<PAGE>

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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, 2001

                                      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)

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

                              ENDWAVE CORPORATION
            (Exact name of registrant as specified in its charter)

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

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


            321 Soquel Way,                             94085
             Sunnyvale, CA                           (Zip code)
    (Address of principal executive
               offices)

                                (408) 522-3100
             (Registrant's telephone number, including area code)

                                     NONE
  (Former name, former address and former fiscal year, if changed since last
                                    report)

  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) Yes [X]  No [_], and (2) has
been subject to such filing requirements for the past 90 days. Yes [X] No [_].

  The number of shares outstanding of the Registrant's Common Stock as of
April 27, 2001 was 34,154,027 shares.

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<PAGE>

                              ENDWAVE CORPORATION

                                     INDEX

<TABLE>
<CAPTION>
                                                                          Page
                                                                          ----
 <C>      <S>                                                             <C>
 PART I.  FINANCIAL INFORMATION
 Item 1.  Financial Statements..........................................    1
          Condensed Balance Sheets as of March 31, 2001 (Unaudited) and
           December 31, 2000............................................    1
          Unaudited Condensed Statements of Operations for the three
           months ended March 31, 2001 and 2000.........................    2
          Unaudited Condensed Statements of Cash Flows for the three
           months ended March 31, 2001 and 2000.........................    3
          Notes to Condensed Financial Statements.......................    4

 Item 2.  Management's Discussion and Analysis of Financial Condition
           and Results of Operations....................................    7

 Item 3.  Qualitative and Quantitative Disclosure about Market Risk.....   10

 PART II. OTHER INFORMATION
 Item 2.  Changes in Securities and Use of Proceeds.....................   11

 Item 6.  Exhibits and Reports on Form 8-K..............................   11

 SIGNATURE...............................................................  12
</TABLE>

                                       i
<PAGE>

                         PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

                              ENDWAVE CORPORATION

                            CONDENSED BALANCE SHEETS
                      (In thousands, except share amounts)

<TABLE>
<CAPTION>
                                                        March 31,  December 31,
                                                          2001         2000
                                                        ---------  ------------
                                                             (unaudited)
<S>                                                     <C>        <C>
                        ASSETS
Current assets:
  Cash and cash equivalents............................ $  68,383    $ 74,061
  Short-term investments...............................    17,724      26,559
  Accounts receivable, net.............................     7,664       7,761
  Inventories..........................................    12,246      19,828
  Other current assets.................................     1,250       1,364
                                                        ---------    --------
    Total current assets...............................   107,267     129,573
Property and equipment, net............................    22,251      25,077
Goodwill and other intangible assets, net..............       --       95,279
Other assets, net......................................       744         736
                                                        ---------    --------
                                                        $ 130,262    $250,665
                                                        =========    ========

         LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable and bank overdraft.................. $   6,062    $  7,159
  Accounts payable to affiliates.......................     2,259       6,629
  Accrued liabilities..................................     6,489       4,273
  Deferred revenue.....................................       230         252
  Capital lease obligations, current...................     2,289       2,707
                                                        ---------    --------
    Total current liabilities..........................    17,329      21,020
Deferred revenue.......................................       230         251
Capital lease obligations, less current portion........     4,992       4,764
Stockholders' equity:
  Common stock, $0.001 par value per share; 50,000,000
   shares authorized, 34,154,027 and 34,121,755 issued
   and outstanding, respectively.......................        34          34
Additional paid-in capital.............................   304,121     304,072
Deferred stock compensation............................   (11,410)    (14,043)
Accumulated deficit....................................  (185,034)    (65,433)
                                                        ---------    --------
Total stockholders' equity.............................   107,711     224,630
                                                        ---------    --------
                                                        $ 130,262    $250,665
                                                        =========    ========
</TABLE>

                            See accompanying notes.

