<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q


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

         For the quarterly period ended December 1, 2001

         OR

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

         For the transaction period from _____________ to ______________

                         COMMISSION FILE NUMBER: 0-7277

                               PIERRE FOODS, INC.
             (Exact name of registrant as specified in its charter)

                                 NORTH CAROLINA
         (State or other jurisdiction of incorporation or organization)

                                   56-0945643
                      (I.R.S. Employer Identification No.)

                               9990 PRINCETON ROAD
                             CINCINNATI, OHIO 45246
               (Address of principal executive offices) (zip code)

       Registrant's telephone number, including area code: (513) 874-8741


        ----------------------------------------------------------------
          (Former name or former address, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (3) has been subject to such filing
requirements for the past 90 days.

                      Yes  [X]                        No  [ ]

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

                  Class                 Outstanding at January 14, 2002
                  -----                 -------------------------------

      COMMON STOCK, NO PAR VALUE                 5,781,480




<PAGE>


                               PIERRE FOODS, INC.

                                      INDEX

<TABLE>
<CAPTION>
                                                                             Page No.
                                                                             --------
<S>                                                                          <C>


PART I.  FINANCIAL INFORMATION:

Item 1.  Financial Statements

  Consolidated Balance Sheets -
  December 1, 2001 and March 3, 2001.......................................   1 - 2

  Consolidated Statements of
  Operations and Retained Earnings -
  Thirteen Weeks Ended December 1, 2001
  and Thirteen Weeks Ended December 2, 2000................................   3 - 4

  Consolidated Statements of
  Operations and Retained Earnings -
  Thirty-Nine Weeks Ended December 1, 2001
  and Thirty-Nine Weeks Ended December 2, 2000.............................   5 - 6

  Consolidated Statements of Cash Flows -
  Thirty-Nine Weeks Ended December 1, 2001 and
  Thirty-Nine Weeks Ended December 2, 2000.................................   7 - 8

  Notes to Consolidated Financial
  Statements...............................................................   9 - 11

Item 2.  Management's Discussion and Analysis
         of Financial Condition and Results of Operations..................  12 - 15

Item 3.  Quantitative and Qualitative Disclosures About Market Risk........       16



PART II.  OTHER INFORMATION:

Item 6.  Exhibits and Reports on Form 8-K..................................       17

   Signatures..............................................................       18

   Index to Exhibits.......................................................       19
</TABLE>



<PAGE>





                          PART I. FINANCIAL INFORMATION

         ITEM 1.  FINANCIAL STATEMENTS

         PIERRE FOODS, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                            (Unaudited)
                                                                          December 1, 2001       March 3, 2001
                                                                          ----------------       ------------

<S>                                                                       <C>                    <C>
ASSETS

CURRENT ASSETS:
   Cash and cash equivalents                                                $  4,593,719          $  1,813,185
   Accounts receivable, net (includes related party receivables of
      $273,203 and $229,551 at December 1, 2001 and March 3, 2001,
       respectively)                                                          19,651,307            18,427,453
   Inventories                                                                26,385,319            26,804,063
   Refundable income taxes                                                     1,089,332             1,292,667
   Deferred income taxes                                                       2,174,642             2,174,642
   Prepaid expenses and other current assets                                   1,488,757             1,033,015
                                                                            ------------          ------------

           Total current assets                                               55,383,076            51,545,025
                                                                            ------------          ------------


PROPERTY, PLANT AND EQUIPMENT, NET                                            35,820,075            34,916,493
                                                                            ------------          ------------


OTHER ASSETS:
   Trade name, net                                                            39,178,136            40,286,636
   Excess of cost over fair value of net assets of businesses
       acquired, net                                                          27,104,157            27,871,114
   Other intangible assets, net                                                2,219,288             2,363,956
   Notes receivable - related party                                              705,493               705,493
   Deferred loan origination fees, net                                         2,225,287             2,619,157
    Other                                                                        458,791                    --
                                                                            ------------          ------------

           Total other assets                                                 71,891,152            73,846,356
                                                                            ------------          ------------

           Total Assets                                                     $163,094,303          $160,307,874
                                                                            ============          ============
</TABLE>



See accompanying notes to unaudited consolidated financial statements.


