<PAGE>

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

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 10-Q

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

                For the quarterly period ended December 31, 2001

                                       OR

|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE TRANSITION PERIOD FROM _______TO _______

                        Commission File Number 333-43390
                        --------------------------------

                                Weigh-Tronix, LLC
             (Exact name of Registrant as specified in its charter)

            Delaware                                       06-1510936
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                               Number)

                           101 Dyer Street, Suite 300
                         Providence, Rhode Island 02903
                    (Address of principal executive offices)

                                 (401) 272-4402
              (Registrant's telephone number, including area code)

Check whether the Registrant (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 |X| NO |_|

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

<PAGE>

                                WEIGH-TRONIX, LLC
      QUARTERLY REPORT ON FORM 10-Q FOR THE PERIOD ENDED DECEMBER 31, 2001

                                Table of Contents

                                                                            Page
                                                                            ----

PART I    FINANCIAL INFORMATION

Item 1. Unaudited Financial Statements

      Consolidated Balance Sheets as of December 31, 2001 and
      March 31, 2001                                                           3

      Consolidated Statements of Operations for the three and
      nine months ended December 31, 2001 and 2000                             4

      Consolidated Statements of Cash Flows for the nine months
      ended December 31, 2001 and 2000                                         5

      Notes to Unaudited Consolidated Financial Statements                     6

Item 2. Management's Discussion and Analysis of Financial
        Condition and Results of Operations                                   27

Item 3. Quantitative and Qualitative Disclosures About Market Risk            47

PART II OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K                                      48

      Signatures                                                              49

<PAGE>
                         PART I - FINANCIAL INFORMATION

Item 1. Unaudited Financial Statements

                                WEIGH-TRONIX, LLC
                           CONSOLIDATED BALANCE SHEETS
                                 (In Thousands)
<TABLE>
<CAPTION>
                                                                                                            December 31,  March 31,
                                                                                                                2001         2001
                                                                                                            (Unaudited)   (Audited)
                                                                                                             ---------    ---------
<S>                                                                                                          <C>          <C>
Assets
Current assets:
   Cash and cash equivalents                                                                                 $   7,921    $   9,054
   Accounts receivable, net of allowances of $887 and $742, respectively                                        64,677       64,696
   Inventories, net                                                                                             49,330       56,204
   Prepaid expenses and other current assets                                                                     9,366        4,396
   Deferred income taxes                                                                                         4,599        3,835
   Net assets of discontinued operations                                                                         7,988           --
                                                                                                             ---------    ---------

       Total current assets                                                                                    143,881      138,185

Property, plant and equipment, net of accumulated depreciation of $13,517 and $11,644, respectively             37,833       42,927
Intangibles, net of accumulated amortization of $12,180 and $8,250, respectively                                93,660      108,249
Net assets of discontinued operations                                                                               --        7,753
Deferred financing costs, net                                                                                    9,556       10,644
Investment in unconsolidated joint ventures                                                                      3,188        3,843
Other long-term assets                                                                                           5,386        5,323
                                                                                                             ---------    ---------

  Total assets                                                                                               $ 293,504    $ 316,924
                                                                                                             =========    =========

Liabilities, Mandatorily Redeemable Membership Interests and Members' Equity (Deficit)
Current liabilities:
   Current portion of long-term debt                                                                         $ 196,483    $   3,031
   Accounts payable                                                                                             25,653       25,318
   Accrued expenses                                                                                             35,906       38,911
   Deferred service contract revenue                                                                            22,425       20,717
                                                                                                             ---------    ---------
       Total current liabilities                                                                               280,467       87,977

Long-term debt                                                                                                      --      185,784
Other long-term obligations                                                                                      8,220       10,298
Deferred income taxes                                                                                            8,699       10,644
                                                                                                             ---------    ---------
       Total liabilities                                                                                       297,386      294,703
Commitment and contingencies
Minority interest                                                                                                2,013        3,221
Mandatorily redeemable membership interests:
   Class A membership interests, subject to put option, at cost                                                  1,139        1,139
   Class C membership interests, subject to put option, at fair value                                               --           --
   Preferred member interest (at liquidation preference), including accrued
       dividends of $1,734 and  $871, respectively                                                              10,994       10,131
                                                                                                             ---------    ---------
             Total mandatorily redeemable membership interests                                                  12,133       11,270

Members' equity (deficit):
   Membership interests                                                                                         54,410       54,410
   Additional paid-in capital                                                                                    5,438        5,438
   Subscription note receivable                                                                                   (380)        (380)
   Unearned compensation                                                                                           (69)        (204)
   Accumulated deficit                                                                                         (71,303)     (45,255)
   Accumulated other comprehensive loss                                                                         (6,124)      (6,279)
                                                                                                             ---------    ---------
   Members' equity(deficit):                                                                                   (18,028)       7,730
                                                                                                             ---------    ---------
              Total mandatorily redeemable membership interests and members' equity (deficit)                   (5,895)      19,000
                                                                                                             ---------    ---------
              Total liabilities, mandatorily redeemable membership interests and members' equity (deficit)   $ 293,504    $ 316,924
                                                                                                             =========    =========
</TABLE>
               The accompanying notes are an integral part of the
                       consolidated financial statements.

                                        3

<PAGE>
                                WEIGH-TRONIX, LLC
                 UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
                                 (In Thousands)

<TABLE>
<CAPTION>
                                                                      Quarter Ended        Nine Months Ended
                                                                      December 31,            December 31,
                                                                  --------------------    ----------------------
                                                                    2001        2000        2001         2000
                                                                  --------    --------    ---------    ---------
<S>                                                               <C>         <C>         <C>          <C>
Revenues:
   Product sales                                                  $ 39,946    $ 39,672    $ 123,095    $ 115,050
   Services                                                         27,827      32,152       86,614       76,057
                                                                  --------    --------    ---------    ---------
       Total revenues                                               67,773      71,824      209,709      191,107

Cost of revenues:
   Cost of products sold                                            30,969      31,376       90,605       93,774
   Cost of services                                                 12,094      12,902       37,339       43,572
                                                                  --------    --------    ---------    ---------
       Total cost of revenues                                       43,063      44,278      127,944      137,346
                                                                  --------    --------    ---------    ---------
       Gross profit                                                 24,710      27,546       81,765       53,761

Operating expenses:
   Selling, general and administrative                              24,728      28,275       74,407       64,507
   Depreciation and amortization                                     3,325       4,202       10,442        9,104
   Restructuring charge                                                 93         668        5,307        2,607
                                                                  --------    --------    ---------    ---------

       Operating loss                                               (3,436)     (5,599)      (8,391)     (22,457)

Interest expense                                                     5,096       6,424       15,923       14,536
Interest income                                                         --         (32)        (239)        (234)
Other expense (income), net                                         (5,289)      4,615        4,914          (44)
Equity in income of unconsolidated joint ventures                      (29)       (251)        (324)        (282)
                                                                  --------    --------    ---------    ---------
       Loss before income taxes, minority interest
       in net income (loss) of subsidiary, discontinued
       operations, extraordinary item and
       dividends on preferred member interest                       (3,214)    (16,355)     (28,665)     (36,433)

Benefit for income taxes                                              (192)     (2,769)      (1,417)      (4,197)
Minority interest in net income (loss) of subsidiary                   185         100       (1,030)         102
                                                                  --------    --------    ---------    ---------
       Loss before discontinued operations, extraordinary
       item and dividend on preferred member interest               (3,207)    (13,686)     (26,218)     (32,338)
Discontinued Operations
     Earnings from discontinued operations, net of tax                 494         249        1,033          767
Extraordinary loss, net of income tax benefit of $66                    --          --           --       (2,549)
                                                                  --------    --------    ---------    ---------
Loss before dividends on preferred member interest                  (2,713)    (13,437)     (25,185)     (34,120)
Dividends accrued on preferred member interest                         299         266          863          596
                                                                  --------    --------    ---------    ---------
Net loss attributable to members                                  $ (3,012)   $(13,703)   $ (26,048)   $ (34,716)
                                                                  ========    ========    =========    =========
</TABLE>

               The accompanying notes are an integral part of the
                       consolidated financial statements.


                                       4

<PAGE>

                                WEIGH-TRONIX, LLC
                 UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In Thousands)

<TABLE>
<CAPTION>
                                                                                       Nine Months Ended
                                                                                         December 31,
                                                                                     ---------------------
                                                                                       2001        2000
                                                                                     --------    ---------
<S>                                                                                  <C>         <C>
Cash flows from operating activities:
   Net loss from continuing operations attributable to members                       $(27,081)   $ (35,483)
   Adjustments to reconcile net loss
      to net cash  used in  operating activities:
       Extraordinary loss, net of income tax benefit                                       --        2,549
       Depreciation and amortization                                                   11,627       10,729
       Amortization of the inventory fair value adjustment                                 --       16,278
       Restructuring charges                                                            5,307        2,607
       Net loss on sale and closure of businesses                                       7,027           --
       Equity in income of unconsolidated joint ventures                                 (324)        (282)
       Membership equity interest compensation                                            135        1,805
       Interest expense, deferred financing costs                                       1,277        1,027
       Minority interest in net loss of subsidiary                                     (1,030)         102
       Deferred income taxes                                                           (2,452)      (3,525)
       Dividends on preferred member interest                                             863          596
       Gain on disposal of property and equipment                                      (1,043)         (87)
       Unrealized gain on foreign currency translation                                 (3,830)         (54)
       Loss on mark-to-market of financial instrument                                     298           --
       Changes in operating assets and liabilities, net of effect of acquisitions:
           Accounts receivable                                                         (3,025)       1,048
            Inventories                                                                 1,970        3,336
            Prepaid expenses and other current assets                                  (1,721)       1,916
           Other assets                                                                   (70)          --
           Accounts payable                                                             3,544       (7,318)
           Accrued expenses and deferred revenue                                       (4,100)     (12,913)
           Other liabilities                                                           (2,258)          --
                                                                                     --------    ---------
           Net cash used in operating activities                                      (14,886)     (17,669)
Cash flows from investing activities:
   Expenditures for property and equipment                                             (4,041)      (2,621)
   Proceeds from sales of property and equipment                                        3,153          365
   Acquisitions of businesses, net of cash acquired                                        --     (163,783)
   Dividends from unconsolidated joint ventures                                           245           --
   Proceeds from disposal of businesses                                                 5,897           --
   Proceeds from disposal of joint venture                                                504           --
                                                                                     --------    ---------

            Net cash provided by (used in) investing activities                         5,758     (166,039)
Cash flows from financing activities:
   Payments made on former senior revolving credit notes                                   --      (18,235)
   Payments made on former senior term notes                                               --      (22,252)
   Payments made on former senior subordinated notes including prepayment penalty          --      (16,044)
   Proceeds from term loans related to the Senior Credit Agreement                         --       70,000
   Payments made on term loans related to the Senior Credit Agreement                  (2,488)      (2,900)
   Proceeds from the revolving credit portion of the Senior Credit Agreement           37,858       45,530
   Payments made on the revolving credit portion of the Senior Credit Agreement       (28,672)          --
   Proceeds from the Senior Subordinated Notes due on June 1, 2010                         --       95,891
   Proceeds from membership interests                                                      --       39,536
   Proceeds from preferred member interest                                                 --        9,260
   Payments made on capital lease obligations                                              (6)         (25)
   Deferred financing costs                                                                --      (11,598)
                                                                                     --------    ---------

                Net cash provided by financing activities                               6,692      189,163
Net cash provided by (used in) discontinued operations                                    990         (515)
Effects of exchange rates on cash and cash equivalents                                    313         (524)
                                                                                     --------    ---------

Increase (decrease) in cash and cash equivalents                                       (1,133)       4,416

Cash and cash equivalents, beginning of the period                                      9,054        4,145
                                                                                     --------    ---------

Cash and cash equivalents, end of the period                                         $  7,921    $   8,561
                                                                                     ========    =========

Supplemental cash flow information:
   Cash paid for interest                                                            $ 17,203    $  10,320
   Cash paid for income taxes                                                        $    918    $   1,080
</TABLE>


               The accompanying notes are an integral part of the
                       consolidated financial statements.


                                       5

<PAGE>

                                WEIGH-TRONIX, LLC
              Notes to Unaudited Consolidated Financial Statements
                                 (In Thousands)

1.    Basis of Presentation

            Weigh-Tronix, LLC (the "Parent") is organized as a holding company
      and operates through various subsidiaries (collectively, the "Company" or
      "Weigh-Tronix"). The Company's fiscal year-end is March 31. The
      accompanying unaudited consolidated financial statements include the
      consolidated accounts of Weigh-Tronix, LLC and its subsidiaries and have
      been prepared in accordance with accounting principles generally accepted
      in the United States of America for interim financial information and with
      the instructions to Form 10-Q and Article 10 of Regulation S-X of the
      Securities Act of 1933. Accordingly, they do not include all of the
      information and footnotes required by accounting principles generally
      accepted in the United States of America for complete financial
      statements. The consolidated financial statements have not been audited by
      independent accountants in accordance with generally accepted auditing
      standards, but in the opinion of management, include all adjustments,
      consisting only of normal recurring adjustments, necessary to summarize
      fairly the Company's consolidated financial position, results of
      operations and cash flows.

            Results for the three and nine months ended December 31, 2001 are
      not necessarily indicative of the results expected for the fiscal year
      ending March 31, 2002. The unaudited consolidated financial statements and
      notes thereto should be read in conjunction with the Company's Annual
      Report on Form 10-K for the fiscal year ended March 31, 2001. The March
      31, 2001 balance sheet contained herein has been derived from the
      Company's audited financial statements but does not include all of the
      information and footnotes required by accounting principles generally
      accepted in the United States of America for complete financial
      statements. Certain prior year amounts have been reclassified to conform
      to the current period presentation.

            As further discussed in Note 4, the Company has engaged financial
     consultants to assist in its cash flow analysis and to assess its strategic
     options and intends to negotiate a Reset Amendment with its senior lenders
     that will set financial covenants that are attainable by the Company given
     its business plan and projected future financial performance. There can be
     no assurance that a Reset Amendment acceptable to the Company will be
     successfully negotiated. The Company's ability to continue as a going
     concern is dependent upon its ability to reach an agreement on an
     appropriate Reset Amendment and to comply with the terms thereof.

          A breach of any of the terms and conditions of the Seventh Amendment
     and Waiver, or subsequent breaches of financial covenants under the Credit
     Agreement would result in an Event of Default, and could result in
     acceleration of the Company's indebtedness, both Senior Credit and
     Subordinated Notes, all of which debt could become immediately due and
     payable. Based upon the current business plan and cash flow forecast, the
     Company will not be able to comply with the financial covenants unless they
     are modified. Also, the failure to consummate a Reset Amendment adjusting
     covenants under the Credit Agreement by March 22, 2002 will itself
     constitute a breach under the Credit Agreement which could lead to
     acceleration of the Company's debt. If there is no modification of the
     financial covenants and the debt is accelerated, the Company would not be
     able to repay the debt or borrow sufficient funds to refinance it. Since
     the Seventh Amendment and Waiver waives financial covenant defaults only
     through March 22, 2002, the total indebtedness under the Senior Credit
     Agreement and the Subordinated Notes has been classified as current
     liabilities in the consolidated balance sheet at December 31, 2001.

                                       6

<PAGE>

                                WEIGH-TRONIX, LLC
              Notes to Unaudited Consolidated Financial Statements
                                 (In Thousands)

2.    Acquisitions and Dispositions

      Acquisition of Avery Berkel

            During the nine months ended December 31, 2001, $3,070 was paid in
      relation to purchase accounting liabilities recorded as a result of the
      acquisition of all of the outstanding stock of GEC Avery International
      Limited ("Avery") and Maatschappij van Berkel's Patent BV ("Berkel" and
      together, "Avery Berkel") on June 13, 2000. The following table summarizes
      activity with respect to purchase accounting liabilities for the nine
      months ended December 31, 2001:

<TABLE>
<CAPTION>
                                            Employee     Costs to
                                          Termination       Exit    Other
                                             Costs      Businesses  Costs    Total
                                          -----------   ----------  -----   -------
<S>                                         <C>           <C>        <C>    <C>
      Balance at March 31, 2001 (audited)   $ 2,657       $ 1,124    $623   $ 4,404
      Provisions recorded                       193           355      --       548
      Cash payments                          (2,683)         (387)     --    (3,070)
                                            -------       -------    ----   -------
      Balance at December 31, 2001          $   167       $ 1,092    $623   $ 1,882
                                            =======       =======    ====   =======
</TABLE>

           The costs to exit businesses pertain mainly to onerous lease
      obligations that will be paid over the next ten (10) years. Twelve (12)
      former Avery Berkel facilities have been closed and approximately 417
      former Avery Berkel employees have been terminated as of December 31,
      2001. The Company finalized its business integration plans with respect to
      its Indian operations during the quarter ended June 30, 2001 and,
      accordingly, recorded $193 in additional purchase accounting liabilities
      with respect to employee termination costs for 147 employees. The
      communication of the employee termination benefits to these employees
      occurred prior to June 13, 2001. As of December 31, 2001, 137 of these
      employees have been terminated. Goodwill associated with the Avery Berkel
      acquisition and the related amortization were impacted as a result of
      these purchase accounting adjustments.