                                       1
<PAGE>

                              ENDWAVE CORPORATION

                       CONDENSED STATEMENTS OF OPERATIONS
               (In thousands, except share and per share amounts)
                                  (unaudited)

<TABLE>
<CAPTION>
                                                               Three Months
                                                             Ended March 31,
                                                            -------------------
                                                               2001      2000
                                                            ----------  -------
<S>                                                         <C>         <C>
Revenues:
  Product revenues ($715 and $2,737 from affiliates,
   respectively)..........................................  $   12,454  $ 4,191
  Development fees........................................          79      --
                                                            ----------  -------
    Total revenues........................................      12,533    4,191
                                                            ----------  -------
Costs and expenses:
  Cost of product revenues ($1,041 and $2,945 from
   affiliates, respectively)..............................      26,017    4,465
  Research and development ($0 and $781 from affiliates,
   respectively)..........................................       2,688      984
  Selling, general and administrative ($0 and $310 from
   affiliates, respectively)..............................       2,980      990
  Restructuring charge....................................       3,715      --
  Amortization of goodwill and other intangible assets....       4,881      384
  Impairment of long-lived assets.........................      90,411      --
  Amortization of deferred stock compensation.............       2,633      --
                                                            ----------  -------
Total costs and expenses..................................     133,325    6,823
                                                            ----------  -------
Loss from operations......................................    (120,792)  (2,632)
Interest income, net......................................       1,191      --
                                                            ----------  -------
Loss before income tax....................................    (119,601)  (2,632)
                                                            ----------  -------
Income tax benefit........................................         --       627
                                                            ----------  -------
Net loss..................................................  $ (119,601) $(2,005)
                                                            ==========  =======
Basic and diluted net loss per share......................  $    (3.50)
                                                            ----------
Shares used in computing of basic and diluted net loss per
 share....................................................  34,150,086
                                                            ----------
</TABLE>


                            See accompanying notes.

                                       2
<PAGE>

                              ENDWAVE CORPORATION

                       CONDENSED STATEMENTS OF CASH FLOWS
                                 (In thousands)
                                  (unaudited)

<TABLE>
<CAPTION>
                                                             Three Months
                                                            Ended March 31
                                                           ------------------
                                                             2001      2000
                                                           ---------  -------
<S>                                                        <C>        <C>
Operating activities:
Net loss.................................................. $(119,601) $(2,005)
Adjustments to reconcile net loss to net cash used by
 operating activities:
  Depreciation............................................     1,364      329
  Amortization of goodwill and other intangible assets....     4,881      384
  Amortization of deferred stock compensation.............     2,633      --
  Impairment of long-lived assets.........................    90,411      --
  Restructuring charge....................................     3,715
  Deferred income tax.....................................       --      (327)
  Changes in operating assets and liabilities:
    Accounts receivable, net..............................        97    1,053
    Inventories...........................................     7,582     (927)
    Other assets..........................................        93      119
    Accounts payable and bank overdraft...................    (1,097)    (822)
    Accounts payable, affiliates..........................    (4,370)  (2,169)
    Accrued liabilities...................................     1,830      132
    Deferred revenue......................................       (43)     --
                                                           ---------  -------
  Net cash used in operating activities...................   (12,505)  (4,233)
                                                           ---------  -------
Investing activities:
  Purchases of property and equipment.....................    (1,767)  (2,133)
  Sales of short-term investments.........................     8,835      --
                                                           ---------  -------
  Net cash provided by (used in) investing activities.....     7,068   (2,133)
                                                           ---------  -------
Financing activities:
  Payments under capital lease obligations................      (290)     --
  Net cash acquired in conjunction with the acquisition of
   Endgate................................................       --    20,822
  Net advances from TRW Inc. .............................       --     5,993
  Proceeds from stock options exercised...................        49      --
                                                           ---------  -------
  Net cash provided by (used in) financing activities.....      (241)  26,875
                                                           ---------  -------
Net increase (decrease) in cash and cash equivalents......    (5,678)  20,509
Cash and cash equivalents at beginning of period..........    74,061      373
                                                           ---------  -------
Cash and cash equivalents at end of period................ $  68,383  $20,882
                                                           =========  =======
Supplemental cash flow information:
Cash paid for interest.................................... $     115  $   --
                                                           =========  =======
Supplemental non-cash investing and financing activity:
Property and equipment acquired under capital leases...... $     100  $   --
                                                           =========  =======
</TABLE>

                            See accompanying notes.

