<PAGE>

================================================================================

                                  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 September 30, 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.)

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

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

                       321 Soquel Way, Sunnyvale, CA 94085
              (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
Oct 26, 2001 was 35,800,111 shares.

================================================================================

                                       1


<PAGE>

                               ENDWAVE CORPORATION

                                      INDEX
<TABLE>
<CAPTION>
                                                                                                             Page
                                                                                                             ----
<S>                 <C>                                                                                     <C>
PART I.              FINANCIAL INFORMATION

Item 1.              Financial Statements..................................................................    3

                     Condensed Balance Sheets as of September 30, 2001 (unaudited) and
                        December 31, 2000..................................................................    3

                     Unaudited Condensed Statements of Operations for the three and nine
                        months ended September 30, 2001 and 2000...........................................    4

                     Unaudited Condensed Statements of Cash Flows for the nine months ended
                        September 30, 2001 and 2000........................................................    5

                     Notes to Condensed Financial Statements...............................................    6

Item 2.              Management's Discussion and Analysis of Financial Condition and Results
                        of Operations......................................................................   10

Item 3.              Qualitative and Quantitative Disclosure about Market Risk.............................   13

PART II.             OTHER INFORMATION

Item 2.              Changes in Securities and Use of Proceeds.............................................   14

Item 6.              Exhibits and Reports on Form 8-K......................................................   14

SIGNATURE..................................................................................................   15
</TABLE>



                                       2

<PAGE>

                          PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements

                               ENDWAVE CORPORATION
                            CONDENSED BALANCE SHEETS
               (In thousands, except share and per share amounts)
<TABLE>
<CAPTION>
                                                                                          September 30,   December 31,
                                                                                               2001           2000
                                                                                            ---------      ---------
                                      ASSETS                                               (unaudited)        (1)
<S>                                                                                       <C>            <C>
Current assets:
   Cash and cash equivalents .........................................................     $  21,341      $  74,061
   Short-term investments ............................................................        41,677         26,559
   Accounts receivable, net ..........................................................         3,694          7,761
   Inventories .......................................................................        17,764         19,828
   Other current assets ..............................................................           887          1,364
                                                                                           ---------      ---------
     Total current assets ............................................................        85,363        129,573
Property and equipment, net ..........................................................        20,855         25,077
Goodwill and other intangible assets, net ............................................           606         95,279
Other assets, net ....................................................................         1,137            736
                                                                                           ---------      ---------
                                                                                           $ 107,961      $ 250,665
                                                                                           =========      =========
LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable and bank overdraft ................................................     $   5,705      $   7,159
  Accounts payable to affiliates .....................................................         2,663          6,629
  Accrued liabilities ................................................................         9,081          4,273
  Deferred revenue ...................................................................          --              252
  Capital lease obligations, current .................................................         2,401          2,707
                                                                                           ---------      ---------
     Total current liabilities .......................................................        19,850         21,020
Deferred revenue .....................................................................            --            251
Restructuring reserve ................................................................           713             --
Capital lease obligations, less current portion ......................................         3,740          4,764
Stockholders' equity:
  Common stock, $0.001 par value per share; 50,000,000 shares authorized,
   35,364,283 and 34,121,755 issued and outstanding, respectively ....................            35             34
  Additional paid-in capital .........................................................       305,493        304,072
  Deferred stock compensation ........................................................        (6,855)       (14,043)
  Accumulated deficit ................................................................      (215,015)       (65,433)
                                                                                           ---------      ---------
Total stockholders' equity ...........................................................        83,658        224,630
                                                                                           ---------      ---------
                                                                                           $ 107,961      $ 250,665
                                                                                           =========      =========
</TABLE>

(1)  Derived from the Company's audited financial statements as of December 31,
     2000

                             See accompanying notes.

