<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 September 30, 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

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 June 30, 2001:
              $.01 per share                       169,843,524 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 - September 30, 2000............................3

Consolidated Statements of Operations -
   Three months ended September 30, 2000 and 1999..........................4

Consolidated Statements of Cash Flows -
   Three months ended September 30, 2000 and 1999..........................5

Notes to Consolidated Financial Statements -
   Three months ended September 30, 2000 and 1999..........................6-12

Item 2.  Management's Discussion and Analysis or Plan of Operation.........13-19

PART II - OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K..................................20

SIGNATURES.................................................................21

<PAGE>

                        LOGIMETRICS, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEET
                               September 30, 2000
                                   (Unaudited)

<TABLE>
<CAPTION>
ASSETS
CURRENT ASSETS:
<S>                                                                <C>
   Cash                                                            $    865,265
   Accounts receivable, less allowance
      for doubtful accounts of $36,343                                  657,892
   Inventories (Note 4 )                                                 45,812
   Note receivable (Note 3)                                           6,500,000
   Prepaid expenses and other current assets                             55,784
                                                                   ------------
         Total current assets                                         8,124,753

   Equipment and fixtures, net                                        1,867,847
   Other assets                                                          58,310
                                                                   ------------
TOTAL ASSETS                                                       $ 10,050,910
                                                                   ============

LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
   Accounts payable and other accrued expenses (Note 5)            $  2,772,242
   Net liabilities of discontinued operations (Note 2)                4,774,744
   Current portion of long-term debt (Note 6)                         3,600,953
                                                                   ------------
         Total current liabilities                                   11,147,939

   Long-term debt (Note 6)                                              773,131
                                                                   ------------
TOTAL LIABILITIES                                                    11,921,070
                                                                   ------------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' DEFICIT
   Preferred Stock:
   Par value $.01; 5,000,000 authorized,
   no shares issued and outstanding                                           -
   Common Stock:
         Par value $.01; authorized,
         350,000,000 shares; issued and
         outstanding, 169,681,878 shares                              1,696,819
   Additional paid-in capital                                        31,503,414
   Accumulated deficit                                              (34,880,943)
   Stock subscriptions receivable (Note 7)                             (189,450)
                                                                   ------------
TOTAL STOCKHOLDERS' DEFICIT                                          (1,870,160)
                                                                   ------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                        $ 10,050,910
                                                                   ============
</TABLE>

                 See Notes to Consolidated Financial Statements

                                        3
<PAGE>

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

<TABLE>
<CAPTION>
                                                           Three Months Ended
                                                               September 30,

                                                           2000             1999
                                                           ----             ----
<S>                                                    <C>              <C>
Revenues                                               $  1,792,018     $    234,461

Costs and expenses:
  Cost of revenues                                          976,539          472,764
  Selling, general and administrative expenses              842,899        1,615,966
  Research and development                                  259,261          424,014
                                                       ------------     ------------
Loss from operations                                       (286,681)      (2,278,283)

Interest expense                                            126,118          472,179
                                                       ------------     ------------
Loss from continuing operations                            (412,799)      (2,750,462)
                                                       ------------     ------------
Discontinued operations:

  Loss from discontinued operations                               -         (966,820)
                                                       ------------     ------------
  Net loss                                                 (412,799)      (3,717,282)

Preferred stock dividends                                         -           59,989
                                                       ------------     ------------
Net loss attributable to common stockholders           $   (412,799)    $ (3,777,271)
                                                       ============     ============
Net loss attributable to common stockholders
  from continuing operations                           $   (412,799)    $ (2,810,451)
                                                       ============     ============
Basic and diluted loss per common share (Note 8):

  Loss from continuing operations                      $       0.00     $      (0.10)
  Loss from discontinued operations                               -            (0.03)
                                                       ------------     ------------
  Net loss attributable to common stockholders         $       0.00     $      (0.13)
                                                       ============     ============
Basic and diluted weighted average
  number of common shares (Note 8)                      154,094,588       28,672,245
                                                       ============     ============
</TABLE>

                 See Notes to Consolidated Financial Statements

                                       4
<PAGE>

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

<TABLE>
<CAPTION>
                                                                           Three Months Ended
                                                                               September 30,
                                                                           2000            1999
                                                                           ----            ----
<S>                                                                    <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss before preferred stock dividends                                 (412,799)     (3,717,282)
                                                                       -----------     -----------
Loss from discontinued operations                                                -         966,820