                                       7

<PAGE>

                                WEIGH-TRONIX, LLC
              Notes to Unaudited Consolidated Financial Statements
                                 (In Thousands)

      Dispositions

            On July 31, 2001, the operations and certain assets of Berkel Inc.,
      an indirect, wholly-owned subsidiary of the Company, were sold for total
      consideration of $8,400 resulting in a preliminary net loss of $5,806
      which was recorded in the quarter ended September 30, 2001. Included in
        this loss is a non-cash charge of approximately $7,350 for the write-off
      of goodwill and other intangibles related to the business. The agreed upon
      amount of net operating assets sold as well as fees and expenses related
      to the sale were finalized during the quarter ended December 31, 2001,
      resulting in a decrease of the loss on disposal to $4,263. Accordingly,
      $1,543 of other income was recorded in the quarter ended December 31,
      2001.

            Of the $8,400 consideration received for Berkel, $1,500 of
      contingent consideration was placed in escrow upon closing, $1,000 of
      which was to cover post-closing adjustments to net operating assets sold.
      During the quarter ended December 31, 2001, this portion of the escrow was
      settled, resulting in the distribution of approximately $100 to the
      Company and $900 to the buyer. In addition, the buyer remitted $300 to the
      Company to reflect the cash on Berkel's balance sheet at completion. The
      remaining $500 will be settled in accordance with criteria defined in the
      purchase and sale agreement. Fees and expenses of approximately $1,121
      were incurred in connection with the transaction. Of the net cash proceeds
      received of $5,879 approximately $5,088 was applied against the
      outstanding balance under the Senior Credit Agreement.

            On September 24, 2001 the Company sold its Spanish distribution
      subsidiary and a loss of approximately $1,500 relating to the sale,
      subject to the preparation of the final closing balance sheet, was
      recorded in the second quarter ended September 30, 2001. Based upon the
      final closing balance sheet of the Spanish subsidiary, finalized during
      the third quarter ended December 31, 2001, no gain or loss resulted from
      the sale. Accordingly, the loss of $1.5 million recorded in the second
      quarter was reversed into other income in the third quarter. In connection
      with this sale, the Company recorded a non-cash charge of approximately
      $140 related to the write-off of goodwill and other intangibles connected
      with that operation.

            The Company's German distribution facility was closed in the quarter
      ended September 30, 2001. In connection with the closure, the Company
      recorded a non-cash charge of $1,729 for the write-off of purchase
      accounting goodwill and other intangibles related to that operation during
      the quarter ended September 30, 2001.

            On December 7, 2001, the Company sold its Australian subsidiary,
      Salter Australia Pty Limited ("Salter Australia"), for zero cash proceeds,
      and the assumption of certain of its net liabilities of approximately
      $268. A preliminary loss of approximately $391 was recorded on the sale,
      primarily as a result of the write-off of a portion of inter-company debt
      owed by Salter Australia to other companies within the consolidated group.

           During the quarter ended December 31, 2001, the Company sold its
      investment in its Norwegian joint venture for a nominal sum. A loss of
      approximately $407 was recorded on the sale.


                                       8

<PAGE>

                                WEIGH-TRONIX, LLC
              Notes to Unaudited Consolidated Financial Statements
                                 (In Thousands)

3.    Restructuring

            The following table summarizes activity during the nine months ended
      December 31, 2001 with respect to reserves recorded in connection with the
      restructuring commencing in fiscal 2001 of certain of the Company's former
      Weigh-Tronix business operations:

<TABLE>
<CAPTION>
                                           Employee       Costs to
                                         Termination         Exit     Other
                                            Costs        Businesses   Costs      Total
                                         -----------     ----------   -----     -------
<S>                                        <C>            <C>        <C>        <C>
      Balance at March 31, 2001(audited)   $    40        $ 1,082    $   570    $ 1,692
      Provisions recorded                    2,277             --      3,030      5,307
      Cash payments                         (1,156)          (172)      (183)    (1,511)
      Non-cash payments                         --             --     (3,030)    (3,030)
                                           -------        -------    -------    -------
      Balance at December 31, 2001         $ 1,161        $   910    $   387    $ 2,458
                                           =======        =======    =======    =======
</TABLE>

            The Company's exit plans consist of (1) the closure of certain of
      the Company's legacy Salter Weigh-Tronix U.K. facilities; (2) the
      restructuring of the Company's North American manufacturing operations and
      (3) the restructuring of the Company's manufacturing facilities in India.

            The Company's restructuring plan in the U.K. incorporates the
      planned closing of one manufacturing facility, eight service centers, one
      redundant corporate office and the elimination of duplicative engineering
      and research and development costs. Approximately $2,000 was accrued in
      the fiscal year ended March 31, 2001 to cover the cost of this
      restructuring, of which $885 was recorded for involuntary termination
      benefits. As of December 31, 2001, all of the employee terminations
      contemplated by the plan, a total of 98, had occurred.

            The restructuring plan in North America provides for the combining
      of the Santa Rosa, California manufacturing operation into the Fairmont,
      Minnesota manufacturing facility. Charges of $1,424 have been recorded to
      cover the cost of this plan, of which $521 was accrued in the nine months
      ended December 31, 2001 coincident with the notification of affected
      employees. Approximately $374 was recorded with respect to involuntary
      termination costs, $593 for facilities exit costs and $457 with respect to
      the impairment of long-lived assets. Of the 33 employees to be terminated,
      most of whom are production employees, 32 were terminated as of December
      31, 2001.

            In July 2001 the Company communicated additional employee
      terminations to approximately 262 unionized production employees as a
      result of the restructuring plan in India. These costs, totaling
      approximately $1,810, were recorded as a restructuring charge in the
      quarter ended September 30, 2001. Additionally, a restructuring charge in
      the amount of $2,883 was recorded with respect to the impairment of
      long-lived assets in India and is included in "Other Costs" in the above
      table. During the quarter ended December 31, 2001, revisions to the
      restructuring plan resulted in the recording of an additional $93
      restructuring charge. None of the terminations contemplated under this
      plan had taken place as of December 31, 2001.


                                       9

<PAGE>

                                WEIGH-TRONIX, LLC
              Notes to Unaudited Consolidated Financial Statements
                                 (In Thousands)

4.    Debt

            Debt at December 31, 2001 is as follows:

<TABLE>
<CAPTION>
                                                   Interest Rate                  Interest Rate
                                                    December 31,    March 31,        March 31,
                                                       2001           2001            2001
                                                 -----------------  ---------       ---------
<S>                                    <C>            <C>          <C>                <C>
U.S. senior revolving note             $  22,402       5.69%        $ 31,300           8.81%
U.K. senior revolving note                19,261       7.90%             850           9.45%
U.S. senior tranche A term loan           26,851       5.69%          28,875           8.88%
U.S. senior tranche B term loan           37,581       6.19%          38,044           9.38%
Canadian senior term note B                1,708       6.19%           1,731           9.38%
12.5% senior subordinated term notes      88,680      12.50%          87,940          12.50%
Capital leases                                --                          75
                                       ---------                   ---------
Total debt                               196,483                     188,815
Less: current portion                  (196,483)                     (3,031)
                                       ---------                   ---------
Long-term debt                        $      --                   $ 185,784
                                       =========                   =========
</TABLE>

            On November 19, 2001, the Company's bank group granted the Company a
      waiver, for September 30, 2001, of the leverage ratio financial covenant
      contained in the Amended and Restated Credit Agreement (the "Credit
      Agreement") that was adversely impacted by the sale of Berkel Inc. and
      amended the equivalent ratios at December 31, 2001 and March 31, 2002 that
      were also projected to be impacted by the sale of Berkel Inc. (the "Fourth
      Amendment and Waiver"). The Fourth Amendment and Waiver included
      provisions relating to the Company's ability to sell assets; its financial
      reporting and a commitment by the Company to deliver a business plan
      including a cash-flow forecast to its lenders on or before January 11,
      2002. On January 11, 2002, the Company and its lenders executed a limited
      waiver to the Fourth Amendment and Waiver extending the submission date
      for the Company's business plan to January 16, 2002.

          The Fourth Amendment and Waiver also established February 7, 2002 (the
     "Reset Amendment Date") as the date by which the Company was required to
     reach agreement with its lenders in writing regarding amendments to the
     Credit Agreement (the "Reset Amendment"), including adjusted levels for the
     Company's financial covenants, based on the Company's new business plan
     submitted on January 16, 2002.

          On December 4, 2001 the Company and its lenders executed a fifth
     amendment to the Credit Agreement (the "Fifth Amendment"). The Fifth
     Amendment amended the provision in the Credit Agreement relating to the
     Company's ability to sell assets so as to permit the sale of Salter
     Australia Pty Limited.

          On January 18, 2002, the Company and its lenders executed a sixth
     amendment to the Credit Agreement (the "Sixth Amendment"). The Sixth
     Amendment further amended the provision in the Credit Agreement relating to
     the Company's ability to sell assets so as to more accurately describe the
     previously permitted sale of the business and assets of Salter Housewares
     Limited, a UK subsidiary of the Company, and also permitted the incurring
     by the Company of an indemnification guarantee respecting such sale.


                                       10

<PAGE>

                                WEIGH-TRONIX, LLC
              Notes to Unaudited Consolidated Financial Statements
                                 (In Thousands)

            On February 7, 2002 the Company and its lenders executed a second
     limited waiver to the Fourth Amendment and Waiver extending the February 7,
     2002 Reset Amendment Date to February 13, 2002. On February 13, 2002 the
     Company and its lenders executed the Seventh Amendment and Waiver to the
     Credit Agreement. The Seventh Amendment and Waiver extends the Reset
     Amendment Date to March 22, 2002 to allow the Company to assess its
     financial strategy and provide its lenders with a report on the Company's
     debt status and a cash budget through April 30, 2002. It waives any default
     or event of default under the financial covenants in the Credit Agreement
     through and until March 22, 2002. The Seventh Amendment and Waiver includes
     restrictions on the Company's ability to draw down on its revolving credit
     facility to a maximum of $2.5 million during the waiver period, subject to
     an existing borrowing base formula and total facility provisions. The
     Seventh Amendment and Waiver requires Berkshire Partners to increase
     its guarantee to support 25% of any funding of the Company's revolving
     credit facility during the waiver period. The Company's lenders reserve
     their right to draw the Berkshire Partners guarantee on March 22, 2002 or
     upon an earlier Event of Default. The lenders may advance amounts in excess
     of $2.5 million or the amount otherwise available under the borrowing base
     formula if Berkshire Partners agrees to guarantee the amount of such
     excess.

            The Company has engaged financial consultants to assist in its cash
     flow analysis and to assess its strategic options and it intends to
     negotiate a Reset Amendment with its senior lenders that will set
     financial covenants that are attainable by the Company given its business
     plan and projected future financial performance. There can be no assurance
     that a Reset Amendment acceptable to the Company will be negotiated. The
     Company's ability to continue as a going concern is dependent upon its
     ability to reach an agreement on an appropriate Reset Amendment and to
     comply with the terms thereof.

            A breach of any of the terms and conditions of the Seventh Amendment
     and Waiver, or subsequent breaches of the financial covenants under the
     Credit Agreement would result in an Event of Default, and could result in
     acceleration of the Company's indebtedness, both Senior Credit and
     Subordinated Notes, all of which debt could become immediately due and
     payable. Based upon the current business plan and cash flow forecast, the
     Company will not be able to comply with the financial covenants unless they
     are modified. Also, the failure to consummate a Reset Amendment adjusting
     covenants under the Credit Agreement by March 22, 2002 will itself
     constitute a breach under the Credit Agreement which could lead to
     acceleration of the Company's debt. If there is no modification of the
     financial covenants and the debt is accelerated, the Company would not be
     able to repay the debt or borrow sufficient funds to refinance it. Since
     the Seventh Amendment and Waiver waives financial covenant defaults only
     through March 22, 2002, the total indebtedness under the Credit Agreement
     and under the Subordinated Notes has been classified as current liabilities
     in the consolidated balance sheet at December 31, 2001.

            The Company had total letters of credit and guarantees outstanding
      as of December 31, 2001 of approximately $4,082.

      PREFERRED MEMBER INTEREST

            In connection with the Avery Berkel acquisition on June 13, 2000,
      the Company issued a [EURO $] 10.0 million preferred member interest
      pursuant to a subscription agreement (the "Subscription Agreement")
      between the Company, SWT Finance B.V. (the Issuer of the 12.5% senior
      subordinated notes due 2010) and Marconi Corporation plc. Upon the
      occurrence of certain conditions, the holder of the preferred member
      interest could have exchanged the preferred member interest for Notes. The
      preferred member interest ranked junior and subordinate in right of
      payment to the Notes, amounts outstanding under the Senior Credit
      Agreement and all other debt liabilities of Weigh-Tronix with respect to
      distributions upon the liquidation, winding-up and dissolution of
      Weigh-Tronix. On January 29, 2002, the preferred member interest and a
      warrant to acquire common member interests acquired by Marconi, Inc. were
      surrendered to the Company for no consideration in connection with Avery
      Berkel's execution and delivery of market term supply agreements with
      affiliates of Marconi Corporation plc.

                                       11

<PAGE>

                                WEIGH-TRONIX, LLC
              Notes to Unaudited Consolidated Financial Statements
                                 (In Thousands)

5.    Inventories

      The components of net inventories are as follows:

                                                                  March 31,
                                               December 31,         2001
                                                   2001           (Audited)
                                                 -------           -------

      Raw materials                              $ 5,934           $ 7,344
      Work in process                             11,319            12,980
      Finished goods                              32,077            35,880
                                                 -------           -------
                                                 $49,330           $56,204
                                                 =======           =======

6.    Income Taxes

            The Company has recorded a tax benefit from continuing operations of
      $192 and $1,417 for the quarter and nine months ended December 31, 2001,
      respectively. The Parent is a limited liability company and is thus not
      directly subject to U.S. federal or state income taxes. For its
      subsidiaries in the United Kingdom, the Company recorded an income tax
      benefit from continuing operations of $1,619 and $4,271 for the quarter
      and nine months ended December 31, 2001, respectively. Net tax provisions
      from continuing operations of $1,427 and $2,854 were recorded for the
      quarter and nine months ended December 31, 2001, respectively, with
      respect to the Company's other foreign subsidiaries. No net tax benefit
      has been recorded with respect to U.S. consolidated tax losses for the
      three and nine months ended December 31, 2001 due to the realizability of
      tax assets not considered likely.

            The Company recorded a tax benefit from continuing operations of
      $2,770 and $4,198 for the quarter and nine months ended December 31, 2000,
      respectively. For its subsidiaries in the United Kingdom, the Company
      recorded a net income tax benefit from continuing operations of $1,325 and
      $4,552 for the quarter and nine months ended December 31, 2000,
      respectively. The net income tax benefit recorded for the nine months
      ended December 31, 2000 is primarily due to the benefit associated with
      the amortization of the inventory fair value adjustment. Tax provisions of
      $307 and $48 were recorded for the nine months ended December 31, 2000
      with respect to the Company's subsidiaries in Canada and the Netherlands,
      respectively. No tax benefit was recorded with respect to U.S.
      consolidated tax losses for the nine months ended December 31, 2000 due to
      the uncertainty about the realizability of tax assets.

            A valuation allowance has been established for the tax benefits of
      all net operating loss carryforwards, except for those jurisdictions with
      indefinite carryforward periods, and for those deductible temporary
      differences in jurisdictions where the Company's operating results do not
      presently support an assertion that ultimate realization is more likely
      than not.


                                       12

<PAGE>

                                WEIGH-TRONIX, LLC
              Notes to Unaudited Consolidated Financial Statements
                                 (In Thousands)

7.    Comprehensive Loss

            Comprehensive loss and its components are as follows:

<TABLE>
<CAPTION>
                                                             Quarter Ended         Nine Months Ended
                                                              December 31,            December 31,
                                                           -------------------    --------------------
                                                             2001       2000        2001        2000
                                                           -------    --------    --------    --------
<S>                                                        <C>        <C>         <C>         <C>
      Loss before dividends on Preferred Member Interest   $(2,713)   $(13,437)   $(25,185)   $(34,120)
      Other comprehensive income (loss)
          Foreign currency translation adjustment           (3,322)        861         155      (1,633)
                                                           --------   ---------   ---------   ---------
               Comprehensive loss                          $(6,035)   $(12,576)   $(25,030)   $(35,753)
                                                           ========   =========   =========   =========
</TABLE>


                                       13

<PAGE>

                                WEIGH-TRONIX, LLC
              Notes to Unaudited Consolidated Financial Statements
                                 (In Thousands)

8.    Segment Information

            The Company is organized for management purposes into three
      reportable business segments: the North American Industrial division, the
      Rest of the World division and the Consumer division. The Company
      evaluates performance and allocates resources based on operating income.
      The reporting segments follow the same accounting policies as
      Weigh-Tronix's consolidated financial statements as described in the
      annual audited consolidated financial statements. Following is a
      tabulation of the business segment information for each of the periods
      presented. The business and operating assets of Salter Housewares, which
      represents the Consumer division, were sold on February 7, 2002.
      Accordingly, this division is classified as a discontinued operation for
      all periods presented.