                                       3


<PAGE>

                               ENDWAVE CORPORATION
                       CONDENSED STATEMENTS OF OPERATIONS
               (In thousands, except share and per share amounts)
                                   (unaudited)
<TABLE>
<CAPTION>
                                                                        Three Months Ended                 Nine Months Ended
                                                                           September 30,                      September 30,
                                                                 ------------------------------      ------------------------------
                                                                      2001              2000             2001              2000
                                                                 ------------      ------------      ------------      ------------
<S>                                                             <C>               <C>               <C>               <C>
Revenues:
   Product revenues ($0, $4,913, $1,259 and $13,589 from                                                                          $
     affiliates, respectively) .............................     $      6,426      $     12,257      $     26,137      $     26,794
   Development fees ........................................               --               233               619             1,179
                                                                 ------------      ------------      ------------      ------------
     Total revenues ........................................            6,426            12,490            26,756            27,973
                                                                 ------------      ------------      ------------      ------------
Costs and expenses:
   Cost of product revenues ($0, $5,386, $1,632 and $14,382
     from affiliates, respectively) ........................           12,148            15,715            49,777            34,911
   Research and development ($0, $0, $0 and $781 from
     affiliates, respectively) .............................            3,674             2,939            10,307             6,671
   Selling, general and administrative ($0, $0, $0 and $310
     from affiliates, respectively) ........................            3,082             1,990             9,317             5,130
   Impairment of long-lived assets .........................               --                --            90,411                --
   Restructuring charge ....................................              868                --             6,743                --
   In-process research and development .....................               --                --                --            11,700
   Amortization of goodwill and other intangible assets ....              595             4,821             5,872            10,007
   Amortization of deferred stock compensation* ............            1,241             2,633             6,207             3,543
                                                                 ------------      ------------      ------------      ------------
Total costs and expenses ...................................           21,608            28,098           178,634            71,962
                                                                 ------------      ------------      ------------      ------------
Loss from operations .......................................          (15,182)          (15,608)         (151,878)          (43,989)
Interest income, net .......................................              504               188             2,296               541
                                                                 ------------      ------------      ------------      ------------
Loss before income tax .....................................          (14,678)          (15,420)         (149,582)          (43,448)
Income tax benefit .........................................               --                --                --               627
                                                                 ------------      ------------      ------------      ------------
Net loss ...................................................     $    (14,678)     $    (15,420)     $   (149,582)     $    (42,821)
                                                                 ============      ============      ============      ============
Net loss applicable to common stockholders subsequent to the
 merger.....................................................     $    (14,678)     $    (15,420)     $   (149,582)     $    (40,816)
                                                                 ============      ============      ============      ============
Basic and diluted net loss per share .......................     $      (0.42)     $     (22.99)     $      (4.29)     $     (61.97)
                                                                 ============      ============      ============      ============
Shares used in computing of basic and diluted net loss per
 share......................................................       35,358,298           670,599        34,846,042           658,625
                                                                 ============      ============      ============      ============
-------------------------
* Amortization of deferred stock compensation:
Cost of product revenues                                              $   402           $   868           $ 2,008           $ 1,100
Research and development                                                  367               706             1,671               931
Selling, general and administrative                                       472             1,059             2,528             1,512
                                                                 ------------      ------------      ------------      ------------
                                                                      $ 1,241           $ 2,633           $ 6,207           $ 3,543
                                                                 ============      ============      ============      ============
</TABLE>

                             See accompanying notes.

                                       4


<PAGE>

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

<TABLE>
<CAPTION>
                                                                                    Nine Months Ended
                                                                                      September 30,
                                                                                ------------------------
                                                                                   2001           2000
                                                                                ---------      ---------
<S>                                                                             <C>            <C>
Operating activities:
Net loss ..................................................................     $(149,582)     $ (42,821)
Adjustments to reconcile net loss to net cash used in operating activities:
   Depreciation ...........................................................         5,024          1,967
   Amortization of goodwill and other intangible assets ...................         5,872         10,007
   Amortization of deferred stock compensation ............................         6,207          3,543
   In-process research and development ....................................           --          11,700
   Impairment of long-lived assets ........................................        90,411             --
   Restructuring charge ...................................................         6,743             --
   Loss on disposal of fixed assets, net .................................            194              1

