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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



---



FORM 10-Q



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

| |  | EXCHANGE ACT OF 1934
| |  | --------------------



| |  | For the quarterly period ended March 31, 2003
| |  | ---------------------------------------------



OR



| ̈ |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
|- |  | -------------------------------------------------------------------

| |  | EXCHANGE ACT OF 1934
| |  | --------------------



| |  | For the transition period from to
| |  | ---------------------------------



000-31635

(Commission file number)



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ENDWAVE CORPORATION

(Exact name of registrant as specified in its charter)



|Delaware                 |  | 95-4333817                          
|------------------------ |  | ------------------------------------
|(State of incorporation) |  | (I.R.S. Employer Identification No.)



|990 Almanor Avenue, Sunnyvale, CA        |  | 94085     
|---------------------------------------- |  | ----------
|(Address of principal executive offices) |  | (Zip code)



(408)
522-3100

(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 period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes  x  No ̈.



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



The number of
shares of the registrants Common Stock outstanding as of April 30, 2003 was 9,076,988 shares.



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ENDWAVE
CORPORATION



INDEX



|           |  |                                                                                                 |  | Page
|---------- |  | ----------------------------------------------------------------------------------------------- |  | ----
|          
|PART I.    |  | FINANCIAL INFORMATION                                                                           |  |     
|          
|Item 1.    |  | Financial Statements                                                                            |  | 3   
|          
|           |  | Condensed Balance Sheets as of March 31, 2003 (unaudited) and December 31, 2002                 |  | 3   
|          
|           |  | Unaudited Condensed Statements of Operations for the three months ended March 31, 2003 and 2002 |  | 4   
|          
|           |  | Unaudited Condensed Statements of Cash Flows for the three months ended March 31, 2003 and 2002 |  | 5   
|          
|           |  | Notes to Condensed Financial Statements                                                         |  | 6   
|          
|Item 2.    |  | Managements Discussion and Analysis of Financial Condition and Results of Operations           |  | 12  
|          
|Item 3.    |  | Qualitative and Quantitative Disclosure about Market Risk                                       |  | 15  
|          
|Item 4.    |  | Controls and Procedures                                                                         |  | 15  
|          
|PART II.   |  | OTHER INFORMATION                                                                               |  |     
|          
|Item 6.    |  | Exhibits and Reports on Form 8-K                                                                |  | 16  
|          
|SIGNATURES |  | 18                                                                                             
|          
|EXHIBITS   |  | 21                                                                                             



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PART I.
FINANCIAL INFORMATION



Item 1. Financial Statements



ENDWAVE CORPORATION

CONDENSED BALANCE SHEETS

(In thousands, except share amounts)



|                                                                                                                               |  | March 31, 2003 |          |   | December 31, 2002 |  
|------------------------------------------------------------------------------------------------------------------------------ |  | -------------- | -------- | - | ----------------- | -
|                                                                                                                               |  | (unaudited)    |          |   | (1)               |  
|ASSETS                                                                                                                         |  |                |          |   |                   |  
|Current assets:                                                                                                                |  |                |          |   |                   |  
|Cash and cash equivalents                                                                                                      |  | $              | 16,283   |   |                   | $
|Restricted cash                                                                                                                |  |                | 1,560    |   |                   |  
|Short-term investments                                                                                                         |  |                | 11,180   |   |                   |  
|Accounts receivable, net                                                                                                       |  |                | 5,316    |   |                   |  
|Inventories                                                                                                                    |  |                | 9,732    |   |                   |  
|Other current assets                                                                                                           |  |                | 518      |   |                   |  
|                                                                                                                               |  |                |          |   |                   |  
|Total current assets                                                                                                           |  |                | 44,589   |   |                   |  
|Property, plant and equipment, net                                                                                             |  |                | 9,572    |   |                   |  
|Other assets, net                                                                                                              |  |                | 148      |   |                   |  
|                                                                                                                               |  |                |          |   |                   |  
|                                                                                                                               |  | $              | 54,309   |   |                   | $
|                                                                                                                               |  |                |          |   |                   |  
|LIABILITIES AND STOCKHOLDERS
EQUITY                                                                                           |  |                |          |   |                   |  
|Current liabilities:                                                                                                           |  |                |          |   |                   |  
|Accounts payable                                                                                                               |  | $              | 1,000    |   |                   | $
|Accounts payable to affiliates                                                                                                 |  |                | 1,082    |   |                   |  
|Accrued warranty                                                                                                               |  |                | 5,662    |   |                   |  
|Accrued compensation and other liabilities                                                                                     |  |                | 2,200    |   |                   |  
|Capital lease obligations, current portion                                                                                     |  |                | 884      |   |                   |  
|Notes payable, current                                                                                                         |  |                | 497      |   |                   |  
|Other current liabilities                                                                                                      |  |                | 532      |   |                   |  
|                                                                                                                               |  |                |          |   |                   |  
|Total current liabilities                                                                                                      |  |                | 11,857   |   |                   |  
|Capital lease obligations, less current portion                                                                                |  |                | 51       |   |                   |  
|Notes payable, less current portion                                                                                            |  |                | 656      |   |                   |  
|Other long-term liabilities                                                                                                    |  |                | 159      |   |                   |  
|Commitments and contingencies                                                                                                  |  |                |          |   |                   |  
|Stockholders equity:                                                                                                          |  |                |          |   |                   |  
|Convertible preferred stock $0.001 par value; 27,000,000 shares authorized and none
issued and outstanding                     |  |                |         |   |                   |  
|Common stock, $0.001 par value per share; 100,000,000 authorized, 9,014,661 and
9,014,661 issued and outstanding, respectively |  |                | 9        |   |                   |  
|Additional paid-in capital                                                                                                     |  |                | 302,116  |   |                   |  
|Deferred stock compensation                                                                                                    |  |                | (779     | ) |                   |  
|Accumulated other comprehensive (loss)                                                                                         |  |                | (27      | ) |                   |  
|Accumulated deficit                                                                                                            |  |                | (259,654 | ) |                   |  
|Treasury stock, at cost, 39,150 shares held at March 31, 2003                                                                  |  |                | (79      | ) |                   |  
|                                                                                                                               |  |                |          |   |                   |  
|Total stockholders equity                                                                                                     |  |                | 41,586   |   |                   |  
|                                                                                                                               |  |                |          |   |                   |  
|                                                                                                                               |  | $              | 54,309   |   |                   | $
|                                                                                                                               |  |                |          |   |                   |  



|(1) |  | Derived from the Companys audited financial statements as of December 31, 2002
|--- |  | -------------------------------------------------------------------------------

See accompanying notes.



