<PAGE>

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

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

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

                                   FORM 10-Q

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

<Table>
<C>          <S>
    [X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
             OF THE SECURITIES EXCHANGE ACT OF 1934
             FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 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>
<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
November 8, 2001 was 23,876,137.

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

                                     INDEX

<Table>
<Caption>
                                                                       PAGE
                                                                       ----
<S>      <C>                                                           <C>
                      PART I.  FINANCIAL INFORMATION
Item 1.  Financial Statements (unaudited)............................    2
         Condensed Consolidated Balance Sheets.......................    2
         Condensed Consolidated Statements of Operations.............    3
         Condensed Consolidated Statements of Cash Flows.............    4
         Notes to Condensed Consolidated Financial Statements........    5
Item 2.  Management's Discussion and Analysis of Financial Condition    10
         and Results of Operations...................................
Item 3.  Quantitative and Qualitative Disclosures of Market Risk.....   24

                        PART II.  OTHER INFORMATION
Item 1.  Legal Proceedings...........................................   25
Item 2.  Changes in Securities and Use of Proceeds...................   25
Item 3.  Defaults Upon Senior Securities.............................   25
Item 4.  Submission of Matters to a Vote of Security Holders.........   26
Item 5.  Other Information...........................................   26
Item 6.  Exhibits and Reports on Form 8-K............................   26
Signatures...........................................................   28
Exhibit Index........................................................   29
</Table>

                                        1
<PAGE>

                         PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                          REPEATER TECHNOLOGIES, INC.

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

<Table>
<Caption>
                                                              SEPTEMBER 28,   MARCH 30,
                                                                  2001          2001
                                                              -------------   ---------
<S>                                                           <C>             <C>
                                        ASSETS
Current assets:
  Cash and cash equivalents.................................    $ 13,777      $ 26,084
  Accounts receivable, net..................................       2,879         3,584
  Inventories, net..........................................       6,997         7,960
  Other current assets......................................         641           541
                                                                --------      --------
          Total current assets..............................      24,294        38,169
Service parts, net..........................................         759           890
Property and equipment, net.................................       3,351         3,710
Other assets................................................          98           117
                                                                --------      --------
          Total assets......................................    $ 28,502      $ 42,886
                                                                ========      ========

                         LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable..........................................    $  2,233      $  4,406
  Accrued compensation......................................         521           831
  Other accrued liabilities.................................       1,504         2,200
  Deferred revenue..........................................         769         1,500
  Notes payable.............................................       1,885         2,641
  Current portion of capital lease obligations..............         308           395
                                                                --------      --------
          Total current liabilities.........................       7,220        11,973
Deferred revenue, net of current portion....................       1,024           900
Capital lease obligations, net of current portion...........           9           141
                                                                --------      --------
          Total liabilities.................................       8,253        13,014
                                                                --------      --------
Stockholders' equity:
  Common Stock, $0.001 par value; 70,000,000 shares
     authorized; 23,838,478 and 23,215,021 shares issued and
     outstanding at September 28, 2001 and March 30, 2001,
     respectively...........................................          24            23
  Additional paid in capital................................     110,446       111,339
  Unearned stock-based compensation.........................        (843)       (1,968)
  Accumulated deficit.......................................     (89,378)      (79,522)
                                                                --------      --------
          Total stockholders' equity........................      20,249        29,872
                                                                --------      --------
          Total liabilities and stockholders' equity........    $ 28,502      $ 42,886
                                                                ========      ========
</Table>

  The accompanying notes are an integral part of these condensed consolidated
                             financial statements.
                                        2
<PAGE>

                          REPEATER TECHNOLOGIES, INC.