                                       1
<PAGE>



         PIERRE FOODS, INC. AND SUBSIDIARIES


<TABLE>
<CAPTION>
                                                                                  (Unaudited)
                                                                                December 1, 2001          March 3, 2001
                                                                                ----------------          -------------
<S>                                                                             <C>                       <C>
LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
  Current installments of long-term debt                                          $      48,551           $      67,631
  Trade accounts payable (includes related party payables of
    $53,296 at December 1, 2001)                                                      3,650,635               5,368,066
  Accrued interest                                                                    6,181,250               3,153,280
  Accrued payroll and payroll taxes                                                   5,111,067               3,915,799
  Accrued promotions (includes related party payables of $32,833
    at March 3, 2001)                                                                 1,807,336               1,926,650
  Accrued taxes (other than income and payroll)                                         475,526                 584,206
  Other accrued liabilities                                                           1,332,234                 409,835
                                                                                  -------------           -------------

          Total current liabilities                                                  18,606,599              15,425,467
                                                                                  -------------           -------------

LONG-TERM DEBT, less current installments                                           115,060,460             115,097,291
                                                                                  -------------           -------------

OTHER LONG-TERM LIABILITIES                                                           1,113,578               1,347,231
                                                                                  -------------           -------------

DEFFERED INCOME TAXES                                                                 1,571,087               1,571,087
                                                                                  -------------           -------------

SHAREHOLDERS' EQUITY:
  Preferred stock - par value $.10, authorized 2,500,000 shares; no
    shares issued                                                                            --                      --
  Common stock - no par value, authorized 100,000,000 shares; issued and
    outstanding December 1, 2001 - 5,781,480 shares and March 3, 2001 -
    5,781,480 shares                                                                  5,781,480               5,781,480
  Additional paid in capital                                                         23,317,053              23,317,053
  Retained earnings                                                                   2,644,046               2,768,265
  Note receivable - related party                                                    (5,000,000)             (5,000,000)
                                                                                  -------------           -------------

        Total shareholders' equity                                                   26,742,579              26,866,798
                                                                                  -------------           -------------

        Total Liabilities and Shareholders' Equity                                $ 163,094,303           $ 160,307,874
                                                                                  =============           =============
</TABLE>


See accompanying notes to unaudited consolidated financial statements.


                                       2
<PAGE>


         PIERRE FOODS, INC. AND SUBSIDIARIES



           CONSOLIDATED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS

                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                                     Thirteen Weeks Ended
                                                                                                     --------------------
                                                                                            December 1, 2001        December 2, 2000
                                                                                            ----------------        ----------------
<S>                                                                                         <C>                     <C>
REVENUES                                                                                       $ 68,021,456           $ 58,682,269
                                                                                               ------------           ------------


COSTS AND EXPENSES:
  Cost of goods sold (includes related party transactions totaling $53,296
    in fiscal 2002)                                                                              45,335,788             38,714,358
  Selling, general and administrative expenses (includes related party
    transactions totaling $720,577 and $970,290 in fiscal 2002 and fiscal 2001,                  16,084,493             15,454,165
    respectively)
  Loss on disposition of property, plant and equipment, net                                          35,150                  5,190
  Depreciation and amortization                                                                   1,534,905              1,547,534
                                                                                               ------------           ------------

        Total costs and expenses                                                                 62,990,336             55,721,247
                                                                                               ------------           ------------

OPERATING INCOME                                                                                  5,031,120              2,961,022
                                                                                               ------------           ------------

OTHER INCOME (EXPENSE):
  Interest expense                                                                               (3,277,375)            (3,323,028)
  Other income, net - (including interest) (includes related party income totaling
    $14,551 and $11,121 in fiscal 2002 and fiscal 2001, respectively)                                21,429                 42,076
                                                                                               ------------           ------------

        Other expense, net                                                                       (3,255,946)            (3,280,952)
                                                                                               ------------           ------------

INCOME (LOSS) BEFORE INCOME TAX PROVISION                                                         1,775,174               (319,930)

INCOME TAX PROVISION                                                                               (887,587)               (77,921)
                                                                                               ------------           ------------

NET INCOME (LOSS)                                                                              $    887,587           $   (397,851)
                                                                                               ============           ============
</Table>

                                       3
<PAGE>

<Table>
<S>                                                                                            <C>                    <C>
RETAINED EARNINGS:
  Balance at beginning of period                                                               $  1,756,459           $  4,512,816
  Net income (loss)                                                                                 887,587               (397,851)
                                                                                               ------------           ------------
  Balance at end of period                                                                     $  2,644,046           $  4,114,965
                                                                                               ============           ============


NET INCOME (LOSS) PER COMMON SHARE - BASIC AND
  DILUTED                                                                                      $        .15           $       (.07)


WEIGHTED AVERAGE SHARES OUTSTANDING - BASIC AND
  DILUTED                                                                                         5,781,480              5,781,480
</TABLE>

See accompanying notes to unaudited consolidated financial statements.