Quarter ended December 31,

<TABLE>
<CAPTION>
                                North        Rest of
                              American        World                   Corporate    Consolidated
                             Industrial    Industrial     Consumer    and Other        Total
                             ----------    ----------    ----------   ----------   ------------
<S>                          <C>           <C>           <C>          <C>           <C>
2001
External product revenues    $   11,828    $   28,118    $       --   $       --    $   39,946
External service revenues         3,703        24,124            --           --        27,827
                             ----------    ----------    ----------   ----------    ----------
Total external revenues      $   15,531    $   52,242    $       --   $       --    $   67,773
                             ==========    ==========    ==========   ==========    ==========
Intersegment revenues        $    1,256    $       60    $       --   $       --    $    1,316
Gross profit                      4,584        20,126            --           --        24,710
Operating loss                     (294)         (937)           --       (2,205)       (3,436)
Earnings from discontinued
operations, net of tax               --            --           494           --           494

2000
External product revenues    $   12,479    $   27,193    $       --   $       --    $   39,672
External service revenues         3,773        28,379            --           --        32,152
                             ----------    ----------    ----------   ----------    ----------
Total external revenues      $   16,252    $   55,572    $       --   $       --    $   71,824
                             ==========    ==========    ==========   ==========    ==========
Intersegment revenues        $      688    $       16    $       --   $       --    $      704
Gross profit                      5,415        22,131            --           --        27,546
Operating income (loss)             611        (5,056)           --       (1,154)       (5,599)
Earnings from discontinued
operations, net of tax               --            --           249           --           249
</TABLE>


                                       14

<PAGE>

                                WEIGH-TRONIX, LLC
              Notes to Unaudited Consolidated Financial Statements
                                 (In Thousands)

8.    Segment Information (continued)

Nine months ended December 31,

<TABLE>
<CAPTION>
                                North       Rest of
                              American       World                   Corporate       Inter-     Consolidated
                             Industrial   Industrial     Consumer    and Other       segment       Total
                             ----------   ----------    ----------   ----------    ----------    ----------
<S>                          <C>          <C>           <C>          <C>           <C>           <C>
External product revenues    $   38,550   $   84,545    $       --   $       --    $       --    $  123,095
External service revenues        11,316       75,298            --           --            --        86,614
                             ----------   ----------    ----------   ----------    ----------    ----------
Total external revenues      $   49,866   $  159,843    $       --   $       --    $       --    $  209,709
                             ==========   ==========    ==========   ==========    ==========    ==========
Intersegment revenues        $    3,904   $      598    $       --   $       --    $       --    $    4,502
Gross profit                     15,964       65,801            --           --            --        81,765
Operating income (loss)           1,681      (5,666)            --       (4,406)           --       (8,391)
Earnings from discontinued
operations, net of tax               --           --         1,033           --            --         1,033

2000
External product revenues    $   40,545   $   74,505    $       --   $       --    $       --    $  115,050
External service revenues        11,648       64,409            --           --            --        76,057
                             ----------   ----------    ----------   ----------    ----------    ----------
Total external revenues      $   52,193   $  138,914    $       --   $       --    $       --    $  191,107
                             ==========   ==========    ==========   ==========    ==========    ==========
Intersegment revenues        $    1,770   $       52    $       --   $       --    $       --    $    1,822
Gross profit                     17,774       35,987            --           --            --        53,761
Operating income (loss)           3,989     (18,593)            --      (7,853)            --      (22,457)
Earnings from discontinued
operations, net of tax               --           --           767           --            --           767

Balance Sheet
December 31, 2001
Long-lived assets                25,063      123,120            --        1,440            --       149,623
Total assets (1)                 83,612      375,645         7,988      333,948     (507,689)       293,504

March 31, 2001
Long-lived assets                26,717      143,004         7,753        1,265            --       178,739
Total assets (1)                 92,294      440,885         7,753      326,880     (550,888)       316,924

Nine months ended
December 31, 2001
Capital expenditures                885        2,947            --          209            --         4,041

Nine months ended
December 31, 2000
Capital expenditures              1,215        1,406            --           --            --         2,621
</TABLE>

(1)   At March 31, 2001, the total assets of the Corporate and Other segment
      included the assets of the Company's U.K. holding company ("Holding
      Company"). These assets consist mainly of its investment in 100 percent of
      the share capital of Avery Berkel, intercompany loans and intangible
      assets. Beginning in Fiscal 2002 the Holding Company is included in the
      Rest of World Industrial segment and therefore, the March 31, 2001 amounts
      have been restated.


                                       15

<PAGE>

                                WEIGH-TRONIX, LLC
              Notes to Unaudited Consolidated Financial Statements
                                 (In Thousands)

8.    Segment Information (continued)

            Net sales by customer location for the three and nine months ended
      December 31, 2001 and 2000 were as follows:

                                 Quarter ended         Nine months ended
                                  December 31,           December 31,
                                 2001       2000        2001        2000
                               -------------------    --------------------
      Net revenues:
      United States            $12,502    $ 21,049    $ 47,700    $ 58,342
      United Kingdom            26,850      26,437      79,424      67,465
      Other                     28,421      24,338      82,585      65,300
                               -------    --------    --------    --------
                               $67,773    $ 71,824    $209,709    $191,107
                               =======    ========    ========    ========

            Long-lived assets by location as of December 31, 2001 and March 31,
      2001 were as follows:


                                               December 31,       March 31,
                                                   2001             2001
                                               ------------       ---------
      Long-lived assets:
        United States                            $ 26,483         $ 28,693
        United Kingdom                            108,963          134,629
        Other                                      14,177           15,417
                                                 --------         --------
                                                 $149,623         $178,739
                                                 ========         ========

9.    Guarantors of Debt

            The following condensed consolidating financial statements present
      guarantor and non-guarantor financial position, results of operations and
      cash flows of the Company under the Notes. The Notes are fully and
      unconditionally guaranteed, jointly and severally, on an unsecured senior
      subordinated basis by the guarantor subsidiaries.

            Investments in subsidiaries are accounted for using the equity
      method; accordingly, entries necessary to consolidate the Company,
      guarantor subsidiaries and non-guarantor subsidiaries are reflected in the
      eliminations column. The financial statements were prepared using the same
      consolidation policies as presented in Note 1 - Basis of Presentation. The
      provision (benefit) for income taxes for both guarantor and non-guarantor
      subsidiaries has been allocated on the basis of actual income before taxes
      earned or loss before taxes incurred by these subsidiaries. Management
      asserts that separate complete financial statements of the issuer and
      subsidiary guarantors of the Notes would not provide additional material
      information that would be useful in assessing the financial composition of
      the guarantors or the sufficiency of the guarantees.


                                       16

<PAGE>

                                WEIGH-TRONIX, LLC
              Notes to Unaudited Consolidated Financial Statements
                                 (In Thousands)

9.    Guarantors of Debt (continued)

         Unaudited Consolidated Balance Sheets as of December 31, 2001

<TABLE>
<CAPTION>
                                                                                                 Non-
                                                                                 Guarantor    Guarantor
                                                         Parent       Issuer   Subsidiaries Subsidiaries  Eliminations    Total
                                                         ------       ------   ------------ ------------  ------------    -----
<S>                                                   <C>           <C>          <C>          <C>         <C>           <C>
Assets
Current Assets
  Cash and cash equivalents                            $      --    $    (82)    $   5,990    $   2,013    $      --    $   7,921
  Account receivables, net                                    --           --       51,674       25,949     (12,946)       64,677
  Inventories, net                                            --           --       36,872       12,458           --       49,330
  Prepaid expenses and other current assets                   --          110        3,514        5,742           --        9,366
  Deferred income taxes                                       --           --        1,970        2,629           --        4,599
  Net assets of discontinued operations                       --           --        7,988           --           --        7,988
                                                      ----------    ---------    ---------    ---------   ----------    ---------
    Total current assets                                      --           28      108,008       48,791     (12,946)      143,881
Property, plant and equipment, net                            --           --       34,392        3,441           --       37,833
Intangibles, net                                           1,107           --       72,844       19,709           --       93,660
Deferred financing costs, net                                 --           --        9,556           --           --        9,556
Investment in unconsolidated joint ventures                   --           --          688        2,500           --        3,188
Other long-term assets                                        --           --           --        5,386           --        5,386
Investments in subsidiaries                              (6,752)           --      204,384           --    (197,632)           --
Intercompany receivables                                     745      208,528      111,884       38,434    (359,591)           --
                                                      ----------    ---------    ---------    ---------   ----------    ---------
    Total assets                                      $  (4,900)    $ 208,556    $ 541,756    $ 118,261   $(570,169)    $ 293,504
                                                      ==========    =========    =========    =========   ==========    =========

Liabilities, Mandatorily Redeemable Membership
Interests and Members' Equity (Deficit)
Current Liabilities
  Current portion of long-term debt                    $      --    $ 194,775    $   1,708    $      --    $      --    $ 196,483
  Accounts payable                                            --           --       27,518       11,081     (12,946)       25,653
  Accrued expenses                                            --        2,809       23,383        9,714           --       35,906
  Deferred service contract revenue                           --           --       14,386        8,039           --       22,425
                                                      ----------    ---------    ---------    ---------   ----------    ---------

    Total current liabilities                                         197,584       66,995       28,834     (12,946)      280,467
Other long-term obligations                                   --           --        1,428        7,511        (719)        8,220
Deferred income taxes                                         --        2,266       (1,957)       8,390           --        8,699
Intercompany loans                                           995          551      348,609        8,717    (358,872)           --
                                                      ----------    ---------    ---------    ---------   ----------    ---------

    Total liabilities                                        995      200,401      415,075       53,452    (372,537)      297,386
Commitments and contingencies
Minority interest                                             --           --           --        2,013           --        2,013
Mandatorily redeemable membership interests
  Class A membership interests, subject to put
    option, at Cost                                        1,139           --           --           --           --        1,139
  Class C membership interests, subject to put
    option, at fair value                                     --           --           --           --           --           --
  Preferred member interest (at liquidation
    preference), including accrued dividends
    of $1,734                                             10,994           --           --           --           --       10,994
                                                      ----------    ---------    ---------    ---------   ----------    ---------

    Total mandatorily redeemable membership interests     12,133           --           --           --           --       12,133
Members' equity (deficit):
  Share Capital                                               --           --      173,839       76,050    (249,889)           --
  Membership interests                                    54,410        4,225       14,129           --     (18,354)       54,410
  Additional paid-in capital                               5,438           --           --           --           --        5,438
  Subscription note receivable                             (380)           --           --           --           --        (380)
  Unearned compensation                                     (69)           --           --           --           --         (69)
  Retained earnings (accumulated deficit)               (71,303)        3,930     (59,290)      (9,324)       64,684     (71,303)
  Accumulated other comprehensive loss                   (6,124)           --      (1,997)      (3,930)        5,927      (6,124)
                                                      ----------    ---------    ---------    ---------   ----------    ---------

    Members' equity (deficit)                           (18,028)        8,155      126,681       62,796    (197,632)     (18,028)
                                                      ----------    ---------    ---------    ---------   ----------    ---------
    Total mandatorily redeemable membership
      interests and members' equity (deficit)            (5,895)        8,155      126,681       62,796    (197,632)      (5,895)
                                                      ----------    ---------    ---------    ---------   ----------    ---------
    Total liabilities, mandatorily redeemable
      membership interests and members' equity
      (deficit)                                       $  (4,900)    $ 208,556    $ 541,756    $ 118,261   $(570,169)    $ 293,504
                                                      ==========    =========    =========    =========   ==========    =========
</TABLE>


                                       17

<PAGE>

                                WEIGH-TRONIX, LLC
              Notes to Unaudited Consolidated Financial Statements
                                 (In Thousands)

9.    Guarantors of Debt (continued)

              Unaudited Consolidated Statements of Operations for
                      the Quarter Ended December 31, 2001

<TABLE>
<CAPTION>
                                                                                          Non-
                                                                          Guarantor    Guarantor
                                                     Parent     Issuer   Subsidiaries Subsidiaries  Eliminations     Total
                                                     ------     ------   ------------ ------------  ------------     -----
<S>                                                 <C>         <C>       <C>          <C>            <C>          <C>
Revenues:
  Product Sales                                      $    --    $    --    $ 33,238    $ 12,898       $(6,190)      $ 39,946
  Services                                                --         --      20,970       6,857             --        27,827
                                                    --------    -------   ---------    --------       --------     ---------

    Total Revenues                                        --         --      54,208      19,755        (6,190)        67,773

Cost of Revenues
  Cost of products sold                                   --         --      28,027       9,132        (6,190)        30,969
  Cost of services                                        --         --       9,164       2,930             --        12,094
                                                    --------    -------   ---------    --------       --------     ---------

    Total cost of revenues                                --         --      37,191      12,062        (6,190)        43,063

                                                    --------    -------   ---------    --------       --------     ---------
    Gross Profit                                          --         --      17,017       7,693             --        24,710
Operating expenses:
Selling, general and administrative                       45        591      18,207       5,885             --        24,728
Depreciation and amortization                             15         --       2,625         685             --         3,325
Restructuring charge                                      --         --          --          93             --            93
                                                    --------    -------   ---------    --------       --------     ---------

    Operating income (loss)                             (60)      (591)     (3,815)       1,030             --       (3,436)
Interest expense                                          --      4,742       5,631         141        (5,418)         5,096
Interest income                                           --    (4,863)         (4)       (551)          5,418            --
Other (income) expense, net                               --    (2,217)     (3,163)          91             --       (5,289)
Equity in income of unconsolidated joint
  venture                                                 --         --        (26)         (3)             --          (29)
Equity in loss of consolidated subsidiaries            2,653         --          --          --        (2,653)            --
                                                    --------    -------   ---------    --------       --------     ---------

  Income (loss) before provision (benefit) for
    income taxes, minority interest in net income
    of subsidiary and discontinued operations        (2,713)      1,747     (6,253)       1,352          2,653       (3,214)

Provision (benefit) for income taxes                      --        611     (1,148)         345             --         (192)

Minority interest in net income of subsidiary             --         --          --         185             --           185
                                                    --------    -------   ---------    --------       --------     ---------
Income (loss) before discontinued operations
  and dividends on preferred member interest         (2,713)      1,136     (5,105)         822          2,653       (3,207)
Discontinued Operations
    Earnings  from discontinued
      operations, net of tax                              --         --         494          --             --           494
                                                    --------    -------   ---------    --------       --------     ---------
Income (loss) before dividends on
  Preferred member interest                          (2,713)      1,136     (4,611)         822          2,653       (2,713)
Dividends accrued on preferred
  member interest                                        299         --          --          --             --           299
                                                    --------    -------   ---------    --------       --------     ---------
Net income (loss) available (attributable)
  to members                                        $(3,012)    $ 1,136   $ (4,611)    $    822        $ 2,653     $ (3,012)
                                                    ========    =======   =========    ========       ========     =========
</TABLE>


                                       18

<PAGE>

                                WEIGH-TRONIX, LLC
              Notes to Unaudited Consolidated Financial Statements
                                 (In Thousands)

9.    Guarantors of Debt (continued)

               Unaudited Consolidated Statements of Operations for
                    the Nine Months Ended December 31, 2001

<TABLE>
<CAPTION>
                                                                                         Non-
                                                                          Guarantor    Guarantor
                                                    Parent      Issuer   Subsidiaries  Subsidiaries   Eliminations     Total
                                                    ------      ------   ------------  ------------   ------------     -----
<S>                                               <C>          <C>        <C>          <C>            <C>          <C>
Revenues:
  Product Sales                                    $     --    $     --    $ 104,667      $ 36,990     $(18,562)      $ 123,095
  Services                                               --          --       66,489        20,125            --         86,614
                                                  ---------    --------   ----------     ---------      --------     ----------

    Total Revenues                                       --          --      171,156        57,115      (18,562)        209,709

Cost of Revenues
  Cost of products sold                                  --          --       82,311        26,856      (18,562)         90,605
  Cost of services                                       --          --       28,579         8,760            --         37,339
                                                  ---------    --------   ----------     ---------      --------     ----------

    Total cost of revenues                               --          --      110,890        35,616      (18,562)        127,944
                                                  ---------    --------   ----------     ---------      --------     ----------

    Gross Profit                                         --          --       60,266        21,499            --         81,765
Operating expenses:
Selling, general and administrative                     135         779       56,038        17,455            --         74,407
Depreciation and amortization                            45          --        8,297         2,100            --         10,442
Restructuring charge                                     --          --          521         4,786            --          5,307
                                                  ---------    --------   ----------     ---------      --------     ----------

    Operating loss                                     (180)       (779)      (4,590)       (2,842)           --         (8,391)
Interest expense                                         --      14,631       18,499           288      (17,495)         15,923
Interest income                                          --     (14,928)      (1,137)       (1,669)      17,495            (239)
Other (income) expense, net                              --      (2,417)       5,136         2,195            --          4,914
Equity in income of unconsolidated
  joint venture                                          --          --          (26)         (298)           --           (324)
Equity in loss of consolidated subsidiaries          25,005          --           --            --      (25,005)             --
                                                  ---------    --------   ----------     ---------      --------     ----------