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

<Table>
<Caption>
                                                 THREE MONTHS ENDED               SIX MONTHS ENDED
                                            -----------------------------   -----------------------------
                                            SEPTEMBER 28,   SEPTEMBER 29,   SEPTEMBER 28,   SEPTEMBER 29,
                                                2001            2000            2001            2000
                                            -------------   -------------   -------------   -------------
<S>                                         <C>             <C>             <C>             <C>
Net revenues..............................     $ 3,728         $ 4,870        $  7,630        $ 12,225
Cost of revenues..........................       4,212           3,944           7,935           8,963
                                               -------         -------        --------        --------
Gross profit/(loss).......................        (484)            926            (305)          3,262
                                               -------         -------        --------        --------
Operating expenses:
  Research and development................       1,737           4,240           3,752           6,716
  Sales and marketing.....................       1,807           2,620           3,563           4,802
  General and administrative..............       1,320             977           2,548           1,821
                                               -------         -------        --------        --------
          Total operating expenses........       4,864           7,837           9,863          13,339
                                               -------         -------        --------        --------
Loss from operations......................      (5,348)         (6,911)        (10,168)        (10,077)
Other income/(expense), net...............          10          (1,861)            312          (2,353)
                                               -------         -------        --------        --------
Net loss..................................     $(5,338)        $(8,772)       $ (9,856)       $(12,430)
                                               =======         =======        ========        ========
Net loss per common share -- basic and
  diluted.................................     $ (0.23)        $ (0.62)       $  (0.43)       $  (1.48)
                                               =======         =======        ========        ========
Shares used in net loss per common share
  calculation -- basic and diluted........      23,154          14,070          23,023           8,383
                                               =======         =======        ========        ========
</Table>

  The accompanying notes are an integral part of these condensed consolidated
                             financial statements.
                                        3
<PAGE>

                          REPEATER TECHNOLOGIES, INC.

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

<Table>
<Caption>
                                                                    SIX MONTHS ENDED
                                                              -----------------------------
                                                              SEPTEMBER 28,   SEPTEMBER 29,
                                                                  2001            2000
                                                              -------------   -------------
<S>                                                           <C>             <C>
Cash Flows used in Operating Activities:
Net loss....................................................    $ (9,856)       $(12,430)
Adjustments to reconcile net loss to net cash used in
  operating activities:
  Depreciation and amortization.............................       1,034             600
  Provision for losses on accounts receivable...............          78             (10)
  Provision for writedowns on inventories...................         874             232
  Amortization of unearned stock-based compensation.........          54           4,069
  Non cash interest expense.................................          --           1,635
  Amortization of debt discount and debt issuance costs.....          88              95
  Issuance of equity instruments under license agreement....          --              20
  Gain on sale of Gwydion development project...............        (357)             --
  Changes in operating assets and liabilities:
     Accounts receivable....................................         626          (2,537)
     Inventories............................................        (363)         (3,651)
     Other current assets...................................         (81)           (378)
     Accounts payable.......................................      (2,428)           (713)
     Accrued compensation...................................        (310)            110
     Other accrued liabilities..............................        (580)            240
     Deferred revenue.......................................        (607)          2,229
                                                                --------        --------
       Net cash used in operating activities................     (11,828)        (10,489)
                                                                --------        --------
Cash Flows from Investing Activities:
  Proceeds from sale of Gwydion development project.........         969              --
  Purchase of field service parts...........................        (218)           (144)
  Purchase of property and equipment........................        (348)         (1,149)
                                                                --------        --------
       Net cash (used in)/provided by investing
        activities..........................................         403          (1,293)
                                                                --------        --------
Cash Flows from Financing Activities:
  Principal payments on notes payable.......................        (844)           (890)
  Payments on capital lease obligations.....................        (218)           (246)
  Proceeds from series EE convertible subordinated
     debentures.............................................          --           5,100
  Net proceeds from issuance of common stock under initial
     public offering........................................          --          43,434
  Issuance of common stock from exercise of stock options...         180             175
                                                                --------        --------
       Net cash (used in)/provided by financing
        activities..........................................        (882)         47,573
                                                                --------        --------
Net increase/(decrease) in cash and cash equivalents........     (12,307)         35,791
Cash and cash equivalents at beginning of the period........      26,084           4,823
                                                                --------        --------
Cash and cash equivalents at end of the period..............    $ 13,777        $ 40,614
                                                                ========        ========
Supplemental Disclosure of Cash Flow Information:
  Cash paid for interest....................................    $    169        $    691
  Taxes paid................................................    $     17        $      1
</Table>

  The accompanying notes are an integral part of these condensed consolidated
                             financial statements.
                                        4
<PAGE>

                          REPEATER TECHNOLOGIES, INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 JUNE 29, 2001
                                  (UNAUDITED)

BASIS OF PRESENTATION

     The accompanying unaudited condensed consolidated financial statements as
of September 28, 2001 and for the three and six-month periods ended September
28, 2001 and September 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 six months ended September 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.

RISK AND UNCERTAINTIES

     The Company has a history of operating losses and operates in an industry
sector which is subject to significant and rapid shifts in demand and changes in
technology. To achieve its long term operating objectives, the Company may
require additional financing. Such additional financing, if needed, may not be
available when needed, on favorable terms, or at all.