Adjustments to reconcile net loss before preferred
  stock dividends to net cash used in operating activities
  from continuing operations:
  Depreciation and amortization                                             82,494         237,813
  Accrued interest expense                                                 101,456         407,208
  Financing fee                                                                  -         764,678
Increase (decrease) in cash from:
  Accounts receivable                                                     (361,793)        162,518
  Inventories                                                              (26,246)         27,680
  Prepaid expenses and other current assets                                 (8,300)           (791)
  Accounts payable and accrued expenses                                 (2,488,529)        199,292
                                                                       -----------     -----------
      Total adjustments                                                 (2,700,918)      2,765,218
                                                                       -----------     -----------
Net cash used in operating activities from continuing operations        (3,113,717)       (952,064)
                                                                       -----------     -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of equipment and fixtures                                     (151,752)        (48,063)
                                                                       -----------     -----------
Net cash used in investing activities from continuing operations          (151,752)        (48,063)
                                                                       -----------     -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from transaction                                              8,500,000               -
  Proceeds from debt issuance                                                    -       1,000,000
  Loans from stockholders                                                   65,000               -
  Repayment of loans from stockholders                                  (1,059,852)        (33,339)
  Repayment of debt                                                     (3,355,466)        (21,713)
                                                                       -----------     -----------
Net cash provided by financing activities from continuing operations     4,149,682         944,948
                                                                       ===========     ===========
NET CASH (USED IN) PROVIDED BY DISCONTINUED OPERATIONS                     (39,118)         62,468

NET INCREASE (DECREASE) IN CASH                                            845,095           7,289

CASH, beginning of period                                                   20,170         400,760
                                                                       -----------     -----------
CASH, end of period                                                    $   865,265     $   408,049
                                                                       -----------     -----------
</TABLE>

                 See Notes to Consolidated Financial Statements

                                       5
<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 2000 financial statements have been
reclassified to conform with the 2001 presentation.

The balance sheet as of September 30, 2000, the statements of operations for the
three-month periods ended September 30, 2000 and 1999, and the statements of
cash flows for the three-month periods ended September 30, 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 months ended
September 30, 2000 are not necessarily indicative of the results that may be
achieved for any other interim period or for the fiscal year ending June 30,
2001. 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, 2000.

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 was 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 consolidated balance
sheet and statements of operations and cash flows, and related notes to the
consolidated financial statements have been restated to conform to the
discontinued operations presentation.

3. Purchase Agreement With L-3 Communications Corporation

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, par value $.01 per share (the "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 has been prepaid
from time to time as necessary to fund the Company's reasonable ongoing working
capital needs. Previously, the Note was to 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 March 31, 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.

                                       6
<PAGE>

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

Under the Purchase Agreement, L-3 agreed, subject to the satisfaction of certain
conditions, to purchase up to an additional 3.3 million 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 July 15, 2001, L-3 had acquired 2.1 million
Additional Shares for $3.2 million.

Pursuant to the terms of the Purchase Agreement, the Company granted to L-3 an
option (the "L-3 Option") to acquire up to 5.6 million 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 and expires ten years from the date of grant.

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 are 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 agreed to use its reasonable best efforts, for a limited period of
time, 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 to cooperate with the Company to consummate the Qualifying Offering
subject to market and economic conditions. As of July 15, 2001, neither the
additional investment nor the Qualifying Offering had been consummated.

Pursuant to the Purchase Agreement, the Company 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 agreed not to sell to a non-affiliated third party
more than 53.3% of the L-3 Shares prior to December 31, 2001. The directors
appointed by the Existing Holders 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 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).

                                       7
<PAGE>

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

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.

Each of the Company and L-3 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 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) will 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). Subsequent to the Effective
Time, Frank C. Lanza, Robert V. LaPenta, Christopher C. Cambria and John S.
Mega, all of whom are employees of L-3, were appointed by L-3 as directors to
fill the vacancies created by the increase in the number of directors.

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.

                                       8
<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 13% Convertible Senior Subordinated Pay-in-Kind Debentures
due July 29, 1999 (the "Class A Debentures"), Amended and Restated Class B 13%
Convertible Senior Subordinated Pay-in-Kind Debentures due 1999 (the "Class B
Debentures") and Class C 13% Convertible Senior Subordinated Debentures due
September 30, 1999 (the "Class C Debentures" and, collectively with the Class A
Debentures and the Class B Debentures, the "Convertible Debt") converted such
indebtedness into an aggregate of 30.6 million shares of Common Stock. In
addition, in connection with and prior to the Closing, the holders of the
Company's outstanding Series A 12% Cumulative Convertible Redeemable Preferred
Stock, stated value $50 thousand 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. In connection with and 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 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.

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 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 January 2, 2001, 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.