   Deferred income tax ....................................................            --           (327)
   Changes in operating assets and liabilities:
     Accounts receivable, net .............................................         7,675         (3,305)
     Inventories, net .....................................................         4,608         (9,610)
     Other assets .........................................................        (2,764)          (656)
     Accounts payable and bank overdraft ..................................        (2,144)         8,079
     Accounts payable, affiliates .........................................        (3,966)        (2,169)
     Accrued liabilities ..................................................         2,093          2,233
     Deferred revenue .....................................................          (503)           (62)
                                                                                ---------      ---------
   Net cash used in operating activities ..................................       (30,132)       (21,420)
                                                                                ---------      ---------
Investing activities:
   Cash paid for the acquisition of business ..............................        (4,000)            --
   Purchases of property and equipment ....................................        (2,404)        (4,874)
   Proceeds on sale of property and equipment .............................           399              3
   Purchases of short-term investments, net ...............................       (15,118)            --
                                                                                ---------      ---------
   Net cash used in investing activities ..................................       (21,123)        (4,871)
                                                                                ---------      ---------
Financing activities:
   Principal payments under capital lease obligations .....................        (1,868)          (918)
   Net cash acquired in conjunction with the acquisition of Endgate .......            --         20,882
   Net advances from TRW Inc. .............................................            --          5,993
   Net proceeds from issuance of preferred stock in conjunction with the
     acquisition of Endgate ...............................................            --         19,985
   Proceeds from stock options exercised ..................................           403             61
                                                                                ---------      ---------
   Net cash provided by (used in) financing activities ....................        (1,465)        46,003
                                                                                ---------      ---------
Net increase (decrease) in cash and cash equivalents ......................       (52,720)        19,712
Cash and cash equivalents at beginning of period ..........................        74,061            373
                                                                                ---------      ---------
Cash and cash equivalents at end of period ................................     $  21,341      $  20,085
                                                                                =========      =========
Supplemental cash flow information:
Cash paid for interest ....................................................     $     535      $     285
                                                                                =========      =========
Supplemental non-cash investing and financing activity:
Property and equipment acquired under capital leases ......................     $     538      $   1,936
                                                                                =========      =========
</TABLE>

                             See accompanying notes.


                                       5





<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 was 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 considered necessary for
a fair presentation of the results of the interim periods presented. These
condensed financial statements should be read in conjunction with our audited
financial statements for the year ended December 31, 2000.

3.   Reclassifications

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

4.   Accounting for the Impairment of Long-Lived Assets

     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 all its long-lived 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,

                                       6

<PAGE>

California facility. In connection with the transition, 108 of the Company's
employees were unable to relocate, and the Company provided severance payments
and benefits 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. All of the costs associated with the
transition are expected to be paid in 2001.

     In the second quarter of 2001, the consolidation of manufacturing
operations to the Company's Diamond Springs, California facility was
substantially completed. This resulted in transition costs recorded in the
second quarter of $510,000 and restructuring costs of $2.2 million. The
restructuring costs included $592,000 for additional severance and benefits and
$1.6 million for excess leased facilities in Sunnyvale, California.

     An additional restructuring charge of $868,000 primarily related to
severance and benefits was recorded in the third quarter. The workforce
reductions associated with this restructuring was 57. This brings the total
workforce reduction to 165 by the end of the third quarter, 2001. We expect this
will provide future cost savings of approximately $6.8 million on an annualized
basis.

     Following is a summary of activity in the restructuring reserve:
<TABLE>
<CAPTION>
                                                                          Lease
                                                       Severance    Cancellations and
                                                       Benefits     other exit costs
                                                       --------     -----------------
<S>                                                    <C>              <C>
March 2001 restructuring charge ..............         $   386          $    --
Payments .....................................             (88)              --
                                                       -------          -------
Balance at March 31, 2001 ....................             298               --
Additions ....................................             592            1,568
Payments .....................................            (890)            (150)
                                                       -------          -------
Balance at June 30, 2001 .....................              --            1,418
Additions ....................................             868
Payments .....................................            (676)            (135)
                                                       -------          -------
Balance at September 30, 2001 ................         $   192          $ 1,283
                                                       =======          =======

Current ......................................         $   192          $   570
Noncurrent ...................................              --              713
                                                       -------          -------
                                                       $   192          $ 1,283
                                                       =======          =======
</TABLE>

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):