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 until the
acceptance criteria have been met.

     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.

                                        5
<PAGE>
                          REPEATER TECHNOLOGIES, INC.

      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

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 bills 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 SFAS
No. 133, "Accounting for Derivative Instruments and Hedging Activities." In June
1999, the FASB issued SFAS No. 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 No. 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 the Company's financial position or results of
operations.

     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 believes that the
adoption of SFAS 141 will 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 does not believe the adoption of
SFAS 142 will have a material impact on its financial statements.

     On October 3, 2001, the FASB issued SFAS No. 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 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.

                                        6
<PAGE>
                          REPEATER TECHNOLOGIES, INC.

      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

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 September 28, 2001, two customers accounted
for approximately 32% and 24% of net revenues. During the six months ended
September 29, 2000, two customers accounted for approximately 15% and 10% of net
revenues. As of September 28, 2001, two customers accounted for approximately
40% and 29% 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 six-month periods ended September 28, 2001 and September 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               SIX MONTHS ENDED
                                            -----------------------------   -----------------------------
                                            SEPTEMBER 28,   SEPTEMBER 29,   SEPTEMBER 28,   SEPTEMBER 29,
                                                2001            2000            2001            2000
                                            -------------   -------------   -------------   -------------
<S>                                         <C>             <C>             <C>             <C>
Numerator:
Net loss..................................     $(5,338)        $(8,772)        $(9,856)       $(12,430)
                                               -------         -------         -------        --------
Denominator:
  Weighted average common shares
     outstanding..........................      23,727          14,709          23,596           9,022
  Weighted average unvested common shares
     subject to repurchase................        (573)           (639)           (573)           (639)
                                               -------         -------         -------        --------
Denominator for basic and diluted
  calculation.............................      23,154          14,070          23,023           8,383
                                               =======         =======         =======        ========
Net loss per common share-basic and
  diluted.................................     $ (0.23)        $ (0.62)        $ (0.43)       $  (1.48)
                                               =======         =======         =======        ========
</Table>

     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>
                                                             SEPTEMBER 28,   SEPTEMBER 29,
                                                                 2001            2000
                                                             -------------   -------------
<S>                                                          <C>             <C>
Options outstanding........................................      5,025           4,119
Warrants outstanding.......................................        250             250
Unvested common stock......................................        573             639
                                                                 -----           -----
                                                                 5,848           5,008
                                                                 =====           =====
</Table>

                                        7
<PAGE>
                          REPEATER TECHNOLOGIES, INC.

      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

BALANCE SHEET COMPONENTS (IN THOUSANDS):

     Inventories consisted of the following:

<Table>
<Caption>
                                                              SEPTEMBER 28,   MARCH 30,
                                                                  2001          2001
                                                              -------------   ---------
<S>                                                           <C>             <C>
Raw materials...............................................     $ 2,730       $ 2,471
Work in process.............................................       1,054            91
Finished goods..............................................       6,912         9,176
                                                                 -------       -------
                                                                  10,696        11,738
Less: allowance.............................................      (3,699)       (3,778)
                                                                 -------       -------
                                                                 $ 6,997       $ 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, 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. While the Company believes that the plaintiffs'
claims are without merit and intends to vigorously defend itself against these
allegations, it cannot predict the ultimate outcome of the lawsuits.

     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 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 $1.9 million at
September 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 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.
                                        8
<PAGE>
                          REPEATER TECHNOLOGIES, INC.

      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

SUBSEQUENT EVENTS

  WORKFORCE REDUCTION

     On October 12, 2001, the Company implemented a workforce reduction of 28
employees. The total cost incurred in relation to this workforce reduction was
approximately $128,000, which will be recorded as payroll expense during the
three months ending December 28, 2001.

  CHINA ORDER -- LOSS CONTINGENCY

     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
worth of products against the $11 million order during the three months ended
September 28, 2001; however, the distributor's initial order from China Unicom
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 an order with its contract
manufacturer of approximately $5.6 million in relation to this order. Management
is working with its contract manufacturer to minimize the Company's exposure due
to the reduced expectations from China and assessing the potential exposure.
Management has not yet completed a final analysis of the potential exposure
related to the China order. The potential cancellation penalty and inventory
writedown are not estimable at this time.

                                        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 six months ended or three
or six months ending, refer to our fiscal year or fiscal three or six 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.