                                       9
<PAGE>

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

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 thousand. 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 thousand
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, as defined, 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 thousand
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 thousand shares
of Common Stock in connection with the execution of his new employment
agreement. Options to purchase an aggregate of 8.9 million shares of Common
Stock also were issued under the LogiMetrics, Inc. 1997 Stock Compensation
Program (the "Stock Compensation Program") to certain other employees of the
Company and to certain employees of L-3 (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, one officer of the Company, Mr. James Meckstroth,
and one former officer of the company, Mr. Erik Kruger, received options to
acquire 740 thousand shares and 400 thousand shares of Common Stock,
respectively.

                                       10
<PAGE>

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

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). CRM directed approximately 129 thousand shares to
Mr. Phipps. 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.

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 "SEC") 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.

On February 17, 2000, the Company and Signal entered into the Letter of Intent
relating to the proposed merger of the Company with a subsidiary of Signal. In
connection with the Signal Letter of Intent, Signal had loaned $2.0 million, to
the Company for working capital and other purposes (the "Signal Loan").
Concurrently with the making of the Signal Loan, certain existing investors in
the Company also loaned the Company $1.0 million (the "Investor Loans"). In
addition, the Company received a short-term bridge loan (the "Bridge Loan") from
certain of its investors in the amount of $100 thousand. The Signal Loan, the
Investor Loans and the Bridge Loan were repaid with a portion of the net
proceeds of the Transaction.

In connection with the Letter of Intent, the Company and Signal also entered
into 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 was 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.

4. Inventories

Inventories consist of the following at September 30, 2000:

Raw material and components                    $    45,812


5. Accounts Payable and Other Accrued Expenses

Accounts payable and other accrued expenses consist of the following at
September 30, 2000:

Accounts payable                               $   330,744
Accrued professional fees                          441,290
Accrued payroll                                    310,825
Other accrued expenses                           1,689,383
                                               -----------
                                               $ 2,772,242
                                               ===========

                                       11
<PAGE>

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

6. Long-Term Debt

Long-term debt consists of the following at September 30, 2000:

Modified Replacement Note                                         $ 1,976,269
Bridge Notes                                                        1,029,612
Capital lease obligations                                           1,368,203
                                                                  -----------
                                                                    4,374,084
  Less:  current portion                                            3,600,953
                                                                  -----------
                                                                  $   773,131
                                                                  ===========

On August 21, 2000, North Fork Bank (the "Bank") agreed to modify and extend the
maturity date of the Company's credit facility (the "Modified Replacement Note")
from June 30, 2000 to January 2, 2001. The Modified Replacement Note was paid in
full in February 2001.

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

Fiscal year ending June 30, 2001                                  $ 3,363,497
Fiscal year ending June 30, 2002                                      484,887
Fiscal year ending June 30, 2003                                      366,723
Fiscal year ending June 30, 2004                                      158,977
                                                                  -----------
                                                                  $ 4,374,084
                                                                  ===========

7. Stock Subscriptions Receivable

Stock subscriptions receivable consists of the following at September 30, 2000:

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

8. 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 periods ended
September 30, 2000 and September 30, 1999 do not give effect to Common Stock
equivalents because they would have an antidilutive effect.

9. Related Party Transactions

Mr. Charles S. 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 $15 thousand and $28 thousand and mmTech incurred expenses of $9 thousand and
$15 thousand for the three months ended September 30, 2000 and September 30,
1999, respectively. At September 30, 2000, ACC owed mmTech approximately $47
thousand.

                                       12
<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

Three Months Ended September 30, 2000 Compared to Three Months Ended
September 30, 1999

Net revenues for the three months ended September 30, 2000 increased $1.6
million, or 664.3%, to $1.8 million from $0.2 million for the comparable period
of 1999. The increase in revenues for the three months ended September 30, 2000
resulted from the start of a new program for a customer of the Company and the
completion of a program for another customer.

Cost of revenues for the three months ended September 30, 2000 increased $0.5
million, or 106.6%, to $1.0 million from $0.5 million for the comparable period
of 1999. The increase resulted primarily from a higher level of sales and the
costs related thereto. Cost of revenue as a percentage of sales decreased 73.0%
to 54.5% from 201.6% primarily due to overhead costs spread over a higher
revenue base.

Selling, general and administrative ("SG&A") expenses for the three months ended
September 30, 2000 decreased $0.8 million, or 47.8%, to $0.8 million from $1.6
million for the comparable period of 1999. The decrease in SG&A expenses
primarily resulted from the inclusion of a one time financing fee charged in the
quarter ended September 30, 1999.