                                       4
<PAGE>


         PIERRE FOODS, INC. AND SUBSIDIARIES



           CONSOLIDATED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS

                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                               Thirty-Nine Weeks Ended
                                                                                               -----------------------
                                                                                       December 1, 2001          December 2, 2000
                                                                                       ----------------          ----------------

<S>                                                                                    <C>                       <C>
REVENUES                                                                                 $ 176,686,597            $ 150,166,826
                                                                                         -------------            -------------


COSTS AND EXPENSES:
  Cost of goods sold (includes related party transactions totaling $53,296
      in fiscal 2002)                                                                      117,046,711               98,946,361
  Selling, general and administrative expenses (includes related party
      transactions totaling $2,845,618 and $1,799,736 in fiscal 2002 and fiscal             45,439,107               40,899,711
      2001, respectively)
  Loss on disposition of property, plant and equipment, net                                     48,707                   27,695
  Depreciation and amortization                                                              4,670,340                4,674,039
                                                                                         -------------            -------------

        Total costs and expenses                                                           167,204,865              144,547,806
                                                                                         -------------            -------------

OPERATING INCOME                                                                             9,481,732                5,619,020
                                                                                         -------------            -------------

OTHER INCOME (EXPENSE):
  Interest expense                                                                          (9,845,306)             (10,042,150)
  Other income, net - (including interest) (includes related party income
    totaling $43,652 and $46,742 in fiscal 2002 and fiscal 2001, respectively)                 115,136                  234,481
                                                                                         -------------            -------------

        Other expense, net                                                                  (9,730,170)              (9,807,669)
                                                                                         -------------            -------------

LOSS BEFORE INCOME TAX BENEFIT AND EXTRAORDINARY ITEM                                         (248,438)              (4,188,649)

INCOME TAX BENEFIT                                                                             124,219                1,322,561
                                                                                         -------------            -------------

LOSS BEFORE EXTRAORDINARY ITEM                                                                (124,219)              (2,866,088)

EXTRAORDINARY LOSS ON EARLY EXTINGUISHMENT OF
  DEBT (NET OF INCOME TAX BENEFIT OF $258,303 IN FISCAL 2001)                                       --                 (455,238)
                                                                                         -------------            -------------

NET LOSS                                                                                 $    (124,219)           $  (3,321,326)
                                                                                         =============            =============
</Table>

                                       5
<PAGE>
<Table>
<S>                                                                                      <C>                      <C>
RETAINED EARNINGS:
  Balance at beginning of period                                                         $   2,768,265            $   7,436,291
  Net loss                                                                                    (124,219)              (3,321,326)
                                                                                         -------------            -------------
  Balance at end of period                                                               $   2,644,046            $   4,114,965
                                                                                         =============            =============


NET LOSS PER COMMON SHARE - BASIC AND DILUTED
  Loss before extraordinary item                                                         $        (.02)           $        (.49)
  Extraordinary loss on early extinguishment of debt                                                --                     (.08)
                                                                                         -------------            -------------
  Net loss                                                                               $        (.02)           $        (.57)
                                                                                         =============            =============


WEIGHTED AVERAGE SHARES OUTSTANDING - BASIC AND
  DILUTED                                                                                    5,781,480                5,781,319
</TABLE>


See accompanying notes to unaudited consolidated financial statements.


                                       6
<PAGE>

         PIERRE FOODS, INC. AND SUBSIDIARIES


                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                      Thirty-Nine Weeks Ended
                                                                                      -----------------------
                                                                               December 1, 2001       December 2, 2000
                                                                               ----------------       ----------------

<S>                                                                            <C>                    <C>
CASH FLOWS FROM OPERATING ACTIVITIES

  Net loss                                                                       $  (124,219)            $(3,321,326)
                                                                                 -----------             -----------

  Adjustments to reconcile net loss to net cash provided by (used in)
    operating activities:

    Extraordinary loss on early extinguishment of debt before income
      tax benefit                                                                         --                 713,541
    Depreciation and amortization                                                  4,670,340               4,674,039
    Amortization of deferred loan origination fees                                   396,026                 338,249
    Deferred income taxes                                                                 --                (530,314)
    Loss on disposition of property, plant and equipment, net                         48,707                  27,695
    Increase in other assets                                                        (458,791)                     --
    Decrease in other long-term liabilities                                         (233,653)               (216,254)
    Changes in operating assets and liabilities:
      Receivables                                                                 (1,223,854)               (588,828)
      Inventories                                                                    418,744              (1,524,367)
      Refundable income taxes, prepaid expenses and other
        current assets                                                              (252,407)             (1,461,730)
      Trade accounts payable and other accrued liabilities                         3,200,212                (673,650)
                                                                                 -----------             -----------

          Total adjustments                                                        6,565,324                 758,381
                                                                                 -----------             -----------

          Net cash provided by (used in) operating activities                      6,441,105              (2,562,945)
                                                                                 -----------             -----------


CASH FLOWS FROM INVESTING ACTIVITIES

  Proceeds from sales of property, plant and equipment                                 1,000                  60,300
  Decrease in related party notes receivable                                              --                 152,456
  Decrease in other notes receivable                                                      --                   1,496
  Capital expenditures                                                            (3,603,504)             (1,755,091)
                                                                                 -----------             -----------

          Net cash used in investing activities                                   (3,602,504)             (1,540,839)
                                                                                 -----------             -----------
</Table>

