<PAGE>



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

                                    FORM 10-Q


(Mark One)

[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934
         FOR THE PERIOD ENDED DECEMBER 31, 2000
                              -----------------

                                       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       333-66221
                                   -------------------------

<TABLE>
<S>                                                                  <C>

                   R.A.B. HOLDINGS, INC.                                              R.A.B. ENTERPRISES, INC.
-------------------------------------------------------------        ----------------------------------------------------------
(Exact name of registrant as specified in its charter)               (Exact name of registrant as specified in its charter)


                          DELAWARE                                                          DELAWARE
-------------------------------------------------------------       -----------------------------------------------------------
              (State or other jurisdiction of                                     (State or other jurisdiction of
               incorporation or organization)                                     incorporation or organization)


                         13-3893246                                                         13-3988873
-------------------------------------------------------------       -----------------------------------------------------------
            (I.R.S. Employer identification No.)                               (I.R.S. Employer identification No.)


444 Madison Avenue, New York, New York                                                        10022
-------------------------------------------------------------------------------------------------------------------------------
      (Address of principal executive offices)                                              (Zip Code)


Registrant's telephone number, including area code (212) 688-4500
                                                  ---------------

                                                         N/A
-------------------------------------------------------------------------------------------------------------------------------
                 (Former name, former address and former fiscal year, if changed since last report)
</TABLE>


         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 (2) has
         been subject to such filing requirements for the past 90 days.

                      Yes    X                No
                          --------               --------



<PAGE>



                     R.A.B. HOLDINGS, INC. AND SUBSIDIARIES
                    R.A.B. ENTERPRISES, INC. AND SUBSIDIARIES

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

                                                                                      Page
                                                                                      Number
                                                                                      ------
<S>           <C>                                                                     <C>
PART I.       FINANCIAL INFORMATION

  Item 1.     Financial Statements


              Condensed Consolidated Balance Sheets - December 31, 2000 and
               March 31, 2000                                                           1

              Condensed Consolidated Statements of Operations - Three months ended
               December 31, 2000 and 1999                                               2

              Condensed Consolidated Statements of Operations - Nine months ended
               December 31, 2000 and 1999                                               3

              Condensed Consolidated Statements of Cash Flows - Nine months ended
               December 31, 2000 and 1999                                               4

              Notes to Condensed Consolidated Financial Statements                      5-9


  Item 2.     Management's Discussion and Analysis of Financial Condition and
               Results of Operations                                                    10-13

  Item 3.     Quantitative and Qualitative Disclosures About Market Risk                14

PART II.      OTHER INFORMATION

  Item 6.     Exhibits and Reports on Form 8-K                                          15

SIGNATURES                                                                              16

</TABLE>

<PAGE>

PART 1.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

R.A.B. HOLDINGS, INC. AND SUBSIDIARIES
R.A.B. ENTERPRISES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands except for share and per share data)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                         December 31, 2000           March 31, 2000
                                                                     --------------------------  --------------------------
                                                                      Holdings      Enterprises   Holdings     Enterprises
                                                                     ------------  ------------  ------------  ------------
<S>                                                                   <C>           <C>           <C>           <C>
                               ASSETS

Current assets:
  Cash                                                               $   2,509      $   2,505    $   4,637      $   4,618
  Accounts receivable                                                   47,409         47,409       54,985         54,985
  Inventories                                                           88,952         88,952       65,286         65,286
  Restricted investments                                                 1,606             --        3,145             --
  Other current assets                                                  11,716          9,508        5,757          6,805
                                                                     ---------      ---------    ---------      ---------
          Total current assets                                         152,192        148,374      133,810        131,694
                                                                     ---------      ---------    ---------      ---------
Noncurrent assets:
  Restricted investments                                                    --             --        1,582             --
  Other assets                                                          12,569         15,203       13,158         12,178
                                                                     ---------      ---------    ---------      ---------
          Total noncurrent assets                                       12,569         15,203       14,740         12,178
Property, plant and equipment, net                                      36,270         36,270       37,199         37,199
Intangibles, net                                                       119,133        119,133      104,259        104,259
                                                                     ---------      ---------    ---------      ---------

Total assets                                                         $ 320,164      $ 318,980    $ 290,008      $ 285,330
                                                                     =========      =========    =========      =========

                LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Current maturities of long-term debt                               $   1,866      $   1,866    $   1,946      $   1,946
  Accounts payable                                                      60,903         60,903       50,581         50,581
  Other current liabilities                                             24,758         24,226       26,734         24,101
                                                                     ---------      ---------    ---------      ---------
          Total current liabilities                                     87,527         86,995       79,261         76,628
                                                                     ---------      ---------    ---------      ---------
Noncurrent liabilities:
  Long-term debt                                                       195,904        170,904      168,143        143,143
  Other liabilities                                                     22,969         22,969       23,856         23,856
                                                                     ---------      ---------    ---------      ---------
          Total noncurrent liabilities                                 218,873        193,873      191,999        166,999
Stockholders' equity:
  Preferred stock, $500 par value, 100,000 shares authorized,
    24,875 shares of Series A issued and outstanding                    12,344             --       12,344             --
    1,000 shares of Series B issued and outstanding                        500             --          500             --
  Common stock, $.01 and $1.00 par value, 1,000,000 shares
    and 200 shares authorized, issued 105,100 shares and
    200 shares, respectively                                                 1             --            1             --
  Additional paid-in capital                                               476         39,482          428         39,482
  Retained earnings (deficit)                                              168         (1,645)       5,317          2,062
  Accumulated other comprehensive income                                   275            275          159            159
                                                                     ---------      ---------    ---------      ---------
                                                                        13,764         38,112       18,749         41,703
  Less common stock in treasury - 300 shares and
    700 shares, respectively                                                --             --            1             --
                                                                     ---------      ---------    ---------      ---------
          Total stockholders' equity                                    13,764         38,112       18,748         41,703
                                                                     ---------      ---------    ---------      ---------

Total liabilities and stockholders' equity                           $ 320,164      $ 318,980    $ 290,008      $ 285,330
                                                                     =========      =========    =========      =========
</TABLE>


            See notes to Condensed Consolidated Financial Statements


                                      -1-

<PAGE>

R.A.B. HOLDINGS, INC. AND SUBSIDIARIES
R.A.B. ENTERPRISES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                          Three Months Ended          Three Months Ended
                                                                           December 31, 2000           December 31, 1999
                                                                      --------------------------  --------------------------
                                                                        Holdings     Enterprises    Holdings    Enterprises
                                                                      ------------  ------------  ------------  ------------

<S>                                                                     <C>           <C>          <C>           <C>
Revenues                                                                $ 172,579     $ 172,579    $ 145,852     $ 145,852

Costs and expenses:
       Cost of sales                                                      131,879       131,879      113,055       113,055
       Selling                                                             14,764        14,764       12,008        12,008
       Distribution and warehousing                                        15,373        15,373       11,712        11,712
       General and administrative                                           7,761         7,735        6,076         6,063
       Amortization of intangibles                                          1,031         1,031          759           759
                                                                        ---------     ---------    ---------     ---------

                   Total costs and expenses                               170,808       170,782      143,610       143,597
                                                                        ---------     ---------    ---------     ---------


Operating income                                                            1,771         1,797        2,242         2,255

Interest expense, net                                                       5,279         4,475        4,751         3,985
                                                                        ---------     ---------    ---------     ---------


Loss before benefit for income taxes                                       (3,508)       (2,678)      (2,509)       (1,730)

Benefit for income taxes                                                   (1,290)         (971)        (839)         (530)
                                                                        ---------     ---------    ---------     ---------


Net loss                                                                $  (2,218)    $  (1,707)   $  (1,670)    $  (1,200)
                                                                        =========     =========    =========     =========
</TABLE>

















            See notes to Condensed Consolidated Financial Statements


                                      -2-

<PAGE>



R.A.B. HOLDINGS, INC. AND SUBSIDIARIES
R.A.B. ENTERPRISES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                           Nine Months Ended           Nine Months Ended
                                                                           December 31, 2000           December 31, 1999
                                                                      --------------------------  --------------------------
                                                                        Holdings     Enterprises    Holdings    Enterprises
                                                                      ------------  ------------  ------------  ------------

<S>                                                                      <C>          <C>           <C>          <C>
Revenues                                                                 $ 484,559    $ 484,559     $ 415,959    $ 415,913

Costs and expenses:
       Cost of sales                                                       368,202      368,202       323,628      323,628
       Selling                                                              44,336       44,336        34,786       34,786
       Distribution and warehousing                                         44,819       44,819        33,204       33,204
       General and administrative                                           22,411       22,378        18,187       18,168
       Amortization of intangibles                                           3,010        3,010         2,278        2,278
                                                                         ---------    ---------     ---------    ---------