  Income (loss) before provision (benefit) for
  income taxes, minority interest in
  loss of subsidiary and discontinued operations   (25,185)       1,935     (27,062)       (3,358)        25,005       (28,665)

Provision (benefit) for income taxes                     --         677      (2,942)          848            --         (1,417)

Minority interest in loss of subsidiary                  --          --           --       (1,030)           --         (1,030)
                                                  ---------    --------   ----------     ---------      --------     ----------
Income (loss) before discontinued operations
  and dividends on preferred member interest       (25,185)       1,258     (24,120)       (3,176)      (25,005)       (26,218)
Discontinued Operations
  Earnings from discontinued
    operations, net of tax                               --          --       1,033            --            --          1,033
                                                  ---------    --------   ----------     ---------      --------     ----------

Income (loss) before dividends on
  preferred member interest                        (25,185)       1,258     (23,087)       (3,176)        25,005       (25,185)
Dividends accrued on preferred
  member interest                                      863           --           --            --            --           863
                                                  ---------    --------   ----------     ---------      --------     ----------
Net income (loss) available (attributable)
  to members                                      $(26,048)    $  1,258   $ (23,087)     $ (3,176)      $ 25,005     $ (26,048)
                                                  =========    ========   ==========     =========      ========     ==========
</TABLE>


                                       19

<PAGE>

                                WEIGH-TRONIX, LLC
              Notes to Unaudited Consolidated Financial Statements
                                 (In Thousands)

9.    Guarantors of Debt (continued)

          Unaudited Condensed Consolidated Statements of Cash Flows for
                    the Nine Months Ended December 31, 2001

<TABLE>
<CAPTION>
                                                                                               Non-
                                                                                Guarantor    Guarantor
                                                        Parent     Issuer     Subsidiaries  Subsidiaries  Eliminations      Total
                                                        ------     ------     ------------  ------------  ------------      -----
<S>                                                     <C>      <C>            <C>           <C>             <C>         <C>
Net cash provided by (used in) operating activities     $    --  $ (3,579)      $(9,993)     $(1,358)         $ 44       $(14,886)
Cash flows from investing activities:
  Expenditures for property and equipment                    --         --       (3,459)        (582)           --         (4,041)
  Proceeds from sales of property and equipment              --         --         2,924          229           --           3,153
  Dividends from unconsolidated joint ventures                                        37          208           --             245
  Proceeds from disposal of businesses                       --         --         5,852           45           --           5,897
  Proceeds from disposal of joint venture                    --         --            --          504           --             504
                                                        -------  ---------      --------      -------         ----        --------

  Net cash used in investing activities                      --         --         5,354          404           --           5,758
Cash flows from financing activities:
Payments  made on term loans related to the
  Senior Credit Agreement                                    --    (2,488)            --           --           --         (2,488)
Proceeds from the revolving credit portion
  of the Senior Credit Agreement                             --     37,858            --           --           --          37,858
Payments made on the revolving credit portion
  of the Senior Credit Agreement                             --   (28,672)            --           --           --        (28,672)
Payments made on capital lease obligations                   --         --            --          (6)           --             (6)
Proceeds (payments) on intercompany loans                    --    (4,009)         5,397      (1,344)         (44)              --
                                                        -------  ---------      --------      -------         ----        --------

  Net cash provided by (used in)
    financing activities                                     --      2,689         5,397      (1,350)         (44)           6,692
Net cash provided by discontinued operations                 --         --           990          --            --             990
Effects of exchange rates on cash and cash equivalents       --        672          (56)        (303)           --             313
                                                        -------  ---------      --------      -------         ----        --------

Net (decrease) increase  in cash and cash equivalents        --      (218)         1,692      (2,607)           --         (1,133)

Cash and cash equivalents, beginning of the period           --        136         4,298        4,620           --           9,054
                                                        -------  ---------      --------      -------         ----        --------

Cash and cash equivalents, end of the period            $    --  $    (82)      $  5,990      $ 2,013         $ --        $  7,921
                                                        =======  =========      ========      =======         ====        ========
</TABLE>


                                       20

<PAGE>

                                WEIGH-TRONIX, LLC
              Notes to Unaudited Consolidated Financial Statements
                                 (In Thousands)

9.    Guarantors of Debt (continued)

                Consolidated Balance Sheets as of March 31, 2001

<TABLE>
<CAPTION>
                                                                                              Non-
                                                                             Guarantor      Guarantor
                                                     Parent      Issuer    Subsidiaries   Subsidiaries   Eliminations     Total
                                                    --------    --------     ---------      ---------     ----------    ---------
<S>                                                 <C>         <C>          <C>            <C>           <C>           <C>
Assets
Current Assets
  Cash and cash equivalents                         $     --    $    136     $   4,298      $   4,620      $      --    $   9,054
  Account receivables, net                               744         673        54,804         24,148       (15,673)       64,696
  Inventories, net                                        --          --        44,982         11,310           (88)       56,204
  Prepaid expenses and other current assets               --          18           674          3,704             --        4,396
  Deferred Income taxes                                   --          --         2,684          1,151             --        3,835
                                                    --------    --------     ---------      ---------     ----------    ---------

    Total current assets                                 744         827       107,442         44,933       (15,761)      138,185
Property, plant and equipment, net                        --          --        38,781          4,146             --       42,927
Intangibles, net                                       1,152          --        83,233         23,864             --      108,249
Net assets of discontinued operations                     --          --         7,753             --             --        7,753
Deferred financing costs, net                             --          --        10,644             --             --       10,644
Investment in unconsolidated joint ventures               --          --           661          3,182             --        3,843
Other long-term assets                                    --          --            64          5,259             --        5,323
Investments in subsidiaries                           18,099          --       204,756             --      (222,855)           --
Intercompany receivables                                  --     200,647         9,579         24,495      (234,721)           --
                                                    --------    --------     ---------      ---------     ----------    ---------
    Total assets                                    $ 19,995    $201,474     $ 462,913      $ 105,879     $(473,337)    $ 316,924
                                                    ========    ========     =========      =========     ==========    =========

Liabilities, Mandatorily Redeemable Membership
Interests and Members' Equity
Current Liabilities
  Current portion of long-term debt                 $     --    $  2,987     $      16      $      28      $      --    $   3,031
  Accounts payable                                        --         538        28,668         11,803       (15,691)       25,318
  Accrued expenses                                        --       5,441        29,497          3,973             --       38,911
  Deferred service contract revenue                       --          --        16,923          3,794             --       20,717
                                                    --------    --------     ---------      ---------     ----------    ---------

    Total current liabilities                             --       8,966        75,104         19,598       (15,691)       87,977
Long-term debt                                            --     184,022         1,715             47             --      185,784
Other long-term obligations                               --          --         2,922          7,376             --       10,298
Deferred income taxes                                     --       1,589         4,088          4,967             --       10,644
Intercompany loans                                       995          --       232,438          1,192      (234,625)           --
                                                    --------    --------     ---------      ---------     ----------    ---------

    Total liabilities                                    995     194,577       316,267         33,180      (250,316)      294,703
Commitments and contingencies
Minority interest                                         --          --            --          3,221             --        3,221
Mandatorily redeemable interests:
  Class A membership interests, subject to put
    Option, at cost                                    1,139          --            --             --             --        1,139
  Class C membership interests, subject to put
    Option, at fair market value                          --          --            --             --             --           --
  Preferred member interest, including accrued
    dividends of $871                                 10,131          --            --             --             --       10,131
                                                    --------    --------     ---------      ---------     ----------    ---------

    Total mandatorily redeemable membership
      Interests                                       11,270          --            --                            --       11,270
Members' equity:
  Share capital                                           --          --       173,839         76,050      (249,889)           --
  Membership interests                                54,410       4,225        14,129            372       (18,726)       54,410
  Additional paid-in capital                           5,438          --            --             --             --        5,438
  Subscription note receivable                         (380)          --            --             --             --        (380)
  Unearned compensation                                (204)          --            --             --             --        (204)
  Retained earnings (accumulated deficit)           (45,255)       2,672      (36,203)        (6,148)         39,679     (45,255)
  Accumulated other comprehensive loss               (6,279)          --       (5,119)          (796)          5,915      (6,279)
                                                    --------    --------     ---------      ---------     ----------    ---------

    Members' equity                                    7,730       6,897       146,646         69,478      (223,021)        7,730
                                                    --------    --------     ---------      ---------     ----------    ---------

    Total mandatorily redeemable membership
      interests and members' equity                   19,000       6,897       146,646         69,478      (223,021)       19,000

    Total liabilities, mandatorily redeemable       --------    --------     ---------      ---------     ----------    ---------
      membership interests and members' equity      $ 19,995    $201,474     $ 462,913      $ 105,879     $(473,337)    $ 316,924
                                                    ========    ========     =========      =========     ==========    =========
</TABLE>


                                       21

<PAGE>

                                WEIGH-TRONIX, LLC
              Notes to Unaudited Consolidated Financial Statements
                                 (In Thousands)

9.    Guarantors of Debt (continued)

               Unaudited Consolidated Statements of Operations for
                      the Quarter Ended December 31, 2000

<TABLE>
<CAPTION>
                                                                                                 Non-
                                                                                Guarantor      Guarantor
                                                       Parent        Issuer   Subsidiaries   Subsidiaries  Eliminations     Total
                                                       ------        ------   ------------   ------------  ------------     -----
<S>                                                  <C>           <C>          <C>            <C>           <C>          <C>
Revenues:
  Products Sales                                      $     --      $    --      $ 34,970      $ 10,586     $ (5,884)      $ 39,672
  Services                                                  --           --        27,199         6,052       (1,099)        32,152
                                                     ---------     --------     ---------      --------      --------     ---------

    Total revenues                                          --           --        62,169        16,638       (6,983)        71,824
Cost of revenues:
  Cost of products sold                                     --           --        28,537         8,723       (5,884)        31,376
  Cost of services                                          --           --        11,061         2,940       (1,099)        12,902
                                                     ---------     --------     ---------      --------      --------     ---------

    Total cost of revenues                                  --           --        39,598        11,663       (6,983)        44,278
                                                     ---------     --------     ---------      --------      --------     ---------

    Gross profit                                            --           --        22,571         4,975            --        27,546
Operating expenses:
  Selling, general and administrative                      269         (75)        23,083         4,998            --        28,275
  Depreciation and amortization                             15           14         3,982           191            --         4,202
  Restructuring charge                                      --           --           668            --            --           668
                                                     ---------     --------     ---------      --------      --------     ---------

    Operating income (loss)                              (284)           61       (5,162)         (214)            --       (5,599)
Interest expense                                            --        1,600         4,902            43         (121)         6,424
Interest income                                            (3)           --          (47)         (103)           121          (32)
Other (income) expense, net                                 --        3,498         1,226         (109)            --         4,615
Equity in income of unconsolidated joint ventures           --           --         (251)            --            --         (251)
Equity in loss of consolidated subsidiaries             13,156           --            --            --      (13,156)            --
                                                     ---------     --------     ---------      --------      --------     ---------

  Income (loss) before provision (benefit)
   for income taxes, minority interest in
   income (loss) of subsidiary and discontinued
   operations                                          (13,437)      (5,037)      (10,992)          (45)        13,156      (16,355)

Provision (benefit) for income taxes                        --      (1,541)       (1,002)         (226)            --        (2,769)
Minority interest in income (loss) of subsidiary            --           --           102           (2)            --           100
                                                     ---------     --------     ---------      --------      --------     ---------

  Income (loss) before discontinued operations
    and dividends on preferred member interest        (13,437)      (3,496)      (10,092)           183        13,156      (13,686)
Discontinued operations

Earnings from discontinued operations, net
  of income tax benefit                                     --           --           249            --            --           249
                                                     ---------     --------     ---------      --------      --------     ---------
Income (loss) before dividends on preferred
  member interest                                     (13,437)      (3,496)       (9,843)           183        13,156      (13,437)
Dividends accrued on preferred
  member interest                                          266           --            --            --            --           266
                                                     ---------     --------     ---------      --------      --------     ---------

    Net income (loss) available
      (attributable)to members                       $(13,703)     $(3,496)     $ (9,843)      $    183      $ 13,156     $(13,703)
                                                     =========     ========     =========      ========      ========     =========
</TABLE>


                                       22

<PAGE>

                                WEIGH-TRONIX, LLC
              Notes to Unaudited Consolidated Financial Statements
                                 (In Thousands)

9.    Guarantors of Debt (continued)

               Unaudited Consolidated Statements of Operations for
                    the Nine Months Ended December 31, 2000

<TABLE>
<CAPTION>
                                                                                                  Non-
                                                                               Guarantor     Guarantor
                                                      Parent        Issuer    Subsidiaries  Subsidiaries   Eliminations     Total
                                                      ------        ------    ------------  ------------   ------------     -----
<S>                                                 <C>           <C>          <C>            <C>            <C>          <C>
Revenues:
 Products Sales                                      $     --      $    --      $ 102,857      $ 25,967     $(13,774)      $ 115,050
 Services                                                  --           --         62,423        15,781       (2,147)         76,057
                                                    ---------     --------     ----------     ---------      --------     ----------


    Total revenues                                         --           --        165,280        41,748      (15,921)        191,107
Cost of revenues:
  Cost of products sold                                    --           --         84,812        22,736      (13,774)         93,774
  Cost of services                                         --           --         35,888         9,831       (2,147)         43,572
                                                    ---------     --------     ----------     ---------      --------     ----------

    Total cost of revenues                                 --           --        120,700        32,567      (15,921)        137,346
                                                    ---------     --------     ----------     ---------      --------     ----------

    Gross profit                                           --           --         44,580         9,181            --         53,761
Operating expenses:
  Selling, general and administrative                   2,029         (75)         49,944        12,609            --         64,507
  Depreciation and amortization                            33           35          8,550           486            --          9,104
  Restructuring charge                                     --           --          2,607            --            --          2,607
                                                    ---------     --------     ----------     ---------      --------     ----------

    Operating income (loss)                           (2,062)           40       (16,521)       (3,914)            --       (22,457)
Interest expense                                           41        1,899         12,679           201         (284)         14,536
Interest income                                           (3)           --          (146)         (369)           284          (234)
Other (income) expense, net                                --      (1,468)          1,415             9            --           (44)
Equity in (income) of unconsolidated
  joint ventures                                           --           --          (282)            --            --          (282)
Equity in loss of consolidated subsidiaries            31,069           --             --            --      (31,069)             --
                                                    ---------     --------     ----------     ---------      --------     ----------

   Income (loss) before provision
     (benefit) for income taxes,  minority
     interest in income of subsidiary and
     discontinued operations                         (33,169)        (391)       (30,187)       (3,755)        31,069       (36,433)

Provision (benefit) for income taxes                       --           27        (4,445)           221            --        (4,197)
Minority interest in income of subsidiary                  --           --            102                          --            102
                                                    ---------     --------     ----------     ---------      --------     ----------

    Income (loss) before extraordinary loss,
      dividends on preferred member interest
      and discontinued operations                    (33,169)        (418)       (25,844)       (3,976)        31,069       (32,338)
    Discontinued operations
Earnings from discontinued operations, net of
  income tax benefit                                       --           --            767            --            --            767
Extraordinary loss, net of income tax
  benefit of $66                                        (951)      (1,044)          (544)          (10)            --        (2,549)
                                                    ---------     --------     ----------     ---------      --------     ----------

    Income (loss) before dividends on
      preferred member interest                      (34,120)      (1,462)       (25,621)       (3,986)        31,069       (34,120)

Dividends accrued on preferred
  member interest                                         596           --             --            --            --            596
                                                    ---------     --------     ----------     ---------      --------     ----------
    Net income (loss) available
      (attributable) to members                     $(34,716)     $(1,462)     $ (25,621)     $ (3,986)      $ 31,069     $ (34,716)
                                                    =========     ========     ==========     =========      ========     ==========
</TABLE>


                                       23

<PAGE>

                                WEIGH-TRONIX, LLC
              Notes to Unaudited Consolidated Financial Statements
                                 (In Thousands)

9.    Guarantors of Debt (continued)

          Unaudited Consolidated Condensed Statements of Cash Flows for
                    the Nine Months Ended December 31, 2000

<TABLE>
<CAPTION>
                                                                                               Non-
                                                                              Guarantor     Guarantor
                                                  Parent        Issuer      Subsidiaries  Subsidiaries  Eliminations      Total
                                                  ------        ------      ------------  ------------  ------------      -----
<S>                                             <C>           <C>             <C>           <C>           <C>          <C>
Net cash used in operating activities           $   (290)     $ (16,635)      $     886     $(1,630)      $     --     $ (17,669)

Cash flows from investing activities:
  Expenditures for property
    and equipment                                      --             --        (2,180)        (441)            --        (2,621)
  Proceeds from sales of property
    and equipment                                      --             --            256          109            --            365
  Acquisition of businesses, net
    of cash acquired                                   --             --      (163,783)           --            --      (163,783)
  Dividends from unconsolidated
    joint ventures                                     --             --             --           --            --             --
                                                ---------     ----------      ---------     --------      --------     ----------
  Net cash used in investing activities                --             --      (165,707)        (332)            --      (166,039)

Cash flows from financing activities:
Payments made on former senior debt                    --       (38,747)        (1,740)           --            --       (40,487)
Payments made on former senior
  subordinated notes                                            (16,044)             --           --            --       (16,044)
Proceeds from term loans related to the
  Senior Credit Agreement                              --         68,260          1,740           --            --         70,000
Payments made on the Senior Credit Agreement           --        (2,900)                          --            --        (2,900)
Proceeds from the revolving credit portion
  of the Senior Credit Agreement                       --         45,530             --           --            --         45,530
Proceeds from the Senior Subordinated Notes,
  due June 1, 2010                                                95,891             --           --            --         95,891
Proceeds from membership interests                 39,536             --             --           --            --         39,536
Proceeds from preferred member interest             9,260             --             --           --            --          9,260
Payments made on capital lease obligations             --             --             --         (25)            --           (25)
Deferred financing costs                               --             --       (11,598)           --            --       (11,598)
Proceeds (payments) on intercompany loans        (48,506)      (134,565)        176,768        6,303            --             --
                                                ---------     ----------      ---------     --------      --------     ----------


  Net cash provided by financing activities           290         17,425        165,170        6,278            --        189,163

  Net cash used in discontinued operations             --             --          (515)           --            --          (515)
  Effect of exchange rates on cash and cash
    equivalents                                        --             --             10        (565)            31          (524)
                                                ---------     ----------      ---------     --------      --------     ----------

  Net increase in cash and cash equivalents            --            790          (156)        3,751            31          4,416

  Cash and cash equivalents, beginning of
    the period                                         --            527          3,509          140          (31)          4,145
                                                ---------     ----------      ---------     --------      --------     ----------

  Cash and cash equivalents, end of period       $     --      $   1,317      $   3,353      $ 3,891      $     --      $   8,561
                                                =========     ==========      =========     ========      ========     ==========
</TABLE>


                                       24

<PAGE>

                                WEIGH-TRONIX, LLC
              Notes to Unaudited Consolidated Financial Statements
                                 (In Thousands)

10.   Subsequent Events

On January 29, 2002, the preferred member interest and a warrant to acquire
common member interests acquired by Marconi, Inc. were surrendered to the
Company for no consideration in connection with Avery Berkel's execution and
delivery of market term supply agreements with affiliates of Marconi Corporation
plc.