                                       7
<PAGE>

<Table>
<S>                                                                              <C>                     <C>
CASH FLOWS FROM FINANCING ACTIVITIES

  Net borrowings under revolving credit agreement                                         --               1,717,520
  Principal payments on long-term debt                                               (58,067)               (230,208)
  Loan origination fees                                                                   --                 (84,992)
                                                                                 -----------             -----------

          Net cash provided by (used in) financing activities                        (58,067)              1,402,320
                                                                                 -----------             -----------


NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS                               2,780,534              (2,701,464)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                     1,813,185               2,701,464
                                                                                 -----------             -----------

CASH AND CASH EQUIVALENTS, END OF PERIOD                                         $ 4,593,719             $        --
                                                                                 ===========             ===========
</TABLE>


See accompanying notes to unaudited consolidated financial statements.


                                       8
<PAGE>

PIERRE FOODS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


1.       BASIS OF PRESENTATION

         In the opinion of the Company, the accompanying unaudited consolidated
financial statements contain all adjustments necessary to present fairly the
financial position of the Company as of December 1, 2001 and March 3, 2001, the
results of operations for the thirteen weeks and thirty-nine weeks ended
December 1, 2001 and December 2, 2000, and the cash flows of the Company for the
thirty-nine weeks ended December 1, 2001 and December 2, 2000. Financial
statements for the year-to-date period ended December 2, 2000 ("fiscal 2001")
have been reclassified, where applicable, to conform to financial statement
presentation used for the year-to-date period ended December 1, 2001 ("fiscal
2002"). The thirteen week period ended December 1, 2001 is referred to as "third
quarter 2002" and the thirteen week period ended December 2, 2000 is referred to
as "third quarter 2001."

         The Company reports the results of its operations using a 52-53 week
basis. In line with this, each quarter of the fiscal year will contain 13 weeks
except for the infrequent fiscal years with 53 weeks.

         The results of interim operations for fiscal 2002 are not necessarily
indicative of the results to be expected for the full fiscal year. These interim
unaudited consolidated financial statements should be read in conjunction with
the Company's March 3, 2001 audited consolidated financial statements and notes
thereto.


2.       INVENTORIES

         A summary of inventories, by major classifications, follows:

<TABLE>
<CAPTION>
                                        December 1, 2001         March 3, 2001
                                        ----------------         --------------

         <S>                            <C>                      <C>
         Manufacturing supplies            $ 1,197,745            $ 1,189,481
         Raw materials                       4,774,263              4,404,820
         Work in process                         2,552                  4,281
         Finished goods                     20,410,759             21,205,481
                                           -----------            -----------

             Total                         $26,385,319            $26,804,063
                                           ===========            ===========
</TABLE>


3.       SUPPLEMENTAL CASH FLOW DISCLOSURES - CASH PAID (RECEIVED) DURING THE
         PERIOD


<TABLE>
<CAPTION>
                                        Thirty-Nine             Thirty-Nine
                                        Weeks Ended             Weeks Ended
                                      December 1, 2001        December 2, 2000
                                      ----------------        ----------------

         <S>                          <C>                     <C>
         Interest                       $ 6,393,473             $12,219,368
                                        ===========             ===========

         Income taxes net of
           refunds received             $  (327,554)            $     8,717
                                        ===========             ===========
</TABLE>


                                       9
<PAGE>

4.       COMPREHENSIVE INCOME

         Total comprehensive income (loss) was comprised solely of the net
income (loss) in fiscal 2002 and fiscal 2001. Comprehensive income for the third
quarter 2002 was $887,587, and comprehensive loss for the third quarter 2001 was
($397,851); comprehensive loss was ($124,219) and ($3,321,326) for fiscal 2002
and fiscal 2001, respectively.


5.       LONG-TERM DEBT

         Effective May 30, 2000, the Company terminated its $75 million credit
facility, resulting in an extraordinary loss on early extinguishment of debt of
$455,238, net of income tax benefit of $258,303.

         Effective May 24, 2000, the Company obtained a three-year variable-rate
$25 million revolving credit facility. As of December 1, 2001, the Company had
no borrowings under this facility and borrowing availability of approximately
$20.9 million. As of December 2, 2000, the Company had borrowings of
approximately $1.7 million under this facility and borrowing availability of
approximately $17.5 million. In addition, at December 1, 2001 and December 2,
2000, the Company was in compliance with the financial covenants under this
facility.


6.       RECENTLY ISSUED ACCOUNTING GUIDANCE

         In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 133 ("SFAS 133"), "Accounting
for Derivative Instruments and Hedging Activities." SFAS No. 133, as amended,
establishes accounting and reporting standards for derivative financial
instruments, including certain derivative instruments embedded in other
contracts (collectively referred to as embedded derivatives) and for hedging
activities. The new standard requires an entity to recognize all derivative
instruments as either assets or liabilities in its statement of financial
position and to measure those instruments at fair value. The Company adopted
SFAS No. 133 effective March 4, 2001. The adoption of this new standard did not
have a material impact on the financial condition, results of operations, or
cash flows of the Company.