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ENDWAVE
CORPORATIO
N

CONDENSED STATEMENTS OF OPERATIONS

(In thousands, except share and per share amounts)

(unaudited)



|                                                                      |  | Three Months Ended March 31, |          
|--------------------------------------------------------------------- |  | ---------------------------- | ---------
|                                                                      |  | 2003                         |          
|Revenues:                                                             |  |                              |          
|Product revenues ($65 and $459 from affiliates, respectively)         |  | $                            | 7,597    
|Development fees                                                      |  |                              | 60       
|                                                                      |  |                              |          
|Total revenues                                                        |  |                              | 7,657    
|                                                                      |  |                              |          
|Costs and expenses:                                                   |  |                              |          
|Cost of product revenues ($18 and $131 from affiliates, respectively) |  |                              | 7,002    
|Research and development                                              |  |                              | 1,102    
|Selling, general and administrative                                   |  |                              | 2,508    
|Restructuring charge                                                  |  |                              |         
|Amortization of deferred stock compensation*                          |  |                              | 512      
|Loss on building sublease                                             |  |                              | 662      
|Impairment of long-lived assets                                       |  |                              | 2,409    
|                                                                      |  |                              |          
|Total costs and expenses                                              |  |                              | 14,195   
|                                                                      |  |                              |          
|Loss from operations                                                  |  |                              | (6,538   
|Interest and other income, net                                        |  |                              | 65       
|                                                                      |  |                              |          
|Net loss                                                              |  | $                            | (6,473   
|                                                                      |  |                              |          
|Basic and diluted net loss per share                                  |  | $                            | (0.72    
|Shares used in computing of basic and diluted net loss per share      |  |                              | 9,014,661
|                                                                     
|* Amortization of deferred stock compensation                         |  |                              |          
|Cost of product revenues                                              |  | $                            | 113      
|Research and development                                              |  |                              | 166      
|Selling, general and administrative                                   |  |                              | 233      
|                                                                      |  |                              |          
|                                                                      |  | $                            | 512      
|                                                                      |  |                              |          



See
accompanying notes.





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ENDWAVE
CORPORATION

CONDENSED STATEMENTS OF CASH FLOWS

(In thousands)

(unaudited)



|                                                                            |  | Three Months Ended March 31, |       
|--------------------------------------------------------------------------- |  | ---------------------------- | ------
|                                                                            |  | 2003                         |       
|Operating activities:                                                       |  |                              |       
|Net loss                                                                    |  | $                            | (6,473
|Adjustments to reconcile net loss to net cash used by operating
activities: |  |                              |       
|Depreciation                                                                |  |                              | 777   
|Impairment of long-lived assets                                             |  |                              | 2,409 
|Amortization of deferred stock compensation                                 |  |                              | 512   
|Restructuring charge                                                        |  |                              |      
|Loss on building sublease                                                   |  |                              | 662   
|Changes in operating assets and liabilities:                                |  |                              |       
|Accounts receivable, net                                                    |  |                              | (1,215
|Inventories                                                                 |  |                              | 2,052 
|Other current assets                                                        |  |                              | 200   
|Accounts payable                                                            |  |                              | (9    
|Accounts payable, related parties                                           |  |                              | 53    
|Accrued liabilities                                                         |  |                              | (81   
|                                                                            |  |                              |       
|Net cash used in operating activities                                       |  |                              | (1,113
|                                                                            |  |                              |       
|Investing activities:                                                       |  |                              |       
|Purchases of property and equipment                                         |  |                              | (45   
|Proceeds on sale (purchases) of short-term investments                      |  |                              | 8,663 
|                                                                            |  |                              |       
|Net cash provided by (used in) investing activities                         |  |                              | 8,618 
|                                                                            |  |                              |       
|Financing activities:                                                       |  |                              |       
|Principal payments under capital lease obligations                          |  |                              | (324  
|Payment of note payable                                                     |  |                              | (122  
|Purchase of treasury stock                                                  |  |                              |      
|Proceeds from exercises of stock options                                    |  |                              |      
|                                                                            |  |                              |       
|Net cash used in financing activities                                       |  |                              | (446  
|                                                                            |  |                              |       
|Net change in cash and cash equivalents                                     |  |                              | 7,059 
|Cash and cash equivalents at beginning of period                            |  |                              | 9,224 
|                                                                            |  |                              |       
|Cash and cash equivalents at end of period                                  |  | $                            | 16,283
|                                                                            |  |                              |       
|Supplemental cash flow information:                                         |  |                              |       
|Cash paid for interest                                                      |  | $                            | 41    
|                                                                            |  |                              |       



See
accompanying notes.



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ENDWAVE CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS

(unaudited)



1. Unaudited Interim Financial Information



The accompanying unaudited condensed financial statements of Endwave Corporation (the Company) have been prepared in
conformity with generally accepted accounting principles and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not contain all of the information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of management, the accompanying unaudited condensed financial statements reflect all adjustments, consisting of normal recurring accruals, considered necessary for a fair presentation of
the results of the interim periods presented. Operating results for the periods presented are not necessarily indicative of the results that may be expected for the year ending December 31, 2003. These condensed financial statements should be read
in conjunction with the Companys audited financial statements for the year ended December 31, 2002. The balance sheet at December 31, 2002 has been derived from the audited financial statements at that date but does not include all of the
information and footnotes required by generally accepted accounting principles for complete financial statements.



All share and per-share amounts have been restated to reflect the 1 for 4 reverse stock split effected July 2002.



2. Summary of Significant Accounting Policies



Revenue Recognition



The Companys customers are primarily wireless systems
integrators and equipment manufacturers who integrate the Companys products into their products. The Company recognizes product revenue at the time title passes, which is upon product shipment or when the product is withdrawn from a
consignment location. Revenues related to product sales are recognized in accordance with SEC Staff Accounting Bulletin No. 101, Revenue Recognition in Financial Statements (SAB 101), when: (1) there is persuasive evidence that an
arrangement exists, (2) delivery has occurred or services have been rendered, (3) the sellers price to the buyer is fixed or determinable, and (4) collectibility is reasonably assured. There are no typically significant acceptance requirements
or post-shipment obligations on the part of the Company. The Company recognizes development fees ratably over the estimated term of the development period or when specific milestones are achieved. Up-front fees, if any, associated with development
agreements are recognized over the estimated development and production period. In no event are revenues recognized prior to becoming payable by the customer. The costs incurred under these agreements are included in research and development
expenses.



Warranty



The warranty periods for the Companys products are
generally between one and three years from date of shipment. The Company provides for estimated warranty expense at the time of shipment. While the Company engages in product quality programs and processes, including actively monitoring and
evaluating the quality of component suppliers, its warranty obligation is affected by product failure rates, material usage, and service delivery costs incurred in correcting a product failure. Should actual product failure rates, material usage, or
service delivery costs differ from the estimates, revisions to the estimated warranty accrual and related costs may be required.