     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 six-month periods ended September 28, 2001 and
September 29, 2000, we recorded $52,000 and $1.9 million, respectively, of
stock-based compensation expense in connection with options granted to employees
and consultants.

     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. 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
                                        10
<PAGE>

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. While we believe
that the plaintiff's claims are without merit and intend to vigorously defend
ourselves against these allegations, we cannot predict the ultimate outcome of
the lawsuits.

     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 will be recorded as payroll expense during the
three months ending 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 worth of products against
the $11 million order during the three months ended September 28, 2001; 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 an order with our
contract manufacturer of approximately $5.6 million in relation to this order.
We are working with our contract manufacturer to minimize the exposure due to
the reduced expectations from China and assessing the potential exposure. We
have not yet completed a final analysis of the potential exposure related to the
China order. The potential cancellation penalty and inventory writedown are not
estimable at this time. Any units in excess of the requirement in China can
potentially be sold to other customers; however, there can be no assurance that
we will be successful in selling any or all of these units.

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               SIX MONTHS ENDED
                                            -----------------------------   -----------------------------
                                            SEPTEMBER 28,   SEPTEMBER 29,   SEPTEMBER 28,   SEPTEMBER 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..........................      113.0            81.0           104.0            73.3
                                               ------          ------          ------          ------
Gross margin..............................      (13.0)           19.0            (4.0)           26.7
                                               ------          ------          ------          ------
Operating expenses:
  Research and development................       46.6            87.1            49.2            54.9
  Sales and marketing.....................       48.5            53.8            46.7            39.3
  General and administrative..............       35.4            20.0            33.4            14.9
                                               ------          ------          ------          ------
          Total operating expenses........      130.5           160.9           129.3           109.1
                                               ------          ------          ------          ------
Loss from operations......................     (143.5)         (141.9)         (133.3)          (82.4)
Other expense, net........................        0.3           (38.2)            4.1           (19.3)
                                               ------          ------          ------          ------
Net loss..................................     (143.2)%        (180.1)%        (129.2)%        (101.7)%
                                               ======          ======          ======          ======
</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.

                                        11
<PAGE>

     Net revenues decreased $1.2 million, or 23.4%, from $4.9 million for the
three months ended September 29, 2000 to $3.7 million for the three months ended
September 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 September 28, 2001, 88.2% of our net
revenues were derived from ten customers, with sales to two customers, Beijing
Telecom and Telepak Inc., comprising approximately 32.1% and 24.0%,
respectively. During the three months ended September 29, 2000, 75.9% of our net
revenues were derived from ten customers, with sales to two customers, Verizon
Wireless and Ubiquitel PCS, comprising approximately 15.1% and 10.1%,
respectively. International sales accounted for 47.3% of net revenues during the
three months ended September 28, 2001, as compared to 39.6% during the three
months ended September 29, 2000.

     For the six months ended September 28, 2001, net revenues decreased $4.6
million, or 37.6%, from the six months ended September 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 six months
ended September 28, 2001, 77.9% of our net revenues were from ten customers,
with sales to three customers Beijing Telecom, Telepak, Inc. and Qwest,
comprising 15.7%, 11.7% and 10.7%, respectively. During the six months ended
September 29, 2000, 69.5% of our net revenues were from ten customers, with
sales to one customer, Comsyst Pty Limited, comprising approximately 15.5%.
International sales accounted for 35.4% of net revenues during the six months
ended September 28, 2001, compared to 40.4% during the six months ended
September 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 12 months. Our customers may further delay
or cancel these orders without any repercussion or penalty. 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 September
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 six-months ended September 28, 2001 as compared to
three and six-months ended September 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 our selling prices as a result of
our entering into volume sale agreements with some customers and general
competitive pressures. We expect that our selling prices will continue to
decline for the foreseeable future. If we cannot offset declines in selling
prices by increasing our sales volumes, introducing new products with higher
prices 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.

     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
                                        12
<PAGE>

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, any cancellation penalty and potential inventory
writedown in relation to the China order could have an adverse effect on our
gross margins, results of operations and financial condition.