                   Total costs and expenses                                482,778      482,745       412,083      412,064
                                                                         ---------    ---------     ---------    ---------


Operating income                                                             1,781        1,814         3,876        3,849

Interest expense, net                                                       14,961       12,608        14,158       11,841
                                                                         ---------    ---------     ---------    ---------


Loss before benefit for income taxes and
       extraordinary item                                                  (13,180)     (10,794)      (10,282)      (7,992)

Benefit for income taxes                                                    (4,837)      (3,893)       (3,717)      (2,812)
                                                                         ---------    ---------     ---------    ---------


Loss before extraordinary item                                              (8,343)      (6,901)       (6,565)      (5,180)

Extraordinary gain on early extinguishment of debt,
       net of income taxes of $2.1 million at December 31, 2000 and
       $8.4 million and $3.1 million at December 31, 1999, respectively      3,194        3,194        12,914        4,742
                                                                         ---------    ---------     ---------    ---------

Net (loss) income                                                        $  (5,149)   $  (3,707)    $   6,349    $    (438)
                                                                         =========    =========     =========    =========

</TABLE>


















            See notes to Condensed Consolidated Financial Statements

                                      -3-

<PAGE>



R.A.B. HOLDINGS, INC. AND SUBSIDIARIES
R.A.B. ENTERPRISES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                        Nine Months Ended            Nine Months Ended
                                                                        December 31, 2000            December 31, 1999
                                                                    --------------------------   --------------------------
                                                                     Holdings      Enterprises    Holdings     Enterprises
                                                                    ------------  ------------   ------------  ------------

<S>                                                                  <C>          <C>            <C>            <C>
Cash flows from operating activities:
  Net (loss) income                                                  $ (5,149)    $ (3,707)      $  6,349       $   (438)
  Adjustments to reconcile net (loss) income to net
    cash used in operating activities:
      Extraordinary gain on early extinguishment of debt,
        net of income taxes                                            (3,194)      (3,194)       (12,914)        (4,742)
      Depreciation and amortization                                     8,224        8,144          7,156          7,048
  Changes in assets and liabilities:
      Accounts receivable                                              16,008       16,008         14,855         14,855
      Inventories                                                     (18,876)     (18,876)       (10,785)       (10,785)
      Accounts payable                                                  2,345        2,345         (7,695)        (7,695)
      Other assets and liabilities                                    (14,020)     (12,068)       (11,020)        (7,790)
                                                                     --------     --------       --------       --------

Net cash used in operating activities                                 (14,662)     (11,348)       (14,054)        (9,547)
                                                                     --------     --------       --------       --------

Cash flows from investing activities:
  Purchase of Miller Buckeye Biscuit Company, Inc.,
    net of cash acquired                                              (17,588)     (17,588)            --             --
  Purchase of Guiltless Gourmet,  Inc.
    net of cash acquired                                               (4,870)      (4,870)            --             --
  Acquisitions of plant and equipment                                  (1,819)      (1,819)        (2,728)        (2,728)
                                                                     --------     --------       --------       --------

Net cash used in investing activities                                 (24,277)     (24,277)        (2,728)        (2,728)
                                                                     --------     --------       --------       --------

Cash flows from financing activities:
  Purchase of senior notes                                            (12,979)     (12,979)       (21,016)       (12,266)
  Payments from Interest Escrow Account                                 3,250           --         10,247             --
  Proceeds from issuance of preferred stock                                --           --          3,000             --
  Borrowings under Credit Agreement                                    46,491       46,491         27,214         27,214
  Proceeds from issuance of common stock                                   49           --             27             --
                                                                     --------     --------       --------       --------

Net cash provided by financing activities                              36,811       33,512         19,472         14,948
                                                                     --------     --------       --------       --------

Net (decrease) increase in cash                                        (2,128)      (2,113)         2,690          2,673

Cash, beginning of period                                               4,637        4,618          2,088          2,078
                                                                     --------     --------       --------       --------

Cash, end of period                                                  $  2,509     $  2,505       $  4,778       $  4,751
                                                                     ========     ========       ========       ========

Supplemental disclosures of cash flow information:
  Cash paid during the period for:
    Interest                                                         $ 17,774     $ 14,524       $ 18,526       $ 13,972
    Income taxes                                                     $  4,309     $    440       $    571       $    170

</TABLE>


           See notes to Condensed Consolidated Financial Statements

                                      -4-



<PAGE>


                     R.A.B. HOLDINGS, INC. AND SUBSIDIARIES
                    R.A.B. ENTERPRISES, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

NOTE A - Basis of Presentation

The condensed consolidated financial statements include the accounts of R.A.B.
Holdings, Inc. ("Holdings") and its wholly-owned subsidiary, R.A.B. Enterprises,
Inc. ("Enterprises") and its wholly-owned subsidiaries (collectively, the
"Company"). Holdings is a holding company with no substantial assets or
operations other than its investment in Enterprises. Enterprises is a holding
company with no substantial assets or operations other than its investments in
Millbrook Distribution Services Inc. ("Millbrook") and The B. Manischewitz
Company, LLC ("Manischewitz").