Allowance for Doubtful Accounts



The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make required
payments. The Company provides an allowance for specific customer accounts where collection is doubtful and also provides a general allowance for other accounts based on historical collection and write-off experience. If the financial condition of
customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required.



Cash Equivalents and Short-Term Investments



The Company invests its excess cash primarily in highly liquid investment grade commercial paper and money market accounts with United
States banks and in short-term investments.



The
Company considers all highly liquid investments with maturity of 90 days or less when purchased to be cash equivalents. Investments with maturities between 90 days and one year are classified as short-term investments available-for-sale and are
carried at fair value with unrealized gains and losses included in accumulated other comprehensive



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income (loss) in
stockholders equity. If the fair value of a security is below its carrying value for each trading day for six consecutive months or if its decline is due to a significant adverse event, the impairment is considered to be other-than-temporary.
Other-than-temporary declines in fair value of short-term marketable securities are charged against other income.



Restricted Cash



The Company refinanced some of its capital leases during 2002 to take advantage of the low interest rate environment. The restricted cash
is a compensating balance to the notes payable with a major bank and is in an interest-bearing note. The amount restricted declines as the Company pays it monthly obligation of principal and interest. The interest rate on the note payable is 25
basis points above LIBOR rates and is set quarterly.



Inventories



Inventories
are stated at the lower of standard cost or market (net realizable value). Standard costs approximate average actual costs. The Company uses a standard cost accounting system to value inventory and these standards are reviewed at a minimum of once a
year. The Company provides for the inventory value for estimated excess and obsolete inventory, based on managements assessment of future demand and market conditions. If actual future demand or market conditions are less favorable than those
projected by management, additional inventory write-downs may be required.



Property, Plant and Equipment



Property, plant and equipment is stated at cost. Depreciation is computed on a straight-line basis over the useful lives of the assets, ranging from three to thirty years.



|                        |  | Depreciable Life
|----------------------- |  | ----------------
|Buildings               |  | 30 years        
|Software                |  | 3 years         
|Leasehold improvements  |  | 3 years         
|Machinery and equipment |  | 5 to 7 years    



Accounting for the
Impairment of Long-Lived Assets



Long-lived
assets are reviewed for impairment when events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting
from the use of the asset and its eventual disposition. In the event that such cash flows are not expected to be sufficient to recover the carrying amount of the assets, the assets are written down to their estimated fair values.



Income Taxes



Income taxes have been provided using the liability method.
Deferred tax assets and liabilities are determined based on the differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are
expected to reverse.



The Company was formed
through the merger of TRW Milliwave into Endgate Corporation. The merger of TRW Milliwave with and into Endgate was accomplished through a tax-free reorganization under the Internal Revenue Code. As such, Endgates and TRW Milliwaves tax
bases in their assets and liabilities carried over to the Company with no step-up in basis. Therefore, the amortization of intangible assets resulting from the merger, including goodwill, is not deductible for tax purposes. Since inception, Endgate
incurred net losses and therefore generated significant net operating loss carry-forwards. These carry-forwards were not reflected on Endgates balance sheet as an asset because they were fully reserved due to uncertainty about Endgates
ability to utilize these loss carryforwards. The merger with TRW Milliwave imposed limitations on the combined companys ability to utilize these pre-existing net operating loss carryforwards. Generally accepted accounting principles require
that deferred tax liabilities be recorded for identifiable intangible assets acquired in a business combination accounted for as a purchase. The deferred tax asset related to net operating loss carryforwards is greater than the deferred tax
liabilities related to the identifiable intangible assets acquired. A valuation allowance has been provided to eliminate the net deferred tax asset because ultimate realization is uncertain. Because TRW Milliwave was a wholly-owned subsidiary of
TRW, and therefore part of the consolidated TRW tax return prior to merging with Endgate, TRW was able to utilize TRW Milliwaves net operating losses in the consolidated income tax return of TRW for periods prior to March 31, 2000, leaving TRW
Milliwave with no net operating loss carryforwards.





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Stock-Based Compensation



In accordance with the provisions of
Statement of Financial Accounting Standards (SFAS) No. 123, Accounting for Stock-Based Compensation (SFAS 123) and SFAS No. 148 Accounting for Stock-Based CompensationTransition and Disclosure,
(SFAS 148), the Company applies Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees (APB 25) and related interpretations in accounting for its stock option plans
and stock purchase plan. Accordingly, the Company does not recognize compensation cost for stock options to employees granted at fair market value.



For purposes of pro forma disclosures, the estimated fair value of the options is amortized to expense over the options vesting
period, and the estimated fair value of purchases under the employee stock purchase plan is expensed in the year of purchase as well as the stock-based employee compensation cost, net of related tax effects, that would have been included in the
determination of net income if the fair value based method had been applied to all awards. The effects on pro forma disclosure of applying SFAS No. 123 are not likely to be representative of the effects on pro forma disclosure of future years.



The Black-Scholes option valuation model was
developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions including the expected stock price
volatility. Because the Companys employee stock options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in
managements opinion, the existing models do not necessarily provide a reliable single measure of its employee stock options.



|                                                                                                                                            |  | Three Months Ended March 31, |       
|------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------- | ------
|                                                                                                                                            |  | 2003                         |       
|Net income, as reported                                                                                                                     |  | $                            | (6,473
|Add: Stock-based employee compensation expense included in reported net income, net of
related tax effects                                  |  |                              | 512   
|Deduct: Total stock-based employee compensation expense determined under fair value
based method for all awards, net of related tax effects |  |                              | (1,483
|Net loss applicable to common stockholders, pro forma                                                                                       |  |                              | (7,444
|                                                                                                                                           
|Earnings per share:                                                                                                                         |  |                              |       
|Basic and diluted net loss per share, as reported                                                                                           |  | $                            | (0.72 
|Basic and diluted net loss per share, pro forma                                                                                             |  |                              | (0.84 





In connection with the grant of stock options to employees prior to the initial public offering, Endwave recorded deferred stock
compensation within stockholders equity of approximately $20,218,000, representing the difference between the deemed fair value of the common stock for financial statement presentation purposes and the option exercise price of these options at
the date of grant. Deferred stock compensation is amortized using the graded vesting method over the vesting period of the related options, generally four years. For employees that were terminated, the associated deferred compensation was reversed.
The Company amortized approximately $512,000 and $1.2 million, for the three months ended March 31, 2003 and 2002, respectively.



Use of Estimates in the Preparation of Financial Statements



The preparation of financial statements in conformity with accounting principles generally accepted in the
United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.



Research and Development Expenses



Research and development expenses are charged to operating
expenses as incurred.