On February 7, 2002, in an effort to focus on core businesses, the Company sold
the net operating assets of Salter Housewares Limited ("Housewares") to Barclays
Private Equity for approximately $16,920, subject to certain post-closing
purchase price adjustments to be determined based on the level of Housewares'
completion net operating assets. A preliminary pre-tax gain on sale of
approximately $3,705, which includes the write-off of goodwill and other
intangible assets totalling $2,230, resulted from the transaction and will be
recorded in the Quarter ended March 31, 2002. Any differences between the
estimated net operating assets and the final net operating assets will change
the gain accordingly. The Company anticipates that available net operating
losses in the U.K. will be sufficient to offset the tax liability resulting from
the gain. The proceeds, net of transactions costs of approximately $2,539 and
approximately $282 held in escrow to cover differences in net operating assets,
were used to repay $14.1 million of the indebtedness outstanding under the
Senior Credit Agreement.

The operating results of Housewares, which comprise the entire Consumer segment
of the business (See Note 8), have been reported separately in these quarterly
financial statements as a discontinued operation for all periods presented.
Operating results and assets and liabilities of the discontinued operations are
summarized below. Since the measurement date and the sale date are the same, the
results for fiscal year 2002 reflect activity through December 31, 2001.

                                         Quarter Ended        Nine Months Ended
                                          December 31,          December 31,
                                       -----------------     -------------------
                                        2001       2000       2001        2000
                                       ------     ------     -------     -------

           Revenues                    $8,539     $6,984     $22,527     $17,931
           Operating income            $  733     $  701     $ 1,737     $ 1,652
           Provision for income taxes  $  255     $  110     $   443     $   374
           Earnings from
              discontinued operations  $  494     $  249     $ 1,033     $   767

                                            December 31,
                                                2001        March 31,
                                            (unaudited)       2001
                                            ------------    ---------

              Accounts receivable, net        $ 5,562        $ 4,732
              Inventories, net                  5,053          4,529
              Prepaid expenses                    657            421
              Deferred tax asset                   71             70
                                              -------        -------
                Current assets of
                  discontinued operations      11,343          9,752
              Net property, plant and
                Equipment                         667            677
              Net goodwill                      2,126          2,123
              Net intangibles                     104            131
                                              -------        -------
                Non-current assets of
                  discontinued operations       2,897          2,931
                                              =======        =======


                                       25

<PAGE>

                                WEIGH-TRONIX, LLC
              Notes to Unaudited Consolidated Financial Statements
                                 (In Thousands)

                Total assets of
                  discontinued operations     $14,240        $12,683
                                              =======        =======

              Accounts payable                  3,337          2,776
              Accrued liabilities               2,484          2,104
              Other current liabilities            33             --
              Deferred tax liability              398             50
                                              -------        -------
                Total liabilities of
                  discontinued operations       6,252          4,930
                                              -------        -------
              Net assets of discontinued
                operations                    $ 7,988        $ 7,753
                                              -------        -------

11.   Recently Issued Accounting Standards

      In July 2001, the Financial Accounting Standards Board (the "FASB") issued
Statements of Financial Accounting Standards No. 141 (FAS 141), " Business
Combinations" and No. 142 (FAS 142), "Goodwill and Other Intangible Assets." FAS
141 requires that the purchase method of accounting be used for all business
combinations initiated after June 30, 2001, establishes specific criteria for
the recognition of intangible assets separately from goodwill and requires that
unallocated negative goodwill be written off immediately as an extraordinary
gain instead of being deferred and amortized. The provisions of FAS 141 are
effective for the Company's business acquisitions that are consummated after
July 1, 2001. FAS 142 supercedes Accounting Principles Board Opinion No. 17,
"Intangible Assets," and addresses the accounting for goodwill and intangible
assets subsequent to their acquisition. Under FAS 142, goodwill and indefinite
lived intangible assets will no longer be amortized but will be tested for
impairment at least annually at the reporting unit level. In addition, the
amortization period of intangible assets with finite lives will no longer be
limited to forty years. The general provisions of FAS 142 will be effective for
the Company as of April 1, 2002. However, certain provisions will be effective
for all business acquisitions consummated after June 30, 2001. The Company is
currently in the process of assessing the potential impact of these new
standards on its financial statements.

      In October 2001, the FASB issued Financial Accounting Standards No. 144
(FAS 144), "Accounting for the Impairment or Disposal of Long-Lived Assets." FAS
144 supercedes FASB Statement No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to Be Disposed Of." FAS 144 applies
to all long-lived assets (including discontinued operations) and consequently
amends Accounting Principles Board Opinion No. 30, "Reporting Results of
Operations - Reporting the Effects of Disposal of a Segment of a Business." FAS
144 is effective for financial statements issued for fiscal years beginning
after December 15, 2001, and will thus be adopted by the Company, as required,
on April 1, 2002. Management is currently determining what effect, if any, FAS
144 will have on its financial position and results of operations.


                                       26

<PAGE>

Item 2. Management's Discussion and Analysis of Financial Condition and Results
        of Operations for the Three and Nine Months Ended December 31, 2001

Information Regarding Forward-Looking Statements

      This report on Form 10-Q includes forward-looking statements, including,
in particular, statements about the Company's plans, strategies and prospects,
which are in some cases identified by terminology such as "may," "will,"
"should," "expect," "plan," "anticipate," "intend," "believe," or "estimate."
These forward-looking statements are based upon the Company's current
expectations and projections about future events. These forward-looking
statements are subject to risks, uncertainties and assumptions that relate to,
among other things:


      o     the Company's anticipated growth strategies;
      o     the Company's expected internal growth;
      o     the Company's intention to introduce new products;
      o     technological advances;
      o     currency fluctuations;
      o     anticipated industry trends and conditions, including regulatory
            reform;
      o     the Company's expected future capital needs;
      o     the Company successfully concluding its current negotiations with
            its lenders regarding its Credit Agreement;
      o     The Company's ability to realize the full value of its acquired
            goodwill and intangible assets;
      o     the Company's ability to compete in the future; and
      o     economic conditions, particularly in North America and the United
            Kingdom.

      The Company undertakes no obligation to update publicly or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise. In light of these risks, uncertainties and assumptions, the
forward-looking events discussed in this report may not occur. Although the
Company believes that plans, intentions and expectations reflected in or
suggested by these forward-looking statements are reasonable, it can give no
assurance that they will be achieved.

General

      The following discussion and analysis of our financial condition and
results of operations should be read in conjunction with the Unaudited Interim
Consolidated Financial Statements included herein and the Company's Annual
Report on Form 10-K for the year ended March 31, 2001 that contains the most
recent audited consolidated financial statements and management's discussion and
analysis of financial condition and results of operations for the year then
ended.

      Our interim consolidated financial statements have been prepared in
accordance with accounting principles generally accepted in the United States of
America. Operating results for the nine months ended December 31, 2001 are not
necessarily indicative of the results to be expected for the fiscal year ending
March 31, 2002.


                                       27

<PAGE>

Recent Developments

      Business Dispositions

      On July 31, 2001, the operations and certain assets of Berkel Inc.
("Berkel North America Slicer business" or "Berkel"), an indirect, wholly-owned
subsidiary of the Company, were sold for total consideration of $8.4 million. A
preliminary pre-tax loss of approximately $5.8 million was recorded in the three
months ended September 30, 2001, including a non-cash charge, recorded in the
quarter ended September 30, 2001 of approximately $7.4 million for the write-off
of goodwill and other intangibles related to Berkel. During the quarter ended
December 31, 2001, the amount of net operating assets sold as well as fees and
expenses related to the sale were finalized. Consequently, the loss on sale was
reduced to approximately $4.3 million, the income of $1.5 million being recorded
in other income for the three months ended December 31, 2001.

      Of the $8.4 million consideration for Berkel, $1.5 million of contingent
consideration was placed in escrow on completion. During the three months ended
December 31, 2001, Berkel's completion balance sheet was finalized and $1.0
million of the escrow was settled, with the remaining $0.5 million in escrow to
be settled in accordance with criteria defined in the purchase and sale
agreement. Fees of approximately $1.1 million were incurred in connection with
the transaction. Of the net cash proceeds received of $5.9 million, $5.1 million
was applied against the outstanding balance under the Company's Amended and
Restated Credit Agreement (the "Credit Agreement") in accordance with the terms
thereof.

      On September 24, 2001 the Company sold its Spanish distribution subsidiary
and a loss of approximately $1.5 million relating to the sale, subject to the
preparation of the final completion balance sheet, was recorded in the Company's
financial statements for the quarter and six months ended September 30, 2001.
Upon finalization of the completion balance sheet of the Spanish subsidiary
during the quarter ended December 31, 2001, it was determined that there was no
loss on the sale. Accordingly, the loss of $1.5 million recorded in the
Company's financial statements for the quarter and six months ended September
30, 2001 has been reversed in other income for the quarter and nine months ended
December 31, 2001. In connection with this sale, the Company recorded a non-cash
charge of approximately $0.1 million related to the write-off of purchase
accounting goodwill and other intangibles connected with that operation.

      On December 7, 2001, the Company sold its Australian subsidiary, Salter
Australia Pty Limited ("Salter Australia"), for a nominal sum. A loss of $0.4
million was recorded on the sale.

      During the quarter ended December 31, 2001, the Company sold its
investment in its Norwegian joint venture company, for zero cash proceeds and
the assumption of liabilities of approximately $0.3 million. A loss of $0.4
million was recorded on the sale.

      On February 7, 2002 the Company sold the business and assets of its
consumer segment, Salter Housewares, to Barclays Private Equity. Total
consideration was approximately $16.9 million. The net proceeds of $14.1
million, after fees and expenses of $2.5 million and an escrow of $0.3 million,
were applied to bank debt in accordance with the Company's Senior Credit
Agreement. The sale resulted in a gain of approximately $3.7 million, based on
the estimated completion working capital and net of writing off goodwill and
other intangible assets attributable to Salter Housewares of $2.2 million. The
gain will be recognized in the quarter ending March 31, 2002. Any changes to
these estimates and the actual settlement amount may change the gain on sale. It
is anticipated that the taxable gain arising from the sale of assets will be
fully offset by current and prior year tax losses in the Company's UK
subsidiaries. The Company's financial statements have been restated to reflect
the Consumer division as a discontinued operation for all periods presented.
Operating results of the Consumer Segment are summarized in the notes to the
financial statements.


                                       28

<PAGE>

      Credit facility

     On November 19, 2001, the Company's bank group granted the Company a
waiver, as of and for the period ended September 30, 2001, of the leverage ratio
financial covenant contained in the Credit Agreement that was adversely impacted
by the sale of Berkel Inc. and amended the equivalent ratios at December 31,
2001 and March 31, 2002 that were also projected to be impacted by the sale of
Berkel Inc. (the "Fourth Amendment and Waiver"). The Fourth Amendment and Waiver
included provisions relating to the Company's financial reporting and a
commitment by the Company to deliver a business plan including a cash-flow
forecast to its lenders on or before January 11, 2002. Additionally under the
Fourth Amendment and Waiver there will be an increase of 0.75% on the Applicable
Margin on the Company's indebtedness under the Senior Credit Agreement effective
April 1, 2002. On January 11, 2002, the Company and its lenders executed a
limited waiver to the Fourth Amendment and Waiver extending the submission date
for the Company's business plan to January 16, 2002.

     The Fourth Amendment and Waiver also established February 7, 2002 (the
"Reset Amendment Date") as the date by which the Company was required to reach
an agreement with its lenders in writing regarding amendments to the Credit
Agreement (the "Reset Amendment"), including adjusted levels for the Company's
financial covenants, based on the Company's new business plan submitted on
January 16, 2002.

     On December 4, 2001 the Company and its lenders executed a fifth amendment
to the Credit Agreement (the "Fifth Amendment"). The Fifth Amendment amended the
provision in the Credit Agreement relating to the Company's ability to sell
assets so as to permit the sale of Salter Australia Pty Limited.

     On January 18, 2002, the Company and its lenders executed a Sixth Amendment
to the Credit Agreement (the "Sixth Amendment"). The Sixth Amendment further
amended the provision in the Credit Agreement relating to the Company's ability
to sell assets so as to more accurately describe the previously permitted sale
of the business and assets of Salter Housewares Limited and the incurrence by
the Company of an indemnification guarantee respecting such sale.

     On February 7, 2002 the Company and its lenders executed a second limited
waiver to the Fourth Amendment and Waiver extending the February 7, 2002 Reset
Amendment Date to February 13, 2002. On February 13, 2002 the Company and its
lenders executed a Seventh Amendment and Waiver to the Credit Agreement. The
Seventh Amendment and Waiver extends the Reset Amendment Date to March 22, 2002
to allow the Company to assess its financial strategy and provide its lenders
with a report on the Company's debt status and a cash budget through April 30,
2002. It waives any default or event of default under the financial covenants in
the Credit Agreement from February 8, 2002 through and until March 22, 2002. The
Seventh Amendment and Waiver includes restrictions on the Company's ability to
draw down on its revolving credit facility to a maximum of $2.5 million during
the waiver period, subject to an existing borrowing base formula and total
facility provisions. The Seventh Amendment and Waiver requires Berkshire
Partners to increase its guarantee to support 25% of any Credit Agreement
funding of the Company's revolving credit facility during the waiver period. The
Company's lenders reserve the right to draw the Berkshire Partners guarantee on
March 22, 2002 or upon an earlier Event of Default. The lenders may advance
amounts in excess of $2.5 million or the amount otherwise available under the
Borrowing base formula if Berkshire Partners agrees to guarantee the amount in
excess. While there can be no assurance, the Company believes that funds
available under the Seventh Amendment and Waiver will be sufficient to fund the
Company's working capital requirements through March 22, 2002.

     The Company has engaged financial consultants to assist in its cash flow
analysis and to assess its strategic options and it intends to negotiate a Reset
Amendment with its senior lenders that will set financial covenants that are
attainable by the Company given its business plan and projected future financial
performance. There can be no assurance that a Reset Amendment acceptable to the
Company will be negotiated. The Company's ability to continue as a going concern
is dependent upon its ability to reach an agreement on an appropriate Reset
Amendment and to comply with the terms thereof.

