<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                  FORM 10-QSB

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

                 For the quarterly period ended March 31, 2000

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

                For the transition period from ______ to _______

                         Commission file number 0-10696

                                LogiMetrics, Inc.
                 (Name of small business issuer in its charter)

        Delaware                                         11-2171701
(State or other jurisdiction of                       (I.R.S. Employer
incorporation or organization)                       Identification No.)

                  435 Moreland Road, Hauppauge, New York 11788
                    (Address of principal executive offices)

                    Issuer's telephone number: (631) 231-1700

                    50 Orville Drive, Bohemia, New York 11716
        (Former name, former address and former fiscal year, if changed
                               since last report)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.

                         Yes [ ]          No [X]

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:

Common Stock, par value                      Outstanding at February 28, 2001:
     $.01 per share                                168,510,190 shares

           Transitional Small Business Disclosure Format (check one):

                         Yes [ ]          No [X]


<PAGE>


                        LOGIMETRICS, INC. AND SUBSIDIARY

                                      INDEX



PART I - FINANCIAL INFORMATION                                           PAGE

Item 1.  Financial Statements (Unaudited)

Consolidated Balance Sheet - March 31, 2000................................3

Consolidated Statements of Operations:
Nine months ended March 31, 2000 and 1999..................................4

Three months ended March 31, 2000 and 1999.................................5

Consolidated Statements of Cash Flows -
Nine months ended March 31, 2000 and 1999..................................6

Notes to Consolidated Financial Statements..............................7-15

Item 2.  Management's Discussion and Analysis or Plan of Operation.....16-25

PART II - OTHER INFORMATION

Item 3.  Defaults Upon Senior Securities..................................26

Item 6.  Exhibits and Reports on Form 8-K.................................26

SIGNATURES................................................................27


                                       2

<PAGE>



                        LOGIMETRICS, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEET
                                 March 31, 2000
                                   (Unaudited)

<TABLE>
<CAPTION>
ASSETS
CURRENT ASSETS:
<S>                                                               <C>
   Cash                                                             $    932,815
   Accounts receivable, less allowance
       for doubtful accounts of $2,625                                   190,521
   Inventories (Note 3)                                                  554,905
   Prepaid expenses and other current assets                              45,726
                                                                    ------------
          Total current assets                                         1,723,967

   Equipment and fixtures, net                                           943,737
   Other assets                                                           78,634
                                                                    ------------
TOTAL ASSETS                                                        $  2,746,338
                                                                    ============

LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
   Accounts payable and other accrued expenses (Note 4)             $  3,820,919
   Net short-term liabilities of discontinued operations (Note 2)      5,094,884
   Current portion of long-term debt (Note 5)                         17,862,182
                                                                    ------------
          Total current liabilities                                   26,777,985

   Long-term debt (Note 5)                                               244,730
                                                                    ------------

TOTAL LIABILITIES                                                     27,022,715
                                                                    ------------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' DEFICIT
   Preferred Stock:
          Series A, stated value $50,000 per share;
          authorized, 200 shares; issued and
          outstanding, 26 shares                                         858,486
   Common Stock:
          Par value $.01; authorized,
          100,000,000 shares; issued and
          outstanding, 28,935,925 shares                                 289,360
   Additional paid-in capital                                          4,833,877
   Accumulated deficit                                               (30,068,650)
   Stock subscriptions receivable (Note 6)                              (189,450)
                                                                    ------------

TOTAL STOCKHOLDERS' DEFICIT                                          (24,276,377)
                                                                    ------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                         $  2,746,338
                                                                    ============
</TABLE>


                 See Notes to Consolidated Financial Statements

                                       3
<PAGE>
                        LOGIMETRICS, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)


<TABLE>
<CAPTION>

                                                                        Nine Months Ended
                                                                              March 31,
                                                                    2000                    1999
                                                             ------------------      -------------------
<S>                                                          <C>                      <C>
Revenues                                                     $  1,087,744              $  3,209,835
Costs and expenses:
  Cost of revenues                                              1,420,781                 2,280,214
  Selling, general and administrative expenses                  3,513,960                 2,380,422
  Research and development                                        976,543                   743,774
                                                             ------------------      -------------------
Loss from operations                                           (4,823,540)               (2,194,575)
Interest expense                                                1,554,187                 1,256,418
                                                             ------------------      -------------------
Loss before income taxes                                       (6,377,727)               (3,450,993)
Income tax benefit                                                   --                     (19,497)
                                                             ------------------      -------------------
Loss from continuing operations                                (6,377,727)               (3,431,496)
                                                             ------------------      -------------------
Discontinued operations:
  (Loss) income from operations                                (4,302,547)                  582,019
  Loss on disposal of discontinued operations                  (2,090,000)                     --
                                                             ------------------      -------------------
  Total (loss) income from discontinued operations             (6,392,547)                  582,019
Net loss                                                      (12,770,274)               (2,849,477)
Preferred stock dividends                                         113,217                   178,663
                                                             ------------------      -------------------
Net loss attributable to common stockholders                 $(12,883,491)             $ (3,028,140)
                                                             ==================      ===================
Net loss attributable to common stockholders
  from continuing operations                                 $ (6,490,944)             $ (3,610,159)
                                                             ==================      ===================
Basic and diluted loss per common share (Note 7):
  Loss from continuing operations                            $      (0.23)             $      (0.13)
  (Loss) income from discontinued operations                        (0.15)                     0.02
  Loss on disposal of discontinued operations                       (0.07)                     --
                                                             ------------------      -------------------
  Net loss attributable to common stockholders               $      (0.45)             $      (0.11)
                                                             ==================      ===================
Basic and diluted weighted average
  number of common shares (Note 7)                             28,713,327                28,478,770
                                                             ==================      ===================
</TABLE>


      See Notes to Consolidated Financial Statements

                                       4
<PAGE>
                        LOGIMETRICS, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                          Three Months Ended
                                                                                March 31,
                                                                          2000                  1999
                                                                  ------------             -------------
<S>                                                            <C>                       <C>
Revenues                                                          $    546,442              $  1,510,568
Costs and expenses:
  Cost of revenues                                                     512,024                 1,004,353
  Selling, general and administrative expenses                       1,925,827                   821,397
  Research and development                                             272,686                   229,724
                                                                  ------------             -------------
Loss from operations                                                (2,164,095)                 (544,906)

Interest expense                                                       551,452                   473,612
                                                                  ------------             -------------
Loss from continuing operations                                     (2,715,547)               (1,018,518)
                                                                  ------------             -------------
Discontinued operations:

  (Loss) income from operations                                     (2,373,371)                  239,362
  Loss on disposal of discontinued operations                       (2,090,000)                     --
                                                                  ------------             -------------
  Total (loss) income from discontinued operations                  (4,463,371)                  239,362

  Net loss                                                          (7,178,918)                 (779,156)
Preferred stock (dividends forfeited) dividends                         (6,761)                   58,685
                                                                  ------------             -------------
Net loss attributable to common stockholders                      $ (7,172,157)             $   (837,841)
                                                                  ============              ============

Net loss attributable to common stockholders
  from continuing operations                                      $ (2,708,786)             $ (1,077,203)
                                                                  ============              ============

Basic and diluted loss per common share (Note 7):

  Loss from continuing operations                                 $      (0.10)             $      (0.04)
  (Loss) income from discontinued operations                             (0.08)                     0.01
  Loss on disposal of discontinued operations                            (0.07)                     --
                                                                  ------------             -------------
  Net loss attributable to common stockholders                    $      (0.25)             $      (0.03)
                                                                  ============              ============
Basic and diluted weighted average
  number of common shares (Note 7)                                  28,797,775                28,490,430
                                                                  ============              ============
</TABLE>


                 See Notes to Consolidated Financial Statements

                                       5
<PAGE>

                        LOGIMETRICS, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                          Nine Months Ended
                                                                                               March 31,
                                                                                        2000                  1999
                                                                                  ------------          ------------
<S>                                                                          <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss before preferred stock dividends                                         $(12,770,274)         $ (2,849,477)
                                                                                  ------------          ------------
Loss (income) from discontinued operations                                           6,392,547              (582,019)
Adjustments to reconcile net loss before preferred
stock dividends to net cash used in operating activities
from continuing operations:
  Depreciation and amortization                                                        378,911               531,269
  Accrued interest expense                                                           1,352,800               956,179
  Financing fee                                                                        764,678                  --
  Stock compensation expense                                                              --                  34,635
Increase (decrease) in cash from:
  Accounts receivable                                                                   97,833              (891,118)
  Inventories                                                                          244,569                29,674
  Prepaid expenses and other
    current assets                                                                     (40,832)              (26,374)
  Accounts payable and accrued expenses                                                882,991               642,551
  Other assets/liabilities                                                             (35,628)              (19,697)
                                                                                  ------------          ------------
      Total adjustments                                                             10,037,869               675,100
                                                                                  ------------          ------------
Net cash used in operating activities from continuing operations                    (2,732,405)           (2,174,377)
                                                                                  ------------          ------------
CASH FLOWS FROM INVESTING ACTIVITIES -
  Purchases of equipment and fixtures                                                 (258,558)             (253,478)
                                                                                  ------------          ------------
Net cash used in investing activities from continuing operations                      (258,558)             (253,478)
CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from debt issuance                                                        2,000,000             2,416,667
  Proceeds from Signal loan                                                          2,000,000                  --
  Proceeds from warrant issuance                                                          --                  83,333
  Loans from stockholders                                                              180,934               387,347
  Repayment of loans from stockholders                                                 (91,681)             (119,339)
  Proceeds from exercise of warrants                                                      --                  15,000
  Repayment of debt                                                                   (155,304)             (321,691)
                                                                                  ------------          ------------
Net cash provided by financing activities from continuing operations                 3,933,949             2,461,317
                                                                                  ------------          ------------
Net cash used in discontinued operations                                              (410,931)              (36,245)
NET INCREASE (DECREASE) IN CASH                                                        532,055                (2,783)
CASH, beginning of period                                                              400,760               432,250
                                                                                  ------------          ------------
CASH, end of period                                                               $    932,815          $    429,467
                                                                                  ============          ============
</TABLE>


                      See Notes to Consolidated Financial Statements



                                    6

<PAGE>
                        LOGIMETRICS, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

1. Financial Statements

The accompanying consolidated financial statements include the accounts of
LogiMetrics, Inc. ("LogiMetrics") and its wholly-owned subsidiary, mmTech, Inc.
("mmTech") (collectively, the "Company"). Unless otherwise indicated, all
references to the Company include mmTech and all references to LogiMetrics mean
the Company excluding mmTech. All intercompany balances and transactions have
been eliminated. Certain amounts in the 1999 financial statements have been
reclassified to conform with the 2000 presentation.

