (390)        (1,906)
                                                                --------       --------
       Net cash (used in)/provided by investing
        activities..........................................         264         (2,573)
                                                                --------       --------
Cash Flows from Financing Activities:
  Principal payments on notes payable.......................      (1,736)        (1,359)
  Payments on capital lease obligations.....................        (314)          (332)
  Proceeds from series EE convertible subordinated
     debentures.............................................          --          5,100
  Net proceeds from issuance of common stock under initial
     public offering........................................          --         43,375
  Issuance of common stock from exercise of stock options...         190            200
                                                                --------       --------
       Net cash (used in)/provided by financing
        activities..........................................      (1,860)        46,984
                                                                --------       --------
Net increase/(decrease) in cash and cash equivalents........     (16,869)        31,405
Cash and cash equivalents at beginning of the period........      26,084          4,823
                                                                --------       --------
Cash and cash equivalents at end of the period..............    $  9,215       $ 36,228
                                                                ========       ========
Supplemental Disclosure of Cash Flow Information:
  Cash paid for interest....................................    $    171       $    957
  Taxes paid................................................    $     22       $      1
</Table>

  The accompanying notes are an integral part of these condensed consolidated
                             financial statements.

                                        3
<PAGE>

                          REPEATER TECHNOLOGIES, INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               DECEMBER 28, 2001
                                  (UNAUDITED)

BASIS OF PRESENTATION

     The accompanying unaudited condensed consolidated financial statements as
of December 28, 2001 and for the three and nine months ended December 28, 2001
and December 29, 2000 have been prepared by Repeater Technologies, Inc. (the
"Company") in accordance with the rules and regulations of the Securities and
Exchange Commission. The amounts as of March 30, 2001 have been derived from our
annual audited financial statements. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted in
accordance with such rules and regulations. In the opinion of management, the
accompanying unaudited financial statements reflect all adjustments, consisting
only of normal recurring adjustments, necessary to present fairly the financial
position of the Company and its results of operations and cash flows. These
financial statements should be read in conjunction with the annual audited
financial statements and notes as of and for the year ended March 30, 2001,
included in the Company's Annual Report on Form 10-K as filed with the
Securities and Exchange Commission on June 28, 2001.

     The results of operations for the three and nine months ended December 28,
2001 are not necessarily indicative of the results that may be expected for the
year ending March 29, 2002 or any other future interim period, and the Company
makes no representations related thereto.

     The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements, and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

     The Company has a history of operating losses and operates in an industry
sector that is subject to significant and rapid shifts in demand and changes in
technology. The Company completed its initial public offering in August 2000,
which raised $42.3 million, net of expenses. However, the Company has incurred
substantial losses and negative cash flows from operations since inception. For
the year ended March 30, 2001, the Company incurred a loss from operations of
approximately $23.6 million, and negative cash flows from operations of
approximately $21.3 million. For the first nine months of the year ending March
29, 2002, the Company incurred negative cash flows from operations of
approximately $6.7 million for the first quarter, $5.1 million for the second
quarter and $3.5 million for the third quarter. Management plans to continue to
reduce cash used in operating activities. In October 2001, the Company reduced
the workforce by 34%, from which reduction the Company anticipates that it will
fully realize benefits in the quarter ending March 29, 2002. Management also
plans to increase the sales volume of its network repeaters and realize higher
margins on its new products. If these efforts prove to be insufficient,
management plans to further reduce discretionary expenditures. Failure to
generate sufficient revenues or reduce certain discretionary spending could have
a material adverse effect on the Company's ability to continue as a going
concern and to achieve its intended business objectives.

REVENUE RECOGNITION

     The Company's revenues are derived primarily from the sale of the Company's
hardware products and accessories. Revenue is recognized upon shipment or
delivery to the customer, depending upon the terms of the sale, where there is a
purchase order or a sales agreement and collectibility of the resulting
receivable is reasonably assured. Where a purchase order or a sales agreement
contains a customer acceptance clause, the Company defers revenue recognition
until the acceptance criteria have been met.

                                        4
<PAGE>
                          REPEATER TECHNOLOGIES, INC.

      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     Revenues from services, including network design, training and installation
support, are recognized when services are performed.

     Revenues from Network Management Systems software are recognized in
accordance with Statement of Position No. 97-2, "Software Revenue Recognition"
("SOP 97-2"), as amended, upon completion of installation, provided that no
significant vendor obligations remain and collectibility is reasonably assured.
To date, revenue from software products has been immaterial.

     Sales to distributors -- Revenues generated from certain foreign countries
are derived from sales to distributors. The Company does not grant return
rights, exchange rights or price protection rights. Payment terms are on average
60 days after invoice and the Company usually requires an irrevocable letter of
credit. Revenue from distributors is recognized upon shipment or delivery to the
distributor, depending on sales terms.

     Sales through agents -- The Company's sales agents act strictly as sales
representatives and receive commission which is recorded in sales and marketing
expenses. The Company invoices the end user directly and revenue is recognized
upon shipment or delivery to the end-user, depending upon the terms of the sale.

     At the time of sale, the Company provides for the estimated cost of meeting
product warranty and hot-line technical support. When warranty and post contract
customer support obligations exist beyond one year, the related revenue is
deferred and recognized ratably over the term of the arrangement.

RECENT ACCOUNTING PRONOUNCEMENTS

     In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 133 ("SFAS 133"), "Accounting
for Derivative Instruments and Hedging Activities." In June 1999, the FASB
issued Statement of Financial Accounting Standards No. 137 ("SFAS 137"),
"Accounting for Derivative Instruments and Hedging Activities -- Deferral of
Effective Date of FASB Statement No. 133." SFAS 133, as amended by SFAS 137, is
effective for all fiscal quarters of all fiscal years beginning after June 15,
2000, with earlier application encouraged. In June 2000, the FASB issued
Statement of Financial Accounting Standards No. 138 ("SFAS 138"), "Accounting
for Certain Derivative Instruments and Hedging Activities -- an amendment of
FASB Statement No. 133." SFAS 133, SFAS 137 and SFAS 138 establish accounting
and reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts (collectively referred to as
derivatives), and for hedging activities. SFAS 133, SFAS 137 and SFAS 138 are
effective for fiscal years beginning after June 15, 2000. The Company currently
has no derivative instruments and, therefore, the adoption of SFAS 133, SFAS 137
and SFAS 138 did not have a material impact on its financial statements.

     In July 2001, the FASB issued Statement of Financial Accounting Standards
No. 141 ("SFAS 141"), "Business Combinations." SFAS 141 requires the purchase
method of accounting for business combinations initiated after June 30, 2001 and
eliminates the pooling-of-interests method. The Company did not enter into any
business combinations after June 30, 2001; therefore, the adoption of SFAS 141
did not have a significant impact on its financial statements.

     In July 2001, the FASB issued Statement of Financial Accounting Standards
No. 142 ("SFAS 142"), "Goodwill and Other Intangible Assets." SFAS 142 requires,
among other things, the discontinuance of goodwill amortization and the testing
for impairment of goodwill at least annually. The Company currently does not
carry goodwill in its financial statements and, therefore, the adoption of SFAS
142 did not have a material impact on its financial statements.

     On October 3, 2001, the FASB issued Statement of Financial Accounting
Standards No. 144 ("SFAS 144"), "Accounting for the Impairment or Disposal of
Long-Lived Assets." SFAS 144 supercedes Statement of Financial Accounting
Standards No. 121 ("SFAS 121"), "Accounting for the Impairment of

                                        5
<PAGE>
                          REPEATER TECHNOLOGIES, INC.

      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Long-Lived Assets and for Long-Lived Assets to Be Disposed Of." SFAS 144 applies
to all long-lived assets (including discontinued operations) and consequently
amends Accounting Principles Board opinion No. 30, "Reporting Results of
Operations Reporting the Effects of Disposal of a Segment of a Business." SFAS
144 develops one accounting model for long-lived assets that are to be disposed
of by sale. SFAS 144 requires that long-lived assets that are to be disposed of
by sale be measured at the lower of net book value or fair value less cost to
sell. Additionally, SFAS 144 expands the scope of discontinued operations to
include all components of an entity with operations that (i) can be
distinguished from the rest of the entity and (ii) will be eliminated from the
ongoing operations of the entity in a disposal transaction. SFAS 144 is
effective for financial statements issued for fiscal years beginning after
December 15, 2001. The Company does not expect the adoption of SFAS 144 to have
a significant impact on its financial statements.

CONCENTRATION OF CREDIT RISK

     The Company's cash and cash equivalents are maintained at major US
financial institutions. Deposits in these institutions may exceed the amount of
insurance provided for such deposits.

     The Company's customers are providers of wireless communications services.
The Company performs periodic credit evaluations of these customers and
generally does not require collateral for its domestic customers. For certain
international customers, the Company usually requires letters of credit prior to
shipment. The Company maintains reserves for potential credit losses and such
losses have historically been within management's expectations.

     During the three months ended December 28, 2001, three customers accounted
for approximately 36%, 16% and 11% of net revenues. During the three months
ended December 29, 2000, two customers accounted for approximately 18% and 14%
of net revenues. As of December 28, 2001, two customers each accounted for
approximately 32% of total receivables. As of March 30, 2001, two customers
accounted for approximately 21% and 16% of total receivables.

NET LOSS PER COMMON SHARE

     Basic net loss per share is computed by dividing net loss available to
common stockholders by the weighted average number of vested common shares
outstanding for the period. Diluted net loss per share is computed giving effect
to all dilutive potential common shares, including options, warrants,
convertible subordinated debentures and convertible preferred stock. Options,
warrants, convertible subordinated debentures and convertible preferred stock
were not included in the computation of diluted net loss per share for the three
and nine months ended December 28, 2001 and December 29, 2000 because the effect
would be anti-dilutive. A reconciliation of the numerator and denominator used
in the calculation of historical basic and diluted net loss per share follows
(in thousands, except per share data):

<Table>
<Caption>
                                                 THREE MONTHS ENDED             NINE MONTHS ENDED
                                             ---------------------------   ---------------------------
                                             DECEMBER 28,   DECEMBER 29,   DECEMBER 28,   DECEMBER 29,
                                                 2001           2000           2001           2000
                                             ------------   ------------   ------------   ------------
<S>                                          <C>            <C>            <C>            <C>
Numerator:
Net loss...................................    $(4,609)       $(2,082)       $(14,466)      $(14,512)
                                               -------        -------        --------       --------
Denominator:
  Weighted average common shares
     outstanding...........................     23,865         23,202          23,596         13,749
  Weighted average unvested common shares
     subject to repurchase.................       (573)          (639)           (573)          (639)
                                               -------        -------        --------       --------
Denominator for basic and diluted
  calculation..............................     23,292         22,563          23,023         13,110
                                               =======        =======        ========       ========
Net loss per common share-basic and
  diluted..................................    $ (0.20)       $ (0.09)       $  (0.63)      $  (1.11)
                                               =======        =======        ========       ========
</Table>

                                        6
<PAGE>
                          REPEATER TECHNOLOGIES, INC.