Research and development expenses for the three months ended September 30, 2000
decreased $0.1 million, or 38.9%, to $0.3 million from $0.4 million for the
comparable period of 1999 primarily as a result of lower direct material
expenses related to research and development efforts for the three-month period
ended September 30, 2000.

For the reasons discussed above, the Company recorded an operating loss of $0.3
million for the three months ended September 30, 2000, compared to an operating
loss of $2.3 million for the comparable period in 1999.

Interest expense for the three months ended September 30, 2000 decreased $0.4
million, or 73.3%, to $0.1 million from $0.5 million for the comparable period
of 1999, primarily as a result of a lower level of average outstanding
indebtedness due to the conversion on July 10, 2000 of all of the Company's
outstanding Class A 13% Convertible Senior Subordinated Pay-in-Kind Debentures
due July 29, 1999 (the "Class A Debentures"), Amended and Restated Class B 13%
Convertible Senior Subordinated Pay-in-Kind Debentures due 1999 (the "Class B
Debentures") and Class C 13% Convertible Senior Subordinated Debentures due
September 30, 1999 (the "Class C Debentures" and, collectively with the Class A
Debentures and the Class B Debentures, the "Convertible Debt") into shares of
the Company's common stock, par value $0.01 per share (the "Common Stock") and
the repayment of certain outstanding loans in conjunction with the transaction
between the Company and L-3 Communications Corporation ("L-3"). See "Liquidity
and Capital Resources."

During the three months ended September 30, 2000, the Company had no accrued
dividends, as the Company's Series A Cumulative Convertible Redeemable Preferred
Stock, stated value $50 thousand per share (the "Series A Preferred Stock") was
converted into shares of the Company's Common Stock on July 10, 2000. The
Company accrued dividends on its Series A Preferred Stock of $60 thousand for
the three months ended September 30, 1999.

For the reasons discussed above, the Company recorded a net loss attributable to
common stockholders from continuing operations for the three months ended
September 30, 2000 of $0.4 million, compared to a net loss attributable to
common stockholders from continuing operations of $2.8 million for the
comparable period in 1999.

LIQUIDITY AND CAPITAL RESOURCES

At September 30, 2000, the Company had cash of $0.9 million. At such date, the
Company had total current assets of $8.1 million and total current liabilities
of $11.1 million.

                                       13
<PAGE>

LOGIMETRICS, INC. AND SUBSIDIARY

Net cash used in operating activities from continuing operations was $3.1
million for the three months ended September 30, 2000, compared to $1.0 million
for the comparable period in 1999. Net cash used in operating activities from
continuing operations during the three months ended September 30, 2000 resulted
primarily from a net loss from continuing operations of $0.4 million and a
decrease of $2.5 million in accounts payable and accrued expenses. Net cash used
in operating activities from continuing operations during the three months ended
September 30, 1999 resulted primarily from a net loss from continuing operations
of $2.8 million, offset in part by a $0.8 million increase in financing fees, an
increase of $0.4 million in accrued interest expense and an increase of $0.2
million in accounts payable and accrued expenses.

Net cash used in investing activities from continuing operations was $0.2
million for the three months ended September 30, 2000, and $48 thousand 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 $4.1
million for the three-month period ended September 30, 2000 and $0.9 million for
the comparable period in 1999. Net cash provided by financing activities from
continuing operations during the three-month period ended September 30, 2000
resulted primarily from $8.5 million in proceeds associated with the L-3
Communications Corporation ("L-3") transaction (as described below), offset in
part by the repayment of $3.4 million of certain indebtedness and $1.1 million
in loans to stockholders. Net cash provided by financing activities from
continuing operations during the three-month period ended September 30, 1999
resulted primarily from $1.0 million in proceeds of certain debt issuances by
the Company, offset in part by the repayment of certain outstanding
indebtedness.

Net cash used in discontinued operations was $39 thousand for the three months
ended September 30, 2000, compared with net cash provided by discontinued
operations of $62 thousand for the comparable period in 1999.

From July 1, 2000 to September 30, 2000, the Company raised $8.5 million from
the sale of its Common Stock to L-3 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.

In July 2000, the Company and 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, par value
$.01 per share (the "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 has
been prepaid from time to time as necessary to fund the Company's reasonable
ongoing working capital needs. Previously, the Note was to 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 March 31, 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 agreed, subject to the satisfaction of certain
conditions, to purchase up to an additional 3.3 million 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 July 15, 2001, L-3 had acquired 2.1 million
Additional Shares for $3.2 million.