     Cost of revenues increased $0.3 million, or 7.7%, from $3.9 million for the
three months ended September 29, 2000 to $4.2 million for the three months ended
September 28, 2001. The gross profit margin decreased 32.0 percentage points
from 19.5% for the three months ended September 29, 2000 to negative 13% for the
three months ended September 28, 2001. The majority of the 32.0 percentage point
decrease in gross margin was due to increases in (i) direct material costs of
11.9 percentage points because our average sales prices decreased, (ii)
inventory allowances of 19.5 percentage points in relation to increased reserves
for excess accessories and raw materials, and (iii) payroll and other costs of
9.3 percentage points which were offset by a decrease in stock-based
compensation of 8.7 percentage points.

     Cost of revenues decreased $1.1 million, or 12.2%, from $9.0 million for
the six months ended September 29, 2000 to $7.9 million for the six months ended
September 28, 2001. The gross profit margin decreased 30.7 percentage points
from 26.7% for the six months ended September 29, 2000 to negative 4% for the
six months ended September 28, 2001. The majority of this 30.7 percentage point
decrease in gross profit margin is due to increases in (i) direct material costs
of 4.0 percentage points because our average sales prices decreased, (ii)
inventory provisions of 11.5 percentage points, (iii) warranty expense of 1.8
percentage points, (iv) new product introduction costs of 1.9 percentage points,
and (v) other costs of revenue, which consist of manufacturing overhead and
customer service expenditures, of 17.6 percentage points, partially offset by a
decrease in stock-based compensation of 6.1 percentage points.

     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 decreased $2.5
million, or 59.1%, from $4.2 million for the three months ended September 29,
2000 to $1.7 million for the three months ended September 28, 2001. This
decrease was due to the following factors: (i) a decrease in product development
expenses for in-building products of $0.6 million due to the termination of the
Gwydion development project, (ii) a decrease in the amortization of variable
stock-based compensation attributable to the acquisition of Gwydion of $1.8
million, and (iii) a decrease in the amortization of stock-based compensation of
$0.3 million, offset by an increase of $0.2 million due to the increase in the
number of outside contractors we used for research and development activities.

     Research and development expenses decreased $3.0 million, or 45.0%, from
$6.7 million for the six months ended September 29, 2000 to $3.7 million for the
six months ended September 28, 2001. This decrease was due to the following
factors: (i) a decrease in product development expenses for in-building products
of $1.0 million due to the termination of the Gwydion development project, (ii)
a decrease in the amortization of variable stock-based compensation attributable
to the acquisition of Gwydion of $2.1 million, and (iii) a decrease in the
amortization of stock-based compensation of $0.6 million. These decreases were
offset by an increase of $0.4 million due to the increase in the number of
outside contractors we used for research and development activities and material
purchased of $0.3 million.

     We expect to continue to incur significant expenses in the development of
our next generation of products to serve the emerging high-speed wireless
markets.

     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 $0.8 million, or 30.8%, from $2.6 million for
the three months ended September 29, 2000 to $1.8 million for the three months
ended September 29, 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 $0.3 million, a reduction in payroll costs and contract
labor of $0.2 million and a decrease in the amortization of stock-based
compensation of $0.3 million, partially offset by UK sales office costs of $0.1
million comprised mainly of salaries.

                                        13
<PAGE>

     Sales and marketing expenses decreased $1.2 million, or 25.8%, from $4.8
million for the six months ended September 29, 2000 to $3.6 million for the six
months ended September 29, 2001. This decrease was due to reduced sales
commissions of $0.3 million due to the decline in revenues, a decrease in
travel- and trade show-related expenses of $0.5 million, a reduction in payroll
costs of $0.3 million and a decrease in the amortization of stock-based
compensation of $0.3 million, partially offset by UK sales office costs of $0.2
million comprised mainly of salaries.

     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
increased $0.3 million, or 35.1%, from $1.0 million for the three months ended
September 29, 2000 to $1.3 million for the three months ended September 28,
2001. This increase was attributable to an increase in insurance premiums of
$0.1 million, an increase in payroll-related costs of $0.2 million due to
increased headcount and an increase in professional fees and contract labor
costs of $0.1 million, partially offset by a reduction in amortization of
stock-based compensation of $0.1 million.