         In June 2001, the FASB issued Statement of Financial Accounting
Standards No. 141 ("SFAS 141"), "Business Combinations." SFAS 141 requires the
purchase method of accounting for business combinations initiated after June 30,
2001 and eliminates the pooling-of-interests method. The Company does not
believe that the adoption of SFAS 141 will have a significant impact on its
financial position and results of operations.

         In June 2001, the FASB issued Statement of Financial Accounting
Standards No. 142 ("SFAS 142"), "Goodwill and Other Intangible Assets", which is
effective for the fiscal year beginning March 3, 2002. SFAS 142 requires, among
other things, the discontinuance of goodwill amortization. In addition, the
standard includes provisions for the reclassification of certain existing
recognized intangibles as goodwill, reassessment of the useful lives of existing
recognized intangibles, reclassification of certain intangibles out of
previously reported goodwill and the identification of reporting units for
purposes of assessing potential future impairments of goodwill. SFAS 142 also
requires the Company to complete a transitional goodwill impairment test six
months from the date of adoption. The Company is currently assessing but has not
yet determined the impact of SFAS 142 on its financial position and results of
operations.

         In June 2001, the FASB issued Statement of Financial Accounting
Standards No. 143 ("SFAS 143"), "Accounting for Asset Retirement Obligations",
which is effective for the Company beginning March 2003. SFAS 143 addresses
financial accounting and reporting for obligations associated with the
retirement of tangible long-lived assets and the associated asset retirement
cost. The Company does not believe that the adoption of SFAS 143 will have a
significant impact on its financial position and results of operations.


                                       10
<PAGE>

         In August 2001, the FASB issued Statement of Financial Accounting
Standards No. 144 ("SFAS 144"), "Accounting for the Impairment or Disposal of
Long-Lived Assets", which is effective for the Company's fiscal year beginning
March 3, 2002. SFAS 144 addresses the financial accounting and reporting for the
impairment or disposal of long-lived assets. The Company is currently assessing,
but has not yet determined, the impact of SFAS 144 on its financial position and
results of operations.

7.       SUBSEQUENT EVENT

         The Agreement and Plan of Share Exchange with PF Management, Inc. that
was approved by the Board of Directors on April 26, 2001 was amended on
December 20, 2001 and provides for an increase in the exchange price to be paid
in the management buyout from $1.21 to $2.50 per share.


                                       11
<PAGE>


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS


RESULTS OF OPERATIONS


Third Quarter 2002 Compared to Third Quarter 2001


         Revenues. Revenues increased by $9.3 million, or 15.9%, due to
increases in demand in core customer channels.


         Cost of goods sold. Cost of goods sold increased by $6.6 million, or
17.1%. As a percentage of revenues, cost of goods sold increased from 66.0% to
66.6%. This increase primarily was due to an increase in raw material prices and
a change in product mix to lower margin products, offset by improved production
efficiencies.


         Selling, general and administrative. Selling, general and
administrative expenses increased by $0.6 million, or 4.1%, primarily due to an
increase in sales. As a percentage of revenues, selling, general and
administrative expenses decreased from 26.3% to 23.6%, primarily due to cost
reduction initiatives in fiscal 2002.


         Depreciation and amortization. Depreciation and amortization expense
remained constant at $1.5 million for both fiscal quarters.


         Other expense, net. Net other expense remained constant at $3.3 million
(see --- "Liquidity and Capital Resources" below).


         Income tax benefit (provision). The provision for income taxes for the
third quarter 2002 represents the effects of permanent differences, which were
incurred during the third quarter. The provision for income taxes for the third
quarter 2001 represents the change in estimated tax credits from prior periods,
which were recognized in connection with the completion of prior period income
tax returns, combined with the effects of permanent differences, which were
incurred during third quarter 2001.


                                       12
<PAGE>


Fiscal 2002 Compared to Fiscal 2001


         Revenues. Revenues increased by $26.5 million, or 17.7%, due to
increases in demand in core customer channels.


         Cost of goods sold. Cost of goods sold increased by $18.1 million, or
18.3%. As a percentage of revenues, cost of goods sold increased from 65.9% to
66.2%. This increase primarily was due to an increase in raw material prices and
a change in product mix to lower margin products, offset by improved production
efficiencies.


         Selling, general and administrative. Selling, general and
administrative expenses increased by $4.5 million, or 11.1%, primarily due to an
increase in sales. As a percentage of revenues, selling, general and
administrative expenses decreased from 27.2% to 25.7%, primarily due to cost
reduction initiatives in fiscal 2002.


         Depreciation and amortization. Depreciation and amortization expense
remained constant at $4.7 million for both fiscal year-to-date periods.