                                             September 30,   December 31,
                                                 2001            2000
                                             -------------   ------------
     Raw materials .......................    $   11,701      $   16,416
     Work in process .....................         1,524           2,015
     Finished goods ......................         4,539           1,397
                                              ----------      ----------
                                              $   17,764      $   19,828
                                              ==========      ==========

                                       7



<PAGE>

7.   Property and equipment

     Property and equipment consists of the following (in thousands):
<TABLE>
<CAPTION>
                                                                         September 30,  December 31,
                                                                             2001           2000
                                                                         -------------  ------------
<S>                                                                        <C>            <C>
Land ..................................................................    $    391       $    200
Building ..............................................................       3,879          3,578
Computer equipment ....................................................         938            782
Software ..............................................................       1,162          1,076
Furniture and fixtures ................................................         361            254
Leasehold improvements ................................................         142            247
Laboratory, demonstration and manufacturing equipment .................      23,356         23,290
                                                                           --------       --------
                                                                             30,229         29,427
Less accumulated depreciation and amortization (including
   amortization of assets held under capital lease) ...................      (9,374)        (4,350)
                                                                           --------       --------
Property, and equipment, net ..........................................    $ 20,855       $ 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 prior to the merger. Accordingly, a basic net loss per share has
not been presented for periods prior to March 2000. Common equivalent shares,
totaling 647,000 in the nine months ended September 30, 2001 and 423,000 for
September 30, 2000 (computed using the treasury stock method), 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.

9.   Comprehensive Income (Loss)

     The Company had no items of other comprehensive income (loss) during the
three and nine months period ended September 30, 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
revenues for the period reported on were as follows (in thousands and as a
percentage of net revenues):

                                           Three Months ended September 30,
                                         -----------------------------------
                                               2001               2000
                                         ----------------   ----------------
United States .........................  $ 1,541    24.0%   $ 9,513    77.6%

Finland ...............................    4,818    75.0%     2,031    16.6%
Other .................................       67     1.0%       713     5.8%
                                         -------   -----    -------   -----
Total Europe ..........................    4,885    76.0%     2,744    22.4%
                                         -------   -----    -------   -----
   Total ..............................  $ 6,426   100.0%   $12,257   100.0%
                                         -------   -----    -------   -----


                                           Nine Months ended September 30,
                                         -----------------------------------
                                               2001               2000
                                         ----------------   ----------------
United States .........................  $ 8,205    31.4%   $23,610    88.1%

Finland ...............................   16,425    62.8%     2,031     7.6%
Other .................................    1,507     5.8%     1,153     4.3%
                                         -------   -----    -------   -----
Total Europe ..........................   17,932    68.6%     3,184    11.9%
                                         -------   -----    -------   -----
   Total ..............................  $26,137   100.0%   $26,794   100.0%
                                         -------   -----    -------   -----



                                       8

<PAGE>

     For the three months ended September 30, 2001, Nokia accounted for 75% of
total revenues, and for the nine months ended September 30, 2001, Nokia and
Hughes Network Systems accounted for 63% and 10% of total revenues,
respectively. Nokia, located in Finland, was the only customer in Finland for
the nine months ended September 30, 2001.

11.  Recent Accounting Pronouncements

     In July 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. ("SFAS") 141, "Business
Combinations." SFAS 141 requires the purchase method of accounting for business
combinations initiated after June 30, 2001 and eliminates the pooling of
interests method.

     In July 2001, the FASB issued SFAS 142, "Goodwill and Other Intangible
Assets", which is effective for the Company on January 1, 2002. SFAS 142
requires, among other things, the discontinuance of goodwill amortization and
includes provisions for the reclassification of certain existing recognized
intangibles as goodwill, reassessment of the useful lives of existing recognized
intangibles, and reclassification of certain intangibles out of previously
reported goodwill. The revised standards include transition rules and
requirements for identification, valuation and recognition of a much broader
list of intangibles as part of business combinations than prior practice, most
of which will continue to be amortized.