      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     The following securities have not been included in the computation of
diluted net loss per share as they are anti-dilutive (in thousands):

<Table>
<Caption>
                                                              DECEMBER 28,   DECEMBER 29,
                                                                  2001           2000
                                                              ------------   ------------
<S>                                                           <C>            <C>
Options outstanding.........................................     4,063          5,613
Warrants outstanding........................................       250            250
Unvested common stock.......................................       573            639
                                                                 -----          -----
                                                                 4,886          6,502
                                                                 =====          =====
</Table>

BALANCE SHEET COMPONENTS (IN THOUSANDS):

     Inventories consisted of the following:

<Table>
<Caption>
                                                              DECEMBER 28,   MARCH 30,
                                                                  2001         2001
                                                              ------------   ---------
<S>                                                           <C>            <C>
Raw materials...............................................    $ 2,422       $ 2,471
Work in process.............................................      1,398            91
Finished goods..............................................      7,410         9,176
                                                                -------       -------
                                                                 11,230        11,738
Less: allowance.............................................     (3,623)       (3,778)
                                                                -------       -------
                                                                $ 7,607       $ 7,960
                                                                =======       =======
</Table>

DISPOSAL OF ASSETS

     In November 1999, in connection with the acquisition of substantially all
of the assets of The Gwydion Company, LLC ("Gwydion"), the Company issued
573,334 shares of common stock to the members of Gwydion. These shares were to
be held in an escrow account and subject to the Company's right of repurchase
for $1.00 in the aggregate until certain performance criteria were met. The
Company revalued these shares at the end of each reporting period until April
20, 2001, at which time the Company entered into an agreement to sell
substantially all of the assets of the Gwydion development project. Total
compensation expense recorded related to these shares was $579,000 in the
aggregate. The consideration received for the sale was approximately $969,000 in
cash. The Company recorded a gain on sale of approximately $357,000 in the three
months ended June 29, 2001 in relation to the sale of substantially all of the
assets of the Gwydion development project.

     In May 2001, the Company filed an escrow claim with Gwydion and the escrow
agent to assert the Company's right under the Gwydion acquisition agreement to
repurchase the 573,334 shares issued as consideration. Gwydion and its members
have disputed this claim and on September 17, 2001 filed direct and stockholder
derivative lawsuits against the Company and certain of its current and former
directors and officers claiming breach of contract, fraud, intentional and
negligent misrepresentation, and breach of fiduciary duty, and requesting
damages and attorney's fees. On January 10, 2002, the Company's challenge to the
stockholder derivative lawsuit was sustained without leave to amend and on
January 17, 2002, the court entered judgment in favor of the Company and against
Gwydion and its members. The direct suit for breach of contract and fraud
remains pending. While the Company believes that the plaintiffs' direct claims
are without merit and intends to vigorously defend itself against these
allegations, it cannot predict the ultimate outcome of the pending action.

     The sale of substantially all of the assets related to the Gwydion project
resulted in the Company's violation of a loan and security agreement covenant
that prohibits the Company from the sale of any assets

                                        7
<PAGE>
                          REPEATER TECHNOLOGIES, INC.

      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

over $25,000 that is outside of the ordinary course of business prior to its
obtaining written approval from the lender. As a result, the lender declared the
loan in default and amounts owing under this loan agreement (approximately $1.1
million at December 28, 2001) immediately due and payable. The Company received
a waiver for this covenant violation and subsequent default on October 30, 2001
and has agreed with the lender to repay the remaining balance of this loan by
March 2002 in equal monthly installments.

STOCKHOLDER RIGHTS PLAN

     On August 8, 2001, the Company's Board of Directors approved the adoption
of a Share Purchase Rights Plan. The description and terms of the Rights are set
forth in a Rights Agreement, dated as of August 9, 2001, entered into between
the Company and U.S. Stock Transfer Corporation, as rights agent, filed as an
exhibit to the Company's Form 10-Q for the quarter ended June 29, 2001. The
Rights have certain anti-takeover effects. The Rights will cause substantial
dilution to a person or group that attempts to acquire the Company on terms not
approved by the Company's Board of Directors.

CHINA ORDER

     On October 22, 2001, the Company announced that the delivery of products
against an order worth $11 million by the Company's distributor in China would
be extended for a significant length of time and will most likely be in volumes
substantially lower than originally anticipated. The Company shipped $565,000
and $380,000 worth of products against the $11 million order during the three
months ended September 28, 2001 and December 28, 2001, respectively; however,
the distributor's initial order from China Unicom, the end-user, was for less
than 10 percent of what the Company had anticipated. The management is expecting
that the order from the Company's distributor will ultimately be for
substantially less than $11 million and that the delivery schedule will extend
beyond March 29, 2002. The Company had placed a $5.6 million purchase order with
its contract manufacturer in relation to the order received from the Company's
distributor in China. The Company has subsequently cancelled a portion of this
order. During the three months ended December 28, 2001, the Company recorded a
$1.3 million cancellation penalty accrual in relation to the cancellation. At
December 28, 2001, the Company had $2.6 million of inventory on hand and on
order under this order. The Company is currently expecting to sell these units
to its distributor in China or to other customers. If the average sales price
for these units is lower than the Company's average unit cost or if management
estimates that a portion of these units to be excess to requirements, the
Company may need to record an inventory valuation allowance in subsequent
quarters.

COMMITMENTS

     The Company's contractual obligations at December 28, 2001 were as follows:

<Table>
<Caption>
                                                   PAYMENTS DUE BY PERIOD (IN THOUSANDS)
                                                --------------------------------------------
                                                LESS THAN 1
CONTRACTUAL OBLIGATIONS                            YEAR       1-3 YEARS   4-5 YEARS   TOTAL
-----------------------                         -----------   ---------   ---------   ------
<S>                                             <C>           <C>         <C>         <C>
Notes payable.................................    $1,066          --          --      $1,066
Capital-lease obligations.....................       221          --          --         221
Operating leases..............................       685        $495        $  1       1,181
Unconditional purchase obligations............     5,298          --          --       5,298
                                                  ------        ----        ----      ------
Total contractual obligations.................    $7,270        $495        $  1      $7,766
                                                  ======        ====        ====      ======
</Table>

                                        8
<PAGE>
                          REPEATER TECHNOLOGIES, INC.

      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

STOCK OPTION EXCHANGE

     In November 2001, the Company extended an offer to its eligible employees
and directors to cancel stock options with exercise prices greater than $0.30
per share and to grant replacement stock options with an exercise price equal to
the quoted market price of the Company's common stock at December 27, 2001, one
day before the expiration of the offer. On December 28, 2001, the Company
granted replacement options to purchase an aggregate of 3,143,628 shares of its
common stock at $0.29 per share to eligible employees and directors who accepted
the offer in a one-for-one exchange for such cancelled stock options. Each
replacement option will vest monthly over one year following the date of grant
and will expire 18 months after the date of grant. The Company will account for
all such replacement options, as well as eligible options to purchase an
aggregate of 69,770 shares of common stock which were not exchanged, under the
variable accounting method and will revalue these stock options at the end of
each reporting period until the options are exercised, forfeited, or expire
unexercised; the resulting charge will be recorded as compensation expense. The
higher the market value of the Company's common stock, the greater the
compensation expense will be.

                                        9
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

     You should read the following information in conjunction with the
historical financial information and notes thereto included in our Annual Report
on Form 10-K for the year ended March 30, 2001, which was filed with the
Securities and Exchange Commission on June 28, 2001. Unless otherwise indicated,
references to year ended or year ending, or three or nine months ended or three
or nine months ending, refer to our fiscal year or fiscal three or nine months,
respectively.

     This Form 10-Q contains forward-looking statements that relate to future
events or our future financial performance. In some cases, you can identify
forward-looking statements by terminology such as "may," "will," "should,"
"expects," "plans," "anticipates," "believes," "estimates," "predicts,"
"intends," "potential" or "continue" or the negative of such terms or other
comparable terminology. These statements are only predictions based on the
information available to us at the time this report was filed. Although we
believe that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity, performance
or achievements. Our actual results could differ materially from those
anticipated in these forward-looking statements.

OVERVIEW

     We develop, market and sell wireless network equipment primarily for
CDMA-based wireless communications networks. From our inception in 1983 through
our year ended March 31, 1996, we were primarily focused on providing microwave
frequency repeaters for long-distance telecommunications applications and
cellular repeaters for non-CDMA-based wireless communications applications.

     Beginning in our year ended March 31, 1997, we changed our strategic focus
and re-directed our resources to the development and marketing of repeaters for
wireless networks based on the CDMA digital standard. This wireless standard
offered us the opportunity to develop a new type of repeater, which we call our
Network Repeater, that, in conjunction with CDMA base stations, enables wireless
service providers to deploy or extend CDMA wireless networks in non-urban areas
at a significantly reduced cost. CDMA technology is not as widely deployed, and
the customer base for CDMA-based products is not as broad, as compared to other
digital standards. Our Network Repeaters, along with the associated network
management system, are designed specifically to operate as an integrated network
element within a CDMA wireless network, extending the coverage area of a CDMA
base station without compromising the quality of the wireless service. We have
licensed a portion of the technology for our CDMA-based repeaters from one of
our former executives through a license agreement entered into in May 1998. Our
ability to continue to deploy our existing products and to develop new products
incorporate this technology depends significantly upon this license. We shipped
our first Network Repeaters for CDMA wireless networks in May 1997. We have
introduced our new higher-powered dual-channel network repeater during the three
months ended December 28, 2001 and we expect to ship units during the three
months ending March 29, 2002.

     Since our inception, we have used stock option programs for employees as
compensation to attract strong business and technical talent. Stock-based
compensation consists of the difference between the deemed fair market value of
stock options and the exercise price of these grants. This difference is being
amortized on an accelerated basis over the vesting period of the grants,
generally four years. For the nine-month periods ended December 28, 2001 and
December 29, 2000, we recorded $74,000 and $2.3 million, respectively, of stock-
based compensation expense in connection with options granted to employees and
consultants.

     In November 2001, we extended an offer to our eligible employees and
directors to cancel stock options with exercise prices greater than $0.30 per
share and to grant replacement stock options with an exercise price equal to the
quoted market price of our common stock at December 27, 2001, one day before the
expiration of the offer. On December 28, 2001, we granted replacement options to
purchase an aggregate of 3,143,628 shares of our common stock at $0.29 per share
to eligible employees and directors who accepted the offer in a one-for-one
exchange for such cancelled stock options. Each replacement option will vest
monthly over one year following the date of grant and will expire 18 months
after the date of grant. We will account for all such replacement options, as
well as eligible options to purchase an aggregate of 69,770 shares of common
stock which were not exchanged, under the variable accounting method and will
revalue these stock options at the

                                        10
<PAGE>

end of each reporting period until the options are exercised, forfeited, or
expire unexercised; the resulting charge will be recorded as compensation
expense. The higher the market value of our common stock, the greater the
compensation expense will be.