         Other expense, net. Net other expense remained constant at $9.8 million
(see --- "Liquidity and Capital Resources" below).


         Income tax benefit. The effective tax rate for fiscal 2002 was 50.0%,
as compared to 31.6% for fiscal 2001. The higher rate in fiscal 2002 was due to
the effects of permanent differences.


                                       13
<PAGE>


LIQUIDITY AND CAPITAL RESOURCES

         Net cash provided by (used in) operating activities was $6.4 million
for fiscal 2002, compared to ($2.6) million for fiscal 2001. The primary
components of net cash provided by operating activities for fiscal 2002 were:
1) a decrease in net loss from $3.3 million in fiscal 2001 to $.1 million in
fiscal 2002; 2) an increase in trade accounts payable and other accrued
liabilities of $3.2 million and 3) a decrease in inventory of $.4 million;
offset by 4) an increase in accounts receivable of $1.2 million and 5) an
increase in other non-current assets of $.5 million.

         Net cash used in investing activities was $3.6 million for fiscal 2002,
compared to $1.5 million for fiscal 2001, primarily due to an increase in
capital expenditures in fiscal 2002.

         Net cash provided by (used in) financing activities was ($0.1) million
for fiscal 2002, compared to $1.4 million for fiscal 2001. The decrease in cash
provided by financing activities was primarily due to a decrease in borrowings
under the revolving credit facility in fiscal 2002 compared to fiscal 2001.

         The Company has a $25 million revolving credit facility, expiring in
May 2003, under which it may borrow up to an amount (including standby letters
of credit up to $5 million) equal to the lesser of $25 million less required
minimum availability or a borrowing base (comprised of eligible accounts
receivable and inventory). Funds available under this facility are available for
working capital requirements, permitted investments and general corporate
purposes. Borrowings under the facility bear interest at floating rates based
upon the interest rate option selected from time to time by the Company and are
secured by a first-priority security interest in substantially all of the
accounts receivable and inventory of the Company. In addition, the Company is
required to satisfy certain financial covenants regarding net worth, cash flow
and restricted payments, including limitations on dividend payments.

         Management currently is engaged in discussions with the bank party to
this facility regarding a variety of issues:

         o        a request to increase borrowing availability under the
                  facility;

         o        a request for a capital-expenditures line of credit; and

         o        a request that the bank consent to certain related party
                  transactions.

         With respect to the related party transactions, the Company believes
that it was in compliance with its covenants under the revolving credit facility
at December 1, 2001 and has requested the bank's consent to expected fourth
quarter 2002 payments. Discussions are continuing. At December 1, 2001, the
Company had cash and cash equivalents totaling $4.6 million. At that date the
Company also had approximately $20.9 million of borrowing availability under the
existing revolving credit facility, with no outstanding borrowings.

         The Company has budgeted approximately $1.1 million for capital
expenditures for the remainder of fiscal 2002. These expenditures are devoted to
routine capital improvements and miscellaneous items and should be sufficient to
maintain current operating capacity. Expected cash flow from operating
activities coupled with the Company's ability to enter into capital or operating
leases should be adequate, the Company believes, to finance these expenditures.

         If the Company continues its historical revenue growth trend, however,
then it will need to raise additional funds for investment in various plant
expansion projects to provide additional operating capacity with which to
satisfy the increased demand. The Company believes that the cash requirements
for these plant expansion projects would need to be met either by restructuring
the Company's outstanding long-term debt or by other means such as increased
borrowing availability under a revolving credit facility, the issuance of
industrial revenue bonds or equity investment. The incurrence of additional
long-term debt is governed and restricted by the Company's existing debt
instruments. Furthermore, there can be no assurance that additional long-term
financing will be available on advantageous (or any) terms when needed by the
Company.

         The Company does anticipate continued sales growth in key market
niches. As noted above, this growth will require capital expenditures to
increase capacity. Sales growth, improved operating performance and expanded
capacity - none of which is assured - will be necessary for the Company to
continue to service its debt.



                                       14
<PAGE>

SEASONALITY

         Except for sales to school districts, which represent approximately 26%
of total sales and which decline during the early spring and summer and early
January, there is no significant seasonal variation in sales.

MANAGEMENT BUYOUT

         On April 26, 2001, the Company signed a definitive exchange agreement
documenting a management buyout proposal by PF Management, Inc. ("PF
Management"). In July, the Special Committee of the Board of Directors of the
Company received a competing proposal from William E. Simon & Sons ("Simon") and
Triton Partners ("Triton") in which Simon and Triton proposed to commence a
tender offer to purchase the Company's common stock for $2.50 per share, subject
to certain conditions. The Special Committee was considering the Simon and
Triton proposal in light of the exchange agreement and other factors when the
Company was contacted in August by counsel to an Ad Hoc Committee of holders of
the Company's 10-3/4% Senior Notes Due 2006 who stated that the members of the
Ad Hoc Committee, collectively owning at least $90 million in aggregate
principal amount of the Senior Notes, were interested in negotiating with the
Company to restructure the Company's debt and equity capital. The Special
Committee and the Board of Directors decided that the Company should pursue
these negotiations.