     In October 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets," that is applicable to financial
statements issued for fiscal years beginning after December 15, 2001. The FASB's
new rules on asset impairment supersede FASB Statement 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of,"
and portions of APB Opinion 30, "Reporting the Results of Operations." This
Standard provides a single accounting model for long-lived assets to be disposed
of and significantly changes the criteria that would have to be met to classify
an asset as held-for-sale. Classification as held-for-sale is an important
distinction since such assets are not depreciated and are stated at the lower of
fair value and carrying amount. This Standard also requires expected future
operating losses from discontinued operations to be displayed in the period(s)
in which the losses are incurred, rather than as of the measurement date as
presently required.

     The adoption of these standards is not expected to have a material impact
on the Company's consolidated financial statements.

12.  Acquisitions

     On April 24, 2001, the Company purchased substantially all of the 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 acquisition was accounted for
using the purchase method of accounting. The total consideration paid by the
Company in the acquisition, $4.0 million in cash and the issuance of 916,423
shares of the Company's common stock to M/A-Com Tech, Inc, was allocated to the
fair market value of the assets acquired and liabilities assumed. The amount
allocated to goodwill, $1.6 million, will be amortized on a straight-line basis
over an 8-month period. Amortization expense of $595,000 and $991,000 was
recorded for the three and nine months ended September 30, 2001.

     Pro forma results of operations have not been presented as the effects of
the acquisition were not material to the Company's financial position, results
of operations or cash flows for the periods presented.

13.  Stock Options

     On September 26, 2001, the Company announced a voluntary stock option
exchange program for its employees. Under the program, Endwave employees have
the option to cancel outstanding stock options previously granted with an
exercise price of $6.00 per share or greater in exchange for two new
nonqualified stock options granted on two separate dates. The election date was
October 25, 2001 and approximately 2,737,407 options were cancelled and 763,283
options were reissued with an option price of $0.85. As a result, these reissued
options are

                                       9

<PAGE>

considered variable awards and may result in additional compensation expense in
future periods. On April 26, 2002, approximately 1,974,124 options are expected
to be granted at the then fair market value.

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 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. 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 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 our customers. 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 are currently investigating plans for divestiture of our antenna product
division, and expect to effectively cease all operations relating to this
division by the end of calendar 2001. We expect that the net gain or loss will
be insignificant. The antenna revenues for the nine months ended September 30,
2001 were $1.3 million.

     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 and nine months ended September 30, 2001, sales
attributed to Nokia accounted for 75% and 63% of our nets sales during the
period. Sales attributable to Hughes Network Systems accounted for 0% and 10% of
our net sales for the three and nine month period ended September 30. 2001.

Results of Operations

     Three months ended September 30, 2001 and 2000 and nine months ended
September 30, 2001 and 2000

     Revenues

     Product revenues were $6.4 million for the three months ended September 30,
2001, a 48% decrease from $12.3 million for the same period in 2000. The
decrease was primarily due to the significantly lower unit sales of transceiver
and antenna products to Nortel, Hughes Network Systems and Rockwell
International. Product revenues were $26.1 million for the nine months ended
September 30, 2001, a 3% decrease from $26.8 million for the same period in
2000. The decrease for the nine months period is primarily attributable to a
decrease in the number of transceiver and antenna products sold and reflects a
slow-down in the global economy, and further tightening of financial markets in
the telecommunication industry, which has reduced our customers' ability to
secure financing and purchase products.

     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.

                                       10

<PAGE>

Development fees were $0 for the three months ended September 30, 2001, a 100%
decrease from $233,000 for the same period in 2000. Development fees were
$619,000 for the nine months ended September 30, 2001, a 48% decrease from $1.2
million for the nine months period ended September 30, 2000. The decrease in
development fees noted for both the three months and nine months ended September
30, 2001 is attributable to a decrease in the development of custom designed
products for Hughes Network Systems.

     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 September 30, 2001 was $12.1
million, a 23% decrease from $15.7 million for the same period in 2000. The
decrease was attributable to decreased shipments of our products, the impact of
restructuring, partially offset by increased warranty expense, and underutilized
assets and overhead costs. Cost of product revenues for the nine months ended
September 30, 2001 was $49.8 million, a 43% increase from $34.9 million for the
same period in 2000. The overall increase in cost 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 in the first
quarter of 2001, and special warranty charge of $3.2 million.