These condensed consolidated financial statements should be read in conjunction
with the Company's consolidated financial statements as of March 31, 2000 and
1999 contained in the Company's Form 10-K filed with the Securities and Exchange
Commission. The information related to March 31, 2000 contained herein has been
derived from the Company's audited consolidated financial statements. Certain
reclassifications have been made in the prior year financial statements to
conform with the current year presentation.

On November 1, 2000, Manischewitz acquired substantially all of the assets and
operations of Guiltless Gourmet, Inc. ("Guiltless") for a purchase price of
approximately $5.0 million, including transaction costs. The acquisition, which
was funded through borrowings under the Company's Credit Agreement, was
accounted for as a purchase. Accordingly, the purchase price was allocated to
the assets purchased and liabilities assumed based upon their estimated fair
values at the date of acquisition, utilizing preliminary allocations of purchase
price which are subject to further refinement and adjustment, including
appraisals and other valuation analyses. The excess of cost over the fair value
of net assets acquired represents goodwill which, when finalized, will be
amortized in a straight-line basis over its estimated useful life.

On April 17, 2000, Millbrook acquired substantially all of the assets and
operations of the Miller Buckeye Biscuit Company, Inc. ("Miller Buckeye") for a
purchase price of approximately $17.6 million, including transaction costs. The
acquisition, which was funded through borrowings under the Company's Credit
Agreement, was accounted for as a purchase. Accordingly, the purchase price was
allocated to the assets purchased and liabilities assumed based upon their
estimated fair values at the date of acquisition, utilizing preliminary
allocations of purchase price which are subject to further refinement and
adjustment, including appraisals and other valuation analyses. The excess of
cost over the fair value of net assets acquired represents goodwill, which is
being amortized on a straight-line basis over twenty years.

On January 31, 2000, Millbrook acquired certain of the assets and operations of
I. Epstein & Sons, Inc. ("Epstein") for a purchase price of approximately $15.4
million, including transaction costs. Epstein was a full service distributor of
kosher and specialty food products, including its Season brand of canned fish,
vegetables and other specialty food products. Concurrent with the acquisition,
the management and ownership of the Season brand was assumed by the Company's
Manischewitz subsidiary. Pro forma historical operating results reflecting the
Guiltless, Miller Buckeye and Epstein acquisitions have not been included herein
as the impact of these acquisitions was not considered significant on a
consolidated basis.


                                      -5-

<PAGE>

                     R.A.B. HOLDINGS, INC. AND SUBSIDIARIES
                    R.A.B. ENTERPRISES, INC. AND SUBSIDIARIES

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
--------------------------------------------------------------------------------

NOTE A - Basis of Presentation (Continued)
        ----------------------

On May 1, 1998, Enterprises acquired all of the outstanding interests of
Manischewitz for approximately $126.2 million through the issuance of $120
million Senior Notes due 2005 bearing interest at 10.5% ("10.5% Notes") and the
issuance by Holdings of $48 million Senior Notes due 2008 bearing interest at
13% ("13% Notes"). The 10.5% Notes are fully and unconditionally guaranteed on a
joint and several basis by Millbrook and Manischewitz. Accordingly, as the
combined financial statements of the subsidiaries guaranteeing the 10.5% Notes
are substantially equivalent to the consolidated financial statements of
Enterprises, no separate financial statements of Millbrook and Manischewitz are
presented since management has determined that such information is not material.

The 13% Notes pay interest for the first three years, semi-annually from an
interest escrow account which was established upon their issuance. The interest
escrow account consists of treasury securities which have been accounted for as
held to maturity and are classified on the condensed consolidated balance sheets
as Restricted investments. These Restricted investments, which mature November 1
and May 1 during each of the first three years the 13% Notes are outstanding,
may only be used to pay the semi-annual interest due.