     In November 1999, in connection with our acquisition of substantially all
of the assets of The Gwydion Company, LLC ("Gwydion"), we issued 573,334 shares
of our common stock to the members of Gwydion. These shares were to be held in
an escrow account and subject to our right of repurchase for $1.00 in the
aggregate until certain performance criteria were met. We revalued these shares
at the end of each reporting period until April 20, 2001, at which time we
entered into an agreement to sell substantially all of the assets of the Gwydion
development project. Total compensation expense recorded related to these shares
was $579,000 in the aggregate. The consideration received for the sale was
approximately $969,000 in cash. We recorded a gain on sale of approximately
$357,000 in the three months ended June 29, 2001 in relation to the sale of
substantially all of the assets of the Gwydion development project. In May 2001,
we filed an escrow claim with Gwydion and the escrow agent to assert our right
under the Gwydion acquisition agreement to repurchase the 573,334 shares issued
as consideration. Gwydion and its members have disputed this claim and on
September 17, 2001 filed direct and stockholder derivative lawsuits against us
and certain of our current and former directors and officers claiming breach of
contract, fraud, intentional and negligent misrepresentation, and breach of
fiduciary duty, and requesting damages and attorney's fees. On January 10, 2002,
our challenge to the stockholder derivative lawsuit was sustained without leave
to amend and on January 17, 2002, the court entered judgment in favor of us and
against Gwydion and its members. The direct suit for breach of contract and
fraud remains pending. While we believe that the plaintiffs' direct claims are
without merit and intend to vigorously defend ourselves against them, we cannot
predict the ultimate outcome of the pending action.

     On October 12, 2001, we implemented a workforce reduction of 28 employees.
The total cost incurred in relation to this workforce reduction was
approximately $128,000, which has been recorded as payroll expense during the
three months ended December 28, 2001. We will continue to adjust our sales,
marketing, engineering, service and support, manufacturing and administrative
expenses to reflect our anticipated business volume.

     On October 22, 2001, we announced that the delivery of products against an
order worth $11 million by our distributor in China would be extended for a
significant length of time and will most likely be in volumes substantially
lower than originally anticipated. We shipped $565,000 and $380,000 worth of
products against the $11 million order during the three months ended September
28, 2001 and December 28, 2001, respectively; however, our distributor's initial
order from China Unicom was for less than 10 percent of what we had anticipated.
We are expecting that the order from our distributor will ultimately be for
substantially less than $11 million and that the delivery schedule will extend
beyond March 29, 2002. We had placed a $5.6 million purchase order with our
contract manufacturer in relation to the order received from our distributor in
China. We have subsequently cancelled a portion of this order. During the three
months ended December 28, 2001, we recorded a $1.3 million cancellation penalty
accrual in relation to this order. At December 28, 2001, we had $2.6 million on
hand and on order under this purchase order. We are currently expecting to sell
the remaining units to our distributor in China or to other customers. If the
average sales price for these units is lower than our average unit cost or if we
estimate that a portion of these units to be excess of requirements, we may need
to record an inventory valuation allowance in subsequent quarters.

                                        11
<PAGE>

RESULTS OF OPERATIONS

     The following table sets forth our results of operations as a percentage of
net revenues for the periods indicated:

<Table>
<Caption>
                                                 THREE MONTHS ENDED             NINE MONTHS ENDED
                                             ---------------------------   ---------------------------
                                             DECEMBER 28,   DECEMBER 29,   DECEMBER 28,   DECEMBER 29,
                                                 2001           2000           2001           2000
                                             ------------   ------------   ------------   ------------
                                             (UNAUDITED)    (UNAUDITED)    (UNAUDITED)    (UNAUDITED)
<S>                                          <C>            <C>            <C>            <C>
Net revenues...............................      100.0%        100.0%          100.0%        100.0%
Cost of revenues...........................      133.4          82.1           112.2          76.5
                                                ------         -----          ------         -----
Gross margin...............................      (33.4)         17.9           (12.2)         23.5
                                                ------         -----          ------         -----
Operating expenses:
  Research and development.................       29.6          (7.2)           43.3          32.2
  Sales and marketing......................       39.2          32.7            45.1          36.9
  General and administrative...............       32.9          22.0            33.3          17.8
                                                ------         -----          ------         -----
          Total operating expenses.........      101.7          47.5           121.7          86.9
                                                ------         -----          ------         -----
Loss from operations.......................     (135.1)        (29.6)         (133.9)        (63.4)
Other income/(expense), net................       (6.3)         (0.6)            1.0         (12.5)
                                                ------         -----          ------         -----
Net loss...................................     (141.4)%       (30.2)%        (132.9)%       (75.9)%
                                                ======         =====          ======         =====
</Table>

     Net revenues.  Our net revenues are derived primarily from products based
on the CDMA standard, including our Network Repeaters. In addition, we sell
complementary equipment for these products, including battery back-up systems,
antennas and network management software. We also provide training, installation
supervision, design and implementation services to our customers on a
fee-for-service basis.

     Net revenues decreased $3.6 million, or 52.7%, from $6.9 million for the
three months ended December 29, 2000 to $3.3 million for the three months ended
December 28, 2001. This decrease was primarily due to decreased shipments of our
CDMA-based repeaters, which we believe is due to an overall slowdown in the U.S.
economy and reduced or deferred capital expenditures by our customers worldwide.
During the three months ended December 28, 2001, 84.6% of our net revenues were
derived from ten customers, with sales to three customers, Telepak Inc., Unefon,
and Beijing Telecom, comprising approximately 36.4%, 16.2%, and 10.9%,
respectively. During the three months ended December 29, 2000, 74.4% of our net
revenues were derived from ten customers, with sales to two customers, Ubiquitel
PCS and Northern PCS, comprising approximately 17.5% and 13.8%, respectively.
International sales accounted for 34.4% of net revenues during the three months
ended December 28, 2001, as compared to 21.8% during the three months ended
December 29, 2000.

     For the nine months ended December 28, 2001, net revenues decreased $8.2
million, or 43.0%, from the nine months ended December 29, 2000. This decrease
was primarily due to decreased shipments of our CDMA-based repeaters, which we
believe is due to an overall slowdown in the U.S. economy and reduced or
deferred capital expenditures by our customers worldwide. During the nine months
ended December 28, 2001, 76.6% of our net revenues were from ten customers, with
sales to three customers Telepak, Inc., Beijing Telecom and Unefon, comprising
19.1%, 14.3% and 10.5%, respectively. During the nine months ended December 29,
2000, 61.9% of our net revenues were from ten customers, with sales to one
customer, Comsyst Pty Limited, comprising approximately 10.1%. International
sales accounted for 35.1% of net revenues during the nine months ended December
28, 2001, compared to 33.7% during the nine months ended December 29, 2000.

     In the quarter ended December 29, 2000, we began to experience a slowdown
in the booking of orders from new and existing customers and certain customers
requested delays in shipment of existing orders. To date we have experienced
postponements of approximately $10 million in orders that were initially planned
to be shipped within the last 15 months. Our customers may further delay or
cancel these orders without any repercussion or penalty. We have been unable to
book new orders sufficient to offset the effects of these

                                        12
<PAGE>

postponements. While the reasons for these trends are uncertain, they may be
attributable to an overall slowdown in the economy and in the telecommunications
industry in particular, reduced or deferred capital expenditures by our
customers, or a difficulty by some customers in obtaining financing. These
trends have continued through December 28, 2001 and have adversely affected our
business, financial condition and results of operations, as indicated by the
reduction in our net revenues for the three and nine months ended December 28,
2001 as compared to the three and nine months ended December 29, 2000. If these
trends continue further or accelerate, our net revenues, business, financial
condition and results of operations would continue to be adversely affected.

     We have experienced downward pressure on selling prices of our
single-channel products as a result of our entering into volume sale agreements
with some customers and general competitive pressures. We expect that our
selling prices for these products will continue to decline for the foreseeable
future. If we cannot offset declines in selling prices by increasing our sales
volumes, realizing higher gross margins on our new products or reducing
manufacturing costs, our revenues or gross margins will decline. If we fail to
significantly increase our sales of Network Repeaters and the deployment of
RepeaterHybrid Networks or broaden our customer base, we may fail to generate
sufficient revenues to sustain our business.

     We believe that the introduction and sale of our new dual-channel network
repeater product should help generate customer interest and orders sufficient to
reverse this trend in declining orders and revenues.

     Cost of revenues and gross margin.  Our cost of revenues consists of the
costs of the various components used to assemble our products, third-party
charges to assemble and test the products, the overhead cost of the operations
department, inventory valuation allowance, the direct costs of network design
services we sell to our customers and the cost of providing customer service,
including warranty and repair charges. Our gross margin is affected by the level
of demand for our products and services, new product introductions by us and our
competitors, competitive pressures and the costs of the various components and
production services provided by our vendors. If we are unable to offset our
expected decline in selling prices with lower unit costs, our gross profits may
decline. Additionally, as part of volume and other sales agreements, we sell our
products at a reduced margin to certain customers. If sales to these customers
represent an increased portion of sales in any quarter, we may experience a
reduction in our gross margins. Warranty reserve, inventory valuation allowance
and similar charges also have a significant effect on gross margin in any one
particular quarter. These reserves and allowances are based on management's
reasonable estimates. If events and circumstances cause management to revise
these estimates and therefore increase these reserves and allowances, such
revision might have an adverse effect on our gross margins. For example, we
recorded a $1.3 million cancellation penalty accrual during the three months
ended December 28, 2001, which had an adverse effect on our gross margins,
results of operations and financial condition.

     Cost of revenues decreased $1.3 million, or 23.1%, from $5.7 million for
the three months ended December 29, 2000 to $4.4 million for the three months
ended December 28, 2001. The gross profit margin decreased 51.3 percentage
points from 17.9% for the three months ended December 29, 2000 to negative 33.4%
for the three months ended December 28, 2001. The majority of the 51.3
percentage point decrease in gross margin was due to increases in (i) other
costs of revenue of 40.7 percentage points because of the China order
cancellation penalty accrual of $1.3 million, (ii) payroll and other costs in
our manufacturing organization of 9.2 percentage points and (iii) direct
material costs of 1.4 percentage points because our average sales prices
decreased.

     Cost of revenues decreased $2.4 million, or 16.5%, from $14.6 million for
the nine months ended December 29, 2000 to $12.2 million for the nine months
ended December 28, 2001. The gross profit margin decreased 35.7 percentage
points from 23.5% for the nine months ended December 29, 2000 to negative 12.2%
for the nine months ended December 28, 2001. The majority of this 35.7
percentage point decrease in gross profit margin is due to increases in (i)
other costs of revenue of 22.6 percentage points due to the China order
cancellation penalty accrual of $1.3 million, (ii) customer service department
costs of 5.1 percentage points because our service revenues have increased,
(iii) payroll and other costs in our manufacturing organization of 5.2
percentage points and (iv) direct material costs of 2.8 percentage points
because our average sales prices decreased.

                                        13
<PAGE>

     Research and development.  Research and development expenses consist
primarily of expenses incurred in the design and development of our products and
our proprietary technology. Research and development expenses increased $1.5
million, or 295.1%, from negative $0.5 million for the three months ended
December 29, 2000 to $1.0 million for the three months ended December 28, 2001.
This increase was due to a credit balance in amortization of variable stock
based compensation at December 29, 2000, attributable to the acquisition of
Gwydion, of $3.0 million, offset by (i) a decrease in product development
expenses for in-building products of $0.7 million due to the termination of the
Gwydion development project, and (ii) an reduction in payroll related expenses,
contract labor and development material of $0.8 million.