                                       3
<PAGE>

                              ENDWAVE CORPORATION

                    NOTES TO CONDENSED FINANCIAL STATEMENTS
                                  (unaudited)

                            DESCRIPTION OF BUSINESS

1.  Basis of Presentation

  On March 31, 2000, Endgate Corporation ("Endgate") merged with TRW Milliwave
Inc. ("TRW Milliwave"), a formerly wholly-owned subsidiary of TRW Inc.
("TRW"). In the merger, TRW Milliwave merged with and into Endgate and Endgate
issued 13,963,063 shares of its capital stock to TRW in exchange for TRW's
shares in TRW Milliwave. As a result, Endgate was the surviving corporation in
the merger and TRW Milliwave ceased to exist as a separate legal entity. In
connection with the merger, the combined company was renamed Endwave
Corporation (referred to below as "the Company" or "Endwave"). Because TRW
owned more than half of Endgate's outstanding capital stock immediately after
the merger, TRW Milliwave is treated as the acquiring company for accounting
purposes. As a result, Endgate ceased to be a separate accounting entity as of
the date of the merger, and the combined company's financial statements prior
to the merger are those of TRW Milliwave.

2.  Unaudited Interim Financial Information

  The accompanying unaudited condensed financial statements have been prepared
in conformity with generally accepted accounting principles for interim
financial information 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 ended December 31, 2001. These condensed financial statements should be
read in conjunction with our audited financial statements for the year ended
December 31, 2000. The balance sheet at December 31, 2000 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.

3.  Reclassifications

  Certain amounts in prior periods have been reclassified to conform to the
current presentation.

4.  Impairment of Goodwill and Intangibles

  The Company reviews long-lived assets, including intangible assets,
consisting primarily of goodwill related to the March 2000 merger of TRW
Milliwave and Endgate, for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset exceeds the fair
value of the asset. During the three months ended March 31, 2001, the Company
determined that impairment indicators were present and therefore evaluated the
carrying value of the goodwill and other intangible assets. As a result of the
evaluation, the Company concluded that unamortized goodwill and other
intangible assets of $90.4 million was impaired and accordingly, this amount
was charged to operations in the three months ended March 31, 2001.

5.  Restructuring Charge

  On January 29, 2001, the Company's Board of Directors approved a
restructuring plan related to the transition of all manufacturing activities
from the Company's Sunnyvale, California facility to its Diamond Springs,
California facility. In connection with this decision, approximately 130 of
the Company's employees will be required to relocate in order to retain their
present positions. In the event any of these employees are

                                       4
<PAGE>

                              ENDWAVE CORPORATION

             NOTES TO CONDENSED FINANCIAL STATEMENTS--(Continued)
                                  (unaudited)

unable to relocate, the Company will provide for severance payments to these
employees commensurate with their positions.

  In the first quarter of 2001, the Company recorded restructuring costs of
$13.1 million in conjunction with the restructuring plan. These costs related
primarily to severance and benefits of $386,000, non-cash costs of $3.3
million for impairment of fixed assets and $9.4 million for excess and
obsolete inventory. The inventory charge was recorded as a cost of product
revenues on the Company's statement of operations. Substantially all of the
costs associated with the transition are expected to be paid in 2001. During
the three months ended March 31, 2001, the Company paid approximately $66,000
for severance and benefits.

6.  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):

<TABLE>
<CAPTION>
                                                          March 31, December 31,
                                                            2001        2000
                                                          --------- ------------
   <S>                                                    <C>       <C>
   Raw materials.........................................  $ 6,473    $16,416
   Work in process.......................................    3,678      2,015
   Finished goods........................................    2,095      1,397
                                                           -------    -------
                                                           $12,246    $19,828
                                                           =======    =======
</TABLE>

7.  Property, plant and equipment

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

<TABLE>
<CAPTION>
                                                        March 31, December 31,
                                                          2001        2000
                                                        --------- ------------
   <S>                                                  <C>       <C>
   Land................................................  $   391    $   200
   Building............................................    3,655      3,578
   Computer equipment..................................      866        782
   Software............................................    1,168      1,076
   Furniture and fixtures..............................      327        254
   Leasehold improvements..............................      216        247
   Laboratory, demonstration and manufacturing
    equipment..........................................   21,329     23,290
                                                         -------    -------
                                                          27,952     29,427
   Less accumulated depreciation and amortization
    (including amortization of assets held under
    capital lease).....................................   (5,701)    (4,350)
                                                         -------    -------
   Property, plant and equipment, net..................  $22,251    $25,077
                                                         =======    =======
</TABLE>