The balance sheet as of March 31, 2000, the statements of operations for the
three and nine month periods ended March 31, 2000 and 1999, and the statements
of cash flows for the nine-month periods ended March 31, 2000 and 1999, are
unaudited. Such unaudited consolidated financial statements have been prepared
in accordance with accounting principles generally accepted in the United States
of America for interim financial reporting and with the instructions to Form
10-QSB. Accordingly, they do not include all of the information and disclosures
required by accounting principles generally accepted in the United States of
America for complete financial statements. In the opinion of management, all
adjustments, consisting of normal recurring accruals considered necessary for a
fair presentation, have been included. Results for the three and nine month
periods ended March 31, 2000 are not necessarily indicative of the results that
may be achieved for any other interim period or for the fiscal year ended June
30, 2000. These statements should be read in conjunction with the financial
statements and related notes included in the Company's Annual Report on Form
10-KSB for the year ended June 30, 1999.

2. Discontinued Operations

On February 17, 2000, the Company and Signal Technology Corporation ("Signal")
entered into a non-binding Letter of Intent (the "Letter of Intent"). In
connection with the Letter of Intent, the Company and Signal entered into a
Management Agreement (the "Management Agreement") pursuant to which Signal,
through its Keltec division, assumed the management and operation of the
Company's high-power amplifier business, formerly conducted by the Company at
its Bohemia, New York facility (the "New York Business") and assumed certain
liabilities of the New York Business. Under the Management Agreement, Signal was
responsible for all expenses incurred and was entitled to retain all revenues
generated in connection with its operation of that business. Signal also agreed
to make interest payments on the Company's outstanding bank indebtedness during
the period it is operating the New York Business. In July 2000, the Company
terminated the Letter of Intent. In November 2000, the Company and Signal
finalized negotiations resulting in Signal's acquisition of the New York
Business. Pursuant to the acquisition terms, the Company paid Signal
approximately $2.1 million to offset certain costs incurred by Signal during the
course of its management of the New York Business and for certain known
liabilities of this business. Additionally, the Company has agreed to retain
other specific liabilities of the New York Business. In connection with the sale
of the New York Business to Signal, the Company recorded a loss on disposal of
approximately $2.1 million ($0.07 per share). The New York Business is reported
as a discontinued operation for all periods presented. The statements of
consolidated income, cash flows, and related notes to consolidated financial
statements have been restated to conform to the discontinued operations
presentation. See Note 9.

Revenues generated by the New York Business during 2000 through the date of
disposition (February 17, 2000) were approximately $1.0 million. Revenues for
the nine months ended March 31, 1999 were approximately $6.5 million. These
amounts are not included in revenues as reported in the Consolidated Statements
of Operations.

3. Inventories

Inventory consists of the following at March 31, 2000:

Raw material and components        $ 219,475
Work-in-progress                     335,430
                                   ---------
                                    $554,905
                                   =========


                                       7

<PAGE>
                        LOGIMETRICS, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                                   (Unaudited)


4. Accounts Payable and Other Accrued Expenses

Accounts payable and other accrued expenses consist of the following at March
31, 2000:

Accounts payable                                      $     1,224,899
Preferred stock dividends payable                             861,162
Accrued professional fees                                     515,490
Other accrued expenses                                      1,219,368
                                                      ---------------
                                                      $     3,820,919
                                                      ===============

5. Long-Term Debt

Long-term debt consists of the following at March 31, 2000:

Replacement Note                                      $     1,785,658
Class A Debentures                                          5,374,870
Class B Debentures                                          2,316,477
Class C Debentures                                          3,175,112
Bridge Notes                                                1,076,253
Investor Loans                                              1,021,407
Signal Loan                                                 2,019,005
Notes payable - stockholder                                   849,206
Capital lease obligations                                     488,924
                                                       --------------
                                                           18,106,912
Less: current portion                                      17,862,182
                                                       --------------
                                                       $      244,730
                                                       ==============

On September 7, 1999, the Company sold an aggregate of $1.0 million of its
Negotiable Secured Senior Subordinated Promissory Notes due March 7, 2000 (the
"Bridge Notes") to a group of institutional investors (the "Lenders") for an
aggregate cash purchase price of $1.0 million. The Bridge Notes bear interest at
a rate of 13% per annum. Pursuant to the terms of the Second Amended and
Restated Security Agreement, Intercreditor Agreement, Waiver and Consent (the
"Intercreditor Agreement"), the Bridge Notes are secured by a security interest
in all of the Company's assets and ranks junior to the Reduced and Extended
Revolving Credit Note (the "Replacement Note") entered into by the Company with
North Fork Bank (the "Bank"). The Replacement Note ranks senior to the Class A
13% Convertible Senior Subordinated Pay-in-Kind Debentures, due July 29, 1999
(the "Class A Debentures"), the Amended and Restated 13% Senior Subordinated
Convertible Pay-in-Kind Debentures due July 29, 1999 (the "Class B Debentures")
and the Class C 13% Senior Subordinated Debentures due September 30, 1999 (the
"Class C Debentures"). Pursuant to the terms of the Intercreditor Agreement,
each of the holders of the Class A Debentures, the Class B Debentures and the
Class C Debentures consented to the issuance of the Bridge Notes and the
granting of the security interest described above. As consideration for the
purchase of the Bridge Notes, Mr. Charles S. Brand, the Company's Chairman,
transferred to the Lenders an aggregate of 3.0 million shares of the Company's
common stock, par value $0.01 per share (the "Common Stock") owned by him.
Accordingly, a financing fee and a capital contribution of approximately $0.8
million was recorded by the Company. All of the Class A Debentures, Class B
Debentures and Class C Debentures were converted into shares of the Company's
Common Stock subsequent to March 31, 2000. See Note 9.

                                       8

<PAGE>


                        LOGIMETRICS, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                                   (Unaudited)

On February 17, 2000, the Company entered into the Letter of Intent with Signal.
The Company terminated the Letter of Intent with Signal subsequent to March 31,
2000. See Note 9.

In connection with the Letter of Intent, at March 31, 2000, Signal had loaned
$2.0 million to the Company for working capital and other purposes (the "Signal
Loan") pursuant to the terms of a Negotiable Secured Senior Subordinated
Promissory Note (the "Signal Note").

Prior to and concurrent with the making of the Signal Loan, certain existing
investors in the Company also loaned the Company $1.0 million (the "Investor
Loans"). The Investor Loans have been made on the same terms and conditions as
the Bridge Notes, but rank senior to the Bridge Notes. The Signal Loan and the
Investor Loans were repaid subsequent to March 31, 2000. See Note 9.

The Signal Loan and the Investor Loans described above are collectively
referred to as the "Signal Transactions."

In connection with the Signal Transactions, the Company and the Bank entered
into a Consent Letter (the "Consent Letter") pursuant to which the Bank
consented to the Signal Transactions and agreed to waive any defaults under the
Replacement Note resulting therefrom. In addition, in the Consent Letter, the
Bank agreed to modify and extend the maturity date of the Replacement Note from
December 31, 1999 to June 30, 2000 and to eliminate certain covenants contained
therein. In exchange, the Company agreed, among other things, (i) to reduce the
amount available under the Replacement Note to $1.8 million (the amount
outstanding thereunder as of such date), (ii) that no further advances would be
made under the Replacement Note, (iii) to pay all past due amounts outstanding
under the Replacement Note, and to pay the Bank certain additional fees
specified in the Consent Letter, and (iv) to extend the expiration date of the
Common Stock Purchase Warrants, Series J (the "Series J Warrants") to June 30,
2000. See Note 9 for a discussion of the extension of the Replacement Note
maturity date and the expiration date of the Series J Warrants.

Principal payments due on all long-term debt consist of the following:

Fiscal year ending June 30, 2000                         $   1,845,081
Fiscal year ending June 30, 2001                            16,092,240
Fiscal year ending June 30, 2002                               158,795
Fiscal year ending June 30, 2003                                10,796
                                                         -------------
                                                         $  18,106,912
                                                         =============
See Note 9.

6. Stock Subscriptions Receivable

Stock subscriptions receivable consists of the following at March 31, 2000:

          Notes from former officers                     $     154,450
          Note from a director                                  35,000
                                                         -------------
                                                         $     189,450
                                                         =============

7. Loss Per Share

Loss per common share was computed by dividing the net loss by the weighted
average number of shares of common stock outstanding during each of the periods
presented. The loss per share calculations for the three-month and nine-month
periods ended March 31, 2000 and March 31, 1999 do not give effect to common
stock equivalents because they would have an antidilutive effect.

                                       9

<PAGE>


                        LOGIMETRICS, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                                  (Unaudited)


8. Related Party Transactions

Mr. Brand owns 40% of the outstanding common stock of Advanced Control
Components, Inc. ("ACC"). ACC sublets space from the Company at its Eatontown,
New Jersey facility, the rent incurred by ACC is approximately $58 thousand per
annum. Employees from mmTech perform services for ACC and employees from ACC
perform services for mmTech from time to time. The company utilizing such
services pays to the company providing such services an amount equal to two
times the base hourly salary of the employees providing such services for the
number of hours involved. Pursuant to such arrangements, ACC incurred expenses
of $113 thousand and $31 thousand and mmTech incurred expenses of $5 thousand
and $32 thousand for the nine months ended March 31, 2000 and March 31, 1999,
respectively. At March 31, 2000, ACC owed mmTech approximately $43 thousand.

9. Subsequent Events

In July 2000, the Company and L-3 Communications Corporation ("L-3") entered
into a Purchase Agreement, dated July 10, 2000 (the "Purchase Agreement"),
pursuant to which, among other things, L-3 acquired on July 11, 2000,
beneficially and of record, 93.2 million newly issued shares (the "L-3 Shares")
of the Company's outstanding Common Stock, for an aggregate purchase price of
$15.0 million, $8.5 million of which was paid in cash at the closing on July
11, 2000 of the transactions contemplated by the Purchase Agreement (the
"Closing") and the balance of which was paid in the form of a secured
promissory note (the "Note"). At the Closing, the L-3 Shares constituted
approximately 53.5% of the Company's outstanding Common Stock on a fully
diluted basis (calculated after giving effect to the transactions contemplated
by the Purchase Agreement and certain anti-dilution adjustments set forth in
the Purchase Agreement). Pursuant to the terms of a Stock Pledge Agreement,
dated July 10, 2000 (the "Stock Pledge Agreement"), executed by L-3 in favor of
the Company, the obligations of L-3 under the Note are secured by a pledge of
43.33% of the L-3 Shares. The Note will be prepaid from time to time as
necessary to fund the Company's reasonable ongoing working capital needs. If
not paid prior thereto, the Note will be paid in full on the earlier of (i)
January 2, 2001 and (ii) the date that the Company consummates a qualifying
Public Offering (as defined in the Purchase Agreement) of its equity securities
(a "Qualifying Offering"). The Company and L-3 subsequently agreed to extend
the maturity date. As of February 22, 2001, the Note had been paid in full by
L-3. Pursuant to the terms of the Purchase Agreement, the number of shares of
Common Stock issued to L-3 was adjusted to 92.1 million, constituting 53.5% of
the Company's outstanding Common Stock as calculated pursuant to the Purchase
Agreement.