     Research and development expenses decreased $1.4 million, or 23.5%, from
$6.1 million for the nine months ended December 29, 2000 to $4.7 million for the
nine months ended December 28, 2001. This decrease was due to the following
factors: (i) a decrease in product development expenses for in-building products
of $1.7 million due to the termination of the Gwydion development project, (ii)a
decrease in royalty expense of $0.2 million, (iii) a decrease in the
amortization of stock-based compensation of $0.6 million, and (iv) a decrease in
payroll related expenses of $0.2 million. These decreases were offset by an
increase of $0.3 million due to the increase in the number of outside
contractors we used for research and development activities, material purchased
of $0.2 million and a credit balance in amortization of variable stock based
compensation at December 29, 2000, attributable to the acquisition of Gwydion of
$0.8 million.

     Sales and marketing.  Sales and marketing expenses consist primarily of
salaries, commissions, consulting fees, trade show expenses, travel expenses,
advertising, direct marketing expenses and associated overhead expenses. Sales
and marketing expenses decreased $1.0 million, or 43.2%, from $2.3 million for
the three months ended December 29, 2000 to $1.3 million for the three months
ended December 28, 2001. This decrease was due to reduced sales commissions of
$0.1 million due to the decline in revenues, a decrease in travel and trade
show-related expenses of $0.4 million, a reduction in payroll costs and contract
labor of $0.4 million and a decrease in the amortization of stock-based
compensation of $0.1 million.

     Sales and marketing expenses decreased $2.1 million, or 30.4%, from $7.0
million for the nine months ended December 29, 2000 to $4.9 million for the nine
months ended December 28, 2001. This decrease was due to reduced sales
commissions of $0.4 million due to the decline in revenues, a decrease in travel
and trade show-related expenses of $0.8 million, a reduction in payroll costs of
$0.4 million, a decrease in the amortization of stock-based compensation of $0.3
million and a reduction in non-billable network design services of $0.2 million.

     General and administrative.  General and administrative expenses consist
primarily of expenses for finance, corporate management, general office
administration, insurance, amortization of stock-based compensation, and legal,
accounting and other professional fees. General and administrative expenses
decreased $0.4 million, or 29.1%, from $1.5 million for the three months ended
December 29, 2000 to $1.1 million for the three months ended December 28, 2001.
This decrease was attributable to a decrease in professional fees and contract
labor costs of $0.1 million, and a reduction in amortization of stock-based
compensation of $0.3 million.

     General and administrative expenses increased $0.2 million, or 6.7%, from
$3.4 million for the nine months ended December 29, 2000 to $3.6 million for the
nine months ended December 28, 2001. This increase was attributable to an
increase in insurance premiums of $0.2 million, and an increase in payroll-
related costs of $0.5 million due to increased headcount, offset by a reduction
in amortization of stock-based compensation of $0.5 million.

     Other income (expense).  Other income and (expense), net consists primarily
of interest income earned on balances held in our interest-bearing accounts,
offset by interest expense on our convertible subordinated debentures and
promissory notes. Other income was $3,000 and $0.2 million for the three months
ended December 28, 2001 and December 29, 2000, respectively. The decrease in
other income was due to decreased interest income from our interest-bearing
accounts. Other expense was $0.2 million for the three months ended December 29,
2000 and December 28, 2001.

                                        14
<PAGE>

     For the nine months ended December 28, 2001, other income was $0.6 million,
compared to $0.4 million for the nine-months ended December 29, 2000. The
increase in other income was primarily due to the sale of the Gwydion
development project of $0.4 million, offset by increased interest expense. Other
expense decreased $2.2 million from $2.8 million for the nine months ended
December 29, 2000 to $0.5 million for the nine months ended December 28, 2001
primarily due to the beneficial conversion feature of $1.1 million associated
with the Series EE convertible subordinated debentures, fair value of $0.5
million of the warrants issued in connection with the Series EE convertible
subordinated debentures and $0.5 million in interest expense in relation to our
term debt.

LIQUIDITY AND CAPITAL RESOURCES

     At December 28, 2001, we had $9.2 million in cash and cash equivalents, as
compared to $26.1 million at March 30, 2001. Cash used in operating activities
for the nine months ended December 28, 2001 was $15.3 million, as compared to
$13.0 million for the nine months ended December 29, 2000. The significant use
of cash in operating activities during the nine months ended December 28, 2001
resulted from our net losses of $14.5 million, an increase in inventories of
$1.0 million offset by reserve usage of $1.0 million, a decrease in accounts
payable, accrued compensation and other accrued liabilities of $1.7 million, a
decrease in deferred revenue of $0.9 million, offset by non-cash depreciation
and amortization expenses of $1.5 million, inventory valuation allowance of $0.9
million, a decrease in accounts receivable of $0.9 million, and non-cash
expenses of $0.1 million for amortization of stock-based compensation. Cash used
in operating activities for the December 2001, September 2001 and June 2001
quarters were $3.5 million, $5.1 and $6.7 million, respectively. Management is
continuing to strive to reduce cash used in operating activities by reduction in
inventory levels, continuing to maintain daily sales outstanding of 53 days (45
days excluding the receivables that are supported by an irrevocable 90 day
letter of credit) and reducing expenses where appropriate.

     Cash provided by investing activities for the nine months ended December
28, 2001 was $0.3 million, as compared to cash used in investing activities of
$2.6 million for the nine months ended December 29, 2000. Capital expenditures
of $0.3 million were primarily investments in computerized test equipment to
test our products and additional computer equipment to support our business. We
received proceeds of $1.0 million attributable to the sale of substantially all
of the assets related to the Gwydion development project.

     Net cash used in financing activities was $1.9 million for the nine months
ended December 28, 2001, as compared to net cash provided by financing
activities of $47.0 million for the nine months ended December 29, 2000. For the
nine months ended December 28, 2001, $0.2 million was attributable to the
exercise of stock options, offset by payments against long-term liabilities of
$2.1 million.

     The sale of substantially all of the assets related to the Gwydion project
resulted in our violation of a loan and security agreement covenant that
prohibits us from the sale of any assets over $25,000 that is outside of the
ordinary course of business prior to our obtaining written approval from the
lender. As a result, the lender declared the loan in default and amounts owing
under this loan agreement (approximately $1.1 million at December 28, 2001)
immediately due and payable. We received a waiver for this covenant violation
and subsequent default on October 30, 2001 and have agreed with the lender to
repay the remaining balance of this loan by March 2002 in equal monthly
installments.

     Our contractual obligations at December 28, 2001 were as follows:

<Table>
<Caption>
                                                           PAYMENTS DUE BY PERIOD (IN THOUSANDS)
                                                       ---------------------------------------------
                                                       LESS THAN 1
CONTRACTUAL OBLIGATIONS                                   YEAR       1-3 YEARS   4-5 YEARS    TOTAL
-----------------------                                -----------   ---------   ----------   ------
<S>                                                    <C>           <C>         <C>          <C>
Notes payable........................................    $1,066          --          --       $1,066
Capital-lease obligations............................       221          --          --          221
Operating leases.....................................       685        $495          $1        1,181
Unconditional purchase obligations...................     5,298          --          --        5,298
                                                         ------        ----          --       ------
Total contractual obligations........................    $7,270        $495          $1       $7,766
                                                         ======        ====          ==       ======
</Table>

                                        15
<PAGE>

     We incurred a net loss of $14.5 million for the nine months ended December
28, 2001, and a net loss of $23.6 million for the year ended March 30, 2001.
Cash used in operating activities for the nine months ended December 28, 2001
was $15.3 million, as compared to $21.3 million for the year ended March 30,
2001. Although we have been successful in reducing our cash usage rate gradually
during the three consecutive quarters in the nine months ended December 28,
2001, we have been unable to increase our revenues. In an effort to sustain our
business, we have reduced our workforce by 34% in October 2001, from which
reduction we will fully realize benefits in the quarter ending March 29, 2002,
we have ceased purchases for our single-channel products except for the
remaining units on order related to China, we have implemented a sales promotion
for our single-channel products to reduce our inventory and we have introduced
our new dual-channel product which we expect to ship during the quarter ending
March 29, 2002. If these efforts prove to be insufficient, we may be forced to
reduce our expenditures further by reducing our purchase commitments, reducing
capital expenditures, and reducing other discretionary expenditures.

     We have had and expect to continue to have negative cashflows from
operations through March 2003. We believe that our available cash reserves will
be sufficient to fund operations and to meet our working capital needs and
anticipated capital expenditures through December 2002. However, our failure to
increase the sales volume of our network repeaters, realize higher margins on
our new products or further reduce our expenditures could have a material
adverse effect on our ability to continue as a going concern and to achieve our
intended business objectives. We may need additional financing to sustain our
business and/or fund our operating losses.

     If we raise additional funds through the issuance of equity securities, the
percentage ownership of our stockholders will be reduced, stockholders may
experience additional dilution, or such equity securities may have rights,
preferences or privileges senior to those of the holders of our common stock. If
we raise additional funds through the issuance of debt securities, those
securities would have rights, preferences and privileges senior to those of
holders of our common stock, and the terms of these debt securities could impose
restrictions on our operations. Additional financing may not be available when
needed, on favorable terms, or at all.

RECENT ACCOUNTING PRONOUNCEMENTS

     In June 1998, the FASB issued SFAS 133, "Accounting for Derivative
Instruments and Hedging Activities." In June 1999, the FASB issued SFAS 137,
"Accounting for Derivative Instruments and Hedging Activities -- Deferral of
Effective Date of FASB Statement No. 133." SFAS 133, as amended by SFAS 137, is
effective for all fiscal quarters of all fiscal years beginning after June 15,
2000, with earlier application encouraged. In June 2000, the FASB issued SFAS
138, "Accounting for Certain Derivative Instruments and Hedging Activities -- an
amendment of FASB Statement No. 133." SFAS 133, SFAS 137 and SFAS 138 establish
accounting and reporting standards for derivative instruments, including certain
derivative instruments embedded in other contracts (collectively referred to as
derivatives), and for hedging activities. SFAS 133, SFAS 137 and SFAS 138 are
effective for fiscal years beginning after June 15, 2000. We currently have no
derivative instruments and, therefore, the adoption of SFAS 133, SFAS 137 and
SFAS 138 has not had a material impact on our financial statements.

     In July 2001, the FASB issued SFAS 141, "Business Combinations." SFAS 141
requires the purchase method of accounting for business combinations initiated
after June 30, 2001 and eliminates the pooling-of-interests method. We did not
enter into any business combinations after June 30, 2001; therefore, the
adoption of SFAS 141 has not had a significant impact on our financial
statements.

     In July 2001, the FASB issued SFAS 142, "Goodwill and Other Intangible
Assets." SFAS 142 requires, among other things, the discontinuance of goodwill
amortization and the testing for impairment of goodwill at least annually. We
currently do not carry goodwill in our financial statements; therefore, the
adoption of SFAS 142 has not had a material impact on our financial statements.

     On October 3, 2001, the FASB issued SFAS 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets." SFAS 144 supercedes SFAS 121,
"Accounting for the Impairment of Long-Lived Assets and

                                        16
<PAGE>

for Long-Lived Assets to Be Disposed Of." SFAS 144 applies to all long-lived
assets (including discontinued operations) and consequently amends Accounting
Principles Board opinion No. 30, "Reporting Results of Operations Reporting the
Effects of Disposal of a Segment of a Business." SFAS 144 develops one
accounting model for long-lived assets that are to be disposed of by sale. SFAS
144 requires that long-lived assets that are to be disposed of by sale be
measured at the lower of net book value or fair value less cost to sell.
Additionally, SFAS 144 expands the scope of discontinued operations to include
all components of an entity with operations that (i) can be distinguished from
the rest of the entity and (ii) will be eliminated from the ongoing operations
of the entity in a disposal transaction. SFAS 144 is effective for financial
statements issued for fiscal years beginning after December 15, 2001. We do not
expect the adoption of SFAS 144 to have a significant impact on our financial
statements.