     During the third quarter, the Company provided a $3.2 million warranty
charge to cover repairing tranceivers that have been identified to have a
potentially faulty electronic component supplied by one of the company's
vendors. Although the reserve caused an increase in the cost of product revenues
for the quarter, the company believes that the cause of the component's out of
specification performance has been identified and corrected.

     Research and development expenses. Research and development expenses for
     ---------------------------------
the three months ended September 30, 2001 were $3.7 million, an increase of 28%
from $2.9 million for the same period in 2000. The increase was primarily due to
costs associated with an increase in personnel and related costs of facilities.
Research and development expenses for the nine months ended September 30, 2001
were $10.3 million, an increase of 54% from $6.7 million for the same period in
2000. The increase was primarily attributable to our March 2000 merger, the
addition of engineering personnel hired in connection with our acquisition of
assets from M/A-Com Tech, Inc. in the second quarter of 2001 and an increase in
product development activities.

     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 September 30, 2001 were $3.1 million, a 55% increase from $2.0
million for the same period in 2000. Selling, general and administrative
expenditures for the nine months ended September 30, 2001 were $9.3 million, an
82% increase from $5.1 million for the same period in 2000. The increases for
both the three and nine month periods ended September 30, 2001 were primarily
attributable to our combined operations following our March 2000 merger, the
hiring of additional administrative, sales and marketing personnel to support
the overall increased business activities, and the acquisition of assets of
M/A-Com Tech, Inc. in the second quarter of 2001, and increased public-company
related professional services.

     Impairment of long-lived assets. We review long-lived assets, including
     -------------------------------
intangible assets and goodwill, for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset exceeds the fair
value of the asset. The decline in the telecommunications market and our
decision to restructure the operations of the Company were considered indicators
of impairment in the first quarter of 2001. Our analysis of the future cash
flows indicated that the carrying value of goodwill and other intangible assets
was not recoverable. As a result, an impairment charge of $90.4 million was
recorded in the first quarter of 2001.

     Restructuring charge. On January 29, 2001, our Board of Directors approved
     --------------------
a restructuring plan related to our transition of all manufacturing activities
from our Sunnyvale, California facility to our Diamond Springs, California
manufacturing facility. Some of the factors that led to the decision to
restructure the Company include a decline in the telecommunications market, our
decision to exit the point-to-multipoint market and long-term excess capacity.
These non-recurring charges are comprised primarily of severance benefits, a
charge taken for obsolete

                                       11

<PAGE>

equipment associated with the point-to-multipoint market and for the write down
of excess leased facilities in Sunnyvale, CA.

     The consolidation of manufacturing operations to the Company's Diamond
Springs, California facility was substantially completed in the second quarter
of 2001 and this resulted in the reduction of approximately 108 regular
manufacturing employees. We recorded an additional restructuring charges of
$868,000 for severance and benefits for 57 individual in the three months ended
September 30, 2001. The restructuring costs of $6.7 million for the nine months
ended September 30, 2001 included $1.8 million for severance and benefits, $1.6
million for the write down of excess leased facilities in Sunnyvale, California
and $3.3 million related to equipment. There were no restructuring charges in
the three and nine months periods ended September 30, 2000. The expected
annualized savings from the workforce reduction is $6.8 million.

     In-process research and development expense. In connection with our merger
     -------------------------------------------
in March 2000 with TRW Milliwave, we allocated $11.7 million to
in-process-research and development in the nine months ended September 30, 2000.
The amount allocated to in-process research and development was expensed upon
acquisition because technological feasibility had not been established and no
future alternative uses existed. The Company continues to develop its Flip Chip
technology and to explore applications of this technology. The effort is
approximately 80% complete.

     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. We were
amortizing goodwill and other intangible assets acquired on a straight-line
basis over five to six years. As a result of the charges taken in the first
quarter of 2001 for impairment of long-lived assets, the carrying value of these
assets is zero.

     In April 2001, we acquired M/A-Com Tech, Inc.'s broadband wireless
business. The agreement was structured as a share purchase and accounted for as
a purchase transaction. In accordance with SFAS 142, goodwill will no longer be
amortization after December 2001.