The number of shares of Common Stock issuable to L-3 will be adjusted, if
necessary, after the Closing so that the L-3 Shares will, following such
adjustment, constitute 53.5% of the Company's outstanding Common Stock after
giving effect to the dilutive effects of the conversion of certain contingently
issuable securities as specified in the Purchase Agreement.

Under the Purchase Agreement, L-3 has agreed, subject to the satisfaction of
certain conditions, to purchase up to 3,333,333 shares of Common Stock (the
"Additional Shares") for $5.0 million on or after January 2, 2001, to the
extent the Company requires additional reasonable ongoing working capital to
operate its business. As of March 16, 2001, L-3 has acquired 666,667 Additional
Shares for $1.0 million.

Pursuant to the terms of the Purchase Agreement, the Company has granted to L-3
an option (the "L-3 Option") to acquire up to 5,555,555 shares of Common Stock
at an exercise price of $0.54 per share (subject to adjustment in certain
circumstances). The L-3 Option is exercisable upon the purchase of all of the
Additional Shares.

In the Purchase Agreement, L-3 granted to the Company the option, exercisable
by a majority of the entire Board of Directors of the Company (the "Board"), to
cause L-3 to transfer without further consideration certain technology and
other assets to the Company in connection with the Qualifying Offering upon the
satisfaction of certain conditions. Pursuant to the Purchase Agreement, L-3
may, in its sole discretion, provide administration and other services and
equipment (including team services, support services, facilities, tools and
equipment) to the Company. Such services and equipment will be billed, from
time to time, at cost to the Company, including direct labor, direct material,
other direct charges and expenses and overhead (including a corporate expense
allocation charge equal to 1.5% of the Company's consolidated sales).

                                      10

<PAGE>


                        LOGIMETRICS, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                                  (Unaudited)

L-3 also has agreed to use its reasonable best efforts (i) for a specified
period of time after the Closing to obtain an additional $5.0 million
investment in the Company from one or more investment banks on the same terms
as L-3's purchase of the Additional Shares; and (ii) to cooperate with the
Company to consummate the Qualifying Offering, subject to market and economic
conditions.

Pursuant to the Purchase Agreement, the Company has agreed to maintain
directors' and officers' insurance in place for a period of six years (subject
to certain expense limitations) and to maintain certain provisions in its
charter and by-laws relating to the indemnification of directors and officers
for such six-year period.

Under the Purchase Agreement, the Company may not, without the approval of
either (i) those holders of Common Stock (excluding L-3, entities controlled,
directly or indirectly, by L-3 and executive officers (within the meaning of
the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of L-3)
(the "Minority Stockholders") that represent not less than a majority of the
outstanding Common Stock held by all such holders (a "Special Stockholder
Majority") or (ii) a majority of the directors elected by the Existing Holders
(as defined below), effect the following extraordinary transactions: (A)
certain mergers, consolidations or share exchanges, (B) the sale of all or
substantially all of its assets in one transaction or a series of related
transactions, (C) the seeking of protection under applicable bankruptcy and
insolvency laws, (D) the issuance, offer or sale of any shares of its capital
stock or securities exercisable for, convertible into or otherwise giving the
holder the right to obtain shares of capital stock (other than the issuance of
shares and options pursuant to the Purchase Agreement, shares issuable upon the
exercise or conversion of outstanding securities, the granting of certain
options and rights to purchase Common Stock contemplated by the Purchase
Agreement and shares of Common Stock issuable upon the exercise of such options
and rights), (E) the amendment of its certificate of incorporation or by-laws
if the terms of such amendment would conflict with the terms of the Purchase
Agreement and the transactions contemplated thereby or would materially and
adversely affect the rights of the Minority Stockholders, (F) amend or modify
any of the provisions of the documents relating to the Purchase Agreement, (G)
enter into a Rule 13e-3 transaction (as defined in Rule 13e-3 promulgated under
the Exchange Act), or (H) enter into, assume or become bound by any agreement,
instrument or understanding to do any of the foregoing or otherwise attempt to
do any of the foregoing. In addition, L-3 has agreed not to sell to a
non-affiliated third party more than 53.27% of the L-3 Shares prior to December
31, 2001.

The directors appointed by the Existing Holders will have the right to enforce
the provisions of the Purchase Agreement and to otherwise act on behalf of the
Company with respect to the Purchase Agreement and the other documents relating
thereto. These provisions will expire upon the earlier of (i) the consummation
of a Qualifying Offering and (ii) the date upon which the Existing Holders
collectively cease to own at least 10% of the outstanding Common Stock (as
determined pursuant to the provisions of the Purchase Agreement).

Under the Purchase Agreement, L-3 has the right to cancel (in whole or in
part), at L-3's option, its obligation to make any payment in respect of the
Note if, in L-3's reasonable discretion: (i) a breach by the Company of any
representation, warranty, covenant or agreement contained in the Purchase
Agreement or any other document relating thereto results from or has resulted
in a Material Adverse Effect (as defined in the Purchase Agreement) with
respect to either (A) the Company, or (B) L-3; or (ii) a Material Adverse
Effect (as defined in the Purchase Agreement) has occurred or shall occur with
respect to the Company as a result of certain specified litigation claims. If
L-3 exercises its right not to pay amounts due under the Note and it is
determined by a court of competent jurisdiction in a final, non-appealable
judgment or order or by a final, non-appealable arbitration award that L-3 did
not in fact have the right to cancel its obligation to make any payment in
respect of the Note, then L-3 must pay to the Company the Liability Amount (as
defined below), as liquidated damages for loss of a bargain and not a penalty.
The payment of the Liability Amount will be the sole and exclusive remedy of
the Company in connection with such a breach by L-3 and L-3 will have no other
liability to the Company in respect thereof. The term "Liability Amount" is
defined in the Purchase Agreement as the portion of the purchase price for the
L-3 Shares not paid in cash by L-3 to the Company at such time.

In addition, pursuant to the terms of the Purchase Agreement, L-3 has the right
to cancel (in whole or in part), at L-3's option, its obligation to purchase
Additional Shares if, in L-3's reasonable discretion: (i) a breach by the
Company of any representation, warranty, covenant or agreement contained in the
Purchase Agreement or any other document relating thereto results from or
results in a Material Adverse Effect (as defined in the Purchase Agreement)
with respect to either (A) the Company, or (B) L-3; or

                                      11

<PAGE>

                        LOGIMETRICS, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                                  (Unaudited)

(ii) after the Closing, a Material Adverse Effect has occurred or shall occur
with respect to the Company. If L-3 exercises its right not to consummate the
purchase of the Additional Shares and it is determined by a court of competent
jurisdiction in a final, non-appealable judgment or order or by a final,
non-appealable arbitration award that L-3 did not in fact have the right to
cancel its obligation to purchase the Additional Shares, then L-3 must pay to
the Company the Damage Amount (as defined below), as liquidated damages for
loss of a bargain and not a penalty. The payment of the Damage Amount will be
the sole and exclusive remedy of the Company in connection with such a breach
by L-3 and L-3 will have no other liability to the Company in respect thereof.
The term "Damage Amount" is defined in the Purchase Agreement as the portion of
the purchase price for the Additional Shares not paid in cash by L-3 to the
Company at such time.

Each of the Company and L-3 has agreed in the Purchase Agreement to indemnify
the other party and certain related parties and hold them harmless from any
losses arising from, in connection with or otherwise with respect to its breach
of any representation or warranty contained in the Purchase Agreement (subject
to the expiration of such representations and warranties) or its failure to
perform any covenant or agreement made or contained in the Purchase Agreement
or fulfill any obligation in respect thereof. If the Company is required to
indemnify L-3 pursuant to these provisions (as determined by a court of
competent jurisdiction or by an arbitration award), then L-3 is entitled, in
addition to any other right or remedy it may have, to exercise rights of
set-off against any amounts then due and payable to the Company under the
Purchase Agreement or that may thereafter become due and payable to the Company
under the Purchase Agreement (including under the Note and in respect of the
purchase price for the Additional Shares). L-3's obligation to indemnify the
Company and certain related parties pursuant to these provisions (as determined
by a court of competent jurisdiction or by an arbitration award) shall not
exceed in the aggregate $20.0 million, such $20.0 million to be reduced from
time to time beginning on the Closing by any and all amounts paid in cash to
the Company or on its behalf pursuant to the Purchase Agreement (including the
$8.5 million which was paid in cash at the Closing, payments or other credits
with respect of the Note and the purchase price paid for the Additional
Shares).

Effective as of the Closing, the number of directors constituting the Board was
reduced to three; Charles S. Brand, Frank A. Brand and Mark B. Fisher resigned
as directors of the Company and Jay B. Langner was appointed as a director of
the Company. Pursuant to the terms of the Stockholders Agreement, dated July
10, 2000 (the "Stockholders Agreement"), among the Company, L-3 and the other
parties thereto (the "Existing Holders"), upon compliance by the Company with
the requirements of Section 14(f) of the Exchange Act and Rule 14f-1
promulgated thereunder (the "Effective Time"), the number of directors
constituting the Board was set at seven. The Existing Holders have the right to
designate three directors so long as they continue to beneficially own at least
15% of the outstanding Common Stock (as determined pursuant to a specified
formula). If the Existing Holders beneficially own less than 15% of the
outstanding Common Stock (as so determined), the number of directors the
Existing Holders will have the right to appoint will be reduced to two. If the
Existing Holders beneficially own less than 10% of the outstanding Common
Stock, they no longer will have the right to designate directors of the
Company. From and after the Effective Time, L-3 has the right under the
Stockholders Agreement to designate the remaining members of the Board so long
as it continues to be the owner of at least 25% of the outstanding Common Stock
(as so determined).