8.  Net Loss Per Share

  In connection with the March 2000 merger, TRW received convertible preferred
stock in exchange for all of the common stock of TRW Milliwave. Giving effect
to the merger retroactively to March 2000, the Company has no outstanding
common stock. Accordingly, a basic net loss per share has not been presented
for periods prior to March 2000. Common equivalent shares, totaling 735,000 in
the three months ended March 31, 2001 (computed using the treasury stock
method), from the assumed exercise of stock options, warrants and

                                       5
<PAGE>

                              ENDWAVE CORPORATION

             NOTES TO CONDENSED FINANCIAL STATEMENTS--(Continued)
                                  (unaudited)

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.

9.  Comprehensive Income (Loss)

  The Company had no items of other comprehensive income (loss) during the
three months period ended March 31, 2001 and 2000, and accordingly,
comprehensive income (loss) is the same as the net loss.

10. Segment Disclosures

  The Company operates in a single industry segment. The Company's geographic
sales for the period reported on were as follows (in thousands and as a
percentage of net sales):

<TABLE>
<CAPTION>
                                                     Three Months ended March
                                                               31,
                                                    ---------------------------
                                                        2001           2000
                                                    -------------  ------------
   <S>                                              <C>     <C>    <C>    <C>
   United States................................... $ 4,103  32.9% $4,191 100.0%
   Europe..........................................   8,350  67.1%    --    --
                                                    ------- -----  ------ -----
     Total......................................... $12,453 100.0% $4,191 100.0%
                                                    ======= =====  ====== =====
</TABLE>

  For the three months ended March 31, 2001, Nokia and Hughes Network Systems
accounted for 60% and 16% of total sales listed above, respectively.

11. Recent Accounting Pronouncements

  In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 133 "Accounting for
Derivative Financial Instruments and Hedging Activities" and in June 2000 the
FASB issued SFAS No. 138 "Accounting for Certain Derivative Instruments and
Certain Hedging Activities, an amendment of FASB Statement No. 133." These
Statements establish methods of accounting for derivative financial
instruments and hedging activities. Because Endwave currently holds no
derivative financial instruments and does not engage in hedging activities,
adoption of these Statements in the first quarter of 2001 did not have a
significant impact on our financial position, results of operations or cash
flows.

12. Subsequent Events

  On April 24, 2001, the Company purchased certain assets and assumed certain
liabilities of M/A-Com Tech, Inc.'s broadband wireless business. The Company
intends to use the acquired net assets to expand the Company's customer base
and product offerings. The total consideration paid by the Company in the
acquisition consisted of $4.0 million in cash and the issuance of 916,423
shares of the Company's common stock to M/A-Com Tech, Inc.

                                       6
<PAGE>

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 document 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, notes to those financial statements included elsewhere in this
Form 10-Q, as well as the information contained under Management's Discussion
and Analysis of Financial Condition and Results of Operations in our Annual
Report on Form 10-K for the year ended December 31, 2000.

  The rapid and severe downturn for the United States economy and the
telecommunications industry, beginning in late 2000, has affected growth in
demand for our customers' products and by extension our products. In addition
to the deteriorating domestic economic environment, the worldwide
telecommunications market is experiencing reduced demand. This decreased
demand has led to fluctuating order forecasts from some of our customers,
particularly those in the point-to-multipoint market. There can be no
certainty as to the degree of the severity or duration of this economic
downturn or the demand 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 and other countries and geographic
regions.

  We depend, and expect to remain dependent, on a small number of wireless
systems integrators and original equipment manufacturers for sales of our
products. For the three months ended March 31, 2001, sales attributable to
Nokia and Hughes Network Systems accounted for 60% and 16%, respectively, of
our net sales during the period.