Financial Instruments and Concentration
of Risk



The estimated fair values of cash,
investments, accounts receivable, accounts payable and accrued expenses approximate their carrying value because of the short term nature of these instruments or the stated interest rates are indicative of market interest rates. Financial
instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash, investments and trade accounts receivable.





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The Company
sells its products primarily to wireless systems integrators and equipment manufacturers. The Company performs ongoing credit evaluations of its customers and generally does not require collateral. The Company maintains reserves for potential credit
losses and such losses have historically been immaterial and within managements expectations. Concentrations of credit risk with respect to trade accounts receivable are due to the few number of entities comprising the Companys customer
base. The Company does not require collateral for trade accounts receivable, and, therefore, the Company could record losses up to $5.3 million as of March 31, 2003 if all of these customers fail to pay.



The Company does not own or operate a semiconductor
fabrication facility and relies on the semiconductor fabrication facilities of Velocium and other third parties to manufacture substantially all of the gallium arsenide and other semiconductor devices incorporated in its products. The loss of the
Companys relationship with any of these third parties or the Companys use of their semiconductor fabrication facilities, particularly Velociums facility, and any resulting delay or reduction in the supply of gallium arsenide
devices, could impact the Companys ability to fulfill customer orders and could damage its relationships with customers. In connection with the merger with TRW Milliwave, the Company entered into a supply agreement for these devices with TRW,
which was subsequently renewed with Velocium, a former wholly-owned subsidiary of TRW that is now an operating unit of Northrop Grumman Space & Mission Systems. The Company expects to obtain a substantial portion of needed gallium arsenide
devices from Velocium in the foreseeable future. The commercial terms of this agreement were renegotiated in March 2002 and the agreement expires December of 2005.



The Company may not be successful in forming alternative supply arrangements that provide a sufficient supply
of gallium arsenide devices. Because there are limited numbers of third-party semiconductor fabrication facilities that use the particular process technologies the Company uses for its products and that have sufficient capacity to meet its needs,
using alternative or additional third-party semiconductor fabrication facilities would require an extensive qualification process that could prevent or delay product shipments. Because the Company does not own or control any of these third party
semiconductor suppliers, any change in the corporate structure or ownership of the corporations that own these foundries could have a negative effect on future relationships and ability to negotiate favorable supply agreements.



3. Restructuring Charge



As a result of a continued decline in overall economic
conditions and further reductions in capital spending by telecommunications service providers, on February 28, 2002, the Company announced a restructuring plan designed to reduce operating expenses in order to further align resources with long-term
growth opportunities.



During the first quarter
of 2002, the Company recorded a restructuring charge of $3.5 million (the First Quarter 2002 Plan), the components of which were $1.1 million for severance payments, $310,000 for lease cancellations, and a non cash charge of $2.1 million
for excess equipment, offset by a $142,000 adjustment for excess severance benefits. During the twelve months ended December 31, 2002, the Company eliminated 107 positions and made cash payments of $1.0 million under the First Quarter 2002 Plan. Of
the 107 positions that were eliminated, 67 were in operations, 33 were in engineering and 7 were in sales, general and administration. Below is a table summarizing activity relating to the First Quarter 2002 Plan (in thousands):



|First Quarter 2002 Plan                 |  | Severance Benefits |        |   | Fixed Assets |   |        | Lease Cancellations and Other Exit Costs |  |   | Total |  
|--------------------------------------- |  | ------------------ | ------ | - | ------------ | - | ------ | ---------------------------------------- |  | - | ----- | -
|First quarter 2002 restructuring charge |  | $                  | 1,159  |   |              | $ | 2,057  |                                          |  | $ | 310   |  
|Settlement of contractual obligations:  |  |                    |        |   |              |   |        |                                          |  |   |       |  
|Cash payment                            |  |                    | (1,012 | ) |              |   |       |                                          |  |   | (55   | )
|Non cash amount for excess equipment    |  |                    |       |   |              |   | (2,429 | )                                        |  |   |      |  
|Cash proceeds from equipment sale       |  |                    |       |   |              |   | 372    |                                          |  |   |      |  
|Adjustment                              |  |                    | (142   | ) |              |   |       |                                          |  |   |      |  
|                                        |  |                    |        |   |              |   |        |                                          |  |   |       |  
|December 31, 2002                       |  | $                  | 5      |   |              | $ |       |                                          |  | $ | 255   |  
|                                        |  |                    |        |   |              |   |        |                                          |  |   |       |  
|Cash payment                            |  |                    | (3     | ) |              |   |       |                                          |  |   | (20   | )
|Balance at March 31, 2003               |  | $                  | 2      |   |              | $ |       |                                          |  | $ | 235   |  
|                                        |  |                    |        |   |              |   |        |                                          |  |   |       |  
|Current                                 |  | $                  | 2      |   |              | $ |       |                                          |  | $ | 76    |  
|Noncurrent                              |  |                    |       |   |              |   |       |                                          |  |   | 159   |  
|                                        |  |                    |        |   |              |   |        |                                          |  |   |       |  
|                                        |  | $                  | 2      |   |              | $ |       |                                          |  | $ | 235   |  
|                                        |  |                    |        |   |              |   |        |                                          |  |   |       |  



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During the
third quarter of 2002, the Company recorded a restructuring charge of $4.9 million (the Third Quarter 2002 Plan), the components of which were $1.8 million for severance payments and a non-cash charge of $3.1 million for excess
equipment. During the third and fourth quarters, the Company eliminated 102 positions and made cash payments of $1.1 million under the Third Quarter 2002 Plan. Of the 102 positions that were eliminated, 77 were in operations, 14 were in engineering
and 11 were in sales, general and administration. The Company executed the Third Quarter 2002 Plan by the end of 2002, and severance payments will be substantially complete by the end of 2003. Below is a table summarizing activity relating to the
Third Quarter 2002 Plan (in thousands):



|Third Quarter 2002 Plan                 |  | Severance Benefits |        |   | Fixed Assets |   |        | Total | 
|--------------------------------------- |  | ------------------ | ------ | - | ------------ | - | ------ | ----- | 
|Third quarter 2002 restructuring charge |  | $                  | 1,750  |   |              | $ | 3,109  |       | 
|Settlement of contractual obligations:  |  |                    |        |   |              |   |        |       | 
|Cash payments                           |  |                    | (1,057 | ) |              |   |       |       | 
|Non cash amount for excess equipment    |  |                    |       |   |              |   | (3,120 | )     | 
|Cash proceeds from equipment sale       |  |                    |       |   |              |   | 11     |       | 
|                                        |  |                    |        |   |              |   |        |       | 
|December 31, 2002                       |  | $                  | 693    |   |              | $ |       |       | 
|                                        |  |                    |        |   |              |   |        |       | 
|Cash payment                            |  |                    | (239   | ) |              |   |        |       | 
|Balance at March 31, 2003               |  | $                  | 454    |   |              | $ |       |       | 
|                                        |  |                    |        |   |              |   |        |       | 
|Current                                 |  | $                  | 454    |   |              | $ |       |       | 
|Noncurrent                              |  |                    |       |   |              |   |       |       | 
|                                        |  |                    |        |   |              |   |        |       | 
|                                        |  | $                  | 454    |   |              | $ |       |       | 
|                                        |  |                    |        |   |              |   |        |       | 