Under the terms of the Stockholders Agreement, so long as L-3 remains the owner
of at least 25% of the Common Stock (as so determined), L-3 has a right of
first offer with respect to the proposed transfer, in one or a series of
related transactions, by a Major Selling Stockholder (as defined in the
Stockholders Agreement) of (i) 10% or more of the Common Stock Equivalents (as
so defined), other than in certain specified market transactions, or (ii)
Common Stock Equivalents which to the actual knowledge of the Major Selling
Stockholder, together with the holdings of Common Stock Equivalents of the
person to which the transfer is to be made, would result in such person owning
more than 10% of the Common Stock Equivalents (after giving effect to such
transfer).

Pursuant to the terms of the Stockholders Agreement, the Existing Holders
effected the conversion or exchange of certain convertible indebtedness and
warrants held by them as described below, waived certain anti-dilution rights,
including rights resulting from the Transaction, waived certain registration
rights and consented to the Transaction. In addition, the Existing Holders
agreed to extend the maturity date of the Bridge Notes to the earlier of (i)
the fifth day following the consummation of a Qualifying Offering and (ii) June
30, 2001, and agreed to waive certain other rights specified in the
Stockholders Agreement.

                                      12
<PAGE>


                        LOGIMETRICS, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                                  (Unaudited)

The Stockholders Agreement terminates upon the earliest to occur of (i) the
consummation of a Qualifying Offering, (ii) with respect to L-3 or an Existing
Holder, when such party has effected the transfer of its entire ownership
interest in the Company to persons that are not affiliates of L-3 or the
Existing Holders, as the case may be, (iii) the consummation of a qualifying
"Company Sale" (as defined in the Stockholders Agreement), and (iv) the written
mutual consent of L-3 and the Existing Holders that collectively own a majority
of the Common Stock Equivalents then held by all Existing Holders.

Effective upon the Closing, the following persons were elected to hold the
offices set forth opposite their respective names.


John S. Mega..........................Acting President
Charles S. Brand......................Senior Vice President of Technology and
                                      Acting General Manager -- New Jersey
                                      Operations
Norman M. Phipps......................Senior Vice President of Administration
Christopher C. Cambria................Vice President and Secretary

In connection with and prior to the Closing, the holders of the Company's
outstanding Class A Debentures, Class B Debentures and Class C Debentures
(collectively, the "Convertible Debt") converted such indebtedness into an
aggregate of 30.6 million shares of Common Stock. In addition, prior to the
Closing, the holders of the Company's outstanding Series A 12% Cumulative
Convertible Redeemable Preferred Stock, stated value $50,000 per share (the
"Series A Preferred Stock"), converted the Series A Preferred Stock into an
aggregate of 2.4 million shares of Common Stock. The conversion of the Series A
Preferred Stock resulted in the elimination of accrued and unpaid dividends on
the Series A Preferred Stock of approximately $0.9 million. Prior to the
Closing, the Existing Holders also exchanged their outstanding warrants to
purchase Common Stock for an aggregate of 12.3 million shares of Common Stock.
In addition, subsequent to the Closing other investors exchanged their
outstanding warrants to purchase Common Stock for an aggregate of 2.1 million
shares of Common Stock.

In connection with and prior to the Closing, the Company amended (i) its
Certificate of Incorporation to increase the number of authorized shares to
355.0 million shares, consisting of 350.0 million shares of Common Stock and
5.0 million shares of preferred stock, par value $0.01 per share, and (ii) its
By-laws to allow the holders of a majority of the outstanding Common Stock to
call special meetings of the stockholders of the Company. Copies of the
amendment of the Company's Certificate of Incorporation and By-laws have been
filed as Exhibits to the Company's Annual Report on Form 10-KSB for the fiscal
year ended June 30, 1999.

The Company, L-3 and the Existing Holders also entered into a Registration
Rights Agreement, dated as of July 10, 2000 (the "Registration Rights
Agreement"). Pursuant to the terms of the Registration Rights Agreement, L-3
(or certain qualifying holders of shares purchased by L-3) has the right to
demand at any time that the Company effect the registration of the shares of
Common Stock acquired by L-3 for offering and sale under applicable securities
laws (subject to certain black-out provisions described below). L-3 (or such
qualifying successors) have the right to make four such demands. Under the
Registration Rights Agreement, after the earlier to occur of (i) consummation
of a Qualifying Offering and (ii) March 31, 2001, one or more Existing Holders
meeting certain requirements have the right to demand that the Company effect
the registration of the shares of Common Stock acquired by such Existing
Holders (and any other Existing Holders who timely agree to participate in such
offering) for offering and sale under applicable securities laws (subject to
certain black-out provisions described below). The Existing Holders have the
right to make two such demands. A registration effected pursuant to the
provisions described above is hereinafter referred to as a "Long-Form
Registration."

In addition, if at any time after the earlier of (i) January 2, 2001 and (ii)
the consummation of a Qualifying Offering, the Company is eligible to effect
such registration on Form S-3 (or a successor form), L-3 and the Existing
Holders have the unlimited right to demand that the Company effect the
registration of their shares of Common Stock (a "Short-Form Registration") so
long as the shares to be offered for the benefit of the requesting holders (and
any other parties to the Registration Rights Agreement who timely agree to
participate in such offering) are reasonably expected to have an aggregate
offering price of at least $1.0 million.

                                      13

<PAGE>
                        LOGIMETRICS, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                                  (Unaudited)


The Company is not required to prepare and file a registration statement
pursuant to a Long-Form Registration for a period of not more than 90 days
following receipt by the Company of a request for registration, if (i) the
Company in good faith gives written notice within five days after such receipt
by the Company of such request that the Company is commencing to prepare a
Company-initiated registration statement, and (ii) the Company actively employs
in good faith all reasonable efforts to cause such registration statement to
become effective.

If the Company receives a request to effect a Long-Form Registration within 90
days of the date on which a previous registration statement filed pursuant to a
Long-Form Registration has become effective, the Company is not required to
commence preparation of such Long-Form Registration in accordance with such
request until 90 days has elapsed since such effective date.

If the Company furnishes to the persons requesting registration a certificate
signed by the chief executive or chief financial officer of the Company stating
that the Company, in good faith, has determined that (i) there exists material
non-public information about the Company which the Company has a bona fide
business purpose for preserving as confidential, or (ii) is undertaking (or is
about to undertake) a proposed acquisition or financing that would
significantly impact the pricing of the contemplated public offering, and in
each case the Company provides such persons written notice thereof promptly
after the Company makes such determination, then the Company has the right to
defer the filing or the declaration of effectiveness of a registration
statement, for a period of not more than (A) 90 days, in the case of a
Long-Form Registration, or (B) 60 days, in the case of a Short-Form
Registration, after receipt of the request to register; provided, however, that
the Company is not entitled to defer such filing or declaration of
effectiveness more than 120 days in any 12-month period.

The parties to the Registration Rights Agreement also have unlimited "piggy
back" rights with respect to any registration effected by the Company for its
own account or for the account of another person (other than registrations
relating to sales of securities to participants in a Company stock plan or in a
transaction covered by Rule 145 promulgated under the Securities Act of 1933,
as amended), subject to certain cut-back provisions.

The Company will be required to bear all expenses incurred in effecting any
Long-Form Registration and up to six Short-Form Registrations, including the
fees and disbursements of any counsel or accountant retained by the holders of
more than fifty percent of the stock being registered, but excluding
underwriting discounts and brokerage fees or commissions. In addition, the
Company has agreed to indemnify participants in any registration for certain
liabilities, including liabilities arising under applicable securities laws,
and is obligated to contribute to any damages paid by such participants if such
indemnification is unavailable to such participants.

In connection with the Transaction, the Company entered into new two-year
employment agreements with Messrs. Brand and Phipps (the "New Employment
Agreements"). Pursuant to the New Employment Agreements, Mr. Brand and Mr.
Phipps will each receive an annual base salary of $210,000. The base salary is
subject to periodic increases at the discretion of the Board. Under his New
Employment Agreement, Mr. Phipps was granted an option to acquire 750,000
shares of Common Stock at an exercise price of $0.54 per share (subject to
adjustment in certain circumstances) (the "Phipps Option"). The Phipps Option
vests in equal installments of one-third per year and expires, subject to
earlier termination, ten years from the date of grant.

Under the New Employment Agreements, the Company agreed to reimburse Mr. Brand
and Mr. Phipps for the costs of maintaining a $1.0 million term-life insurance
policy for the benefit of each of Mr. Brand and Mr. Phipps, subject to a cap of
$2 thousand per annum. Mr. Brand and Mr. Phipps also are entitled to
participate in certain compensation and employee benefit plans maintained by
the Company. In the event of the termination of employment by the Company
(other than upon death, permanent disability or a termination for "Cause" (as
defined in the New Employment Agreements)) or a termination of employment by
the employee for "Good Reason" (as so defined), each of Mr. Brand and Mr.
Phipps would be entitled to receive his then-current base salary for a period
equal to the greater of (i) the remainder of the term of his employment
agreement, and (ii) 12 months (in the case of Mr. Brand) or six months (in the
case of Mr. Phipps) from the effective date of termination. The Phipps Option
will vest immediately upon a termination of employment giving Mr. Phipps the
right to continue to receive his base salary as described above or upon the
occurrence of a "Change in Control Event" (as defined in the Phipps Option).
The New Employment Agreements also contain certain non-competition,
confidentiality and intellectual property ownership covenants.

                                      14

<PAGE>


                        LOGIMETRICS, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                                  (Unaudited)

Pursuant to the terms of the Transaction, options to purchase 150,000 shares of
Common Stock were issued to each of Dr. Frank A. Brand, Mr. Carreras and Mr.
Fisher (collectively, the "Former Director Options"). The Former Director
Options have an exercise price of $0.54 per share (subject to adjustment in
certain circumstances), are immediately exercisable and expire, subject to
earlier termination, ten years from the date of grant. In addition, as
described above, Mr. Phipps received an option to acquire 750,000 shares of
Common Stock in connection with the execution of his new employment agreement.
Options to purchase an aggregate of 8,902,200 shares of Common Stock also were
issued under the Stock Compensation Program to certain other employees of the
Company and to certain employees of L-3 in connection with the Transaction (the
"Employee Options"). All of the Employee Options have an exercise price of
$0.54 per share (subject to adjustment in certain circumstances), vest in equal
installments of one-third per year and expire, subject to earlier termination,
ten years from the date of grant. Pursuant to this grant, two officers of the
Company, Mr. James Meckstroth and Mr. Erik Kruger, received options to acquire
740,000 shares and 400,000 shares of Common Stock, respectively.