RISKS THAT COULD AFFECT FUTURE RESULTS

     The factors discussed below are cautionary statements that identify
important factors that could cause actual results to differ materially from
those anticipated in the forward-looking statements in this report.

 WE HAVE INCURRED SIGNIFICANT LOSSES SINCE WE BEGAN DOING BUSINESS, ANTICIPATE
 CONTINUING LOSSES, AND MAY NEVER ACHIEVE OR SUSTAIN PROFITABILITY.

     We have accumulated losses of $94.0 million since we began doing business
in 1983 through December 28, 2001, and we may never achieve or sustain
profitability. We incurred a net loss of $14.5 million for the nine months ended
December 28, 2001, and a net loss of $23.6 million for the year ended March 30,
2001. We will continue to incur significant expenses, particularly research and
product development and sales and marketing expenses. We anticipate incurring
net losses at least through the fiscal year ending March 28, 2003. We will need
to generate significantly higher revenues to achieve profitability and recoup
our accumulated losses. We cannot be certain that we will realize sufficient
revenues to sustain our business.

 WE HAVE DEPLOYED A LIMITED NUMBER OF REPEATERHYBRID NETWORKS AND WE MAY NOT BE
 ABLE TO GAIN BROAD MARKET ACCEPTANCE OF THE REPEATERHYBRID NETWORK CONCEPT.

     Our RepeaterHybrid Networks have yet to gain widespread industry acceptance
and we have deployed them with only a limited number of wireless service
providers. If we fail to significantly increase the deployment and market
acceptance of our products and RepeaterHybrid Networks as replacements for
traditional networks using only base stations, we may fail to generate
sufficient revenues to sustain our business.

 OUR QUARTERLY REVENUES AND OPERATING RESULTS MAY FLUCTUATE SIGNIFICANTLY.

     Our quarterly operating results have fluctuated significantly in the past
and are likely to do so in the future. Factors that could cause our quarterly
results to fluctuate include, but are not limited to:

     - any delay in our introduction of new products or product enhancements,
       particularly our new products for use in 3G networks;

     - the concentration of customer orders at the end of a quarter which can
       result in products shipping in the following quarter due to capacity
       constraints faced by our contract manufacturer;

     - the reduction in the selling price of our products due to competitive
       pressures from base station manufacturers and the introduction of other
       competing repeater products;

     - customer responses to announcements of new products and product
       enhancements by competitors and the entry of new competitors into our
       markets; and

     - general economic conditions and, in particular, conditions within our
       industry that affect demand for our products.

     If our operating results do not meet the expectations of securities
analysts and investors, our stock price is likely to decline.

                                        17
<PAGE>

     In the quarter ended December 29, 2000 we began to experience a slowdown in
the booking of orders from new and existing customers and certain customers
requested delays in shipment of existing orders. Our customers may further delay
or cancel these orders without any repercussion or penalty. To date we have
experienced postponements of approximately $10 million in orders that were
initially planned to be shipped within the last 15 months. While the reasons for
these trends are uncertain, they may be attributable to an overall slowdown in
the economy, particularly in the telecommunications industry, reduced or
deferred capital expenditures by our customers or difficulty by some customers
in obtaining financing. These trends have continued through December 28, 2001
and have adversely affected our net revenues, business, financial condition and
results of operations, as indicated by the reduction in our net revenues for the
three and nine months ended December 28, 2001 as compared to the three and nine
months ended December 29, 2000. If these trends continue further or accelerate,
our net revenues, business, financial condition and results of operations would
continue to be adversely affected.

  WE MAY REQUIRE ADDITIONAL CAPITAL IN THE FUTURE WHICH MAY NOT BE AVAILABLE TO
  US.

     We incurred a net loss of $14.5 million for the nine months ended December
28, 2001, and a net loss of $23.6 million for the year ended March 30, 2001.
Cash used in operating activities for the nine months ended December 28, 2001
was $15.3 million, as compared to $21.3 million for the year ended March 30,
2001. Although we have been successful in reducing our cash burn rate gradually
during the three consecutive quarters in the nine months ended December 28,
2001, we have been unable to increase our revenues. In an effort to sustain our
business, we have reduced our workforce by 34% in October 2001, we have ceased
purchases for our single-channel products, we have implemented a sales promotion
for our single-channel products to reduce our inventory and we have introduced
our new dual-channel product which we expect to ship during the quarter ending
March 29, 2002. We plan to increase the sales volume of our network repeaters
and realize higher margins on our new dual-channel products. If these efforts
prove to be insufficient, we may be forced to reduce our expenditures further by
reducing our purchase commitments, reducing capital expenditures, and reducing
other discretionary expenditures.

     We may need to raise additional funds through public or private debt or
equity financing. Adequate funds may not be available when needed or may not be
available on favorable terms. If we raise additional funds by issuing equity
securities, dilution to existing stockholders may result. If funding is
insufficient at any time in the future, we may be unable to develop or enhance
our products or services, take advantage of business opportunities or respond to
competitive pressures, any of which could harm our business.

  OUR LENGTHY AND VARIABLE SALES CYCLE MAKES IT DIFFICULT FOR US TO PREDICT IF
  AND WHEN A SALE WILL BE MADE AND COULD LEAD TO OPERATING DIFFICULTIES AND CASH
  FLOW PROBLEMS.

     Our sales cycle, which is the period from the generation of a sales lead
until the recognition of revenues, ranges from nine to 24 months, making it
difficult to forecast revenues and operating results. Our inability to
accurately predict the timing and magnitude of sales of our products and
services could cause a number of problems including, but not limited to:

     - difficulties in meeting our customers' product delivery requirements in
       the event many orders are received in a short period of time;

     - expending significant management efforts and incurring substantial sales
       and marketing expenses in a particular period that do not translate into
       orders during that period, or at all; and

     - difficulties in meeting our cash flow requirements and obtaining credit
       because of delays in receiving orders.

     The problems resulting from our lengthy and variable sales cycle could
impede our growth, cause fluctuations in our operating results and restrict our
ability to take advantage of new opportunities.

                                        18
<PAGE>

  CERTAIN EXISTING CONTRACTS MAY NOT RESULT IN REVENUES AS LARGE AS PREVIOUSLY
  DISCLOSED.

     In the past, we publicly announced the signing of certain purchase
contracts and orders with three customers with announced estimated aggregate
values through November 2002 of approximately $50 million, $15 million, and $3
million, respectively. However, these agreements have no required minimum
purchase amounts and can be terminated without penalty. Accordingly, any
estimates of total value of these agreements are speculative. Furthermore, we
may never achieve the expected values or sales volume publicly disclosed. While
we continue to internally estimate specific customer sales volumes for business
planning purposes, none of our prior publicly disclosed estimates should be
regarded as purchase commitments or indicative of our current estimates or
expectations. To date, we have only recognized revenues of $10.9 million, $3.4
million and $1.1 million, respectively, for these three customers under these
agreements.

     In addition, on September 6, 2001, we announced an $11 million order from
Capitel Group, Ltd. of Beijing for China Unicom. On October 22, 2001, we
announced that the delivery of products against this order would be extended for
a significant length of time and will most likely be in volumes substantially
lower than originally anticipated. See the section entitled "China order" in the
Notes to Condensed Consolidated Financial Statements.

  A SMALL NUMBER OF CUSTOMERS ACCOUNT FOR A SUBSTANTIAL PORTION OF OUR REVENUES
  AND THE LOSS OF ANY OF THESE CUSTOMERS COULD HARM OUR BUSINESS.

     Our customer base has been and may continue to be concentrated with a small
number of customers. The loss of any of these customers, or the delay, reduction
or cancellation of orders by or shipments to any of these customers could hurt
our results and cause a decline in our stock price. In the three months ended
December 28, 2001, 84.6% of our net revenues were derived from ten customers,
with sales to three customers, Telepak Inc., Unefon and Beijing Telecom,
comprising approximately 36.4%, 16.2% and 10.9%, respectively. In the nine
months ended December 28, 2001, 76.6% of our net revenues were from ten
customers, with sales to three customers Telepak Inc., Beijing Telecom and
Unefon, comprising 19.1%, 14.3% and 10.5%, respectively.

     When our products have been fully deployed in a customer's network or a
customer's demands are otherwise satisfied, we must replace that customer's
sales with those of new customers in order to maintain our sales volume.

     We do not have any long-term contracts with any of our customers. Our
contracts generally do not contain minimum purchase requirements and are
terminable at any time without penalty. We expect to continue to depend on a
small number of customers for a substantial portion of our revenues.

     In addition, we face increased credit risks, including slow payments or
non-payments, due to the concentration of our customer base.

  IF WE ARE UNABLE TO OBTAIN OR MAINTAIN VENDOR QUALIFICATION WITH NATIONWIDE
  WIRELESS NETWORK OPERATORS, OUR ABILITY TO SELL OUR PRODUCTS WOULD BE IMPAIRED
  AND OUR REVENUES WOULD LIKELY DECLINE.

     Many of our current and potential customers are large major network
operators or affiliates of nationwide wireless network operators. In order to
sell our products to these affiliates, our products must be authorized for
purchase by the network operator. This authorization process is both costly and
lengthy. If we do not maintain our status as a qualified vendor or supplier, we
will be unable to sell our products to these network operators and their
affiliates, and our revenues will likely decline.

  COMPETITION FROM LARGER, MORE ESTABLISHED COMPANIES WITH GREATER RESOURCES
  COULD LEAD TO PRICE REDUCTIONS, LOSS OF REVENUES AND MARKET SHARE AND COULD
  PREVENT US FROM ACHIEVING PROFITABILITY.

     The market for base stations, repeaters and related products is highly
competitive. We compete with large infrastructure manufacturers, systems
integrators, repeater manufacturers and base station subsystem suppliers, as
well as new market entrants. Most of our current and potential competitors have
longer operating histories, larger installed customer bases, substantially
greater name recognition and more financial, technical,

                                        19
<PAGE>

manufacturing, marketing, sales, distribution and other resources than we do. We
may not be able to compete successfully against current and future competitors,
including companies that develop and market new wireless telecommunications
products and services.

     We have experienced downward pressure on selling prices of our
single-channel products as a result of our entering into volume sale agreements
with some customers and general competitive pressures as discussed above. We
expect that our selling prices for these products will continue to decline for
the foreseeable future. If we cannot offset declines in selling prices by
increasing our sales volumes, realizing higher gross margins on our new products
or reducing manufacturing costs, our revenues or gross margins will decline.
These competitive pressures may also result in longer sales cycles and loss of
customers. If we fail to significantly increase our sales of Network Repeaters
and the deployment of RepeaterHybrid Networks or to broaden our customer base,
we may fail to generate sufficient revenues to sustain our business.

 A SIGNIFICANT DECREASE IN THE COST OF BASE STATIONS AND THEIR COMMUNICATION
 LINKS WOULD DIMINISH ONE OF OUR COMPETITIVE ADVANTAGES.