         In October, the Company presented a restructuring proposal to the Ad
Hoc Committee, along with various "due diligence" materials requested by the
legal and financial advisors to the Ad Hoc Committee. The Company requested that
the Ad Hoc Committee respond to the Company's proposal with a counterproposal by
November 16. The Company did not receive a counterproposal from the Ad Hoc
Committee by that date, and therefore the Company terminated formal negotiations
with the Ad Hoc Committee. A counterproposal was eventually received by the
Company on December 12, but was rejected as unacceptable.

         On December 13, Simon entered into an agreement with PF Management,
guaranteed by the Company, whereby Simon agreed to assist PF Management in
completing the management buyout and possible subsequent restructurings of PF
Management and the Company. Commensurate with the signing of this agreement,
Simon withdrew its offer made in July with Triton. Following the signing of this
agreement, PF Management and the Company entered into an amendment of the
definitive exchange agreement. The amendment, dated December 20, 2001, provides
for an increase in the exchange price to be paid in the management buyout from
$1.21 to $2.50 per share.

         The Company is currently revising its previously-filed preliminary
proxy statement in preparation for a special meeting of the shareholders to
consider the management buyout proposal.


                                       15
<PAGE>

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         As discussed in its annual report for the fiscal year ended March 3,
2001, the Company is exposed to market risks stemming from changes in interest
rates, foreign exchange rates and commodity prices. Changes in these factors
could cause fluctuations in the Company's financial condition, results of
operations and cash flows. The Company owned no derivative financial instruments
or nonderivative financial instruments held for trading purposes at December 1,
2001 or March 3, 2001. Certain of the Company's outstanding nonderivative
financial instruments at December 1, 2001 are subject to interest rate risk, but
not subject to foreign currency or commodity price risk.

         The Company's major market risk exposure is potential loss arising from
changing interest rates and its impact on long-term debt. The Company's policy
is to manage interest rate risk by maintaining a combination of fixed and
variable rate financial instruments in amounts and with maturities that
management considers appropriate. The risks associated with long-term debt at
December 1, 2001 have not changed materially since March 3, 2001. All long-term
debt outstanding at December 1, 2001, comprised of $115.0 million of Senior
Notes, was accruing interest at fixed rates. In the future, should the Company
borrow funds under its existing credit facility or other long-term financing
sources, a rise in prevailing interest rates could have adverse effects on the
Company's financial condition and results of operations.


CAUTIONARY STATEMENT AS TO FORWARD LOOKING INFORMATION

         Certain statements made in this document are "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. Forward-looking statements involve risks and uncertainties that may
cause actual results to differ materially from expected results. As detailed in
Exhibit 99.1 to the Company's Annual Report on Form 10-K for the fiscal year
ended March 3, 2001, with respect to the Company these risks and uncertainties
include: substantial leverage and insufficient cash flow from operations;
restrictions imposed by the Company's debt instruments; management control;
factors inhibiting takeover; limited secondary market for common stock; price
volatility; restrictions on payment of dividends; competitive considerations;
government regulation; general risks of the food industry; adverse changes in
food costs and availability of supplies; dependence on key personnel; potential
labor disruptions; and the effects of the pending management buyout. This list
of risks and uncertainties is not exhaustive. Also, new risk factors emerge over
time. Investors should not place undue reliance on the predictive value of
forward-looking statements.


                                       16
<PAGE>

                           PART II. OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K


         (a)      Exhibits

                  See the Index to Exhibits provided elsewhere in this report.

         (b)      Reports on Form 8-K


                  The Company announced under cover of Schedule 14D-9 on
                  November 28, 2001, that it had terminated formal negotiations
                  with an Ad Hoc Committee of the Company's noteholders.

                  The Company announced under cover of Schedule 14D-9 on
                  December 14, 2001, that it had considered and rejected a
                  restructuring counterproposal received by the Company from an
                  Ad Hoc Committee of the Company's noteholders, and that it had
                  guaranteed PF Management, Inc.'s obligations under an
                  agreement between PF Management, Inc. and William E. Simon &
                  Sons, LLC.

                  A press release was issued and filed under cover of Schedule
                  14A on December 21, 2001, announcing the Company's execution
                  of an amended definitive agreement and plan of share exchange
                  with PF Management, Inc.


                                       17
<PAGE>

                                   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.

                                    PIERRE FOODS, INC.