5. Inventories



Inventories are stated at the lower of cost
(on a first-in, first-out basis) or market and are comprised of the following (in thousands):



|                |  | March 31, 2003 |       | December 31, 2002
|--------------- |  | -------------- | ----- | -----------------
|Raw materials   |  | $              | 9,328 |                  
|Work in process |  |                | 196   |                  
|Finished goods  |  |                | 208   |                  
|                |  |                |       |                  
|                |  | $              | 9,732 |                  
|                |  |                |       |                  



6. Property, plant
and equipment



Property, plant and equipment
consists of the following (in thousands):



|                                               |  | March 31, 2003 |        |   | December 31, 2002 |  
|---------------------------------------------- |  | -------------- | ------ | - | ----------------- | -
|Land                                           |  | $              | 391    |   |                   | $
|Building                                       |  |                | 3,951  |   |                   |  
|Software                                       |  |                | 542    |   |                   |  
|Leasehold improvements                         |  |                | 176    |   |                   |  
|Machinery and equipment                        |  |                | 11,755 |   |                   |  
|                                               |  |                |        |   |                   |  
|                                               |  |                | 16,815 |   |                   |  
|Less accumulated depreciation and amortization |  | $              | (7,243 | ) |                   | $
|                                               |  |                |        |   |                   |  
|Property, plant and equipment, net             |  | $              | 9,572  |   |                   | $
|                                               |  |                |        |   |                   |  



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7. Notes Payable



On May 29, 2002, the Company obtained a
loan, secured by fixed assets, in the amount of $1.5 million from U.S. Bancorp Finance Inc. This loan has a term of 3 years, and has a variable interest rate. The rate is 25 basis points above LIBOR and is set quarterly. The weighted average cost of
the debt is approximately 2% for the three months ended March 31, 2003.



8. Guarantees



The
Company typically offers a one to two year warranty for all of its products. The specific terms and conditions of those warranties vary depending upon the product sold and the specific customer agreement. The Company estimates the costs that may be
incurred under its warranty, and records a liability in the amount of such costs at the time product revenue is recognized. The Companys product warranty accrual reflects managements best estimate of probably liability. Management
determines the warranty based on historical experience and other current available evidence. The Company periodically assesses the adequacy of its recorded warranty liabilities and adjusts the amounts as necessary.



Warranty accrual for the three-month period ended March 31,
2003 was as follows (in thousands):



|Balance as of December 31, 2002                       |  | $ | 5,583 |  
|----------------------------------------------------- |  | - | ----- | -
|Accrual                                               |  |   | 110   |  
|Settlements/payments                                  |  |   | (49   | )
|Adjustment related to completion of warranty programs |  |   | 18    |  
|                                                      |  |   |       |  
|Balance as of March 31, 2003                          |  | $ | 5,662 |  
|                                                      |  |   |       |  



9. Impairment of
Property, Plant and Equipment



The Company
evaluates the carrying value of property, plant and equipment, whenever certain events or changes in circumstances indicate that the carrying amount of these assets may not be recoverable. Such events or circumstances include, but are not limited
to, a prolonged industry downturn, or a significant reduction in projected future cash flows. Based on its evaluation performed in the first quarter of 2003, the Company recorded a charge of $2.4 million to reduce manufacturing equipment based on
the amounts by which the carrying value of these assets exceeded their fair value. The evaluation took into consideration the move of production to the Companys offshore supplier, which increased in the first quarter of 2003, and is expected
to continue to increase through the end of 2003. The Companys estimate of the fair value of the assets was based on estimated salvage value. The assets are currently held for sale.



10. Net Loss Per Share



Basic net loss per share is computed by dividing the net loss applicable to common stockholders for the period by the weighted average
number of shares of common stock outstanding during the period.



Common equivalent shares from the assumed exercise of stock options, warrants and convertible securities have been excluded from the net loss per share calculations as their effect would be anti-dilutive due to the Companys
reported net loss.



11. Comprehensive Income (Loss)



The Company had $40,000 of other
comprehensive income in the three months ended March 31, 2003 resulting from unrealized gains on its available for sale investments. There were no other items of other comprehensive income (loss) during the three months ended March 31, 2003.



11



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12. Segment Disclosures



The Company operates in a single segment.
The Companys product sales by geographic location for the three months ended March 31, 2003 and 2002 were as follows (in thousands and as a percentage of net sales):



|              |  | Three Months Ended March 31, |      
|------------- |  | ---------------------------- | -----
|              |  | 2003                         |      
|United States |  | $                            | 1,637
|Finland       |  |                              | 4,756
|Italy         |  |                              | 763  
|Other         |  |                              | 501  
|              |  |                              |      
|Total         |  | $                            | 7,657
|              |  |                              |      



For the
three months ended March 31, 2003, Nokia, Siemens AG and DMC Stratex accounted for 62%, 10% and 10% of total sales listed above, respectively. Nokia, located in Finland, was the only customer in Finland in 2003 and 2002. No other customer accounted
for more than 10% of the Companys revenues in the aggregate or in the three geographical areas listed above.



13. Treasury Stock



In January 2002, the Company announced a plan to repurchase up to an aggregate of 750,000 shares of the companys common stock. The
repurchases will be made from time to time on the open market at prevailing market prices or in negotiated transactions off the market. During the three months ended March 31, 2003 the Company did not repurchase any shares and during the three
months ended March 31, 2002, the Company repurchased 17,125 shares for $54,000 under this repurchase program. To date, 39,150 shares have been repurchased for $79,000. Treasury stock is carried at cost in the condensed balance sheets.



14. Subsequent Events



On May 13, 2003, the Company announced the acquisition of
certain assets of Verticom, Inc. The asset purchase included the product design for Verticoms MTS-2000 synthesizer, which is used in a military and defense application, as well as the inventory, equipment and intellectual property licenses
required to manufacture and supply production units to a new Endwave customer.



15. Commitments and Contingencies



From time to time, the Company may be subject to legal proceedings and claims in the ordinary course of business. These claims, even if not meritorious, could result in the expenditure of significant financial and other
resources. The Company is not currently aware of any legal proceedings or claims, and management does not believe that the Company is subject to claims that would constitute material contingencies.