     Unlike our repeater products, current base stations typically require an
expensive communications link, usually through a high capacity digital telephone
connection, to the network. In addition, base stations themselves are typically
larger and more expensive than repeaters. A decrease in the cost of base
stations and the communication links used to connect base stations to the local
telephone network, especially in less populated areas, will diminish a cost
saving that our customers experience from using our products. If the cost of
base stations and their communication links decline, demand for our products may
decrease and we may have to lower our product prices or experience a decline in
orders. Either one of these results could cause decreased revenues and margins.

  OUR DEPENDENCE ON A CONTRACT MANUFACTURER FOR MOST OF OUR PRODUCTS MAY
  DIMINISH OUR ABILITY TO CONTROL THE QUALITY AND TIMING OF DELIVERY OF OUR
  PRODUCTS.

     We utilize a third-party contract manufacturer to manufacture of our
products. There are risks associated with our dependence on a contract
manufacturer, including the contract manufacturer's control of capacity
allocation, labor relations, production quality and other aspects of the
manufacturing process. If our contract manufacturer encounters any of these
problems, our manufacturing processes will be adversely affected and we may lose
customers.

     We do not have long-term supply contracts with our contract manufacturer,
and they are not obligated to supply us with products for any specific period,
in any specific quantity or at any specific price, except as may be provided in
a particular purchase order. If we are unable to obtain our products from our
contract manufacturer on schedule, revenues from the sale of those products may
be delayed or lost, and our reputation, relationships with customers and our
business could be harmed. In addition, if our production volumes are too low to
maintain existing contracts with our contract manufacturer, we could incur
significant expenses and experience substantial disruption to our business.

  OUR CONTRACT MANUFACTURER'S RELIANCE ON A LIMITED NUMBER OF COMPONENT
  SUPPLIERS COULD LEAD TO DELAYS, ADDITIONAL COSTS, PROBLEMS WITH OUR CUSTOMERS
  AND POTENTIAL CUSTOMERS AND LOSS OF REVENUES.

     Our contract manufacturer currently utilizes one or a small number of
suppliers for each of the components of our products. In particular, there are
currently only a few suppliers of high-power amplifiers, a critical component
for a Network Repeater that meets our quality standards. Our contract
manufacturer has no long-term contracts or arrangements with the suppliers of
components for our products that guarantee the availability of these components.
If for any reason a supplier fails to meet quality or quantity requirements, or
stops selling components at commercially reasonable prices, or if a competitor
enters into an exclusive relationship with one of our suppliers, we could
experience significant production delays or cost increases.

     From time to time, our contract manufacturer may be required to replace
some of the components of our products when the supplier of a particular
component discontinues production. While we do not generally maintain an
inventory of components, we may purchase a quantity of these discontinued
components to supply

                                        20
<PAGE>

to our contract manufacturer until new suppliers or substitute components can be
found. We face the risk that we may deplete this inventory of discontinued
components before finding adequate substitutes, which could cause the loss of
significant sales opportunities. Alternatively, we may be left with surplus
quantities of these components, which could cause us to incur charges for excess
inventory. Although we believe that we can obtain alternative sources of
components, we cannot guarantee that such sources can be secured on short notice
or that components will be available from alternative sources on satisfactory
terms. Any of these problems could damage relationships with current or
prospective customers, seriously harm our operating results and revenues in a
given period and impair our ability to generate future sales.

  DUE TO UNCERTAINTIES IN PRODUCTION FORECASTING, WE MAY EXPERIENCE UNEXPECTED
  SURPLUSES OR SHORTAGES OF INVENTORY.

     Our contract with our manufacturer requires us to provide a rolling
six-month forecast for production each month. The forecast for the first two
months of the six-month forecast are considered firm purchase orders. If we fail
to accurately predict our customers' demand for our products, we may be subject
to shortages of certain products and surpluses of other products. If we fail to
have an adequate supply of inventory for our products, we may be subject to
cancellation of orders from our customers for these products. In addition, if we
have a surplus of certain products, we may incur charges for excess or obsolete
inventory. For example, in fiscal 2001, our cost of revenue included $2.4
million related to inventory valuation allowance for excess and obsolete
inventory. In addition, we recorded a $1.3 million cancellation penalty accrual
in the three months ended December 28, 2001 in cost of revenues.

     Some of the components of our products may have long lead times from the
date a purchase order is placed with the supplier to the date the components are
delivered to our contract manufacturer. In order to ensure an adequate supply of
these components, we may be required to purchase the components ourselves and
then resell them to our contract manufacturer to meet our forecasted
requirements. If we fail to accurately predict the demand for these components,
we may face shortages and potentially lose sales, or alternatively incur charges
for excess or obsolete inventory.

  OUR INABILITY TO PROVIDE LONG-TERM EQUIPMENT FINANCING FOR OUR CUSTOMERS IS A
  COMPETITIVE DISADVANTAGE AND COULD RESULT IN A LOSS OF SALES.

     Many of our current and potential customers require equipment financing to
purchase our products. We do not offer long-term equipment financing to our
customers. If we cannot assist in arranging long-term equipment financing for
our customers, we may lose sales and customers to competitors that provide such
financing. Additionally, if we decide to provide our customers with long-term
equipment financing in the future, we could face credit risks, including slow
payments or non-payments from customers.

  WE HAVE SIGNIFICANT SALES EFFORTS IN INTERNATIONAL MARKETS, WHICH WILL SUBJECT
  US TO ADDITIONAL BUSINESS RISKS.

     A significant portion of our sales efforts has been targeted to
international service providers in Australia, Canada, Mexico, South America and
Asia. Conducting business in these areas subjects us to a number of risks and
uncertainties, including:

     - inadequate protection of intellectual property in foreign countries;

     - increased difficulty in collecting accounts;

     - delays and expenses associated with tariffs and other trade barriers;

     - difficulties and costs associated with complying with a wide variety of
       complex foreign laws and treaties;

     - currency fluctuations, including a decrease in the value of foreign
       currencies relative to the U.S. dollar which could make our products less
       competitive against those of foreign competitors; and

     - political and economic instability.

                                        21
<PAGE>

     Any of the factors described above could impair our ability to continue
expanding into international markets and could prevent us from increasing our
revenues and achieving profitability. We may establish contract manufacturing
operations in other countries which could further subject us to the risks
described above, particularly the difficulty of protecting intellectual property
rights.

  WE HAVE DEVELOPED A PRODUCT LINE PRIMARILY BASED ON THE CDMA STANDARD AND WE
  MAY NOT SUCCEED IF CDMA IS NOT WIDELY ACCEPTED.

     We have concentrated our efforts on the development and sale of products
specific to CDMA technology. CDMA is the newest wireless communications
technology standard and has yet to achieve the market penetration of other more
established digital standards, including TDMA and GSM. There are currently a
limited number of wireless service providers utilizing CDMA-based equipment.
These service providers are concentrated in North America, South America and
Asia. If CDMA technology is not widely accepted by wireless service providers,
the demand for our products will not be as large as we are anticipating. A
decline in demand for our current products could have a significant negative
impact on our results of operations. In addition, a decline in demand may
require us to develop new products compatible with other wireless technology
standards, which would cause us to experience significant production delays and
cost increases with no assurance of new product acceptance.

  BECAUSE OUR PRODUCTS ARE DEPLOYED IN COMPLEX NETWORKS, THEY MAY HAVE ERRORS OR
  DEFECTS THAT WE FIND ONLY AFTER DEPLOYMENT, WHICH IF NOT REMEDIED, COULD HARM
  OUR BUSINESS.

     Our products are highly complex, designed to be deployed in complicated
networks and may contain undetected defects, errors or failures. Although our
products are tested during manufacturing prior to deployment, they can only be
fully tested when deployed in commercial networks. Consequently, our customers
may discover errors after the products have been deployed. The occurrence of any
defects, errors or failures could result in installation delays, product
returns, diversion of our resources, increased service and warranty costs, legal
actions by our customers, increased insurance costs and other losses to us or to
our customers or end users. For example, in fiscal 2001, the Company's cost of
sales included $1.9 million related to warranty expense due to defects
discovered in our products after installation and operation in our customers'
networks. Any of these occurrences could also result in the loss of or delay in
market acceptance of our products, which would harm our business and adversely
affect our operating results and financial condition.

  WE ARE DEPENDENT ON LICENSED TECHNOLOGY FOR OUR PRODUCTS.

     The receive diversity technology contained in our products is licensed from
one of our former executive officers. We have held this perpetual license since
May 1998. The license agreement requires the timely payment of royalties in the
form of cash and shares of our common stock. These royalty payments are non-
refundable. Failure to honor the terms of the license agreement could adversely
affect our business. Our ability to continue to deploy our existing products and
to develop new products incorporating this technology depends significantly upon
this license.

  IF WE ARE UNABLE TO PROTECT AND ENFORCE OUR INTELLECTUAL PROPERTY RIGHTS, WE
  MAY BE UNABLE TO COMPETE EFFECTIVELY.

     We regard substantial elements of our products, such as receive diversity
technology, component design specifications, network management software and
network component optimization techniques, as proprietary and attempt to protect
them by relying on patent, trademark, service mark, copyright and trade secret
laws. We also rely on confidentiality procedures and contractual provisions with
our employees, consultants, vendors and licensees to protect our intellectual
property. Despite these efforts, we may be unable to prevent third parties from
infringing upon or misappropriating our intellectual property, which could harm
our business.

     As of December 28, 2001, we had four patents granted and four patent
applications pending. We have held these patents since November 1988, July 1990,
February 1993 and September 2000, respectively. It is possible that no patents
will be issued from these pending applications or from future patent
applications.

                                        22
<PAGE>

Moreover, our currently issued patents and any patents issued in the future may
not provide us with any competitive advantages over, or may be challenged by,
third parties.

     Effective patent, trademark, service mark, copyright and trade secret
protection may not be available in some countries in which our products are
distributed, particularly countries within South America and Asia. Furthermore,
our competitors may independently develop similar technologies that limit the
value of our intellectual property or design around patents issued to us.

  BECAUSE LEGAL STANDARDS RELATING TO THE PROTECTION OF INTELLECTUAL PROPERTY
  RIGHTS RELATED TO THE TELECOMMUNICATIONS INDUSTRY ARE UNCERTAIN AND EVOLVING,
  WE MAY BE SUBJECT TO INTELLECTUAL PROPERTY RIGHTS DISPUTES, CAUSING US TO
  INCUR SIGNIFICANT COSTS, DIVERTING THE TIME AND ATTENTION OF OUR MANAGEMENT
  AND PREVENTING US FROM SELLING OUR PRODUCTS.

     Due to the competitive nature of the telecommunications industry,
particularly as it relates to CDMA-based technology, any competitive advantage
we may have relies heavily upon protection of our intellectual property rights.
Because the legal standards relating to the validity, enforceability and scope
of protection of intellectual property rights in our industry are uncertain and
evolving, in the future, we may be a party to litigation concerning the
intellectual property incorporated in our products. These lawsuits, regardless
of their outcome, would be time-consuming and expensive to resolve and would
divert management time and attention. Any potential intellectual property
litigation also could force us to do one or more of the following:

     - stop selling, incorporating or using our products that use the challenged
       intellectual property;

     - obtain from the owner of the infringed intellectual property right a
       license to sell or use the relevant technology, which license may not be
       available on reasonable terms, or at all; or

     - redesign those products that use the challenged technology.