     Amounts allocated to intangible assets are being amortized on a
straight-line basis over an eight-month period. Amortization of intangibles were
$595,000 and $4.8 million for the three months ended September 30, 2001 and
2000, respectively, and $5.9 million and $10.0 million for the nine months ended
September 30, 2001 and 2000, respectively.

     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. Deferred
stock compensation is represented as a reduction of stockholders equity.
Amortization of deferred stock compensation for the three months ended September
30, 2001 was $1.2 million, a decrease from $2.6 million for the same period in
2000. Amortization of deferred stock compensation for the nine months ended
September 30, 2001 was $6.2 million, an increase from $3.5 million for the same
period in 2000. The Company uses the graded method of amortization of deferred
stock compensation, which results in higher amortization in the earlier periods.

     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 increased to $629,000 in the three
months ended September 30, 2001 from $411,000 for the same period in 2000. For
the nine months ended September 30, 2001, interest income increased to $2.9
million from $910,000 for the same period in 2000. The increase in interest
income for the three and nine months ended September 30, 2001 was due to the
proceeds from the sale of shares of our 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 continue to decline.

     Interest expense decreased to $143,000 in the three months ended September
30, 2001, from $146,000 for the same period in 2000. The decrease in interest
expense for the three months ended September 30, 2001 was

                                       12

<PAGE>

attributable to a lower principal balance. For the nine months ended September
30, 2001 and 2000, interest expense increased to $535,000 in the nine months
ended September 30, 2001 from $285,000 for the same period in 2000. The overall
increase for the nine months ended September 30, 2001 was primarily attributable
to increased financing leases of manufacturing and engineering equipment.

     For the three months and nine months ended September 30, 2001, the loss on
disposal of excess equipment was $85,000 and $194,000.

Liquidity and Capital Resources

     Our principal source of liquidity as of September 30, 2001 consisted of
approximately $63.0 million in cash and cash equivalents and short-term
investments. For the nine months ended September 30, 2001, we used $30.1 million
from operating activities, as compared to $21.4 million for the same period in
2000. The increase in the use of cash in the nine months ended September 30,
2001 compared to the same period in 2000 was primarily due to an increased
operating loss, adjusted to reflect non-cash charges, decreases in accounts
payable and accrued liabilities, partially offset by decreases in accounts
receivable and expenditures associated with inventory purchases and the purchase
of assets from M/A-Com Tech, Inc. in the second quarter of 2001.

     Investing activities resulted in a net cash outflow of $21.1 million for
the nine months ended September 30, 2001, as compared to using $4.9 million for
the same period in 2000. Of the $21.1 million used in investing activities in
the nine months ended September 30, 2001, $4.0 million was associated with the
acquisition of assets used in M/A-Com Tech, Inc.'s broadband wireless business,
$15.1 million was for the purchase of short-term investments and $2.0 million
for capital equipment. We expect our capital expenditures to decrease in the
near term as we better utilize existing resources.

     Financing activities used $1.5 million of cash for the nine months ended
September 30, 2001, as compared to providing $46.0 million in cash for the same
period in 2000. Financing activities in the nine months ended September 30, 2001
included $403,000 in proceeds from the exercise of employee stock options, and
payments under capital lease obligations of $1.9 million. The net cash provided
by financing activities for the nine months ended September 30, 2000 was due
primarily to net cash acquired of $20.9 million and $20.0 million in proceeds
from our issuance of preferred stock, both of which were in conjunction with our
merger in March 2000, and net advances of funds by TRW of $6.0 million.

     We believe that our existing cash and investment balances 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.

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.

                                       13

<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. Net proceeds remaining will continue to
be used for general corporate purposes. We may in the future use proceeds to
acquire or invest in additional complementary businesses or products or to
obtain the right to use complementary technologies. As of October 31, 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

         None

                                       14

<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

Date: November 14, 2001                By: /s/ Julianne M. Biagini
                                          --------------------------------------
                                          Julianne M. Biagini
                                          Senior Vice President
                                          and Chief Financial Officer
                                          (Duly Authorized Officer and Principal
                                          Financial and Accounting Officer)



                                       15