  On January 29, 2001, our Board of Directors approved a restructuring plan
related to the transition of all manufacturing activities from our Sunnyvale,
California facility to our Diamond Springs, California facility. Costs
associated with the transition are retention and severance payments,
professional fees, and non-cash restructuring costs primarily related to
impairment of fixed assets and excess and obsolete inventory. Substantially
all of the costs associated with the transition are expected to be paid in
2001. In connection with our decision to transition our base of manufacturing
operations to Diamond Springs, approximately 130 of our employees will be
required to relocate in order to retain their present positions. In the event
any of these employees are unable to relocate, we will provide severance
payments to these employees commensurate with their positions.

Recent Developments

  On April 24, 2001, we purchased certain assets and assumed certain
liabilities of M/A-Com Tech, Inc.'s broadband wireless business. We intend to
use the acquired net assets to expand our customer base and product offerings.
The total consideration paid by us in the acquisition consisted of $4.0
million in cash and the issuance of 916,423 shares of our common stock to M/A-
Com Tech, Inc. In connection with the acquisition, we agreed to register the
shares of stock issued to M/A-Com Tech, Inc. under the Securities Act of 1933
in the fall of 2001.

                                       7
<PAGE>

Results of Operations

 Three months ended March 31, 2001 and 2000

 Revenues

  Product revenues were $12.5 million for the three months ended March 31,
2001, a 198% increase from $4.2 million for the same period in 2000. The
increase is primarily attributable to an increase in the number of transceiver
and antenna products sold, offset by a decrease in the point-to-multipoint
market products sold.

 Cost 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, costs associated with maintaining our
manufacturing facilities and costs associated with warranty returns. Cost of
product revenues for the three months ended March 31, 2001 was $26.0 million,
a 478% increase from $4.5 million for the same period in 2000. This increase
in cost for the first quarter of 2001 was attributable to charges taken for
excess and obsolete inventory of $9.4 million associated with a decline in
demand of customers in the point-to-multipoint market, higher volumes as a
result of the March 2000 merger, and a significant increase in the number and
mix of our RF subsystems and antenna products sold.

  Research and development expenses. Research and development expenses for the
three months ended March 31, 2001 were $2.7 million, an increase from $984,000
for the same period in 2000. The increase was primarily attributable to the
March 2000 merger, as well as hiring of additional engineering personnel as
our production and sales activities have grown. Because the market for our
products is characterized by rapidly changing technology, industry standards
and customer demands, research and development expenses may increase in future
periods.

  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, and promotional
activities. Selling, general and administrative expenditures for the three
months ended March 31, 2001 were $3.0 million, a 203% increase from $990,000
for the same period in 2000. This increase was primarily attributable to our
combined operations following the March 2000 merger.

  Restructuring charge. On January 29, 2001, we adopted a restructuring plan
related to the Company's transition of all manufacturing activities from our
Sunnyvale, California facility to our Diamond Springs, California facility.
These non-recurring charges are comprised primarily of severance benefits and
a charge taken for obsolete equipment associated with the point-to-multipoint
market. The non-inventory related restructuring charge for the three months
ended March 31, 2001 was $3.7 million. We expect to record an additional
$1.2 million of restructuring costs, consisting primarily of severance and
benefits during the remainder of 2001. There were no restructuring charges in
the three months ended March 31, 2000.

  Amortization of intangible assets. The March 2000 merger was recorded using
the purchase method of accounting. In connection with the purchase, we
recorded goodwill of $80.2 million and other intangible assets of $23.6
million. Amortization of intangibles for the three months ended March 31, 2001
was $4.8 million, an increase from $384,000 for the same period in 2000. Due
to the charges taken in the first quarter of 2001 for impairment of long-lived
assets, we will not be amortizing goodwill or other intangible assets from
prior acquisitions in future periods.

  Impairment of long-lived assets. We review long-lived assets, including
intangible assets consisting primarily of goodwill related to the March 2000
merger, for impairment whenever events or changes in circumstances indicate
that the carrying amount of an asset exceeds the fair value of the asset.
During the three months ended March 31, 2001, we determined that impairment
indicators were present and, therefore, evaluated

                                       8
<PAGE>

the carrying value of the goodwill and other intangible assets acquired in
business combinations recording using the purchase method of accounting. As a
result of this evaluation, we concluded that unamortized goodwill and other
intangible assets remaining of $90.4 million impaired and, accordingly, this
same amount was charged to operations in the three months ended March 31,
2001. There were no impairment charges in the three months ended March 31,
2000.