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



This Managements Discussion and Analysis of Financial Condition and Results of Operations contained in this report on Form 10-Q
contains forward-looking statements that involve risks and uncertainties, including statements regarding our expectations, beliefs, intentions or strategies regarding the future. The following discussion should be read together with our financial
statements and notes to those financial statements included elsewhere in this Form 10-Q. All forward-looking statements included in this report are based on information available to us on the date hereof, and we assume no obligation to update any
such forward-looking statements. Our actual results could differ materially from those described in our forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements. In the past, our operating
results have fluctuated and are likely to continue to fluctuate in the future.



The following discussion should be read together with our financial statements, and notes to those financial statements, included elsewhere in this Form 10-Q, as well as the information contained under
Managements Discussion



12



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and Analysis of Financial Condition and Results of Operations and our financial statements and the notes
thereto in our Annual Report on Form 10-K for the year ended December 31, 2002.



The rapid and severe downturn for the United States economy and the telecommunications industry beginning in late 2000 has reduced the demand for our customers products and by extension our
products. In addition to the weak domestic economic environment, the worldwide telecommunications market is experiencing reduced demand. This decreased demand has led to fluctuating order forecasts from many of our customers. There can be no
certainty as to the degree of the severity or duration of this economic downturn or the decline in the telecommunications industry. We also cannot predict the extent and timing, if any, of the impact of the economic downturn in the United States and
the worldwide downturn for the telecommunications industry on economies in Canada, Europe, Asia and other countries and geographic regions.



We depend, and expect to remain dependent, on a small number of wireless systems integrators, original equipment manufacturers, and major
government contractors for sales of our products. For the three months ended March 31, 2003, sales attributable to Nokia, Siemens and DMC Stratex accounted for 62%, 10% and 10%, respectively, of our net sales during the period. During the three
months ended March 31, 2002, sales attributable to Nokia and Lockheed Martin accounted for 65% and 12%, respectively, of our net sales during the period.



In January 2002, we announced a plan to repurchase up to an aggregate of 750,000 shares of our stock. The repurchases will be made from
time to time on the open market at prevailing market prices or in negotiated transactions off the market. During 2002, we repurchased 39,150 shares for approximately $79,000. There were no repurchases under the plan during the first quarter of 2003.



In March 2002, we executed a renewal to our
master supply agreement with Velocium, a former wholly-owned subsidiary of TRW that is now an operating unit of Northrop Grumman Space and Missions Systems Corp. The renewed contract expires on December 31, 2005. This renewal expands our access to
Velociums custom wafer processing services, to state-of-the-art gallium arsenide technologies, products operating at lower frequency bands for wireless infrastructure applications, indium phosphide products for advanced applications and
guaranteed pricing and purchase commitments.



During the first quarter of 2002, we commenced the implementation of an on-site inventory management program with Nokia. This program provides storage of Endwave finished goods at Nokias factory and allows Nokia to draw against
this inventory based on their manufacturing needs. Revenues are recognized as Nokia draws the inventory from this stocking location.



On February 26, 2003, we announced the acquisition of certain broadband assets of Arcom Wireless Inc., a subsidiary of Dover Corporation
for $55,000 in cash. The acquisition was structured as an asset purchase. The assets purchased included a transceiver design, equipment and intellectual property licenses required to manufacture and supply a 58 GHz integrated transceiver product to
an existing customer. We expect to begin shipping product attributable to the acquired designs in the third quarter of 2003.



On March 25, 2003, we announced that we were selected by Siemens as a supplier of wireless transmitter/receiver (Tx/Rx) modules for the
Siemens SRA L family of digital radios. Under the agreement, we will manufacture and supply Tx/Rx modules to Siemens for integration into production units of the SRA L radio to be deployed in certain markets within Europe in support of third
generation (3G) mobile service deployments. Delivery of the transceiver units began in December 2002 and will continue into 2003.



Results of Operations for the three months ended March 31, 2003 and 2002



Revenues



Product revenues were $7.6 million for the three months ended March 31, 2003, a 74% increase from $4.4 million for the same period in
2002. The increase in product revenues for the three months ended March 31, 2003 related to increased shipments to our most significant customers, especially to our largest customer, Nokia. Product revenues attributable to Nokia were 70% greater in
the first three months of 2003 as compared to the same period in 2002. During the first quarter of 2002, there was a decrease in the number of transceiver products sold to Nokia, as compared to prior periods, a result of implementing a consignment
stock location at their production facilities.





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Development
fees are generated by developing product prototypes and custom products pursuant to development agreements that provide for payment of a portion of our research and development or other expenses. The development fees of $60,000 recognized in the
first three months of 2003 were primarily attributable to delivery of prototype units to several customers. There were no development fees the three months ended March 31, 2002. We do not expect development fees to constitute a significant portion
of our revenues in the foreseeable future.



Costs and
Expenses



Cost of product
revenues. Cost of product revenues consists primarily of the costs of direct materials and labor utilized to assemble and test our products, costs associated with procurement, production control, quality assurance and manufacturing engineering,
maintenance of our manufacturing facilities, transition to offshore manufacturing vendors, building and equipment depreciation, and costs associated with warranty returns. Cost of product revenues for the three months ended March 31, 2003 was $7.0
million, an 8% increase in absolute dollars from $6.5 million for the same period in 2002. The 8% increase in cost of product revenues in absolute dollars is attributable to a 74% increase in product revenues. The cost of product revenues for the
three months ended March 31, 2003 also benefited from a decrease in inventory allowances of approximately $0.3 million related to inventory previously considered excess but which was subsequently sold during the period. The decrease in cost of
product revenues as a percentage of product revenues is attributable to cost reduction programs that have been implemented during the last 12 months. These programs include elimination of excess equipment and capacity, reduction of manufacturing and
overhead positions and introduction of cost-reduced product designs. We expect cost of product revenues as a percentage of sales to continue to decrease in the coming quarter as we introduce cost reduced designs into production and move more of our
manufacturing activities to the facility of our offshore partner.



Research and development expenses. Research and development expenses primarily include the costs of engineering personnel, outside services, prototyping materials and equipment depreciation. Research and development
expenses for the three months ended March 31, 2003 were $1.1 million, a 65% decrease from $3.1 million for the same period in 2002. The decrease was primarily attributable to cost containment efforts, work force reductions, and fewer development
programs for technology and products. We expect research and development expenses to increase in the next quarter as a result of additional consulting and materials costs associated with a defense-related engineering project.



Selling, general and administrative expenses. Selling,
general and administrative expenses consist primarily of salaries and related expenses for executive, sales, marketing, finance, accounting, information technology, facilities and human resources personnel, professional fees, bad debt expense and
promotional activities. Selling, general and administrative expenses for the three months ended March 31, 2003 were $2.5 million, a 19% increase from $2.1 million for the same period in 2002. The increase was primarily attributable to an
increase in the allowance for doubtful accounts and increased insurance costs, partially offset by cost reduction efforts and reduced staffing in each of the functional areas. We expect selling, general and administrative expenses to remain
consistent in the next quarter.