     A breach of any of the terms and conditions of the Seventh Amendment and
Waiver, or subsequent breaches of the financial covenants under the Credit
Agreement would result in an Event of Default, and could result in acceleration
of the Company's indebtedness, both Senior Credit and Subordinated Notes, all of
which debt could become immediately due and payable. Based upon the current
business plan and cash flow forecast, the Company will not be able to comply
with the financial covenants in the Amended and Restated Credit Agreement unless
they are modified. Also, the failure to consummate a Reset Amendment adjusting
covenants under the Credit Agreement by March 22, 2002 will itself constitute a
breach under the Credit Agreement which could lead to acceleration of the
Company's debt. If there is no modification of the financial covenants and the
debt is accelerated, the Company would not be able to repay the debt or borrow
sufficient funds to refinance it. Since the Seventh Amendment and Waiver waives
financial covenant defaults only through March 22, 2002, the total indebtedness
under the Credit Agreement and under the Subordinated Notes has been classified
as a current liability in the consolidated balance sheet at December 31, 2001.

     Given the Company's continuing negotiations with its lenders, there is
uncertainty concerning the Company's ability to recover the value of its
long-lived assets, primarily goodwill and intangible assets. Given this
uncertainty, the Company is evaluating the carrying value of its long-lived
assets in accordance with FAS 121, "Acccounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to Be Disposed Of". If, following this review,
the Company determines the value of its long-lived assets to be impaired, these
assets will be written off in part or in full. Consequently, an impairment
charge may be deemed necessary and if determined as such will be recorded when
the evaluation is complete in the quarter ending March 31, 2002.

                                       29

<PAGE>

Results of Operations

      The following discussion compares the results of operations for the three
and nine months ended December 31, 2001 with the three and nine months ended
December 31, 2000.

      Weigh-Tronix, LLC is organized for management purposes into three
reportable segments: the North American Industrial division, the Rest of World
Industrial division and the Consumer division.

      The North American Industrial division manufactures and markets
industrial, agricultural and postal weighing systems as well as force
measurement products throughout the U.S. and Canada. The industrial products
manufactured by the division are primarily electronics-based in nature and sales
are made indirectly through a series of distributors who maintain their own
service centers.

      The Rest of World Industrial division manufactures and distributes
electronic and railweight scales primarily in the U.K. In addition, the division
also sells mechanical scales primarily to countries in emerging markets. In the
U.K., sales are mainly through a dedicated sales force while sales in other
countries are through both direct sales forces in subsidiary companies, and
through distributors. The division also has a large service revenue base in the
U.K. Outside of the U.K. this division has substantive operations in India,
South Africa and continental Europe.

The Consumer division, comprising Salter Housewares, distributes residential
scales and other home products to the consumer sector primarily in the U.K. and
the U.S. The Company believes that the division has the leading market share
position in the U.K. As discussed previously, the business and assets of Salter
Housewares were sold on February 7, 2002, and as such, the Consumer Division
represents a discontinued operation. The Company's financial statements have
been restated to reflect the Consumer division as a discontinued operation for
all periods presented.


                                       30

<PAGE>

      The following table details the Company's sales and earnings before
interest, taxes, depreciation and amortization, before extraordinary items and
certain non-recurring and one-time charges ("Adjusted EBITDA") in the three and
nine months ended December 31, 2001 and 2000.

We have included presentations of EBITDA as defined above. Management believes
that the inclusion of supplemental adjustments to the unaudited consolidated
statements of operations that are applied in presenting Adjusted EBITDA are
appropriate to aid with the interpretation of the Company's results of ongoing
operations.

<TABLE>
<CAPTION>
                                                               Quarter ended               Nine months ended
                                                                December 31,                 December 31,
                                                           -----------------------     -------------------------
                                                             2001          2000          2001           2000
                                                           ---------     ---------     ----------     ----------
                                                                (In thousands)              (In thousands)
<S>                                                        <C>           <C>           <C>            <C>
Net Sales                                                   $ 67,773      $ 71,824      $ 209,709      $ 191,107
                                                           =========     =========     ==========     ==========

Net loss attributable to members                            $ (3,012)     $(13,703)     $ (26,048)     $ (34,716)

Add back interest and taxes:
  Interest expense                                             5,096         6,424         15,923         14,536
  Interest income                                                 --           (32)          (239)          (234)
  Dividends accrued on preferred interest                        299           266            863            596
  Benefit for income taxes                                      (192)       (2,769)        (1,417)        (4,197)
  Minority interest in income (loss) of subsidiary               185           100         (1,030)           102
  Other (income) expense                                      (5,289)        4,615          4,914            (44)
  Depreciation and amortization                                3,706         4,835         11,627         10,729
  Amortization of inventory step-up                               --           765             --         16,278
  Earnings from discontinued operations, net of income
    tax provision                                               (494)         (249)        (1,033)          (767)
                                                           ---------     ---------     ----------     ----------
EBITDA, from continuing operations as defined (1)                299           252          3,560          2,283
Add back non-recurring or one-time charges:
  Nonrecurring charges included in SG&A, as defined (2)        3,530         3,762          9,172          8,216
  Restructuring charge                                            93           668          5,307          2,607
  Discontinued operations, net of income tax benefit            (124)           --           (592)          (133)
  Extraordinary loss, net of income tax benefit                   --            --             --          2,549
                                                           ---------     ---------     ----------     ----------
                                                               3,499         4,430         13,887         13,239
                                                           ---------     ---------     ----------     ----------
Adjusted EBITDA, as defined (3)                             $  3,798      $  4,682      $  17,447      $  15,522
                                                           =========     =========     ==========     ==========
</TABLE>


                                       31

<PAGE>

(1)   EBITDA from continuing operations defined as income (loss) before income
      taxes, extraordinary loss, interest expense, interest income and
      depreciation and amortization. EBITDA should not be considered in
      isolation or as an alternative to, or more meaningful than amounts
      determined in accordance with generally accepted accounting principles
      including: a) operating income as an indicator of operating performance or
      (b) cash flows from operations, financing or investing activities as a
      measure of liquidity. EBITDA is presented as additional information
      because management believes it is a useful financial indicator of a
      company's ability to service and or incur indebtedness. Because EBITDA is
      not calculated identically by all companies, the presentation herein may
      not be comparable to similarly titled measures of other companies.

(2)   Non-recurring charges included in SG&A in the three months ended December
      31, 2001 include: (a) $1.3 million relating to the Company's continuing
      restructuring of its U.K. and European operations; (b) $0.4 million
      relating to legal and professional fees and other non-recurring charges;
      (c) $0.6 million related to the bank waiver and amendment and (d) $1.2
      million related to the write-down of slow moving inventory in the U.K.

(3)   Adjusted EBITDA equals EBITDA as defined in (1) in above adjusted for
      income and expense items which management believes are either
      non-recurring, non-cash or both. Adjusted EBITDA should not be considered
      in isolation or as an alternative to, or more meaningful than amounts

      determined in accordance with generally accepted accounting principles
      including: (a)operating income as an indicator of operating performance
      or (b) cash flows from operations, financing or investing activities
      as a measure of liquidity. Adjusted EBITDA is presented as additional
      information because management believes it is a useful financial indicator
      of a company's ability to service and or incur indebtedness. Because
      adjusted EBITDA is not calculated identically by all companies, the
      presentation herein may not be comparable to similarly titled measures of
      other companies.

      The following table presents the statement of operations line items
through operating income as a percentage of revenues for the periods indicated
on the basis presented in the unaudited financial statements attached hereto.

<TABLE>
<CAPTION>
                                           Quarter Ended         Nine months ended
                                           December 31,            December 31,
                                        ------------------      ------------------
                                         2001        2000        2001        2000
                                        ------      ------      ------      ------
<S>                                     <C>         <C>         <C>         <C>
Income Statement Data:
Revenues ..........................     100.0%      100.0%      100.0%      100.0%
Cost of revenues ..................      63.5        61.6        61.0        71.9
                                        ------      ------      ------      ------
  Gross profit ....................      36.5        38.4        39.0        28.1
Operating expenses:
Selling, general and administrative      36.5        39.4        35.5        33.7
Depreciation and amortization .....       4.9         5.9         5.0         4.8
Restructuring charge ..............        --         0.9         2.5         1.4
                                        ------      ------      ------      ------
  Operating loss ..................      (4.9)%      (7.8)%      (4.0)%     (11.8)%
                                        ======      ======      ======      ======

Supplemental: (1)
Cost of revenues ..................      63.5%       60.6%       61.0%       63.3%
                                        ------      ------      ------      ------
  Gross profit ....................      36.5        39.4        39.0        36.7
Operating expenses:
Selling, general and administrative      36.5        39.4        35.5        33.7
Depreciation and amortization .....       4.9         5.9         5.0         4.8
Restructuring charge ..............        --         0.9         2.5         1.4
                                        ------      ------       ------      ------
  Operating loss ..................      (4.9)%      (6.8)%      (4.0)%      (3.2)%
                                        ======      ======       ======      ======
</TABLE>

(1)   Gross profit for the quarter and nine months ended December 31, 2000
      reflects higher cost of sales due to the amortization charge of $.8
      million and $16.3 million, respectively, relating to the $16.3 million
      inventory fair value adjustment recorded in connection with the
      acquisition of Avery Berkel on June 13, 2000 (the "inventory fair value
      adjustment"). The amortization charge represents the portion of the
      inventory fair value adjustment relating to the Avery Berkel inventory
      that was sold subsequent to June 13, 2000 but before December 31, 2000.
      The supplemental presentation of cost of revenue excludes the impact of
      the inventory fair value adjustment amortization.


                                       32

<PAGE>

Three months ended December 31, 2001 compared with the three months ended
December 31, 2000

Revenues

      Revenues from continuing operations decreased by $4.0 million, or 5.6%,
from $71.8 million for the three months ended December 31, 2000 to $67.8 million
for the three months ended December 31, 2001. The decrease comprised: (1) a
decrease in the sales of the Rest of World Industrial division of $3.4 million
or 6.1%, from $55.6 million for the three months ended December 31, 2000 to
$52.2 million for the three months ended December 31, 2001, largely due to the
impact of the disposals of the Berkel North America Slicer business, Salter
Australia, Berkel Germany and Berkel Spain (the "Disposed Businesses"); and (2)
a decrease in sales in the North American Industrial division of $0.8 million or
4.9%, from $16.3 million for the three months ended December 31, 2000 to $15.5
million for the three months ended December 31, 2001. Sales of discontinued
operations, comprising the Consumer division, increased $1.5 million, or 21.4%,
from $7.0 million for the three months ended December 31, 2000, to $8.5 million
increasing from $7.0 million for the three months ended December 31, 2001.

      The decrease in revenues in the Rest of World Industrial division was
primarily attributable to: (1) an increase in local currency sales of $5.6
million resulting from increased revenues for UK and continental European retail
scales; stronger industrial sales than the prior year; and higher direct export
sales from the UK. These increases were offset by: (1) the impact of the sales
of the Disposed Businesses of approximately $8.2 million; and (2) unfavorable
foreign exchange rate movements. Unfavorable movements in the U.S. Dollar to
U.K. Sterling foreign exchange rates between the quarters ended December 31,
2000 and 2001 impacted the Dollar reported sales of the Rest of the World
Industrial division by approximately $0.8 million for the quarter ended December
31, 2001.

      The decrease in revenues in the North American Industrial division was
largely attributable to: (1) decreased sales of heavy industrial scales over the
prior year, due to the economic environment in North America; and (2) decreased
sales of postal scales due largely to post September 11, 2001 impact on postal
revenues, and also in part, to the disruption caused by the restructuring of our
Santa Rosa operations.

Gross profit

      Gross profit from continuing operations decreased $2.8 million, or 10.2%,
from $27.5 million in the three months ended December 31, 2000 to $24.7 million
in the three months ended December 31, 2001. The decrease was attributable to:
(1) a decrease in gross profit in North America of $0.8 million or 14.8% from
$5.4 million in the three months ended December 31, 2000 to $4.6 million in the
three months ended December 31, 2001; (2) a decrease in gross profit in the Rest
of World division of $2.0 million from $22.1 million in the three months ended
December 31, 2000 to $20.1 million in the three months ended December 31, 2001.
On a pro forma basis, after giving effect to the disposal of the Disposed
Businesses as if they had occurred on October 1, 2000, gross profit would have
decreased $0.6 million or 2.4% from $25.3 million in the three months ended
December 31, 2000 to $24.7 million in the three months ended December 31, 2001.
As a percentage of revenues, gross profit from continuing operations was 36.5%
in the three months ended December 31, 2001 compared to 38.3% in the three
months ended December 31, 2000.


                                       33

<PAGE>

      Gross profit in the Rest of World Industrial division decreased $2.0
million, or 9.0%, to $20.1 million in the three months ended December 31, 2001
from $22.1 million in the three months ended December 31, 2000. As a percentage
of revenues, gross profit was 38.5% in the three months ended December 31, 2001
compared to 39.8% in the three months ended December 31, 2000.

      Gross profit in the North American Industrial division decreased $0.8
million, or 14.8%, from $5.4 million in the three months ended December 31, 2000
to $4.6 million in the three months ended December 31, 2001. As a percentage of
revenues, gross profit was 29.5% in the three months ended December 31, 2001
compared to 33.3% in the three months ended December 31, 2000. The decrease in
the gross profit percentage was primarily attributable to changes in sales mix
and reduced volumes impacting overhead absorption.

      Gross profit from discontinued operations, comprising the Consumer
division, increased $0.5 million, or 25.0% to $2.5 million in the quarter ended
December 31, 2001 from $2.0 million in the quarter ended December 31, 2000. As a
percentage of revenues, gross profit for the Consumer division was 29.4% in the
three months ended December 31, 2001 compared to 28.5% in the three months ended
December 31, 2000.

Selling, general and administrative expenses

      Selling, general and administrative expenses from continuing operations
for the three months ended December 31, 2001 decreased by $3.6 million, or
12.7%, from $28.3 million in the quarter ended December 31, 2000 to $24.7
million in the quarter ended December 31, 2001. As a percentage of revenues,
selling, general and administrative expenses were 36.5% for the three months
ended December 31, 2001 compared to 39.4% in the three months ended December 31,
2000. The reduction in SG&A expenses is largely a result of the Company's
restructuring efforts since the acquisition of Avery Berkel.

Depreciation and amortization

      Depreciation and amortization expense from continuing operations decreased
$0.9 million, or 21.4%, to $3.3 million for the three months ended December 31,
2001 from $4.2 million for the three months ended December 31, 2000 due mainly
to reduced capital expenditures over the prior year and the write-off during the
current year of intangible assets relating to businesses restructured, sold or
closed.

Restructuring charge

     Restructuring charges from continuing operations decreased $0.6 million, or
85.7%, to $0.1 million for the three months ended December 31, 2001 from $0.7
million in the three months ended December 31, 2000 due mainly to the
restructuring of certain of the historic Weigh-Tronix business operations.

Operating loss

      As a result of the factors discussed above, the operating loss from
continuing operations decreased by $2.2 million to an operating loss of $3.4
million for the three months ended December 31, 2001 from an operating loss of
$5.6 million for the three months ended December 31, 2000. The operating income
of discontinued operations remained constant at $0.7 million for the three
months ended December 31, 2001 and for the three months ended December 31, 2000.


                                       34

<PAGE>

Interest expense, net

      Interest expense for the three months ended December 31, 2001 decreased by
$1.3 million or 20.3% to interest expense of $5.1 million from interest expense
of $6.4 million for the three months ended December 31, 2000. The decrease was
primarily due to lower interest rates in the U.K. and North America during the
three months ended December 31, 2001.

Other income and expense, net

      Other income and expense, net, increased by $9.9 million to income of $5.3
million in the quarter ended December 31, 2001 from expense of $4.6 million in
the quarter ended December 31, 2000. This increase is mainly attributable to 1)
the recording of net foreign currency gains of approximately $2.4 million in the
quarter ended December 31, 2001 compared to foreign currency losses of $4.7
million in the prior quarter; and 2) the finalization of the gain/loss recorded
in connection with the businesses disposed of in the quarter ended September 30,
2001.

Provision for income taxes

      Weigh-Tronix, LLC recorded an income tax benefit from continuing
operations of $0.2 million in the three months ended December 31, 2001 as
compared to a benefit from continuing operations of $2.8 million in the three
months ended December 31, 2000. The benefit for the three months ended December
31, 2001 reflects an effective tax rate of 6.3% based on the pretax loss of $3.2
million. The difference between the U.S. federal statutory benefit rate of 34.0%
and the effective benefit rate of 6.3% is mostly attributable to the
establishment of a valuation allowance against net operating losses generated
during the period due to the concern about the recoverability of the tax
benefits of those assets. The benefit recorded for the three months ended
December 31, 2000 reflects an effective tax rate of 17.1% based on the pretax
loss of $16.4 million. The difference between the U.S. federal statutory benefit
rate of 34.0% and the effective benefit rate of 17.1% is primarily attributable
to the establishment of a valuation allowance against the deductible temporary
differences and net operating losses generated during the period due to the
concern of the recoverability of the tax benefits of those assets.

Nine months ended December 31, 2001 compared with the nine months ended December
31, 2000

Revenues

      Revenues from continuing operations increased by $18.6 million, or 9.7%,
from $191.1 million for the nine months ended December 31, 2000 to $209.7
million for the nine months ended December 31, 2001. The increase comprised: (1)
an increase in the sales of the Rest of World Industrial division of $20.9
million or 14.9%, to $159.8 million from $138.9 million for the nine months
ended December 31, 2000, largely due to the impact of the acquisition of Avery
Berkel in June 2000; and (2) a decrease in sales in the North American
Industrial division of $2.3 million or 4.4% to $49.9 million from $52.2 million
for the nine months ended December 31, 2000. Revenues of discontinued operations
increased by $4.6 million or 25.7%, to $22.5 million in the nine months ended
December 31, 2001 from $17.9 million for the nine months ended December 31,
2000.