  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, 2001 was $2.6 million. There was no deferred stock compensation charge in
the three months ended March 31, 2000.

 Interest income, net

  Net interest income consists primarily of interest income earned on our cash
and cash equivalents and short-term investments and interest expense on
capital equipment leases. Interest income for the three months ended March 31,
2001 was $1.3 million. There was no interest income for the same period in
2000. The increase in interest income for the three months ended March 31,
2001 was due to the proceeds from the sale of shares of the Company's common
stock in the fourth quarter of 2000 pursuant to our initial public offering.
These proceeds were invested in short-term interest bearing securities. We
expect interest income to decrease in the short-term as cash and short-term
investments are depleted in 2001 and if interest rates decline. Interest
expense for the three months ended March 31, 2001 was $115,000, representing
interest paid on capital leases. There were no capital lease arrangements for
the same period in 2000.

Liquidity and Capital Resources

  Our principal source of liquidity as of March 31, 2001 consisted of
approximately $86.1 million in cash and cash equivalents and short-term
investments. For the three months ended March 31, 2001, we used $12.5 million
from operating activities, as compared to $4.2 million for the same period in
2000. The increase in the use of cash in the three months ended March 31, 2001
compared to the same period in 2000 was primarily due to an increased
operating loss offset by non-cash charges related to the impairment of long-
lived assets, depreciation, amortization and restructuring charges.

  Investing activities provided $7.1 million for the three months ended March
31, 2001, as compared to using $2.1 million for the same period in 2000.
Investing activities in the three months ended March 31, 2001 included sales
of short-term investments for proceeds of $8.8 million and capital
expenditures of $1.8 million that consisted primarily of purchases of computer
and manufacturing equipment and tenant improvements related to our new
research and development facility. We expect our capital expenditures to
decrease in the near term as we have made significant capital investments
recently.

  Financing activities for the three months ended March 31, 2001 used $241,000
of cash, as compared to providing $26.9 million in cash for the same period in
2000. Financing activities in the three months ended March 31, 2001 included
$49,000 in proceeds from the exercise of employee stock options, and payments
under capital lease obligations of $290,000. The net cash provided by
financing activities for the three months ended March 31, 2000 was due
primarily to increased advances of funds by TRW and the net cash acquired by
the Company in conjunction with the March 2000 merger of $20.9 million.

  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 twelve 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.

                                       9
<PAGE>

Item 3. Qualitative and Quantitative Disclosures about Market Risk

  We believe that there have been no material changes in the reported market
risks faced by the Company since those discussed in the Company's Form 10-K
for the fiscal year ended December 31, 2000 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 the Company's 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.

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<PAGE>

                          PART II. OTHER INFORMATION

Item 2. Changes in Securities and Use of Proceeds

  During the fourth quarter of 2000, we completed our initial public offering
of a total of 6,900,000 shares of common stock, resulting in net proceeds of
approximately $87.8 million. On April 24, 2001, we used a portion of net
proceeds remaining to pay the $4.0 million cash portion of the purchase price
related to our acquisition of certain assets and liabilities related to M/A-
Com Tech, Inc.'s broadband wireless business, and to fund costs and expenses
related to the acquisition. Net proceeds remaining will continue to be used
for general corporate purposes, including working capital, expansion of our
research and development activities and to increase our manufacturing
capacity. In the future we may use proceeds to acquire or invest in additional
complementary businesses or products or to obtain the right to use
complementary technologies. As of April 27, 2001, net proceeds remaining
continue to be invested in short term, interest bearing investment grade
securities and cash and cash equivalents pending our usage for the above
mentioned purposes.

Item 6. Exhibits and Reports on Form 8-K

  (a) Reports on Form 8-K

    The Company filed no reports on Form 8-K during the three months ended
    March 31, 2001.

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<PAGE>

                                   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

                                                  /s/ Julianne M. Biagini
                                          By: _________________________________
                                                    Julianne M. Biagini
                                                   Senior Vice President
                                                and Chief Financial Officer
                                               (Duly Authorized Officer and
                                                         Principal
                                             Financial and Accounting Officer)

Date: May 15, 2000

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