In addition, pursuant to the Transaction, options to purchase an aggregate of
12.7 million shares of Common Stock were granted to L-3, Cramer Rosenthal
McGlynn, LLC ("CRM") and Cerberus Partners, L.P. ("Cerberus") (the "Founder
Options") (with each such party having the ability to direct all or part of its
options to certain parties related to such party). The Founder Options have an
exercise price of $0.54 per share (subject to adjustment in certain
circumstances), are immediately exercisable and expire ten years from the date
of grant.

Copies of the Purchase Agreement, the Note, the Stock Pledge Agreement, the
Stockholders Agreement and the Registration Rights Agreement (collectively, the
"Agreements") have been attached as Exhibits to the Company's Annual Report on
Form 10-KSB for the fiscal year ended June 30, 1999, and are incorporated
herein by reference. The description of each Agreement set forth above is a
summary only, is not intended to be complete, and is qualified in its entirety
by reference to such Agreement. The transactions described above are
collectively referred to as the "Transaction."

On July 20, 2000, the Company filed with the Securities and Exchange Commission
(the "Commission") an Information Statement pursuant to Section 14(f) of the
Exchange Act and Rule 14f-1 promulgated thereunder (the "Information
Statement"). The Information Statement was mailed on July 21, 2000 to all
holders of record of the Company at the close of business on July 10, 2000 in
connection with the appointment by L-3 of a majority of the members of the
Board.

In connection with the Transaction, the Company terminated the Letter of Intent
with Signal relating to the proposed merger of the Company with a subsidiary of
Signal. The Signal Loan and the Investor Loans were repaid with a portion of
the net proceeds of the Transaction.

The Company and Signal also had entered into the Management Agreement pursuant
to which Signal, through its Keltec division, assumed the management and
operation of the New York Business and assumed certain liabilities of the New
York Business. Under the Management Agreement, Signal was responsible for all
expenses incurred and was entitled to retain all revenues generated in
connection with its operation of that business. Signal also agreed to make
interest payments on the Company's outstanding bank indebtedness during the
period it is operating the New York Business. In November 2000, Signal acquired
the New York Business, and the Company paid Signal $2.1 million to offset
certain costs incurred by Signal during the course of its management of the New
York Business and certain known liabilities of this business. Additionally, the
Company has agreed to retain other specific liabilities of the New York
Business.

On August 21, 2000, the Bank agreed to modify and extend the maturity date of
the Replacement Note from June 30, 2000 to January 2, 2001 (the "Modified
Replacement Note"). In exchange, the Company agreed, among other things, (i) to
reduce the amount outstanding under the Modified Replacement Note to $1.5
million, (ii) that no further advances would be made under the Modified
Replacement Note, (iii) to pay all past due interest on the Modified
Replacement Note, and to pay the Bank certain additional fees specified in the
Modified Replacement Note, (iv) to make mandatory prepayments to the Modified
Replacement Note equal to a minimum of 25% of any prepayments made by L-3 to
the Company under the Note, and (v) to extend the expiration date of the Series
J Warrants to January 2, 2003. The Modified Replacement Note was paid in full
on February 14, 2001.

                                      15
<PAGE>

LOGIMETRICS, INC. AND SUBSIDIARY

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

In February 2000, the Company disposed of its high-power amplifier business
formerly conducted by the Company at its Bohemia, New York facility (the "New
York Business"). The operations of the New York Business have been presented as
"discontinued" in all periods presented.

RESULTS OF OPERATIONS

Nine Months Ended March 31, 2000 Compared to Nine Months Ended March 31, 1999

Net revenues for the nine months ended March 31, 2000 decreased $2.1 million,
or 66.1%, to $1.1 million from $3.2 million for the comparable period of 1999.
The decrease in revenues for the nine months ended March 31, 1999 resulted from
a decrease in the Company's point-to-multipoint ("PMP") sales, due to the
completion of one program for a customer of the Company.

Cost of revenues for the nine months ended March 31, 2000 decreased $0.9
million, or 37.7%, to $1.4 million from $2.3 million for the comparable period
of 1999. The decrease resulted primarily from a lower level of sales and the
costs related thereto, offset in part by the write-off of obsolete inventory
and overhead costs spread over a lower revenue base.

Selling, general and administrative ("SG&A") expenses for the nine months ended
March 31, 2000 increased $1.1 million, or 47.6%, to $3.5 million from $2.4
million for the comparable period of 1999. The increase in SG&A expenses
primarily resulted from increases in financing fees, professional fees and
personnel costs. The increase in SG&A expenses was offset in part by a decrease
in commission expense due to lower sales.

Research and development expenses for the nine months ended March 31, 2000
increased $0.3 million, or 31.3%, to $1.0 million from $0.7 million for the
comparable period of 1999 as a result of a shift in personnel from production
to design and development activities related to new product development and
product enhancement.

For the reasons discussed above, the Company recorded an operating loss of $4.8
million for the nine months ended March 31, 2000, compared to an operating loss
of $2.2 million for the comparable period in 1999.

Interest expense for the nine months ended March 31, 2000 increased $0.3
million, or 23.7%, to $1.6 million from $1.3 million for the comparable period
of 1999, primarily as a result of a higher level of average outstanding
indebtedness.

During the nine months ended March 31, 2000, the Company had no income tax
benefit, compared to an income tax benefit of $19 thousand for the nine months
ended March 31, 1999. LogiMetrics and mmTech currently file separate federal and
state tax returns. The tax benefit recorded in the nine months ended March 31,
1999 related to pre-tax losses generated by mmTech in that period.

During the nine months ended March 31, 2000, the Company accrued dividends on
its outstanding preferred stock of $0.1 million compared to $0.2 million for the
comparable period of 1999, as a result of a reduction in the number of preferred
stock shares outstanding. See "Recent Developments" for a description of the
elimination of the accrued dividends.

For the reasons discussed above, the Company recorded a net loss attributable
to common stockholders from continuing operations for the nine months ended
March 31, 2000 of $6.5 million, compared to a net loss attributable to common
stockholders from continuing operations of $3.6 million for the comparable
period in 1999.

                                    16


<PAGE>

LOGIMETRICS, INC. AND SUBSIDIARY

LIQUIDITY AND CAPITAL RESOURCES

At March 31, 2000, the Company had cash of $0.9 million. At such date, the
Company had total current assets of $1.7 million and total current liabilities
of $26.8 million.

Net cash used in operating activities from continuing operations was $2.7
million for the nine months ended March 31, 2000, compared to $2.2 million for
the comparable period in 1999. Net cash used in operating activities during the
nine months ended March 31, 2000 resulted primarily from a net loss of $6.4
million offset in part by increases in accrued interest expense, accounts
payable and accrued expenses and financing fees. Net cash used in operating
activities during the nine months ended March 31, 1999 resulted primarily from
a net loss from continuing operations of $3.4 million and an increase in
accounts receivable, offset in part by increases in accrued interest expense
and accounts payable and accrued expenses.

Net cash used in investing activities from continuing operations was $0.3
million for the nine months ended March 31, 2000, and for the comparable period
in 1999. Net cash used in investing activities from continuing operations in
each period resulted from the purchase of equipment to support the Company's
operations.

Net cash provided by financing activities from continuing operations was $3.9
million for the nine-month period ended March 31, 2000 and $2.5 million for the
comparable period in 1999. Net cash provided by financing activities from
continuing operations during both the 2000 and 1999 periods resulted primarily
from the proceeds of certain debt and warrant issuances by the Company, offset
in part by the repayment of certain outstanding indebtedness.

Net cash used in discontinued operations was $0.4 million for the nine months
ended March 31, 2000, compared with net cash used in discontinued operations of
$36 thousand for the comparable period in 1999.

From July 1, 1998 to March 31, 2000, the Company raised approximately $6.5
million from private sales of convertible debentures, warrants and the Signal
Loan (as defined below) to fund a portion of its cash flow needs. However, to
date, the Company has continued to record losses and has failed to generate
sufficient cash flow to fund working capital requirements. To the extent that
the Company is unable to meet its working capital requirements by generating
positive cash flow from operations, the Company intends to continue to fund a
portion of its working capital requirements through the sale of its securities.
There can be no assurance that the Company can continue to finance its
operations through the sale of securities or as to the terms of any such sales
that may occur in the future. If the Company is unable to attain profitable
operations and to generate sufficient cash flow or to obtain sufficient
financing to fund its operations, the Company may not be able to achieve its
growth objectives and may have to curtail its marketing, development or
operations. See "Recent Developments."

On September 7, 1999, the Company sold an aggregate of $1.0 million of its
Negotiable Secured Senior Subordinated Promissory Notes due March 7, 2000 (the
"Bridge Notes") to a group of institutional investors (the "Lenders") for an
aggregate cash purchase price of $1.0 million. The Bridge Notes bear interest
at a rate of 13% per annum. Pursuant to the terms of the Second Amended and
Restated Security Agreement, Intercreditor Agreement, Waiver and Consent (the
"Intercreditor Agreement"), the Bridge Notes are secured by a security interest
in all of the Company's assets which ranks junior to the Reduced and Extended
Revolving Credit Note (the "Replacement Note") with North Fork Bank (the
"Bank"), and senior to the Class A 13% Convertible Senior Subordinated
Pay-in-Kind Debentures, due July 29, 1999 (the "Class A Debentures"), the
Amended and Restated 13% Senior Subordinated Convertible Pay-in-Kind Debentures
due July 29, 1999 (the "Class B Debentures") and the Class C 13% Senior
Subordinated Debentures due December 31, 1999 (the "Class C Debentures").
Pursuant to the terms of the Intercreditor Agreement, each of the holders of
the Class A Debentures, the Class B Debentures and the Class C Debentures
consented to the issuance of the Bridge Notes and the granting of the security
interest described above. As consideration for the purchase of the Bridge
Notes, Mr. Charles S. Brand, the Company's Chairman, transferred to the Lenders
an aggregate of 3.0 million shares of the Company's common stock, par value
$0.01 per share (the "Common Stock") owned by him. Accordingly, a financing fee
and a capital contribution of approximately $0.8 million was recorded by the
Company.

                                      17


<PAGE>

LOGIMETRICS, INC. AND SUBSIDIARY

In connection with the Signal Transactions as described below, the holders of
the Class A Debentures, the Class B Debentures and the Class C Debentures
(collectively, the "Senior Subordinated Indebtedness") agreed to extend the
maturity date of the Senior Subordinated Indebtedness to July 2, 2000 and the
holders of the Bridge Notes also agreed to extend their maturity date to July
2, 2000. See "Recent Developments" for a discussion of the subsequent
conversion of all the Class A Debentures, Class B Debentures and Class C
Debentures.