                                       35

<PAGE>

      The increase in revenues in the Rest of World Industrial division was
primarily attributable to: (1) the impact of the acquisition of Avery Berkel in
June 2000, comprising a $38.7 million increase in revenue, offset by the
subsequent sale of the Berkel North America Slicer business in July 2001
comprising a $7.8 million reduction in revenue; (2) a decrease in sales of
approximately $4.8 million for the nine months ended December 31, 2001 from the
prior year period due to the closure and sale of the Company's German and
Spanish businesses, respectively; (3) a decrease in sales of approximately $1.4
million for the nine months ended December 31, 2001 from the prior year
comparable period due to the sale of Salter Australia; and (4) unfavorable
foreign exchange rate movements. Unfavorable movements in the U.S. Dollar to
U.K. Sterling foreign exchange rates between the nine months ended December 31,
2000 and 2001 adversely impacted the dollar-reported sales of the Rest of the
World division by approximately $3.8 million for the nine months ended December
31, 2001 compared to the nine months ended December 31, 2000.

      The decrease in revenues in the North American Industrial division was
largely attributable to: (1) decreased sales of heavy industrial scales over the
prior year, due to the economic environment in North America; and (2) decreased
sales of postal scales due largely to post September 11, 2001 impact on postal
revenues, and also, in part, to the disruption caused by the restructuring of
our Santa Rosa operations.

      The increase in revenues in discontinued operations, comprising the
Consumer division, was primarily attributable to: (1) continuing expansion in
North America; and (2) increased demand from key accounts in the U.K. leading to
increased local currency sales, partially offset by unfavorable foreign exchange
rates. Foreign currency movement from the prior year impacted sales by
approximately $1.0 million.

Gross profit

      Gross profit from continuing operations increased $28.0 million, or 52.0%,
from $53.8 million in the nine months ended December 31, 2000 to $81.8 million
in the nine months ended December 31, 2001. As a percentage of revenues, gross
profit was 39.0% in the nine months ended December 31, 2001 compared to 28.1% in
the nine months ended December 31, 2000. The principal reasons for the increase
in gross profit were: (1) the acquisition of Avery Berkel in June 2000; (2) the
application of purchase accounting to the results of Avery Berkel resulting in
$16.3 million of amortization of inventory step-up in the nine months ended
December 31, 2000; and (3) a reduction in gross profit of $1.8 million in the
North American Industrial segment. Gross profit from discontinued operations
increased by $1.2 million from $5.6 million in the nine months ended December
31, 2000 to $6.8 million in the nine months ended December 31, 2001 due to sales
volumes. Gross profit margins decreased from 31.2% in the nine months ended
December 31, 2000 to 30.2% in the nine months ended December 31, 2001 due to
aggressive pricing on new business.

      Gross profit in the Rest of World Industrial division increased $29.8
million, or 82.8%, to $65.8 million in the nine months ended December 31, 2001
from $36.0 million in the nine months ended December 31, 2000. As a percentage
of revenues, gross profit was 41.2% in the nine months ended December 31, 2001
compared to 25.9% in the nine months ended December 31, 2000. The acquisition of
Avery Berkel was completed on June 13, 2000. In applying purchase accounting to
the assets and liabilities of Avery Berkel, the inventory value of Avery Berkel
was increased by $16.3 million to reflect the fair value of the inventory
acquired. This increase, or fair value adjustment, was amortized through cost of
goods of the Rest of the World Industrial segment as the related inventory was
sold. Gross profit for the nine months ended December 31, 2000 was reported
after charging the amortization of the inventory step-up of $16.3 million.


                                       36

<PAGE>

      Further, the Berkel North America Slicer business, sold in July 2001,
generated gross profit of $7.4 million in the nine months ended December 31,
2000 and $2.3 million in the nine months ended December 31, 2001. Salter
Australia, sold in November 2001, generated gross profit of $0.4 million in the
nine months ended December 31, 2000 and $0.5 million in the nine months ended
December 31, 2001. Germany and Spain, closed and sold, respectively, during the
second quarter of fiscal 2002 generated gross profit of $1.4 million in the nine
months ended December 31, 2000 and $0.5 million in the nine months ended
December 31, 2001.

      Gross profit in the North American Industrial division decreased $1.8
million, or 10.1%, from $17.8 million in the nine months ended December 31, 2000
to $16.0 million in the nine months ended December 31, 2001. As a percentage of
revenues, gross profit in the North American Industrial division decreased from
34.1%, in the nine months ended December 31, 2000 to 32.0% in the nine months
ended December 31, 2001. The decrease in the gross profit percentage was
primarily attributable to changes in sales mix and reduced volumes impacting
overhead absorption.

      Gross profit in discontinued operations, comprising the Consumer division,
increased by $1.2 million, or 21.4% from $5.6 million in the nine months ended
December 31, 2000 to $6.8 million in the nine months ended December 31, 2001. As
a percentage of revenues, gross profit for the Consumer division was 30.2% in
the nine months ended December 31, 2001 compared to 31.2% in the nine months
ended December 31, 2000. The decrease in gross profit margin was largely due to
foreign exchange.

Selling, general and administrative expenses

      Selling, general and administrative expenses of continuing operations for
the nine months ended December 31, 2001 increased by $9.9 million, or 15.3%,
from $64.5 million in the nine months ended December 31, 2000 to $74.4 million
in the nine months ended December 31, 2001. As a percentage of revenues,
selling, general and administrative expenses were 35.5% for the nine months
ended December 31, 2001 compared to 33.8% in the nine months ended December 31,
2000. The main reason for the increase in these expenses in the nine months
ended December 31, 2001 is the impact of the acquisition of Avery Berkel for the
full nine months in the current fiscal year, but only for six months and 17 days
in the prior year.

Depreciation and amortization

      Depreciation and amortization expense of continuing operations increased
$1.3 million, or 14.3%, to $10.4 million for the nine months ended December 31,
2001 from $9.1 million for the nine months ended December 31, 2000. The increase
is primarily due to the full nine months of additional amortization of goodwill
that arose as a result of the Avery Berkel acquisition in June 2000.

Restructuring charge

      The Company recorded a restructuring charge of $5.3 million in the nine
months ended December 31, 2001, compared with a restructuring charge of $2.6
million in the nine months ended December 31, 2000. The charge in the nine
months ended December 31, 2001 relates to the restructuring of the Company's
operations in India and North America. The charge recorded in the nine months
ended December 31, 2000 related to the restructuring of certain of the historic
Weigh-Tronix business operations. Also included in the total restructuring
charge of $5.3 million for the nine months ended December 31, 2001 is a charge
of $3.0 million for the impairment of intangible assets resulting from the
restructuring of the Indian manufacturing operations.


                                       37

<PAGE>

Operating income (loss)

      As a result of the factors discussed above, the operating loss from
continuing operations decreased by $14.1 million to an operating loss of $8.4
million for the nine months ended December 31, 2001 from an operating loss of
$22.5 million for the nine months ended December 31, 2000.

Interest expense, net

      Interest expense for the nine months ended December 31, 2001 increased by
$1.4 million or 9.7% to interest expense of $15.9 million for the nine months
ended December 31, 2001 from interest expense of $14.5 million for the nine
months ended December 31, 2000. The increase was primarily due to the full nine
months of increased interest on the additional debt raised to finance the
acquisition of Avery Berkel in the current fiscal year, partially offset by a
decrease in interest rates in the nine months ended December 31, 2001.

Other income, net

      Other income and expense from continuing operations, net for the nine
months ended December 31, 2001 decreased to an expense of $4.9 million in the
nine months ended December 31, 2001 from an expense of $0.0 million for the nine
months ended December 31, 2000. The expense was mainly attributable to 1) the
recording of net foreign currency gains of approximately $2.3 million; and 2)
losses of $7.0 million on the sale and closure of businesses which includes
non-cash charges of $9.5 million for the write-off of goodwill and other
intangibles related to those businesses.

Extraordinary item, net of tax

      This amount in the nine months ended December 31, 2000 represented a
prepayment penalty fee related to the early repayment of the subordinated notes
due May 1, 2005 and 2006 as a result of the acquisition of Avery Berkel and the
related refinancing of indebtedness; and the write-off of deferred financing
costs relating to the debt extinguished.

Provision for income taxes

      The Company recorded an income tax benefit from continuing
operations of $1.4 million in the nine months ended December 31, 2001 as
compared to a benefit from continuing operations of $4.2 million in the
nine months ended December 31, 2000. The benefit for the nine months ended
December 31, 2001 reflects an effective tax rate of 4.9% based on the
pretax loss of $28.7 million. The difference between the U.S. federal
statutory benefit rate of 34.0% and the effective benefit rate of 4.9% is
mostly attributable to the establishment of a valuation allowance against
the deductible temporary differences and net operating losses generated
during the period due to the concern about the recoverability of the tax
benefits of those assets. The benefit recorded for the nine months ended
December 31, 2000 reflects an effective tax rate of 11.5% based on the
pretax loss of $36.4 million. The difference between the U.S. federal
statutory benefit rate of 34.0% and the effective benefit rate of 11.5% is
primarily attributable to the establishment of a valuation allowance
against the deductible temporary differences and net operating losses
generated during the period due to the concern of the recoverability of
the tax benefits of those assets.


                                       38

<PAGE>

Liquidity and Capital Resources

Short-term

      As a result of the acquisition of Avery Berkel and related financing and
offering on June 13, 2000, the Company has significant amounts of debt that
require interest payments. As of December 31, 2001, the Company's outstanding
debt was $196.5 million and consists of: (i) $107.8 million related to the
Company's senior credit facility; and (ii) $88.7 million related to the 12.5%
Senior Subordinated notes, due 2010 (the "Notes"). As of December 31, 2001, an
additional $0.6 million of debt under the senior credit facility was available
for borrowing.

      On November 19, 2001, the Company's bank group granted the Company a
waiver, for September 30, 2001, of the leverage ratio financial covenant
contained in the Amended and Restated Credit Agreement (the "Credit Agreement")
that were adversely impacted by the sale of Berkel Inc. and amended the
equivalent ratios at December 31, 2001 and March 31, 2002 that are also
projected to be impacted by the sale of Berkel Inc. (the "Fourth Amendment and
Waiver"). The Fourth Amendment and Waiver included provisions relating to the
Company's ability to sell assets; its financial reporting and a commitment by
the Company to deliver a business plan including a cash-flow forecast to its
lenders on or before January 11, 2002. On January 11, 2002, the Company and its
lenders executed a limited waiver to the Fourth Amendment and Waiver extending
the submission date for the Company's business plan to January 16, 2002.

      The Fourth Amendment and Waiver also established February 7, 2002 (the
"Reset Amendment Date") as the date by which the Company was required to reach
an agreement with its lenders in writing regarding amendments to the Credit
Agreement (the "Reset Amendment"), including adjusted levels for the Company's
financial covenants, based on the Company's new business plan submitted on
January 16, 2002.

      On December 4, 2001 the Company and its lenders executed a fifth amendment
to the Credit Agreement (the "Fifth Amendment"). The Fifth Amendment amended the
provision in the Credit Agreement relating to the Company's ability to sell
assets so as to permit the sale of Salter Australia Pty Limited.

      On January 18, 2002, the Company and its lenders executed a Sixth
Amendment to the Credit Agreement (the "Sixth Amendment"). The Sixth Amendment
further amended the provision in the Credit Agreement relating to the Company's
ability to sell assets so as to more accurately describe the previously
permitted sale of the business and assets of Salter Housewares Limited, a UK
subsidiary of the Company, and also permitted the incurring by the Company of an
indemnification guarantee respecting such sale.


      On February 7, 2002 the Company and its lenders executed a second limited
waiver to the Fourth Amendment and Waiver extending the lenders' waiver of
specified events of default to February 13, 2002. On February 13, 2002 the
Company and its lenders executed a Seventh Amendment. The Seventh Amendment and
Waiver extends the Reset Amendment Date to March 22, 2002 to allow the Company
to assess its financial strategy and provide its lenders with a report on the
Company's debt status and a cash budget through April 30, 2002. It waives any
default or event of default under the financial covenants in the Credit
Agreement through and until March 22, 2002. The Seventh Amendment and Waiver
includes restrictions on the Company's ability to draw down on its revolving
credit facility to a maximum of $2.5 million during the waiver period, subject
to the existing borrowing base formula and total facility provisions. In
addition, the lenders may advance amounts in excess of $2.5 million or the
amount otherwise available under the borrowing base formula if Berkshire
Partners agrees to guarantee the amount of such excess. The Seventh Amendment
and Waiver requires Berkshire Partners to increase its guarantee to support 25%
of any funding of the Company's revolving credit facility during the waiver
period. In addition, the lenders may advance amounts in excess of $2.5 million
or the amount otherwise available under the borrowing base formula if Berkshire
Partners agrees to guarantee the amount of such excess. The Company's lenders
reserve their right to draw the Berkshire Partners guarantee on March 22, 2002
or upon an earlier Event of Default.

      The Company has engaged financial consultants to assist in its cash flow
analysis and to assess its strategic options and intends to negotiate a Reset
Amendment with its senior lenders that will set financial covenants that are
attainable by the Company given its business plan and projected future
financial performance. There can be no assurance that a Reset Amendment
acceptable to the Company will be negotiated. The Company's ability to continue
as a going concern is dependent upon its ability to reach an agreement on an
appropriate Reset Amendment and to comply with the terms thereof.


                                       39

<PAGE>

      A breach of any of the terms and conditions of the Seventh Amendment and
Waiver, or subsequent breaches of the financial covenants under the Credit
Agreement could result in acceleration of the Company's indebtedness, both
Senior Credit and Subordinated Notes, all of which debt could become immediately
due and payable. Based upon the current business plan and cash flow forecast,
the Company will not be able to comply with the financial covenants unless they
are modified. Also, the failure to consummate a Reset Amendment adjusting
covenants under the Credit Agreement by March 22, 2002 will itself constitute a
breach under the Credit Agreement which could lead to acceleration of the
Company's debt. If there is no modification of the financial covenants and the
debt is accelerated, the Company would not be able to repay the debt or borrow
sufficient funds to refinance it. Since the Seventh Amendment and Waiver waives
financial covenant defaults only through March 22, 2002, the total indebtedness
under the Credit Agreement and under the Subordinated Notes has been classified
as a current liability in the consolidated balance sheet at December 31, 2001.

      In relation to the Company's acquisition of Avery Berkel on June 13, 2000,
the Company issued (euro)10.0 million of preferred member interests to Marconi,
Inc., an affiliate of Marconi plc. Dividends on the preferred member interests
accrued at an annual rate of 12% for the first five years and escalate
thereafter. During the first three years, dividends were payable only in
additional preferred member interests and thereafter, in additional interest or
cash at the option of the Company. These interests were exchangeable for Notes
at the option of the Company or the holders of the preferred member interests at
any time after June 13, 2001, subject to the Company's achieving a specific
interest coverage ratio. The holders of the preferred member interests did not
exchange their interests on June 13, 2001, and accordingly, the Company accrued
dividends of (euro)1.2 million in the form of additional preferred member
interests through June 13, 2001 and an additional (euro)0.9 million through
December 31, 2001, or a total of $1.7 million. On January 29, 2002, the
preferred member interest and a warrant to acquire common member interests were
surrendered to the Company for no consideration in connection with Avery
Berkel's execution and delivery of market term supply agreements with affiliates
of Marconi Corporation plc.

      The Company's principal debt service requirements under the Senior Credit
Agreement for the remainder of fiscal 2002 are $0.9 million. The Company's
annual interest expense related to the Notes is (euro)12.5 million for fiscal
2002. Interest under the Senior Credit Agreement, based on amounts outstanding,
and interest rates prevailing at December 31, 2001 would be approximately $7.2
million. On February 7, 2002 the Company sold the business and assets of its
consumer segment, Salter Housewares, to Barclays Private Equity. Total
consideration was approximately $16.9 million. The net proceeds of $14.1
million, after fees and expenses of $2.5 million and an escrow of $0.3 million,
were applied to bank debt in accordance with the Company's Senior Credit
Agreement.

      Besides servicing the debt, the Company's other liquidity needs on a
short-term basis relate to working capital, capital expenditures and one-time
merger related and restructuring costs which are necessary to affect the cost
reductions and operating improvements associated with the Company's integration
plan. A significant source of liquidity for the Company in the short-term is
expected to be cash provided by operations. Another source of liquidity in the
short term is expected to be the Company's borrowing availability under its
Senior Credit Agreement. Berkshire Partners has also, subject to certain
conditions, guaranteed a portion of the Company's obligations under the Senior
Credit Agreement.