     General and administrative expenses increased $0.7 million, or 40.0%, from
$1.8 million for the six months ended September 29, 2000 to $2.5 million for the
six months ended September 28, 2001. This increase was attributable to an
increase in insurance premiums of $0.2 million, an increase in payroll-related
costs of $0.4 million due to increased headcount, an increase in professional
fees and contract labor costs of $0.2 million, and an increase in allowance for
doubtful debts of $0.1 million, partially offset by a reduction in amortization
of stock-based compensation of $0.2 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 $0.2 million and $0.1 million for the
three-month periods ended September 28, 2001 and September 29, 2000,
respectively. The increase in other income was due to increased interest income
from our interest-bearing accounts and VAT refund we received. Other expense
decreased $1.7 million from $1.9 million for the three months ended September
29, 2000 to $0.2 million for the three months ended September 28, 2001 primarily
due to the beneficial conversion feature of $1.1 million associated with our
Series EE convertible subordinated debentures and fair value of $0.5 million of
the warrants issued in connection with the Series EE convertible subordinated
debentures recorded during the three months ended September 29, 2000.

     For the six months ended September 28, 2001, other income was $0.7 million,
compared to $ 0.2 million for the six-month period ended September 29, 2000. The
increase in other income was primarily due to the sale of the Gwydion
development project of $0.4 million, increased interest income from our
interest-bearing accounts and VAT refund we received. Other expense decreased
$2.1 million from $2.5 million for the six months ended September 29, 2000 to
$0.4 million for the six months ended September 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
$0.3 million in interest expense in relation to our term debt.

LIQUIDITY AND CAPITAL RESOURCES

     At September 28, 2001, we had $13.8 million in cash and cash equivalents.
Cash used in operating activities for the six months ended September 28, 2001
was $11.8 million, as compared to $10.5 million for the six months ended
September 29, 2000. The significant use of cash in operating activities during
the six months ended September 28, 2001 resulted from our net losses of $9.9
million, an increase in inventories of $0.4 million, a decrease in accounts
payable, accrued compensation and other accrued liabilities of $3.3 million, a
decrease in deferred revenue of $0.6 million, offset by non-cash depreciation
and amortization expenses of $1.0 million, inventory valuation allowance of $0.9
million, a decrease in accounts receivable of $0.6 million, and non-cash
expenses of $0.1 million for amortization of stock-based compensation. We plan
to continue to adjust our operating expenses to reflect our anticipated business
volume.

                                        14
<PAGE>

     Cash provided by investing activities for the six months ended September
28, 2001 was $0.4 million, as compared to cash used in investing activities of
$1.3 million for the six months ended September 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. Although we had no
material commitments for capital expenditures as of September 28, 2001, we
anticipate significant capital expenditures during the next twelve months.

     Net cash used in financing activities was $0.9 million for the six months
ended September 28, 2001, as compared to net cash provided by financing
activities of $47.6 million for the six months ended September 29, 2000. For the
six months ended September 28, 2001, $0.2 million was attributable to the
exercise of stock options, offset by payments against long-term liabilities of
$1.1 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 $1.9 million at September 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 installments.

     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 June 2002. We will continue to adjust our sales, marketing,
engineering, service and support, manufacturing and administrative expenses to
reflect our anticipated business volume. We may also invest in complementary
products, license technology or make acquisitions. Thereafter, we may need
additional funds for more rapid expansion of our business, unexpected
expenditures or operating losses, responding to competitive pressures,
developing new products and enhancements to our current products, or acquiring
technologies or businesses. 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 No. 133, "Accounting for Derivative
Instruments and Hedging Activities." In June 1999, the FASB issued SFAS No. 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
No. 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 did not have a material impact on
our financial position or our results of operations.

     In July 2001, the Financial Accounting Standards Board ("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. We believe that the adoption of SFAS 141 will not have a
significant impact on our financial statements.

                                        15
<PAGE>

     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. We currently do not carry goodwill
in our financial statements and do not believe that the adoption of SFAS 142
will have a material impact on our financial statements.

     On October 3, 2001, the FASB issued SFAS No. 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 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 $89.4 million since we began doing business
in 1983 through September 28, 2001, and we may never achieve or sustain
profitability. We incurred a net loss of $9.9 million for the six month ended
September 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 29, 2002. 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 manufacturers;

     - 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;
                                        16
<PAGE>

     - 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.

     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 12 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 September 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 six-months ended September 28, 2001 as compared to three and
six-months ended September 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 AND WE MAY NEED TO RESTRUCTURE OUR ORGANIZATION.

     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.

     In response to changes in industry and market conditions we have
restructured, and may continue to restructure, our activities to more
strategically align our resources and improve our operational efficiency. Our
restructuring plan was based on certain assumptions regarding the cost structure
of our business and the nature of our industry which may not prove to be
accurate. We implemented a workforce reduction of 28 employees, or approximately
35 percent, in all areas of the company on October 12, 2001. We cannot ensure
that our restructuring plan will result in sufficient cost reduction in light of
current conditions or that we will not be required to adjust our restructuring
plan. These restructuring actions may result in cash and/or non-cash charges,
which could adversely affect our business, results of operations and financial
condition.