Restructuring
charge. As a result of a continued decline in overall economic conditions and further reductions in capital spending by telecommunications service providers, on February 28, 2002, the Company announced a restructuring plan, designed to reduce
operating expenses in order to align resources with long-term growth opportunities. This plan included the reduction of 107 positions, consolidation of excess facilities and charges related to excess property and equipment. As a result, a
restructuring charge of approximately $3.5 million was recorded in the first quarter of 2002, the components of which were $1.1 million for severance payments, $310,000 for lease cancellations and $2.1 million for excess equipment offset by $490,000
resulting from settlement of lease obligations for vacated leased space in Sunnyvale, California. There were no restructuring charges recorded in the first quarter of 2003.



Amortization of deferred stock compensation. Deferred stock compensation charges consist of charges
related to the difference between deemed fair market values on the date of employee option grants and the option price. Amortization of deferred stock compensation for the three months ended March 31, 2003 was $512,000 and $1.1 million for the same
period in 2002. The decrease is primarily due to using an accelerated method to amortize deferred stock compensation that results in higher expense in earlier periods and the forfeiture of options by terminated employees. Amortization of deferred
stock compensation will continue to decline each quarter, until it is fully amortized in June 2004.



Loss on building sublease. During the first quarter of 2003, we subleased 12,700 square feet of our Sunnyvale, California
headquarter building to an unrelated third party. The rental income for the lease period is less than the rental expense that will be incurred, and therefore a loss at sublease inception of $662,000 was incurred.





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Impairment
of long-lived assets. During the first quarter of 2003, we evaluated the carrying value of the long- lived assets utilized in our manufacturing process. As we move more of our production to our offshore partner, we do not need as much
manufacturing equipment, and have therefore taken an impairment charge of $2.4 million for excess manufacturing equipment.



Interest and other income, net



Interest and other income, net consists primarily of interest income earned on our cash, cash equivalents and short-term investments
offset by interest expense on capital equipment leases and notes payable. Interest and other income, net was $65,000 and $211,000, for the three months ended March 31, 2003 and 2002, respectively. Interest income for the three months ended March 31,
2003 was $88,000, a 74% decrease from $340,000 for the same period in 2002. The decrease in interest income was primarily attributable to lower interest rates, lower average invested cash balances and lower yields on interest-bearing investments.
Interest expense represented interest on capital leases and a note payable collateralized by capital equipment. Interest expense decreased to $41,000 for the three months ended March 31, 2003, from $146,000 for the three months ended March 31, 2002
as a result of a decreased number of capital equipment leases and overall lower interest rates.



Liquidity and Capital Resources



Our principal source of liquidity as of March 31, 2003 consisted of approximately $29.0 million in cash, cash equivalents, restricted cash and short-term investments. In the three months ended March
31, 2003, we used $1.1 million for operating activities, as compared to $6.7 million for the same period in 2002. The decrease in the use of cash in operations was primarily due to a decrease in the net loss for the period, decrease in inventories,
and an increase in accounts payable.



Investing
activities provided $8.6 million of cash in the three months ended March 31, 2003, as compared to using $1.1 million in the same period in 2002. The increase in the proceeds of cash in investing activities was primarily due to sales of short-term
investments.



Financing activities in the three
months ended March 31, 2003 used $446,000 of cash, as compared to $717,000 in the same period in 2002. The net cash used in financing activities for the three months ended March 31, 2003, consisted primarily of principal payments of lease
obligations.



We believe that our existing cash
and investment balances and anticipated cash flows from operations will be sufficient to meet our operating and capital requirements for at least the next 12 months. However, we could be required, or could elect, to raise additional funds during
that period and we may need to raise additional capital in the future. Additional capital may not be available at all, or may only be available on terms unfavorable to us.



Item 3. Qualitative and Quantitative Disclosures about Market Risk



We believe that there have been no material changes in our reported market risks faced since our report on market risks in our annual report on Form 10-K for the year ended December 31, 2002 under the
heading corresponding to that set forth above. Our exposure to market risk is limited to interest income sensitivity, which is affected by changes in the general level of U.S. interest rates, as our investments in cash equivalents include investment
grade commercial paper and government securities. We place our investments with high-quality issuers and attempt to limit when possible the amount of credit exposure to any one issuer. Due to the nature of our short-term investments, we do not
believe we are subject to any material market risk exposure. We do not have any material equity investments, or foreign currency or other derivative financial instruments.



Item 4. Controls and Procedures.



Based on their evaluation as of a date within 90 days of the filing date of this Quarterly Report on Form 10-Q, our chief executive officer and chief financial officer have concluded that our disclosure controls and procedures (as
defined in Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934 (the Exchange Act)) are effective to ensure that information that we are required to disclose in reports that we file or submits under the Exchange Act is
recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.



There were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent
to the date of their evaluation. There were no significant deficiencies or material weaknesses in our internal controls, and therefore there were no corrective actions taken.



15



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PART II.
OTHER INFORMATION



Item 6. Exhibits and Reports on Form 8-K



(a) Exhibits.