Pursuant to the terms of the Purchase Agreement, the Company granted to L-3 an
option (the "L-3 Option") to acquire up to 5.6 million 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 and expires ten years from the date of grant.

                                       14
<PAGE>

LOGIMETRICS, INC. AND SUBSIDIARY

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 are 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 agreed to use its reasonable best efforts, for a limited period of
time, 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 to cooperate with the Company to consummate the Qualifying Offering
subject to market and economic conditions. As of July 15, 2001, neither the
additional investment nor the Qualifying Offering had been consummated.

Pursuant to the Purchase Agreement, the Company 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 agreed not to sell to a non-affiliated third party
more than 53.3% of the L-3 Shares prior to December 31, 2001. The directors
appointed by the Existing Holders 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 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).

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.

                                       15
<PAGE>

LOGIMETRICS, INC. AND SUBSIDIARY

Each of the Company and L-3 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 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) will 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). Subsequent to the Effective
Time, Frank C. Lanza, Robert V. LaPenta, Christopher C. Cambria and John S.
Mega, all of whom are employees of L-3, were appointed by L-3 as directors to
fill the vacancies created by the increase in the number of directors.

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.

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

                                       16
<PAGE>

LOGIMETRICS, INC. AND SUBSIDIARY

In connection with and prior to the Closing, the holders of the Company's
outstanding Class A 13% Convertible Senior Subordinated Pay-in-Kind Debentures
due July 29, 1999 (the "Class A Debentures"), Amended and Restated Class B 13%
Convertible Senior Subordinated Pay-in-Kind Debentures due 1999 (the "Class B
Debentures") and Class C 13% Convertible Senior Subordinated Debentures due
September 30, 1999 (the "Class C Debentures" and, collectively with the Class A
Debentures and the Class B Debentures, the "Convertible Debt") converted such
indebtedness into an aggregate of 30.6 million shares of Common Stock. In
addition, in connection with and prior to the Closing, the holders of the
Company's outstanding Series A 12% Cumulative Convertible Redeemable Preferred
Stock, stated value $50 thousand 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. In connection with and 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 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.

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 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 January 2, 2001, 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.

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.

                                       17
<PAGE>

LOGIMETRICS, INC. AND SUBSIDIARY

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 thousand. 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 thousand
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, as defined, 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 thousand
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 thousand shares
of Common Stock in connection with the execution of his new employment
agreement. Options to purchase an aggregate of 8.9 million shares of Common
Stock also were issued under the LogiMetrics, Inc. 1997 Stock Compensation
Program (the "Stock Compensation Program") to certain other employees of the
Company and to certain employees of L-3 (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, one officer of the Company, Mr. James Meckstroth,
and one former officer of the company, Mr. Erik Kruger, received options to
acquire 740 thousand shares and 400 thousand 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). CRM directed approximately 129 thousand shares to
Mr. Phipps. 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.

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 "SEC") 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.

On February 17, 2000, the Company and Signal Technology Corporation ("Signal")
entered into a non-binding Letter of Intent (the "Letter of Intent") relating to
the proposed merger of the Company with a subsidiary of Signal. In connection
with the Signal Letter of Intent, Signal had loaned $2.0 million, to the Company
for working capital and other purposes (the "Signal Loan"). Concurrently with
the making of the Signal Loan, certain existing investors in the Company also
loaned the Company $1.0 million (the "Investor Loans"). In addition, the Company
received a short-term bridge loan (the "Bridge Loan") from certain of its
investors in the amount of $100 thousand. The Signal Loan, the Investor Loans
and the Bridge Loan were repaid with a portion of the net proceeds of the
Transaction.

                                       18
<PAGE>

LOGIMETRICS, INC. AND SUBSIDIARY

In connection with the Letter of Intent, the Company and Signal also 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 was 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.

On August 21, 2000, North Fork Bank (the "Bank") agreed to modify and extend the
maturity date of the Company's credit facility (the "Modified Replacement Note")
from June 30, 2000 to January 2, 2001. The Modified Replacement Note was paid in
full in February 2001.

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," "predict," "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; adverse conditions in the
telecommunications services market; the Company's history of losses and cash
constraints; the Company's failure to generate sufficient cash flow from
operations to meet its working capital needs; 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 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 SEC, 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 SEC, particularly the Company's Form 10-KSB
for the year ended June 30, 2000, 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.

                                       19
<PAGE>

PART II - OTHER INFORMATION

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 filed July 26, 2000

                                       20
<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: July 23, 2001                       By: /s/ James C. Ebbesen
                                                --------------------
                                                James C. Ebbesen
                                                Controller
                                                and Principal Accounting Officer

                                       21