Date: January 15, 2002              By:    /s/ Norbert E. Woodhams
      ----------------                 ---------------------------------------
                                                 Norbert E. Woodhams
                                        President and Chief Executive Officer
                                           (Principal Executive Officer)




Date: January 15, 2002              By:    /s/ Pamela M. Witters
      ----------------                 ---------------------------------------
                                                  Pamela M. Witters
                                               Chief Financial Officer
                                            (Principal Financial Officer)


                                       18
<PAGE>

                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
Exhibit No.                           Description
-----------                           -----------
<S>      <C>

3.1      Restated Articles of Incorporation of the Company (incorporated by
         reference to Exhibit 3.1 to the Company's Registration Statement on
         Form S-4 (No. 333-58711))

3.2      Bylaws of the Company (incorporated by reference to Exhibit 3.4 to the
         Company's Annual Report on Form 10-K for its fiscal year ended February
         27, 1998)

4.1      Note Purchase Agreement, dated June 4, 1998, among the Company, the
         Guarantors and the Initial Purchasers (incorporated by reference to
         Exhibit 4.1 to the Company's Current Report on Form 8-K filed with the
         SEC on June 24, 1998)

4.2      Indenture, dated as of June 9, 1998, among the Company, certain
         Guarantors and State Street Bank and Trust Company, Trustee
         (incorporated by reference to Exhibit 4.2 to the Company's Current
         Report on Form 8-K filed with the SEC on June 24, 1998)

4.3      Registration Rights Agreement, dated June 9, 1998, among the Company,
         certain Guarantors and certain Initial Purchasers (incorporated by
         reference to Exhibit 4.3 to the Company's Current Report on Form 8-K
         filed with the SEC on June 24, 1998, and incorporated herein by
         reference)

4.4      Form of Initial Global Note (included as Exhibit A to Exhibit 4.2 to
         the Company's Current Report on Form 8-K filed with the SEC on June 24,
         1998, and incorporated herein by reference)

4.5      Form of Initial Certificated Note (included as Exhibit B to Exhibit 4.2
         to the Company's Current Report on Form 8-K filed with the SEC on June
         24, 1998, and incorporated herein by reference)

4.6      Form of Exchange Global Note (included as Exhibit C to Exhibit 4.2 to
         the Company's Current Report on Form 8-K filed with the SEC on June 24,
         1998, and incorporated herein by reference)

4.7      Form of Exchange Certificated Note (included as Exhibit D to Exhibit
         4.2 to the Company's Current Report on Form 8-K filed with the SEC on
         June 24, 1998, and incorporated herein by reference)

4.8      First Supplemental Indenture, dated as of September 5, 1998, among the
         Company, State Street Bank and Trust Company, Trustee, and Pierre
         Leasing, LLC (incorporated by reference to Exhibit 4.8 to Pre-Effective
         Amendment No. 1 to the Company's Registration Statement on Form S-4
         (No. 333-58711))

4.9      Second Supplemental Indenture dated as of February 26, 1999, among the
         Company, State Street Bank and Trust Comp any, Trustee, and Fresh Foods
         Restaurant Group, LLC (incorporated by reference to Exhibit 4.9 to the
         Company's Quarterly Report on Form 10-Q for its fiscal quarter ended
         December 4, 1999)

4.10     Third Supplemental Indenture dated as of October 8, 1999, between the
         Company and State Street Bank and Trust Company, Trustee (incorporated
         by reference to Exhibit 4.10 to the Company's Quarterly Report on Form
         10-Q for its fiscal quarter ended December 4, 1999)

10.1     Cancellation and Termination on September 3, 2001, of Amended and
         Restated Management Services Agreement dated as of December 17, 1999,
         by and between Pierre Foods, Inc. and PF Management, Inc. (the
         successor by assignment from HERTH Management, Inc.)

10.2     Employment Agreement dated as of September 3, 2001, by and between
         Pierre Foods, Inc. and James C. Richardson, Jr.

10.3     Employment Agreement dated as of September 3, 2001, by and between
         Pierre Foods, Inc. and David R. Clark

10.4     Purchasing Agent Agreement dated as of September 3, 2001, by and
         between Pierre Foods, Inc. and PF Purchasing, LLC
</TABLE>


                                       19
<PAGE>


<TABLE>
<S>      <C>

10.5     Engagement Letter dated December 13, 2001, between PF Management, Inc.
         and William E. Simon & Sons, LLC (performance by PF Management, Inc.
         guaranteed by Pierre Foods, Inc.)

10.6     Amendment No. 2 to Agreement and Plan of Share Exchange dated as of
         December 20, 2001, by and among Pierre Foods, Inc., PF Management,
         Inc., James C. Richardson, Jr. and David R. Clark (incorporated by
         reference to Schedule 13E-3/A, Amendment No. 8 filed by Pierre Foods,
         Inc. pursuant to Section 13(e) on December 21, 2001)
</TABLE>

              The Company hereby agrees to provide to the Commission, upon
request, copies of long-term debt instruments omitted from this report pursuant
to Item 601(b)(4)(iii)(A) of Regulation S-K under the Securities Act.



                                       20