All significant intercompany transactions and balances are eliminated in
consolidation. The results of operations for any interim period are not
necessarily indicative of the results to be expected for the full fiscal year.
In the opinion of management, the accompanying unaudited condensed consolidated
financial statements contain all adjustments necessary to present fairly the
financial position of the Company as of December 31, 2000, and the results of
operations and cash flows for the periods ended December 31, 2000 and 1999.

NOTE B - Inventories

Inventories are valued at the lower of cost or market. Cost is determined by the
last-in, first-out ("LIFO") method. Inventories consisted of the following (in
thousands):

                              December 31,       March 31,
                                  2000              2000
                                -------           -------
            Raw materials       $ 1,560           $ 1,815
            Finished goods       87,392            63,471
                                -------           -------
                                $88,952           $65,286
                                =======           =======





                                      -6-
<PAGE>


                     R.A.B. HOLDINGS, INC. AND SUBSIDIARIES
                    R.A.B. ENTERPRISES, INC. AND SUBSIDIARIES

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
--------------------------------------------------------------------------------


NOTE C - Related Party Transactions
         --------------------------

For the three month periods ended December 31, 2000 and 1999, the Company paid
$502,500 and $405,000, respectively, and for the nine month periods ended
December 31, 2000 and 1999, the Company paid $1,507,500 and $1,200,000,
respectively to an affiliated entity for management fees, reasonable services
provided and expenses incurred on its behalf.

NOTE D - Revenues
         --------

Revenues for the nine months ended December 31, 2000 include other income from
the sale of land in Israel of approximately $700,000.

NOTE E - Comprehensive Income (Loss)
         ---------------------------

For the three month periods ended December 31, 2000 and 1999, Holdings' and
Enterprises' comprehensive income (loss) was ($2,090,000) and ($1,579,000) and
($1,693,000) and $(1,223,000), respectively, and for the nine month periods
ended December 31, 2000 and 1999, Holdings' and Enterprises' comprehensive
income (loss) was ($5,033,000) and ($3,591,000) and $6,280,000 and ($507,000),
respectively.












                                      -7-
<PAGE>


                     R.A.B. HOLDINGS, INC. AND SUBSIDIARIES
                    R.A.B. ENTERPRISES, INC. AND SUBSIDIARIES

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
--------------------------------------------------------------------------------

NOTE F - Segment Reporting

The following information is presented in accordance with SFAS No. 131,
"Disclosures about Segments of an Enterprise and Related Information", which
established standards for reporting information about operating segments in the
Company's interim financial statements. The Corporate items for the three months
ended December 31, 2000 include an adjustment to the second quarter's
intercompany sales elimination.

<TABLE>
<CAPTION>
For the three month
period ended December 31,                              2000                           1999
                                           -----------------------------  -----------------------------
                                              Holdings      Enterprises      Holdings      Enterprises
                                           -------------  --------------  --------------  -------------
<S>                                          <C>             <C>             <C>             <C>
Revenues
     Millbrook ..........................    $ 159,838       $ 159,838       $ 138,946       $ 138,946
     Manischewitz .......................       11,051          11,051           7,544           7,544
                                             ---------       ---------       ---------       ---------
          Total segment revenues ........      170,889         170,889         146,490         146,490
     Corporate items, principally
          the elimination of
          intercompany sales ............        1,690           1,690            (638)           (638)
                                             ---------       ---------       ---------       ---------
                                             $ 172,579       $ 172,579       $ 145,852       $ 145,852
                                             =========       =========       =========       =========
Operating income
     Millbrook ..........................    $   4,093       $   4,093       $   3,646       $   3,646
     Manischewitz .......................        1,186           1,186           1,349           1,349
                                             ---------       ---------       ---------       ---------
          Total segment operating
               income ...................        5,279           5,279           4,995           4,995
     Corporate items and
          eliminations ..................       (3,508)         (3,482)         (2,753)         (2,740)
                                             ---------       ---------       ---------       ---------
                                             $   1,771       $   1,797       $   2,242       $   2,255
                                             =========       =========       =========       =========
</TABLE>