On February 17, 2000, the Company entered into a non-binding letter of intent
(the "Letter of Intent") with Signal Technology Corporation ("Signal"). The
Company terminated the Letter of Intent with Signal subsequent to March 31,
2000. See "Recent Developments."

In connection with the Letter of Intent, at March 31, 2000, Signal had loaned
$2.0 million to the Company for working capital and other purposes (the "Signal
Loan") pursuant to the terms of a Negotiable Secured Senior Subordinated
Promissory Note (the "Signal Note").

Prior to and concurrent with the making of the Signal Loan, certain existing
investors in the Company also loaned the Company $1.0 million (the "Investor
Loans"). The Investor Loans have been made on the same terms and conditions as
the Bridge Notes, but rank senior to the Bridge Notes. The Signal Loan and the
Investor Loans were repaid subsequent to March 31, 2000. See "Recent
Developments."

The Signal Loan and the Investor Loans described above are collectively
referred to as the "Signal Transactions."

In connection with the Signal Transactions, the Company and the Bank entered
into a Consent Letter (the "Consent Letter") pursuant to which the Bank
consented to the Signal Transactions and agreed to waive any defaults under the
Replacement Note resulting therefrom. In addition, in the Consent Letter, the
Bank agreed to modify and extend the maturity date of the Replacement Note from
December 31, 1999 to June 30, 2000 and to eliminate certain covenants contained
therein. In exchange, the Company agreed, among other things, (i) to reduce the
amount available under the Replacement Note to $1.8 million (the amount
outstanding thereunder as of such date), (ii) that no further advances would be
made under the Replacement Note, (iii) to pay all past due amounts outstanding
under the Replacement Note, and to pay the Bank certain additional fees
specified in the Consent Letter, and (iv) to extend the expiration date of the
Common Stock Purchase Warrants, Series J (the "Series J Warrants") to June 30,
2000. See "Recent Developments" for a discussion of the extension of the
Replacement Note maturity date and the expiration date of the Series J Warrants.

At March 31, 2000, the Company had $14 thousand available under the Replacement
Note. Outstanding amounts under the Replacement Note bear interest at the rate
of 2% per annum in excess of the Bank's prime rate. At March 31, 2000, the
Bank's prime rate was 9.0%.

In addition to the Replacement Note, at March 31, 2000, the Company had issued
and outstanding $5.4 million of its Class A Debentures, $2.3 million of its
Class B Debentures, $3.2 million of its Class C Debentures and $2.1 million of
its Bridge Notes and Investor Loans. Pursuant to the terms of the Class A
Debentures and the Class B Debentures, the Company was required to file a
registration statement covering, among other things, the resale of the shares
of Common Stock issuable upon the conversion of the Class A Debentures and the
Class B Debentures on or prior to October 27, 1997 and to have the registration
statement declared effective by the Securities and Exchange Commission (the
"SEC") on or prior to January 25, 1998. Unless the Company completed the
required registration, the interest rate on the Class A Debentures and the
Class B Debentures increased (subject to a maximum interest rate of 17% per
annum). At March 31, 2000, the interest rate was 17% per annum. The holders of
the Class A Debentures and the Class B Debentures had the right to declare all
amounts thereunder due and payable if the registration statement was not
declared effective by the SEC on or prior to April 25, 1998. The holders of the
Class A Debentures and the Class B Debentures have waived their respective
rights until maturity to declare any default arising as a result of the
Company's failure to have the required registration statement declared
effective by the SEC. See "Recent Developments" for a discussion of the
subsequent conversion of all the Class A Debentures, Class B Debentures and
Class C Debentures.


                                      18
<PAGE>

LOGIMETRICS, INC. AND SUBSIDIARY

RECENT DEVELOPMENTS

In July 2000, the Company and L-3 Communications Corporation ("L-3") entered
into a Purchase Agreement, dated July 10, 2000 (the "Purchase Agreement"),
pursuant to which, among other things, L-3 acquired on July 11, 2000,
beneficially and of record, 93.2 million newly issued shares (the "L-3 Shares")
of the Company's outstanding Common Stock, for an aggregate purchase price of
$15.0 million, $8.5 million of which was paid in cash at the closing on July
11, 2000 of the transactions contemplated by the Purchase Agreement (the
"Closing") and the balance of which was paid in the form of a secured
promissory note (the "Note"). At the Closing, the L-3 Shares constituted
approximately 53.5% of the Company's outstanding Common Stock on a fully
diluted basis (calculated after giving effect to the transactions contemplated
by the Purchase Agreement and certain anti-dilution adjustments set forth in
the Purchase Agreement). Pursuant to the terms of a Stock Pledge Agreement,
dated July 10, 2000 (the "Stock Pledge Agreement"), executed by L-3 in favor of
the Company, the obligations of L-3 under the Note are secured by a pledge of
43.33% of the L-3 Shares. The Note will be prepaid from time to time as
necessary to fund the Company's reasonable ongoing working capital needs. If
not paid prior thereto, the Note will be paid in full on the earlier of (i)
January 2, 2001 and (ii) the date that the Company consummates a qualifying
Public Offering (as defined in the Purchase Agreement) of its equity securities
(a "Qualifying Offering"). The Company and L-3 subsequently agreed to extend
the January 2, 2001 maturity date. As of February 22, 2001, the Note had been
paid in full by L-3. Pursuant to the terms of the Purchase Agreement, the
number of shares of Common Stock issued to L-3 was adjusted to 92.1 million,
constituting 53.5% of the Company's outstanding Common Stock as calculated
pursuant to the Purchase Agreement.

Under the Purchase Agreement, L-3 has agreed, subject to the satisfaction of
certain conditions, to purchase up to 3,333,333 shares of Common Stock (the
"Additional Shares") for $5.0 million on or after January 2, 2001, to the
extent the Company requires additional reasonable ongoing working capital to
operate its business. As of March 16, 2001, L-3 had acquired 666,667 Additional
Shares for $1.0 million.

Pursuant to the terms of the Purchase Agreement, the Company has granted to L-3
an option (the "L-3 Option") to acquire up to 5,555,555 shares of Common Stock
at an exercise price of $0.54 per share (subject to adjustment in certain
circumstances). The L-3 Option is exercisable upon the purchase of all of the
Additional Shares.

In the Purchase Agreement, L-3 granted to the Company the option, exercisable
by a majority of the entire Board of Directors of the Company (the "Board"), to
cause L-3 to transfer without further consideration certain technology and
other assets to the Company in connection with the Qualifying Offering upon the
satisfaction of certain conditions. Pursuant to the Purchase Agreement, L-3
may, in its sole discretion, provide administration and other services and
equipment (including team services, support services, facilities, tools and
equipment) to the Company. Such services and equipment will be billed, from
time to time, at cost to the Company, including direct labor, direct material,
other direct charges and expenses and overhead (including a corporate expense
allocation charge equal to 1.5% of the Company's consolidated sales).

L-3 also has agreed to use its reasonable best efforts (i) for a specified
period of time after the Closing to obtain an additional $5.0 million
investment in the Company from one or more investment banks on the same terms
as L-3's purchase of the Additional Shares; and (ii) to cooperate with the
Company to consummate the Qualifying Offering, subject to market and economic
conditions.

Pursuant to the Purchase Agreement, the Company has agreed to maintain
directors' and officers' insurance in place for a period of six years (subject
to certain expense limitations) and to maintain certain provisions in its
charter and by-laws relating to the indemnification of directors and officers
for such six-year period.

                                      19

<PAGE>


LOGIMETRICS, INC. AND SUBSIDIARY

Under the Purchase Agreement, the Company may not, without the approval of
either (i) those holders of Common Stock (excluding L-3, entities controlled,
directly or indirectly, by L-3 and executive officers (within the meaning of
the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of L-3)
(the "Minority Stockholders") that represent not less than a majority of the
outstanding Common Stock held by all such holders (a "Special Stockholder
Majority") or (ii) a majority of the directors elected by the Existing Holders
(as defined below), effect the following extraordinary transactions: (A)
certain mergers, consolidations or share exchanges, (B) the sale of all or
substantially all of its assets in one transaction or a series of related
transactions, (C) the seeking of protection under applicable bankruptcy and
insolvency laws, (D) the issuance, offer or sale of any shares of its capital
stock or securities exercisable for, convertible into or otherwise giving the
holder the right to obtain shares of capital stock (other than the issuance of
shares and options pursuant to the Purchase Agreement, shares issuable upon the
exercise or conversion of outstanding securities, the granting of certain
options and rights to purchase Common Stock contemplated by the Purchase
Agreement and shares of Common Stock issuable upon the exercise of such options
and rights), (E) the amendment of its certificate of incorporation or by-laws
if the terms of such amendment would conflict with the terms of the Purchase
Agreement and the transactions contemplated thereby or would materially and
adversely affect the rights of the Minority Stockholders, (F) amend or modify
any of the provisions of the documents relating to the Purchase Agreement, (G)
enter into a Rule 13e-3 transaction (as defined in Rule 13e-3 promulgated under
the Exchange Act), or (H) enter into, assume or become bound by any agreement,
instrument or understanding to do any of the foregoing or otherwise attempt to
do any of the foregoing. In addition, L-3 has agreed not to sell to a
non-affiliated third party more than 53.27% of the L-3 Shares prior to December
31, 2001. The directors appointed by the Existing Holders will have the right
to enforce the provisions of the Purchase Agreement and to otherwise act on
behalf of the Company with respect to the Purchase Agreement and the other
documents relating thereto. These provisions will expire upon the earlier of
(i) the consummation of a Qualifying Offering and (ii) the date upon which the
Existing Holders collectively cease to own at least 10% of the outstanding
Common Stock (as determined pursuant to the provisions of the Purchase
Agreement).

Under the Purchase Agreement, L-3 has the right to cancel (in whole or in
part), at L-3's option, its obligation to make any payment in respect of the
Note if, in L-3's reasonable discretion: (i) a breach by the Company of any
representation, warranty, covenant or agreement contained in the Purchase
Agreement or any other document relating thereto results from or has resulted
in a Material Adverse Effect (as defined in the Purchase Agreement) with
respect to either (A) the Company, or (B) L-3; or (ii) a Material Adverse
Effect (as defined in the Purchase Agreement) has occurred or shall occur with
respect to the Company as a result of certain specified litigation claims. If
L-3 exercises its right not to pay amounts due under the Note and it is
determined by a court of competent jurisdiction in a final, non-appealable
judgment or order or by a final, non-appealable arbitration award that L-3 did
not in fact have the right to cancel its obligation to make any payment in
respect of the Note, then L-3 must pay to the Company the Liability Amount (as
defined below), as liquidated damages for loss of a bargain and not a penalty.
The payment of the Liability Amount will be the sole and exclusive remedy of
the Company in connection with such a breach by L-3 and L-3 will have no other
liability to the Company in respect thereof. The term "Liability Amount" is
defined in the Purchase Agreement as the portion of the purchase price for the
L-3 Shares not paid in cash by L-3 to the Company at such time.