     If we are forced to take any of these actions, our business may be harmed.
Our insurance may not cover potential claims of this type or may not be adequate
to indemnify us for all liability that may be imposed.

  DELAYS IN NEW PRODUCT DEVELOPMENT PROJECTS COULD HARM OUR BUSINESS.

     The market for our products is subject to competition from other repeater
manufacturers and base station manufacturers. As a result, we must continue to
develop new products and enhancements to our existing products to remain
competitive. In particular, we must develop and bring to market our products
designed to address third generation or 3G wireless networks. If we do not
successfully develop new products and enhancements in a timely manner, we may
lose market acceptance of our products and be unable to compete effectively with
new competitive products, which could harm our business.

  IF WE FAIL TO MANAGE OUR GROWTH EFFECTIVELY, OUR BUSINESS AND PROSPECTS COULD
BE SERIOUSLY HARMED.

     Any significant growth of our business would place a significant strain on
our planning and management capabilities. To manage our growth of operations and
personnel, we would need to:

     - improve financial and operational controls, as well as our reporting
       systems and procedures;

     - install new management information systems; and

     - hire, train, motivate and manage our sales and marketing, engineering,
       technical, finance and customer service employees.

     If we cannot effectively hire and manage new employees or monitor, manage
and control expanded operations, our business and prospects could be seriously
harmed.

                                        23
<PAGE>

  IF WE LOSE KEY ENGINEERING PERSONNEL OR ARE UNABLE TO HIRE ADDITIONAL
  QUALIFIED ENGINEERING PERSONNEL, WE MAY NOT BE SUCCESSFUL.

     Our future success largely depends on our ability to attract and retain
qualified engineering personnel. The market for qualified engineering personnel
in the telecommunications industry is highly competitive and if we cannot
attract and retain these personnel, it would significantly limit our ability to
compete and to grow our business.

  WE HAVE ENGAGED IN ACQUISITIONS AND MAY ENGAGE IN FUTURE ACQUISITIONS THAT MAY
  SUBJECT US TO VARIOUS OPERATIONAL AND FINANCIAL RISKS.

     We have in the past and expect in the future to acquire other businesses or
technologies that complement our products, expand the breadth of our product
offerings, enhance our technical capabilities, help secure critical sources of
supply, or that may otherwise offer growth opportunities. In connection with
acquisitions, we may incur operational and financial risks, including:

     - difficulties in combining operations, personnel, technologies or
       products;

     - unanticipated costs;

     - risks associated with entering markets in which we have no or limited
       prior experience;

     - diversion of management's attention from our core business;

     - adverse effects on existing business relationships with suppliers and
       customers;

     - issuing stock that would dilute our current stockholders' percentage
       ownership;

     - incurring debt; and

     - assumption of liabilities.

  A NUMBER OF SHARES ARE OR WILL BE ELIGIBLE FOR FUTURE SALE WHICH MAY DEPRESS
  OUR STOCK PRICE.

     Sales of substantial amounts of our common stock in the public market or
the perception that a large number of shares are available for sale, could cause
the market price of our common stock to decline. Certain holders of our common
stock and warrants exercisable for shares of common stock have rights, subject
to some conditions, to require us to file registration statements covering their
shares, or to include their shares in registration statements that we may file
for ourselves or other stockholders. By exercising their registration rights and
selling a large number of shares, these holders could cause the price of our
common stock to decline. Furthermore, if we were to include in a
company-initiated registration statement shares held by those holders pursuant
to the exercise of their registration rights, those sales could impair our
ability to raise needed capital by depressing the price at which we could sell
our common stock.

  OUR CERTIFICATE OF INCORPORATION AND BYLAWS, AS WELL AS PROVISIONS OF DELAWARE
  LAW, COULD DISCOURAGE POTENTIAL ACQUISITIONS OF OUR COMPANY THAT STOCKHOLDERS
  MAY CONSIDER FAVORABLE.

     Certain provisions of our certificate of incorporation, our bylaws and
Delaware law may discourage, delay or prevent a merger or acquisition that
stockholders may consider favorable. This could have an adverse effect on the
market price of our common stock or prevent our stockholders from realizing a
premium over the market price for their shares of our common stock.

  CONTROL BY CERTAIN STOCKHOLDERS WILL LIMIT THE ABILITY OF OTHER STOCKHOLDERS
  TO INFLUENCE THE OUTCOME OF MATTERS REQUIRING STOCKHOLDER APPROVAL AND COULD
  DISCOURAGE POTENTIAL ACQUISITIONS OF OUR COMPANY BY THIRD PARTIES.

     We believe that our executive officers, directors and entities affiliated
with them, along with the current holders of more than 5% of our equity, in the
aggregate, beneficially own a majority of our outstanding common stock. These
stockholders, if acting together, would be able to exert a significant degree of
influence

                                        24
<PAGE>

over our management and affairs and over matters requiring approval by our
stockholders, including the election of our board of directors and the approval
of mergers or other business combination transactions. This concentration of
ownership could have the effect of delaying or preventing a change in our
control or otherwise discourage a potential acquirer from attempting to obtain
control of us, which in turn could have an adverse effect on the market price of
our common stock or prevent our stockholders from realizing a premium over the
market price for their shares of our common stock.

  THE LOW PRICE OF OUR COMMON STOCK COULD RESULT IN THE DELISTING OF OUR COMMON
  STOCK.

     Our common stock is listed for quotation on the Nasdaq National Market
System. In order to remain listed on this market, we must, among other things,
continue to satisfy quantitative maintenance criteria set forth in the Nasdaq
marketplace rules. These criteria include, among other things, minimum
thresholds for stockholders' equity of $10,000,000, public float of 750,000
shares, market value of public float of $5,000,000 and minimum bid price of
$1.00. On June 11, 2001, Nasdaq advised us that the minimum bid price of our
common stock had been less than $1.00 for more than 30 consecutive trading days
and that we would be provided 90 calendar days to regain compliance with the
minimum bid price criteria. On October 9, 2001, we received a notification from
Nasdaq advising us of the moratorium implemented on the minimum bid price and
market value of public float requirements until January 2, 2002 and that the
case in relation to the bid price of our common stock had been closed.

     Our common stock is still trading under the required bid price of $1.00. If
we are unable to meet the Nasdaq continued listing standards on and after
January 2, 2002, our common stock could be delisted. If our common stock were
delisted, the liquidity of our common stock would be adversely affected.
Delisting could make trading our shares more difficult for investors, increase
trading spreads and adversely affect investors' perception of us and our
prospects, any of which could lead to declines in our share price. It could also
make it more difficult for us to raise additional capital. We would also incur
additional costs under state blue sky laws to sell equity if our common stock
were delisted. We are aware of the Nasdaq listing requirements and are exploring
options to help us stay in compliance. However, we cannot be assured that these
efforts will be successful.

  WE ARE CURRENTLY INVOLVED IN LITIGATION THAT COULD DIVERT MANAGEMENT'S TIME
  AND ATTENTION AND MAY BE TIME-CONSUMING AND EXPENSIVE TO DEFEND.

     On September 17, 2001, The Gwydion Company, LLC and its members filed
direct and stockholder derivative lawsuits against us and certain of our current
and former directors and officers claiming breach of contract, fraud,
intentional and negligent misrepresentation, and breach of fiduciary duty, and
requesting damages and attorney's fees. On January 10, 2002, our challenge to
the shareholder derivative lawsuit was sustained without leave to amend and on
January 17, 2002, the court entered judgment in favor of us and against Gwydion
and its members. The direct suit for breach of contract and fraud remains
pending. While we believe that the plaintiffs' direct claims are without merit
and intend to vigorously defend ourselves against them, we cannot predict the
ultimate outcome of the pending action.

     On November 16, 2001, a purported stockholder class action lawsuit was
filed against us, certain of our current and former directors and officers and
certain underwriters of our initial public offering of common stock. This
lawsuit purports to bring suit on behalf of all purchasers of our common stock
between August 8, 2000, the effective date of our initial public offering, and
December 6, 2000. The plaintiff alleges, among other things, that our
prospectus, incorporated in our Registration Statement on Form S-1 filed with
the Securities and Exchange Commission, was materially false and misleading
because it failed to disclose, among other things, that certain underwriters
allegedly (i) solicited and received excessive and undisclosed commissions from
certain investors in exchange for which such underwriters allocated to those
investors substantial portions of the shares issued in our initial public
offering, and (ii) entered into agreements with customers whereby the
underwriters agreed to allocate shares of our common stock to those customers in
our initial public offering in exchange for which the customers agreed to
purchase additional shares of our common stock in the aftermarket at
pre-determined prices. The plaintiff has requested damages and statutory
compensation, as well

                                        25
<PAGE>

as the costs and expenses of the litigation. We believe that we have meritorious
defenses and intend to vigorously defend ourselves against these allegations.

     In connection with these lawsuits, we expect to incur substantial legal and
other expenses. In addition, this litigation could divert the efforts and
attention of our management. Such expenses and diversion of resources associated
with this litigation could seriously harm our business and financial condition.

  VARIABLE PLAN ACCOUNTING TREATMENT OF CERTAIN OUTSTANDING STOCK OPTIONS MAY
  HAVE A SIGNIFICANT ADVERSE IMPACT ON OUR STATED EXPENSES.

     In November 2001, we extended an offer to our eligible employees and
directors to cancel stock options with exercise prices greater than $0.30 per
share and to grant replacement stock options with an exercise price equal to the
quoted market price of our common stock at December 27, 2001, one day before the
expiration of the offer. On December 28, 2001, we granted replacement options to
purchase an aggregate of 3,143,628 shares of our common stock at $0.29 per share
to eligible employees and directors who accepted the offer in a one-for-one
exchange for such cancelled stock options. Each replacement option will vest
monthly over one year following the date of grant and will expire 18 months
after the date of grant. We will account for all such replacement options, as
well as eligible options to purchase an aggregate of 69,770 shares of common
stock which were not exchanged, under the variable accounting method and will
revalue these stock options at the end of each reporting period until the
options are exercised, forfeited, or expire unexercised; the resulting charge
will be recorded as compensation expense. In the case of the unexchanged stock
options, the variable accounting treatment may be in effect up to 10 years from
the date of grant. The higher the market value of our common stock, the greater
the compensation expense we will record.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES OF MARKET RISK

     We believe we do not have any significant exposures to quantitative and
qualitative market risks. For the nine months ended December 28, 2001, we did
not have any derivative financial instruments or any derivative commodity
instruments. Our financial instruments include trade accounts receivable, trade
accounts payable and a term note. Our accounts receivable and accounts payable
are relatively short-term in duration and, as a consequence, are not exposed to
significant interest rate changes and consequent fair value adjustments. Our
cash equivalents are invested in interest-bearing accounts, generally money
market accounts of less than seven days' average maturity, and as a result are
not subject to significant valuation adjustments due to interest rate changes.
We also have a term loan, which bears interest at a fixed rate. As a result, the
payments due under the term loan are not subject to adjustment due to interest
rate changes. Our financial market risk includes risks associated with
international operations and related foreign currencies. We anticipate that
international sales will continue to account for a significant portion of our
consolidated revenues. Most of our international sales are in U.S. dollars and,
therefore, are not subject to foreign currency exchange rate risk. At December
28, 2001, approximately 0.8% of our accounts receivable were denominated in a
foreign currency and as a result, we were subject to foreign currency exchange
risk on this amount. In addition, expenses of our international operations are
denominated in each country's local currency and are subject to foreign currency
exchange risk. Through December 28, 2001, we have not experienced any
significant negative impact on our operations as a result of fluctuations in
foreign currency exchange rates.