 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.

                                        17
<PAGE>

     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.

 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 an announced estimated aggregate value through
November 2002 of approximately $68 million. 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
$15.2 million 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 "Subsequent events"
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
September 28, 2001, 88.2% of our net revenues were derived from ten customers,
with sales to two customers, Beijing Telecom and Telepak Inc. comprising
approximately 32.1% and 24.0%, respectively. In the six months ended September
28, 2001, 77.9% of our net revenues were from ten customers, with sales to three
customers Beijing Telecom, Telepak Inc. and Qwest, comprising 15.7%, 11.7% and
10.7%, 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
                                        18
<PAGE>

histories, larger installed customer bases, substantially greater name
recognition and more financial, technical, 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 our selling prices 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 will
continue to decline for the foreseeable future. If we cannot offset declines in
selling prices by increasing our sales volumes, introducing new products with
higher prices 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.

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

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

     Any one of our repeater products is generally produced by only one of our
contract manufacturers. We do not have long-term supply contracts with our
contract manufacturers, 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 manufacturers 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 manufacturers, we could incur significant expenses and experience
substantial disruption to our business.

 OUR CONTRACT MANUFACTURERS' 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 manufacturers currently utilize 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
manufacturers have 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 manufacturers 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 to our contract manufacturers 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.

                                        19
<PAGE>

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

     Our contracts with manufacturers require 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, the Company's cost of revenue included
$2.4 million related to inventory valuation allowance for excess and obsolete
inventory.

     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 manufacturers. 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 manufacturers 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 PLAN TO EXPAND FURTHER INTO INTERNATIONAL MARKETS, WHICH WILL SUBJECT US TO
 ADDITIONAL BUSINESS RISKS.

     A significant portion of our sales efforts has been and will continue to be
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.

     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
                                        20
<PAGE>

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 September 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. 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.

                                        21
<PAGE>

 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.

 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 product. 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.

 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.

                                        22
<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

                                        23
<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. While we believe that the plaintiffs'
claims are without merit and intend to vigorously defend ourselves against these
allegations, we cannot predict the ultimate outcome of the lawsuits.

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

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 six months ended September 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

                                        24
<PAGE>

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 September 28, 2001, approximately 1.2% 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 September 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 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.

     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. In the stockholder derivative action, the
plaintiffs allege 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; claim fraud, intentional and negligent
misrepresentation, and breach of fiduciary duty; and request damages and
attorney's fees. We believe that the plaintiff's claims are without merit 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 $1.9 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 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 $1.9 million at September 28, 2001)
immediately due and payable. We received a waiver for this covenant violation
and

                                        25
<PAGE>

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 installments.

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

     We held our annual meeting of stockholders on August 23, 2001. The
following actions were voted upon at such meeting:

<Table>
<Caption>
                                           AFFIRMATIVE   NEGATIVE   WITHHELD                  BROKER
                                              VOTES       VOTES      VOTES     ABSTENTIONS   NON-VOTES
                                           -----------   --------   --------   -----------   ---------
<S>                                        <C>           <C>        <C>        <C>           <C>
1. Election of two directors to hold
   office until the 2004 annual meeting
   of stockholders:
     John E. Bosch.......................  19,198,413         --     51,269         --          --
     Richard G. Grey.....................  19,198,413         --     51,269         --          --
2. Ratification of the appointment of
   PricewaterhouseCoopers LLP as
   independent auditors of the Company
   for its fiscal year ending March 29,
   2002..................................  19,191,933     57,373         --        376          --
</Table>

ITEM 5.  OTHER INFORMATION

     Not applicable.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

     (a) Exhibits

<Table>
<Caption>
        EXHIBIT
        NUMBER                             DESCRIPTION
        -------                            -----------
        <S>        <C>
        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 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.
        10.2       1990 Incentive Stock Plan and forms of offering documents.
        10.11      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.

                                        26
<PAGE>

(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.

     (b) Reports on Form 8-K

     No reports on Form 8-K were filed during the three months ended September
28, 2001.

                                        27
<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: November 13, 2001

                                        28
<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.
10.2        1990 Incentive Stock Plan and forms of offering documents.
10.11       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.

                                        29