                                       40

<PAGE>

      As a result of the continuing facilities rationalization, particularly in
the UK, resulting in fewer manufacturing facilities, and the Company's liquidity
management, capital expenditures are expected to be lower than historical
levels.

Long-term

      The Company's primary long-term liquidity needs are to: (i) service the
senior credit facility, which includes making interest payments and scheduled
principal repayments; (ii) make interest payments related to the Notes. Further
detail is as follows:

o     The Company's future principal debt service requirements for the senior
      credit facility based on amounts outstanding at December 31, 2001 are as
      follows: $0.9 million for fiscal 2002; $4.5 million for fiscal 2003; $6.0
      million for fiscal 2004; $13.2 million for fiscal 2005; $58.8 million for
      fiscal 2006; $19.5 million for fiscal 2007 and $4.9 million for fiscal
      2008.

o     The Company's annual interest expense related to the Notes is(euro)12.5
      million or approximately $11.0 million (based on the US Dollar to Euro
      exchange rate at December 31, 2001). Interest payments are due
      semi-annually and started on December 1, 2000.

      A number of factors may affect the Company's ability to make scheduled
payments on its debt obligations. These factors, certain of which are beyond our
control, include negotiating a Reset Agreement under the Amended and Restated
Credit Agreement, discussed above, and those factors set forth under
"Information Regarding Forward-Looking Statements".




                                       41

<PAGE>
Cash flows from operations

      Net cash used in operations totaled $14.9 million for the nine months
ended December 31, 2001. Net cash used in operations in the nine months ended
December 31, 2000 amounted to $17.7 million. The increase in cash flows from
operations for the nine months ended December 31, 2001 compared to the same
period in the prior year was due to: (1) a decrease in net loss from continuing
operations of $8.4 million from $35.5 million in the nine months ended December
31, 2000 to $27.1 million in the nine months ended December 31, 2001; (2) the
amortization in the prior year of the inventory fair value adjustment of $16.3
million; (3) a decrease in the cash used to fund working capital of $8.3
million; (4) a reduction in deferred tax charges of $1.1 million; (5) a
reduction in unrealized losses on foreign currency translation of $3.8 million;
and (6) an increase in other non-cash charges of $3.9 million primarily due to
restructuring charges and losses on the sale and closure of businesses.

Cash flows from investing activities

      Cash provided by investing activities for the nine months ended December
31, 2001 was $5.8 million. Cash used in investing activities during the nine
months ended December 31, 2000 was $166 million consisting primarily of the
Avery Berkel acquisition. Cash provided by investing activities for the nine
months ended December 31, 2001 primarily resulted from the sale of businesses
and was partially offset by capital expenditures. The Company incurred capital
expenditures of $4.0 million for the nine months ended December 31, 2001 versus
$2.6 million for the nine months ended December 31, 2000. The major capital
expenditures in both nine-month periods were mainly for tooling and equipment
relating to manufacturing.

      Generally, management believes that its manufacturing facilities are in
good condition and does not anticipate that major capital expenditures will be
needed to replace existing facilities in the near future. As part of a liquidity
improvement program, capital expenditures are expected to be well below prior
year levels and less than depreciation.

Cash flows from financing activities

      Cash generated from financing activities of $6.7 million for the nine
months ended December 31, 2001 related primarily to the amounts drawn down on
the Company's revolving credit facility under the Senior Credit Agreement. Cash
provided by financing activities for the nine months ended December 31, 2000 was
$189.2 million and consisted primarily of debt incurred in connection with the
acquisition of Avery Berkel and the refinancing of the Company's former
indebtedness.

      The Company intends to fund its working capital, capital expenditures, and
debt service requirements through cash flow generated from operations and
borrowings under the Senior Credit Agreement.

      The Senior Credit Agreement consists of a $120.0 million of Term Loan and
Revolving Credit Facilities comprising: (1) a $30.0 million Tranche A Term Loan
Facility; (2) a $40.0 million Tranche B Term Loan Facility; and (3) a $50.0
million Revolving Credit Facility (subject to a borrowing base). Of the $50.0
million Revolving Credit Facility, $41.7 million was borrowed as of December 31,
2001 and $0.6 million was available for borrowing.


                                       42

<PAGE>

      The final scheduled maturities of the Tranche A and Tranche B Term Loan
Facilities are in September 2005 and 2007, respectively. The Tranche A Term Loan
Facility requires the repayment of 5% of the principal in the year following the
closing of the Senior Credit Agreement; 10% of the principal in the second year
following the closing of the Senior Credit Agreement; 15% of the principal in
the third year following the closing of the Senior Credit Agreement; 20% of the
principal in the fourth year following the closing of the Senior Credit
Agreement; and 50% of the principal in the fifth year following the closing of
the Senior Credit Agreement. The Tranche B Term Loan Facility requires repayment
of approximately 0.75% of the principal in the first year following the closing
of the Senior Credit Agreement; 1% of the principal in each of years two, three,
and four following the closing of the Senior Credit Agreement; 1.25% of the
principal in the fifth year following the closing of the Senior Credit
Agreement; 45.0% of the principal in the sixth year following the closing of the
Senior Credit Agreement; and 50.0% in the seventh year following the closing of
the Senior Credit Agreement.

      Certain mandatory prepayments to the Senior Credit Agreement are required,
including: proceeds from certain asset sales or insurance recoveries; proceeds
from the sale of equity or the issuance or incurrence of certain indebtedness;
and annual "excess cash flow" as defined in the Senior Credit Agreement. In
accordance with the terms of the Senior Credit Agreement the net cash proceeds
received from the sales of Berkel in July 2001 and Salter Housewares in February
2002 were applied against the outstanding balance - see "Recent Developments."

      Borrowings under the Senior Credit Agreement will bear interest at
floating rates that may be based on either LIBOR rates or on the applicable
alternate base rates plus the applicable margin.

      The Senior Credit Agreement and the indenture governing the Notes contain
certain covenants that will limit, among other things, our ability to:

      o     Incur additional debt and issue preferred stock

      o     Pay dividends and make other distributions

      o     Prepay subordinated debt

      o     Make investments and other restricted payments

      o     Enter into sale and leaseback transactions

      o     Create liens

      o     Sell assets

      o     Enter into certain transactions with affiliates.


                                       43

<PAGE>

      In addition, the Senior Credit Agreement requires that the Company
maintain specified financial covenants (which become more restrictive over
time), including: a maximum ratio of consolidated indebtedness to Consolidated
EBITDA (as defined under the Senior Credit Agreement); minimum ratio of
Consolidated EBITDA (as defined under the Senior Credit Agreement) to interest
expense; minimum ratio of Consolidated EBITDA (as defined under the Senior
Credit Agreement) to fixed charges, minimum tangible net worth, minimum
cumulative Consolidated EBITDA (as defined under the Senior Credit Agreement)
and capital expenditure limits. These financial covenants were in effect
starting July 1, 2000, and were amended on February 16, 2001, effective from the
quarter ended December 31, 2000 through the quarter ending March 31, 2002
certain covenants were further waived and amended in November 2001 under the
Fourth Amendment and Waiver. A number of factors may affect the Company's
ability to satisfy the financial covenants contained in the Senior Credit
Agreement. These factors, certain of which are beyond our control, include those
factors set forth under "Information Regarding Forward-Looking Statements." A
failure by the Company to satisfy any of the covenants would result in an event
of default as defined under the Senior Credit Agreement unless otherwise waived.
An Event of Default could result in the acceleration of the Company's
indebtedness, in which case the debt would be immediately due and payable. See
"Liquidity and Capital Resources-Short Term," for a discussion of the Company's
ability to satisfy the financial covenants under the Senior Credit Agreement and
limitations on further draws on the revolving credit facility thereunder.

      Assuming the Company is able to negotiate a Reset Amendment, the Company
believes that cash from operating activities, together with available borrowings
under the revolving credit facility under the Senior Credit Agreement, will be
sufficient to permit us to meet our financial obligations and fund our
operations for the foreseeable future. See "Liquidity and Capital
Resources-Short Term."

External Factors Affecting the Company's Results of Operations

      The Company is subject to currency translation risk and, to a lesser
extent, currency transaction risk. Currency translation risk exists because the
Company measures and records the financial condition and results of operations
of each of its subsidiaries in their local currency, but must translate the
local currency amounts into U.S. dollars for U.S. GAAP financial reporting
purposes.

      The Company also incurs currency transaction risk whenever one of its
subsidiaries enters into a transaction that is denominated in a currency other
than its local currency. The majority of the Company's revenue, operating
expenses and cash flows are denominated in Sterling and U.S. Dollars.
Consequently, the Company will be subject to currency transaction risk relating
to the Notes, if Sterling or the U.S. Dollar were to weaken relative to the
Euro.

Fluctuations in Interest Rates

      The Company uses interest rate swap agreements to partially manage
interest rate risk on its variable rate debt portfolio. Interest rate swap
agreements are entered into at the time the related variable rate debt is issued
to convert the variable rate debt to fixed debt. The interest differential to be
paid or received under the related interest rate swap agreements is recognized
over the life of the related debt and is included in interest expense or
interest income.


                                       44

<PAGE>

New Accounting Pronouncements

Accounting for Business Combinations and accounting for Goodwill and Other
Intangible Assets

      In July 2001, the FASB issued Statement No. 141, Business Combinations,
and Statement No. 142, Goodwill and Other Intangible Assets. Statement 141
requires that the purchase method of accounting be used for all business
combinations initiated after June 30, 2001 as well as all purchase method
business combinations completed after June 30, 2001. Statement 141 also
specifies criteria intangible assets acquired in a purchase method business
combination must meet to be recognized and reported apart from goodwill.
Statement 142 will require that goodwill and intangible assets with indefinite
useful lives no longer be amortized, but instead tested for impairment at least
annually in accordance with the provisions of Statement 142. Statement 142 will
also require that intangible assets with finite useful lives be amortized over
their respective estimated useful lives to their estimated residual values, and
reviewed for impairment in accordance with SFAS No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of."

      The Company is required to adopt the provisions of Statement 141
immediately and Statement 142 effective April 1, 2002. Furthermore, any goodwill
and any intangible asset determined to have an indefinite useful life that are
acquired in a purchase business combination completed after June 30, 2001 will
not be amortized, but will continue to be evaluated for impairment in accordance
with the appropriate pre-Statement 142 accounting literature. Goodwill and
intangible assets acquired in business combinations completed before July 1,
2001 will continue to be amortized prior to the adoption of Statement 142.

      Statement 141 will require upon adoption of Statement 142, that the
Company evaluate its existing intangible assets and goodwill that were acquired
in a prior purchase business combination, and to make any necessary
reclassifications in order to conform with the new criteria in Statement 141 for
recognition apart from goodwill. Upon adoption of Statement 142, the Company
will be required to reassess the useful lives and residual values of all
intangible assets acquired in purchase business combinations, and make any
necessary amortization period adjustments by the end of the first interim period
after adoption. In addition, to the extent an intangible asset is identified as
having an indefinite useful life, the Company will be required to test the
intangible asset for impairment in accordance with the provisions of Statement
142 within the first interim period. Any impairment loss will be measured as of
the date of adoption and recognized as the cumulative effect of a change in
accounting principle in the first interim period.

      In connection with the transitional goodwill impairment evaluation,
Statement 142 will require the Company to perform an assessment of whether there
is an indication that goodwill is impaired as of the date of adoption. To
accomplish this the Company must identify its reporting units and determine the
carrying value of each reporting unit by assigning the assets and liabilities,
including the existing goodwill and intangible assets, to those reporting units
as of the date of adoption. The Company will then have up to six months from the
date of adoption to determine the fair value of each reporting unit and compare
it to the reporting unit's carrying amount. To the extent a reporting unit's
carrying amount exceeds its fair value, an indication exists that the reporting
unit's goodwill may be impaired and the Company must perform the second step of
the transitional impairment test. In the second step, the Company must compare
the implied fair value of the reporting unit's goodwill, determined by
allocating the reporting unit's fair value to all of it assets (recognized and
unrecognized) and liabilities in a manner similar to a purchase price allocation
in accordance with Statement 141, to its carrying amount, both of which would be
measured as of the date of adoption. This second step is required to be
completed as soon as possible, but no later than the end of the year of
adoption. Any transitional impairment loss will be recognized as the cumulative
effect of a change in accounting principle in the Company's statement of
operations.


                                       45

<PAGE>

      Because of the extensive effort needed to comply with adopting Statements
141 and 142, it is not practicable to reasonably estimate the impact of adopting
these Statements on the Company's financial statements at the date of this
report, including whether any transitional impairment losses will be required to
be recognized as a cumulative effect of a change in accounting principle.

      In October 2001, the FASB issued Financial Accounting Standards No. 144
(FAS 144), "Accounting for the Impairment or Disposal of Long-Lived Assets." FAS
144 supercedes FASB Statement No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to Be Disposed Of." FAS 144 applies
to all long-lived assets (including discontinued operations) and consequently
amends Accounting Principles Board Opinion No. 30, "Reporting Results of
Operations - Reporting the Effects of Disposal of a Segment of a Business." FAS
144 is effective for financial statements issued for fiscal years beginning
after December 15, 2001, and will thus be adopted by the Company, as required,
on April 1, 2002. Management is currently determining what effect, if any, FAS
144 will have on its financial position and results of operations.


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<PAGE>

Item 3. Quantitative and Qualitative Disclosures About Market Risk

      The Company had $41.7 million outstanding under its $50.0 million
revolving portion of the Senior Credit Agreement as of December 31, 2001.
Interest rates for amounts outstanding under the revolving credit portion of the
Senior Credit Agreement are currently: (1) in the case of loans denominated in
U.S. dollars, the Company may choose between a rate of LIBOR plus 3.75% and a
base rate plus 2.75% or (2) in the case of loans denominated in sterling and
euro, LIBOR plus 4.25%. In addition, an annual commitment fee payable on the
daily average unused portion of the revolving credit portion of the Senior
Credit Agreement is currently 0.50%. The effective interest rate on outstanding
variable rate borrowings for the nine months ended December 31, 2001 was 5.68%.

      To mitigate the risks associated with increases in interest rates, the
Company historically had entered into and plans to continue to enter into
interest-rate protection agreements with members of the Company's banking group.
The interest differential to be paid or received under the interest rate swap
agreements is recorded as interest income or expense.

      A sensitivity analysis indicates that, with respect to interest rate swap
agreements and variable rate debt in place at December 31, 2001, an increase in
the applicable market interest rates of 100-basis points would have a negative
impact of approximately $0.8 million on the Company's consolidated results of
operations.

      The Company enters into foreign exchange forward contracts to manage
exposure to fluctuations in foreign currency exchange rates. The Company does
not hold or issue derivative financial instruments for trading purposes.
Exchange differences arising during the contract term are marked to market and
are included in other (income) expense in the accompanying consolidated
statements of operations. The Company regularly monitors its foreign currency
exposures and ensures that hedge contract amounts do not exceed the amounts of
the underlying exposures.

      A sensitivity analysis indicates that, with respect to foreign exchange
forward contracts in place at December 31, 2001, a 10% adverse change in foreign
currency rates would have a $0.3 million negative impact on the Company's
consolidated results of operations and financial position. With respect to the
Euro denominated notes at December 31, 2001, a 10% change in the foreign
currency exchange rates would result in a $8.9 million change to the recorded
balance of the notes.

Hyper-inflationary economic factors in territories in which overseas
subsidiaries operate may affect the carrying value of the investment in these
entities or the book value of their assets and liabilities in the Company' s
consolidated financial statements.

The imposition of exchange controls in territories in which overseas
subsidiaries operate may restrict the Company's ability to remit cash from those
entities.


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                           PART II - OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

      (a)   Exhibits

            10.1 Second Limited Waiver to Fourth Amendment and Waiver under the
                 Amended and Restated Credit Agreement dated as of November 19,
                 2001 by and among the Registrant, SWT Finance B.V.,
                 Weigh-Tronix Canada, ULC, certain guarantors, certain lenders,
                 Lehman Brothers Inc., Fleet Boston Robertson Stephens Inc.,
                 Lehman Commercial Paper Inc. and Fleet National Bank.

            10.2 Seventh Amendment and Limited Waiver dated as of February 13,
                 2002 by and among the Registrant, SWT Finance B.V.,
                 Weigh-Tronix Canada, ULC, certain guarantors, certain lenders,
                 Lehman Brothers Inc., Fleet Boston Robertson Stephens Inc.,
                 Lehman Commercial Paper Inc. and Fleet National Bank.

      (b)   Current Reports on Form 8-K

            Current Report on Form 8-K was filed with the Commission on November
            27, 2001. Under Item 5 of Form 8-K, the Registrant reported the
            amendment and waiver agreement executed on November 19, 2001
            regarding the Amended and Restated Credit Agreement with its
            lenders.


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                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                            WEIGH-TRONIX, LLC


Date: February 19, 2002                 By: /s/John J. McCann III
                                            -----------------------------------
                                            John J. McCann III
                                            Chairman, Chief Executive Officer,
                                            and Director


Date: February 19, 2002                 By: /s/Donald J. MacKenzie
                                            -----------------------------------
                                            Donald J. MacKenzie
                                            Vice President and Chief
                                            Financial Officer


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