                          PART II.  OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

     In November 1999, in connection with our acquisition of substantially all
of the assets of The Gwydion Company, LLC, we issued 573,334 shares of our
common stock to the members of Gwydion, Harry Ayvazian and Gary Grimes. These
shares were to be held in an escrow account and subject to our right of
repurchase for $1.00 in the aggregate until certain performance criteria were
met. In May 2001, we filed an escrow claim with Gwydion and the escrow agent to
assert our right under the Gwydion acquisition agreement to repurchase the
573,334 shares issued as consideration. Gwydion and its members have disputed
this claim and on

                                        26
<PAGE>

September 17, 2001 filed direct and stockholder derivative lawsuits in the
Superior Court of the State of California for the County of Santa Clara against
us and Kenneth L. Kenitzer, Timothy A. Marcotte, Chris L. Branscum, John Bosch,
Bandel Carano, Richard G. Grey, Perry LaForge and Alessandro Piol in their
capacities as our current and former directors and officers. We initially
reported these legal proceedings in our Quarterly Report on Form 10-Q for the
quarter ended September 28, 2001.

     In the stockholder derivative action, the plaintiffs alleged that, among
other things, the defendants (i) made untrue representations in connection with
the acquisition agreement, (ii) entered into the acquisition agreement with no
intention of committing the resources necessary to the success of the Gwydion
project, and (iii) contributed to the decrease in value of our stock; claimed
fraud, intentional and negligent misrepresentation, and breach of fiduciary
duty; and requested damages and attorney's fees. In the direct lawsuit, the
plaintiffs allege that, among other things, the defendants engaged in conduct
that precluded the plaintiffs from fulfilling their obligations under the
Gwydion acquisition agreement, claim breach of contract and fraud, and request
compensatory and punitive and/or exemplary damages, costs and attorney's fees.
On January 10, 2002, our challenge to the stockholder derivative lawsuit was
sustained without leave to amend and on January 17, 2002, the court entered
judgment in favor of us and against Gwydion and its members. The direct suit for
breach of contract and fraud remains pending. While we believe that the
plaintiffs' direct claims are without merit and intend to vigorously defend
ourselves against them, we cannot predict the ultimate outcome of the pending
action.

     On November 16, 2001, a purported stockholder class action lawsuit was
filed in the United States District Court for the Southern District of New York
against us, Chris Branscum, Kenneth Kenitzer, Timothy Marcotte and certain
underwriters of our initial public offering of common stock. This lawsuit
purports to bring suit on behalf of all purchasers of our common stock between
August 8, 2000, the effective date of our initial public offering, and December
6, 2000. The plaintiff alleges, among other things, that our prospectus,
incorporated in our Registration Statement on Form S-1 filed with the Securities
and Exchange Commission, was materially false and misleading because it failed
to disclose, among other things, that certain underwriters allegedly (i)
solicited and received excessive and undisclosed commissions from certain
investors in exchange for which such underwriters allocated to those investors
substantial portions of the shares issued in our initial public offering, and
(ii) entered into agreements with customers whereby the underwriters agreed to
allocate shares of our common stock to those customers in our initial public
offering in exchange for which the customers agreed to purchase additional
shares of our common stock in the aftermarket at pre-determined prices. As a
result of the alleged omissions in our prospectus and the defendants' alleged
subsequent misrepresentations and omissions in connection therewith, the
plaintiff claims violations of Sections 11, 12 and 15 of the Securities Act of
1933, as amended, and Sections 10(b) and 20(a) of the Securities Exchange Act of
1934, as amended, and Rules 10b-3 and 10b-5 promulgated thereunder, and requests
damages and statutory compensation in an amount to be determined at trial, as
well as the costs and expenses of the litigation. We believe that we have
meritorious defenses and intend to vigorously defend ourselves against these
allegations.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

     On August 8, 2000, the Securities and Exchange Commission declared
effective our registration statement on Form S-1 (No. 333-31266) relating to the
initial public offering of our common stock. The net offering proceeds to us
from our initial public offering, after deducting the underwriting discounts and
commissions and offering expenses, were approximately $42.3 million. These
proceeds were invested in high-quality short-term investments. Of these
proceeds, approximately $1.7 million has been used to purchase equipment and a
portion has been used for expansion of sales, marketing and future development
of our products and for general corporate purposes, including working capital.
We intend to use the remaining proceeds to support our operations, to provide
working capital and to repay notes payable of approximately $1.1 million.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

     The sale of substantially all of the assets related to the Gwydion project
resulted in our violation of a loan and security agreement covenant that
prohibits us from the sale of any assets over $25,000 that is outside of

                                        27
<PAGE>

the ordinary course of business prior to our obtaining written approval from the
lender. As a result, the lender declared the loan in default and amounts owing
under this loan agreement (approximately $1.1 million at December 28, 2001)
immediately due and payable. We received a waiver for this covenant violation
and subsequent default on October 30, 2001 and have agreed with the lender to
repay the remaining balance of this loan by March 2002 in equal monthly
installments.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     Not applicable.

ITEM 5.  OTHER INFORMATION

     Not applicable.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

     (a) Exhibits

<Table>
<Caption>
EXHIBIT
 NUMBER                            DESCRIPTION
-------                            -----------
<C>        <S>
 3.1(1)    Amended and Restated Certificate of Incorporation of the
           registrant.
 3.3(2)    Bylaws of the registrant, as currently in effect.
 4.1(2)    Specimen Common Stock Certificate.
 4.2(2)    Amended and Restated Preferred Stock Purchase Warrant, dated
           August 6, 1997, issued to Lighthouse Capital Partners II,
           L.P.
 4.3(2)    Warrant to Purchase Shares of Series DD Preferred Stock of
           Repeater Technologies, Inc., dated January 25, 1999, issued
           to Phoenix Leasing Incorporated.
 4.4(2)    Stock Subscription Warrant to Purchase Series DD Preferred
           Stock of Repeater Technologies, Inc., dated July 8, 1999,
           issued to TBCC Funding Trust II.
 4.5(2)    Seventh Amended and Restated Investors' Rights Agreement,
           dated July 11, 2000.
 4.6(2)    Form of Warrant to Purchase Shares of Series EE Preferred
           Stock.
 4.7(3)    Certificate of Designation of Series A Junior Participating
           Preferred Stock.
 4.8(3)    Rights Agreement, dated as of August 9, 2001, between
           Repeater Technologies, Inc. and U.S. Stock Transfer
           Corporation, including Form of Right Certificate.
10.11(4)   Loan and Security Agreement, dated as of July 8, 1999, by
           and between Repeater Technologies, Inc. and Transamerica
           Business Credit Corporation, as amended by Amendment to Loan
           Documents, dated as of October 10, 2001, by and between
           Repeater Technologies, Inc. and Transamerica Business Credit
           Corporation.
</Table>

---------------

(1) Incorporated by reference from the correspondingly numbered exhibit to the
    registrant's Quarterly Report on Form 10-Q for the quarterly period ended
    June 30, 2000, filed with the Commission on September 20, 2000.

(2) Incorporated by reference from the correspondingly numbered exhibit to the
    registrant's Registration Statement on Form S-1, as amended (No. 333-31266),
    declared effective by the Commission on August 8, 2000.

(3) Incorporated by reference from the correspondingly numbered exhibit to the
    registrant's Quarterly Report on Form 10-Q for the quarterly period ended
    June 29, 2001, filed with the Commission on August 13, 2001.

(4) Incorporated by reference from the correspondingly numbered exhibit to the
    registrant's Quarterly Report on Form 10-Q for the quarterly period ended
    September 28, 2001, filed with the Commission on November 13, 2001.

     (b) Reports on Form 8-K

     No reports on Form 8-K were filed during the quarterly period ended
December 28, 2001.

                                        28
<PAGE>

                                   SIGNATURES

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

                                          REPEATER TECHNOLOGIES, INC.

                                          BY: /s/  TIMOTHY A. MARCOTTE
                                             -----------------------------------
                                                     Timothy A. Marcotte
                                                  Executive Vice President,
                                                  Chief Operating Officer,
                                                 Chief Financial Officer and
                                                          Secretary
                                             (Principal Financial and Accounting
                                                           Officer)

Date: February 11, 2002

                                        29
<PAGE>

                                 EXHIBIT INDEX

<Table>
<Caption>
EXHIBIT
 NUMBER                            DESCRIPTION
-------                            -----------
<C>        <S>
 3.1(1)    Amended and Restated Certificate of Incorporation of the
           registrant.
 3.3(2)    Bylaws of the registrant, as currently in effect.
 4.1(2)    Specimen Common Stock Certificate.
 4.2(2)    Amended and Restated Preferred Stock Purchase Warrant, dated
           August 6, 1997, issued to Lighthouse Capital Partners II,
           L.P.
 4.3(2)    Warrant to Purchase Shares of Series DD Preferred Stock of
           Repeater Technologies, Inc., dated January 25, 1999, issued
           to Phoenix Leasing Incorporated.
 4.4(2)    Stock Subscription Warrant to Purchase Series DD Preferred
           Stock of Repeater Technologies, Inc., dated July 8, 1999,
           issued to TBCC Funding Trust II.
 4.5(2)    Seventh Amended and Restated Investors' Rights Agreement,
           dated July 11, 2000.
 4.6(2)    Form of Warrant to Purchase Shares of Series EE Preferred
           Stock.
 4.7(3)    Certificate of Designation of Series A Junior Participating
           Preferred Stock.
 4.8(3)    Rights Agreement, dated as of August 9, 2001, between
           Repeater Technologies, Inc. and U.S. Stock Transfer
           Corporation, including Form of Right Certificate.
10.11(4)   Loan and Security Agreement, dated as of July 8, 1999, by
           and between Repeater Technologies, Inc. and Transamerica
           Business Credit Corporation, as amended by Amendment to Loan
           Documents, dated as of October 10, 2001, by and between
           Repeater Technologies, Inc. and Transamerica Business Credit
           Corporation.
</Table>

---------------

(1) Incorporated by reference from the correspondingly numbered exhibit to the
    registrant's Quarterly Report on Form 10-Q for the quarterly period ended
    June 30, 2000, filed with the Commission on September 20, 2000.

(2) Incorporated by reference from the correspondingly numbered exhibit to the
    registrant's Registration Statement on Form S-1, as amended (No. 333-31266),
    declared effective by the Commission on August 8, 2000.

(3) Incorporated by reference from the correspondingly numbered exhibit to the
    registrant's Quarterly Report on Form 10-Q for the quarterly period ended
    June 29, 2001, filed with the Commission on August 13, 2001.

(4) Incorporated by reference from the correspondingly numbered exhibit to the
    registrant's Quarterly Report on Form 10-Q for the quarterly period ended
    September 28, 2001, filed with the Commission on November 13, 2001.

                                        30