| Part 2 -- Financials Statements of Operations
 (In thousands of dollars, except share and per share data)
 
 Three Months    Three Months
 Ended           Ended
 September 30,  September 30,
 2001            2000
 (unaudited)     (unaudited)
 
 Net sales                                         $5,676         11,495
 Cost of goods sold                                 3,530          6,138
 Gross profit                                   2,146          5,357
 
 Operating expenses:
 Selling                                            654          1,067
 General and administrative                       1,879          1,578
 Research and development                           607          1,514
 Expenses relating to accounting restatements
 and the related shareholder litigation             85          1,248
 Total operating expenses                       3,225          5,407
 
 Operating loss                                (1,079)           (50)
 
 Other income (expense):
 Interest income                                     18            158
 Interest expense                                   (50)          (329)
 Other, net                                          (9)            20
 Total other income (expense)                     (41)          (151)
 Net loss                                     $(1,120)          (201)
 
 Loss per share, basic and diluted                 $(0.16)         (0.03)
 Weighted average shares outstanding,
 basic and diluted                             7,123,456      7,070,702
 
 Balance Sheets
 (In thousands of dollars)
 September 30,     June 30,
 2001            2001
 Assets                                        (unaudited)
 Current Assets:
 Cash and cash equivalents                       $1,683          2,013
 Trade accounts receivable, less allowance
 for doubtful accounts of $212 and $279,
 respectively                                    4,276          5,942
 Inventories                                      3,119          3,640
 Prepaid expenses and other current assets          697            645
 Total current assets                           9,775         12,240
 Property and equipment:
 Machinery and equipment                         11,714         11,616
 Furniture and fixtures                             839            822
 Leasehold improvements                           1,499          1,500
 14,052         13,938
 Less accumulated depreciation and amortization   6,822          6,362
 Net property and equipment                     7,230          7,576
 Intangible and other assets, net of accumulated
 amortization of $121 and $109, respectively         637            638
 Total assets                                 $17,642         20,454
 
 Liabilities and Stockholders' Equity
 Current liabilities:
 Trade accounts payable                          $1,261          1,669
 Accrued compensation                             1,004          1,286
 Other accrued expenses                             422            428
 Notes payable and current installments of
 long-term obligations                             756          1,764
 Total current liabilities                      3,443          5,147
 Long-term obligations                              1,272          1,321
 Other liabilities                                    157            157
 Total liabilities                              4,872          6,625
 Stockholders' equity:
 Common stock, $.01 par value, 50,000,000 shares
 authorized; 7,128,123 and 7,107,161 shares
 issued and outstanding, respectively               71             71
 Additional paid-in capital                      36,877         36,829
 Unamortized stock compensation cost                (66)           (79)
 Accumulated deficit                            (24,112)       (22,992)
 Total stockholders' equity                    12,770         13,829
 Commitments and contingencies
 Total liabilities and stockholders' equity   $17,642         20,454
 
 SOURCE: Vari-L Company, Inc.
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