In addition, pursuant to the terms of the Purchase Agreement, L-3 has the right
to cancel (in whole or in part), at L-3's option, its obligation to purchase
Additional Shares if, in L-3's reasonable discretion: (i) a breach by the
Company of any representation, warranty, covenant or agreement contained in the
Purchase Agreement or any other document relating thereto results from or
results in a Material Adverse Effect (as defined in the Purchase Agreement)
with respect to either (A) the Company, or (B) L-3; or (ii) after the Closing,
a Material Adverse Effect has occurred or shall occur with respect to the
Company. If L-3 exercises its right not to consummate the purchase of the
Additional Shares and it is determined by a court of competent jurisdiction in
a final, non-appealable judgment or order or by a final, non-appealable
arbitration award that L-3 did not in fact have the right to cancel its
obligation to purchase the Additional Shares, then L-3 must pay to the Company
the Damage Amount (as defined below), as liquidated damages for loss of a
bargain and not a penalty.

The payment of the Damage Amount will be the sole and exclusive remedy of the
Company in connection with such a breach by L-3 and L-3 will have no other
liability to the Company in respect thereof. The term "Damage Amount" is
defined in the Purchase Agreement as the portion of the purchase price for the
Additional Shares not paid in cash by L-3 to the Company at such time.

                                      20

<PAGE>

LOGIMETRICS, INC. AND SUBSIDIARY

Each of the Company and L-3 has agreed in the Purchase Agreement to indemnify
the other party and certain related parties and hold them harmless from any
losses arising from, in connection with or otherwise with respect to its breach
of any representation or warranty contained in the Purchase Agreement (subject
to the expiration of such representations and warranties) or its failure to
perform any covenant or agreement made or contained in the Purchase Agreement
or fulfill any obligation in respect thereof. If the Company is required to
indemnify L-3 pursuant to these provisions (as determined by a court of
competent jurisdiction or by an arbitration award), then L-3 is entitled, in
addition to any other right or remedy it may have, to exercise rights of
set-off against any amounts then due and payable to the Company under the
Purchase Agreement or that may thereafter become due and payable to the Company
under the Purchase Agreement (including under the Note and in respect of the
purchase price for the Additional Shares). L-3's obligation to indemnify the
Company and certain related parties pursuant to these provisions (as determined
by a court of competent jurisdiction or by an arbitration award) shall not
exceed in the aggregate $20.0 million, such $20.0 million to be reduced from
time to time beginning on the Closing by any and all amounts paid in cash to
the Company or on its behalf pursuant to the Purchase Agreement (including the
$8.5 million which was paid in cash at the Closing, payments or other credits
with respect of the Note and the purchase price paid for the Additional
Shares).

Effective as of the Closing, the number of directors constituting the Board was
reduced to three; Charles S. Brand, Frank A. Brand and Mark B. Fisher resigned
as directors of the Company and Jay B. Langner was appointed as a director of
the Company. Pursuant to the terms of the Stockholders Agreement, dated July
10, 2000 (the "Stockholders Agreement"), among the Company, L-3 and the other
parties thereto (the "Existing Holders"), upon compliance by the Company with
the requirements of Section 14(f) of the Exchange Act and Rule 14f-1
promulgated thereunder (the "Effective Time"), the number of directors
constituting the Board was set at seven. The Existing Holders have the right to
designate three directors so long as they continue to beneficially own at least
15% of the outstanding Common Stock (as determined pursuant to a specified
formula). If the Existing Holders beneficially own less than 15% of the
outstanding Common Stock (as so determined), the number of directors the
Existing Holders will have the right to appoint will be reduced to two.

If the Existing Holders beneficially own less than 10% of the outstanding
Common Stock, they no longer will have the right to designate directors of the
Company. From and after the Effective Time, L-3 has the right under the
Stockholders Agreement to designate the remaining members of the Board so long
as it continues to be the owner of at least 25% of the outstanding Common Stock
(as so determined).

Under the terms of the Stockholders Agreement, so long as L-3 remains the owner
of at least 25% of the Common Stock (as so determined), L-3 has a right of
first offer with respect to the proposed transfer, in one or a series of
related transactions, by a Major Selling Stockholder (as defined in the
Stockholders Agreement) of (i) 10% or more of the Common Stock Equivalents (as
so defined), other than in certain specified market transactions, or (ii)
Common Stock Equivalents which to the actual knowledge of the Major Selling
Stockholder, together with the holdings of Common Stock Equivalents of the
person to which the transfer is to be made, would result in such person owning
more than 10% of the Common Stock Equivalents (after giving effect to such
transfer).

Pursuant to the terms of the Stockholders Agreement, the Existing Holders
effected the conversion or exchange of certain convertible indebtedness and
warrants held by them as described below, waived certain anti-dilution rights,
including rights resulting from the Transaction, waived certain registration
rights and consented to the Transaction. In addition, the Existing Holders
agreed to extend the maturity date of certain loans made by them to the earlier
of (i) the fifth day following the consummation of a Qualifying Offering and
(ii) June 30, 2001, and agreed to waive certain other rights specified in the
Stockholders Agreement.

The Stockholders Agreement terminates upon the earliest to occur of (i) the
consummation of a Qualifying Offering, (ii) with respect to L-3 or an Existing
Holder, when such party has effected the transfer of its entire ownership
interest in the Company to persons that are not affiliates of L-3 or the
Existing Holders, as the case may be, (iii) the consummation of a qualifying
"Company Sale" (as defined in the Stockholders Agreement), and (iv) the written
mutual consent of L-3 and the Existing Holders that collectively own a majority
of the Common Stock Equivalents then held by all Existing Holders.

                                      21

<PAGE>





LOGIMETRICS, INC. AND SUBSIDIARY

Effective upon the Closing, the following persons were elected to hold the
offices set forth opposite their respective names.

John S. Mega.................           Acting President
Charles S. Brand.............           Senior Vice President of Technology and
                                        Acting General Manager -- New Jersey
                                        Operations
Norman M. Phipps.............           Senior Vice President of Administration
Christopher C. Cambria.......           Vice President and Secretary

In connection with and prior to the Closing, the holders of the Company's
outstanding Class A Debentures, Class B Debentures and Class C Debentures
(collectively, the "Convertible Debt") converted such indebtedness into an
aggregate of 30.6 million shares of Common Stock. In addition, prior to the
Closing, the holders of the Company's outstanding Series A 12% Cumulative
Convertible Redeemable Preferred Stock, stated value $50,000 per share (the
"Series A Preferred Stock"), converted the Series A Preferred Stock into an
aggregate of 2.4 million shares of Common Stock. The conversion of the Series A
Preferred Stock resulted in the elimination of accrued and unpaid dividends on
the Series A Preferred Stock of approximately $0.9 million. Prior to the
Closing, the Existing Holders also exchanged their outstanding warrants to
purchase Common Stock for an aggregate of 12.3 million shares of Common Stock.
In addition, subsequent to the Closing other investors exchanged their
outstanding warrants to purchase Common Stock for an aggregate of 2.1 million
shares of Common Stock.

In connection with and prior to the Closing, the Company amended (i) its
Certificate of Incorporation to increase the number of authorized shares to
355.0 million shares, consisting of 350.0 million shares of Common Stock and
5.0 million shares of preferred stock, par value $0.01 per share, and (ii) its
By-laws to allow the holders of a majority of the outstanding Common Stock to
call special meetings of the stockholders of the Company. Copies of the
amendment of the Company's Certificate of Incorporation and By-laws have been
filed as Exhibits to the Company's Annual Report on Form 10-KSB for the fiscal
year ended June 30, 1999.

The Company, L-3 and the Existing Holders also entered into a Registration
Rights Agreement, dated as of July 10, 2000 (the "Registration Rights
Agreement"). Pursuant to the terms of the Registration Rights Agreement, L-3
(or certain qualifying holders of shares purchased by L-3) has the right to
demand at any time that the Company effect the registration of the shares of
Common Stock acquired by L-3 for offering and sale under applicable securities
laws (subject to certain black-out provisions described below). L-3 (or such
qualifying successors) have the right to make four such demands. Under the
Registration Rights Agreement, after the earlier to occur of (i) consummation
of a Qualifying Offering and (ii) March 31, 2001, one or more Existing Holders
meeting certain requirements have the right to demand that the Company effect
the registration of the shares of Common Stock acquired by such Existing
Holders (and any other Existing Holders who timely agree to participate in such
offering) for offering and sale under applicable securities laws (subject to
certain black-out provisions described below). The Existing Holders have the
right to make two such demands. A registration effected pursuant to the
provisions described above is hereinafter referred to as a "Long-Form
Registration."

In addition, if at any time after the earlier of (i) January 2, 2001 and (ii)
the consummation of a Qualifying Offering, the Company is eligible to effect
such registration on Form S-3 (or a successor form), L-3 and the Existing
Holders have the unlimited right to demand that the Company effect the
registration of their shares of Common Stock (a "Short-Form Registration") so
long as the shares to be offered for the benefit of the requesting holders (and
any other parties to the Registration Rights Agreement who timely agree to
participate in such offering) are reasonably expected to have an aggregate
offering price of at least $1.0 million.

The Company is not required to prepare and file a registration statement
pursuant to a Long-Form Registration for a period of not more than 90 days
following receipt by the Company of a request for registration, if (i) the
Company in good faith gives written notice within five days after such receipt
by the Company of such request that the Company is commencing to prepare a
Company-initiated registration statement, and (ii) the Company actively employs
in good faith all reasonable efforts to cause such registration statement to
become effective.

If the Company receives a request to effect a Long-Form Registration within 90
days of the date on which a previous registration statement filed pursuant to a
Long-Form Registration has become effective, the Company is not required to
commence preparation of such Long-Form Registration in accordance with such
request until 90 days has elapsed since such effective date.

                                      22

<PAGE>

LOGIMETRICS, INC. AND SUBSIDIARY

If the Company furnishes to the persons requesting registration a certificate
signed by the chief executive or chief financial officer of the Company stating
that the Company, in good faith, has determined that (i) there exists material
non-public information about the Company which the Company has a bona fide
business purpose for preserving as confidential, or (ii) is undertaking (or is
about to undertake) a proposed acquisition or financing that would
significantly impact the pricing of the contemplated public offering, and in
each case the Company provides such persons written notice thereof promptly
after the Company makes such determination, then the Company has the right to
defer the filing or the declaration of effectiveness of a registration
statement, for a period of not more than (A) 90 days, in the case of a
Long-Form Registration, or (B) 60 days, in the case of a Short-Form
Registration, after receipt of the request to register; provided, however, that
the Company is not entitled to defer such filing or declaration of
effectiveness more than 120 days in any 12-month period.