|Number      |  | Description                                                                                                                                                                                                          
|----------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|           
|2.1(iii)    |  | Asset Purchase Agreement by and among M/A-COM Tech, Inc., Tyco Electronics Logistics AG and the Registrant dated as of
April 24, 2001.                                                                               
|           
|2.2(v)      |  | Asset Purchase Agreement by and among Signal Technology Corporation and the Registrant dated as of September 24,
2002.                                                                                               
|           
|3.1(i)      |  | Amended and Restated Certificate of Incorporation effective October 20, 2000.                                                                                                                                        
|           
|3.2(i)      |  | Amended and Restated Bylaws effective October 20, 2000.                                                                                                                                                              
|           
|4.1(i)      |  | Form of specimen Common Stock Certificate.                                                                                                                                                                           
|           
|4.2(i)      |  | Investors Rights Agreement dated March 31, 2000 by and among the Registrant and certain investors named
therein.                                                                                                    
|           
|4.3(i)      |  | Warrant to Purchase Stock dated March 16, 1998, issued by the Registrant to Silicon Valley Bank for the purchase of
shares of the Registrants Series E Preferred Stock.                                             
|           
|4.4(iii)    |  | Rights Agreement by and between M/A-COM Tech, Inc. and the Registrant dated as of April 24, 2001.                                                                                                                    
|           
|10.1(i)     |  | Form of Indemnity Agreement entered into by the Registrant with each of its directors and
officers.                                                                                                                  
|           
|10.2(i)     |  | 1992 Stock Option Plan.                                                                                                                                                                                              
|           
|10.3(i)     |  | Form of Incentive Stock Option under 1992 Stock Option Plan.                                                                                                                                                         
|           
|10.4(i)     |  | Form of Nonstatutory Stock Option under 1992 Stock Option Plan.                                                                                                                                                      
|           
|10.5(i)     |  | Amended and Restated 2000 Equity Incentive Plan.                                                                                                                                                                     
|           
|10.6(i)     |  | Form of Stock Option Agreement under 2000 Equity Incentive Plan.                                                                                                                                                     
|           
|10.7(i)     |  | 2000 Employee Stock Purchase Plan.                                                                                                                                                                                   
|           
|10.8(i)     |  | Form of 2000 Employee Stock Purchase Plan Offering.                                                                                                                                                                  
|           
|10.9(i)     |  | 2000 Non-Employee Director Plan.                                                                                                                                                                                     
|           
|10.10(i)    |  | Form of Nonstatutory Stock Option Agreement under the 2000 Non-Employee Director Plan.                                                                                                                               
|           
|10.11(i)    |  | Officer Retention Plan.                                                                                                                                                                                              
|           
|10.12(iv)   |  | Industrial Lease by and between The Irvine Company and the Registrant dated July 2, 2001.                                                                                                                            
|           
|10.18(i)    |  | Production Agreement by and between TRW Inc. and the Registrant dated March 31, 2000 for the performance of the
Development Agreement by and between TRW Inc. and Nokia Telecommunications OY dated January 28, 1999.
|           
|10.20(i)    |  | Services Agreement by and between TRW Inc. and the Registrant dated March 31, 2000.                                                                                                                                  
|           
|10.21(i)    |  | Supply Agreement by and between TRW Inc. and the Registrant dated March 31, 2000.                                                                                                                                    
|           
|10.23(i)    |  | License Agreement by and between TRW Inc. and TRW Milliwave Inc. dated February 28, 2000.                                                                                                                            
|           
|10.24(ii)   |  | Purchase Agreement No. 1201000 made and entered into by and between Nokia Networks By and Endwave Corporation on
November 7, 2000.                                                                                   
|           
|10.25(vi)   |  | Contract Change Notice/Amendment No. 1 to the Supply Agreement by and between TRW Inc. and the Registrant dated March
15, 2002.                                                                                      
|           
|10.26(vii)  |  | Purchase Order 88M31651 by and between Lockheed Martin Corporation and the Registrant, dated May 21,
2002.                                                                                                           
|           
|10.27(viii) |  | Extension of Validity of Purchase Agreement by and between Nokia and the Registrant dated September 9,
2002.                                                                                                         
|           
|99.1        |  | Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                      

---

|(i) |  | Previously filed with the Registrants Registration Statement on Form S-1 (Registration No. 333-41302).
|--- |  | -------------------------------------------------------------------------------------------------------

|(ii) |  | Previously filed with the Registrants Quarterly Report on Form 10-Q for the quarter ended September 30, 2000.
|---- |  | --------------------------------------------------------------------------------------------------------------

|(iii) |  | Previously filed as an exhibit to the Registrant s Current Report on Form 8-K, filed on May 8, 2001.
|----- |  | ----------------------------------------------------------------------------------------------------

|(iv) |  | Previously filed with the Registrants Annual Report on Form 10-K for the fiscal year ended December 31, 2001.
|---- |  | --------------------------------------------------------------------------------------------------------------

|(v) |  | Previously filed as an exhibit to the Registrant s Current Report on Form 8-K dated September 24, 2002.
|--- |  | -------------------------------------------------------------------------------------------------------



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|(vi) |  | Previously filed with the Registrants Quarterly Report on Form 10-Q for the quarter ended March 31, 2002.
|---- |  | ----------------------------------------------------------------------------------------------------------

|(vii) |  | Previously filed with the Registrants Quarterly Report on Form 10-Q for the quarter ended June 30, 2002.
|----- |  | ---------------------------------------------------------------------------------------------------------

|(viii) |  | Previously filed with the Registrants Quarterly Report on Form 10-Q for the quarter ended September 30, 2002.
|------ |  | --------------------------------------------------------------------------------------------------------------



(b) Reports on Form 8-K



The company did not file a report on Form 8-K during the
quarter ended March 31, 2003.



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SIGNATURE



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.



|                   |  |  |  | ENDWAVE
CORPORATION
|------------------ |  |  |  | -------------------
|                  
|Date: May 15, 2003 |  |  |  | By:                
|                   |  |  |  |                    



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CERTIFICATE
PURSUANT TO

RULE 13a-14 THE SECURITIES EXCHANGE ACT OF 1934



I, Edward A. Keible, certify that:



|1. |  | I have reviewed this quarterly report on Form 10-Q of Endwave Corporation;
|-- |  | --------------------------------------------------------------------------



|2. |  | Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|3. |  | Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|4. |  | The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the registrant and we have:
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (a) |  | designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) |  | evaluated the effectiveness of the registrants disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report
(the Evaluation Date); and
| | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (c) |  | presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation
Date;
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------



|5. |  | The registrants other certifying officers and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee
of registrants board of directors (or persons performing the equivalent function):
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (a) |  | all significant deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to record, process, summarize
and report financial data and have identified for the registrants auditors any material weaknesses in internal controls; and
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) |  | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls; and
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------



|6. |  | The registrants other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Date: May 15, 2003



|                                                                                         
|-----------------------------------------------------------------------------------------
|/s/    EDWARD A. KEIBLE,
JR.                                                             
|Edward A. Keible, Jr. President and Chief Executive Officer (Principal
Executive Officer)



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##### Table of Contents



CERTIFICATE
PURSUANT TO

RULE 13a-14 THE SECURITIES EXCHANGE ACT OF 1934



I, Julianne M. Biagini, certify that:



|1. |  | I have reviewed this quarterly report on Form 10-Q of Endwave Corporation;
|-- |  | --------------------------------------------------------------------------



|2. |  | Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|3. |  | Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|4. |  | The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the registrant and we have:
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (a) |  | designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) |  | evaluated the effectiveness of the registrants disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report
(the Evaluation Date); and
| | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (c) |  | presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation
Date;
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------



|5. |  | The registrants other certifying officers and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee
of registrants board of directors (or persons performing the equivalent function):
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (a) |  | all significant deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to record, process, summarize
and report financial data and have identified for the registrants auditors any material weaknesses in internal controls; and
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) |  | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls; and
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------



|6. |  | The registrants other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Date: May 15, 2003



|                                                                                                                  
|------------------------------------------------------------------------------------------------------------------
|/s/    JULIANNE M. BIAGINI                                                                                        
|Julianne M. Biagini Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)



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Index of Exhibits



99.1 Certifications by Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Public Company Accounting Reform and Investor Protection Act of 2002.



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