The parties to the Registration Rights Agreement also have unlimited "piggy
back" rights with respect to any registration effected by the Company for its
own account or for the account of another person (other than registrations
relating to sales of securities to participants in a Company stock plan or in a
transaction covered by Rule 145 promulgated under the Securities Act of 1933,
as amended), subject to certain cut-back provisions.

The Company will be required to bear all expenses incurred in effecting any
Long-Form Registration and up to six Short-Form Registrations, including the
fees and disbursements of any counsel or accountant retained by the holders of
more than fifty percent of the stock being registered, but excluding
underwriting discounts and brokerage fees or commissions. In addition, the
Company has agreed to indemnify participants in any registration for certain
liabilities, including liabilities arising under applicable securities laws,
and is obligated to contribute to any damages paid by such participants if such
indemnification is unavailable to such participants.

In connection with the Transaction, the Company entered into new two-year
employment agreements with Messrs. Brand and Phipps (the "New Employment
Agreements"). Pursuant to the New Employment Agreements, Mr. Brand and Mr.
Phipps will each receive an annual base salary of $210,000. The base salary is
subject to periodic increases at the discretion of the Board. Under his New
Employment Agreement, Mr. Phipps was granted an option to acquire 750,000
shares of Common Stock at an exercise price of $0.54 per share (subject to
adjustment in certain circumstances) (the "Phipps Option"). The Phipps Option
vests in equal installments of one-third per year and expires, subject to
earlier termination, ten years from the date of grant.

Under the New Employment Agreements, the Company agreed to reimburse Mr. Brand
and Mr. Phipps for the costs of maintaining a $1.0 million term-life insurance
policy for the benefit of each of Mr. Brand and Mr. Phipps, subject to a cap of
$2 thousand per annum. Mr. Brand and Mr. Phipps also are entitled to
participate in certain compensation and employee benefit plans maintained by
the Company. In the event of the termination of employment by the Company
(other than upon death, permanent disability or a termination for "Cause" (as
defined in the New Employment Agreements)) or a termination of employment by
the employee for "Good Reason" (as so defined), each of Mr. Brand and Mr.
Phipps would be entitled to receive his then-current base salary for a period
equal to the greater of (i) the remainder of the term of his employment
agreement, and (ii) 12 months (in the case of Mr. Brand) or six months (in the
case of Mr. Phipps) from the effective date of termination. The Phipps Option
will vest immediately upon a termination of employment giving Mr. Phipps the
right to continue to receive his base salary as described above or upon the
occurrence of a "Change in Control Event" (as defined in the Phipps Option).
The New Employment Agreements also contain certain non-competition,
confidentiality and intellectual property ownership covenants.

Pursuant to the terms of the Transaction, options to purchase 150,000 shares of
Common Stock were issued to each of Dr. Frank A. Brand, Mr. Carreras and Mr.
Fisher (collectively, the "Former Director Options"). The Former Director
Options have an exercise price of $0.54 per share (subject to adjustment in
certain circumstances), are immediately exercisable and expire, subject to
earlier termination, ten years from the date of grant. In addition, as
described above, Mr. Phipps received an option to acquire 750,000 shares of
Common Stock in connection with the execution of his new employment agreement.
Options to purchase an aggregate of 8,902,200 shares of Common Stock also were
issued under the Stock Compensation Program to certain other employees of the
Company and to certain employees of L-3 to be designated by L-3 in connection
with the Transaction (the "Employee Options"). All of the Employee Options have
an exercise price of $0.54 per share (subject to adjustment in certain
circumstances), vest in equal installments of one-third per year and expire,
subject to earlier termination, ten years from the date of grant. Pursuant to
this grant, two officers of the Company, Mr. James Meckstroth and Mr. Erik
Kruger, received options to acquire 740,000 shares and 400,000 shares of Common
Stock, respectively.

                                      23
<PAGE>

LOGIMETRICS, INC. AND SUBSIDIARY

In addition, pursuant to the Transaction, options to purchase an aggregate of
12.7 million shares of Common Stock were granted to L-3, Cramer, Rosenthal
McGlynn, LLC ("CRM") and Cerberus Partners, L.P. ("Cerberus") (the "Founder
Options") (with each such party having the ability to direct all or part of its
options to certain parties related to such party). The Founder Options have an
exercise price of $0.54 per share (subject to adjustment in certain
circumstances), are immediately exercisable and expire ten years from the date
of grant.

Copies of the Purchase Agreement, the Note, the Stock Pledge Agreement, the
Stockholders Agreement and the Registration Rights Agreement (collectively, the
"Agreements") have been attached as Exhibits to the Company's Annual Report on
Form 10-KSB for the fiscal year ended June 30, 1999, and are incorporated
herein by reference. The description of each Agreement set forth above is a
summary only, is not intended to be complete, and is qualified in its entirety
by reference to such Agreement. The transactions described above are
collectively referred to as the "Transaction."

On July 20, 2000, the Company filed with the Securities and Exchange Commission
(the "Commission") an Information Statement pursuant to Section 14(f) of the
Exchange Act and Rule 14f-1 promulgated thereunder (the "Information
Statement"). The Information Statement was mailed on July 21, 2000 to all
holders of record of the Company at the close of business on July 10, 2000 in
connection with the appointment by L-3 of a majority of the members of the
Board. A copy of the Information Statement has been attached as an Exhibit to
the Company's Annual Report on Form 10-KSB for the fiscal year ended June 30,
1999, and is incorporated herein by reference.

In connection with the Transaction, the Company terminated the Letter of Intent
with Signal relating to the proposed merger of the Company with a subsidiary of
Signal. The Signal Loan and the Investor Loans were repaid with a portion of
the net proceeds of the Transaction.

The Company and Signal also had entered into a Management Agreement (the
"Management Agreement") pursuant to which Signal, through its Keltec division,
assumed the management and operation of the Company's New York Business and
assumed certain liabilities of the New York Business. Under the Management
Agreement, Signal was responsible for all expenses incurred and was entitled to
retain all revenues generated in connection with its operation of that
business. Signal also agreed to make interest payments on the Company's
outstanding bank indebtedness during the period it is operating the New York
Business. In November 2000, Signal acquired the New York Business, and the
Company paid Signal $2.1 million to offset certain costs incurred by Signal
during the course of its management of the New York Business and certain known
liabilities of this business. Additionally, the Company has agreed to retain
other specific liabilities of the New York Business.

On August 21, 2000, the Bank agreed to modify and extend the maturity date of
the Replacement Note from June 30, 2000 to January 2, 2001 (the "Modified
Replacement Note"). In exchange, the Company agreed, among other things, (i) to
reduce the amount outstanding under the Modified Replacement Note to $1.5
million, (ii) that no further advances would be made under the Modified
Replacement Note, (iii) to pay all past due interest on the Modified
Replacement Note, and to pay the Bank certain additional fees specified in the
Modified Replacement Note, (iv) to make mandatory prepayments to the Modified
Replacement Note equal to a minimum of 25% of any prepayments made by L-3 to
the Company under the Note, and (v) to extend the expiration date of the Series
J Warrants to January 2, 2003. The Modified Replacement Note was paid in full
on February 14, 2001.

                                      24

<PAGE>

LOGIMETRICS, INC. AND SUBSIDIARY

FORWARD-LOOKING STATEMENTS

Certain information contained in this Form 10-QSB contains forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended,
that are based on the beliefs of the Company's management as well as
assumptions made by and information currently available to the Company's
management. When used in this Form 10-QSB, the words "estimate," "project,"
"believe," "anticipate," "intend," "expect," "plan," "predic " "may," "should,"
"will," the negative thereof and similar expressions are intended to identify
forward-looking statements. Forward-looking statements are inherently subject
to risks and uncertainties, many of which cannot be predicted with accuracy and
some of which might not even be anticipated. Future events and actual results,
financial and otherwise, could differ materially from those set forth in or
contemplated by the forward-looking statements herein. Important factors that
could contribute to such differences include, but are not limited to, the
following: general economic and political conditions, as well as conditions in
the markets for the Company's products; the Company's history of losses and
cash constraints; the shift in the Company's business focus; the Company's
dependence on and the effects of government regulation; the Company's
dependence on the PMP market and uncertainties relating to the size and timing
of any such market that ultimately develops; the Company's dependence on large
orders and the effects of customer concentrations; the Company's dependence on
the private sale of securities to meet its working capital needs; the Company's
dependence on future product development and market acceptance of the Company's
products, particularly in the PMP market; the Company's limited proprietary
technology; possible fluctuations in quarterly results; the effects of
competition; risks related to international business operations; and the
Company's dependence on a limited number of suppliers. Other factors may be
described from time to time in the Company's other filings with the Securities
and Exchange Commission, news releases and other communications. Readers are
cautioned not to place undue reliance on these forward-looking statements,
which speak only as of the date hereof. The Company does not undertake any
obligation to release publicly any revisions to these forward-looking
statements to reflect events or circumstances after the date hereof or to
reflect the occurrence of unanticipated events. The Company cautions readers
that a number of important factors discussed herein, and in other reports filed
with the Securities and Exchange Commission, particularly the Company's Form
10-KSB for the year ended June 30, 1999, could affect the Company's actual
results and cause actual results to differ materially from those in the forward
looking statements.

Subsequent written and oral forward-looking statements attributable to the
Company or persons acting on its behalf are expressly qualified in their
entirety by the cautionary statements set forth above and contained elsewhere
in this Form 10-QSB.

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<PAGE>

PART II - OTHER INFORMATION

Item 3. Defaults Upon Senior Securities

For a description of certain defaults under the Company's debt securities, see
Item 2. Management's Discussion and Analysis or Plan of Operation - Liquidity
and Capital Resources.

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits:

Number      Description

27          Financial Data Schedule

(b) Reports on Form 8-K:

     Current Report on Form 8-K/A filed February 9, 2000
     Current Report on Form 8-K filed March 16, 2000


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<PAGE>






SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                           LOGIMETRICS, INC.

Dated: April 3, 2001                       By: /s/ Erik S. Kruger
                                               ------------------
                                               Erik S. Kruger
                                               Vice President -
                                               Finance and Administration
                                               and Principal Accounting Officer


                                      27