<TABLE>
<CAPTION>
For the nine month
period ended December 31,                              2000                           1999
                                           -----------------------------  -----------------------------
                                             Holdings      Enterprises      Holdings      Enterprises
                                           -------------  --------------  --------------  -------------
<S>                                          <C>             <C>             <C>             <C>
Revenues
     Millbrook ..........................    $ 462,937       $ 462,937       $ 397,749       $ 397,749
     Manischewitz .......................       26,592          26,592          19,344          19,344
                                             ---------       ---------       ---------       ---------
          Total segment revenues ........      489,529         489,529         417,093         417,093
     Corporate items, principally
          the elimination of
          intercompany sales ............       (4,970)         (4,970)         (1,134)         (1,180)
                                             ---------       ---------       ---------       ---------
                                             $ 484,559       $ 484,559       $ 415,959       $ 415,913
                                             =========       =========       =========       =========
Operating income
     Millbrook ..........................    $   9,027       $   9,027       $   9,019       $   9,019
     Manischewitz .......................        2,099           2,099           2,158           2,158
                                             ---------       ---------       ---------       ---------
          Total segment operating
               income ...................       11,126          11,126          11,177          11,177
     Corporate items and
          eliminations ..................       (9,345)         (9,312)         (7,301)         (7,328)
                                             ---------       ---------       ---------       ---------
                                             $   1,781       $   1,814       $   3,876       $   3,849
                                             =========       =========       =========       =========
</TABLE>



                                      -8-

<PAGE>

                     R.A.B. HOLDINGS, INC. AND SUBSIDIARIES
                    R.A.B. ENTERPRISES, INC. AND SUBSIDIARIES

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Concluded)
--------------------------------------------------------------------------------

NOTE G - Extraordinary Item - Early Extinguishment of Debt
         -------------------------------------------------

During the nine month periods ended December 31, 2000 and 1999, Enterprises
repurchased approximately $18.8 million and $20.9 million of its outstanding
10.5% Notes resulting in a gain of approximately $3.2 million and $4.7 million,
net of income taxes of approximately $2.1 million and $3.1 million,
respectively. In addition, during the nine month period ended December 31, 1999,
the stockholders of Holdings purchased $3 million of additional preferred stock
to partially fund Holdings' repurchase of $23 million of its outstanding 13%
Notes resulting in a gain of approximately $8.2 million, net of income taxes of
approximately $5.3 million.

NOTE H - New Accounting Pronouncement
         ----------------------------

Statement of Financial Accounting Standards ("SFAS") No. 133 "Accounting for
Derivative Instruments and Hedging Activities" was issued in June 1998 and, as
amended, is effective for fiscal years beginning after June 15, 2000. SFAS No.
133 requires the recognition of all derivatives in the consolidated balance
sheet as either assets or liabilities measured at fair value. The Company will
adopt SFAS No. 133 when it becomes effective. The Company has not yet determined
the impact SFAS No. 133 will have on its financial position or results of
operations when such statement is adopted.











                                      -9-

<PAGE>


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

Revenues. Revenues for the three month period ended December 31, 2000 increased
$26.7 million or 18.3% to $172.6 million as compared to $145.9 million for the
three month period ended December 31, 1999. Revenues for the nine month period
ended December 31, 2000 increased $68.6 million or 16.5% to $484.6 million as
compared to $416.0 million for the nine month period ended December 31, 1999.
Revenues include:

         (i)    Millbrook's revenues of $159.8 million and $462.9 million for
                the three and nine month periods ended December 31, 2000 as
                compared to $138.9 million and $397.8 million for the three and
                nine month periods ended December 31, 1999;

         (ii)   Manischewitz' revenues of $11.1 million and $26.6 million for
                the three and nine month periods ended December 31, 2000 as
                compared to $7.6 million and $19.3 million for the three and
                nine month periods ended December 31, 1999; and

         (iii)  intersegment sales, which are eliminated in consolidation, of
                $1.7 million and ($4.9) million for the three and nine month
                periods ended December 31, 2000 as compared to ($0.6) million
                and ($1.1) million for the three and nine month periods ended
                December 31, 1999.

Millbrook's revenues increased $20.9 million and $65.1 million or 15.0% and
16.4% for the three and nine month periods ended December 31, 2000 as compared
to the comparable periods of the prior year. The increases in revenues for the
three and nine month periods are principally due to the following:

         (i)    distribution sales ($29.9 million and $78.4 million for the
                three and nine month periods) to new customer accounts gained as
                a result of the Epstein and Miller Buckeye acquisitions;
                partially offset by

         (ii)   decreased sales ($9.0 million and $13.3 million for the three
                and nine month periods) to certain customers as a result of
                several factors, including customer losses during the period,
                industry consolidation, significantly reduced customer
                promotional activities and customer financial difficulties, the
                aggregate of which exceeded the growth of sales to certain other
                customers.

Manischewitz' revenues increased $3.5 million and $7.3 million or 46.1% and
37.8% for the three and nine month periods ended December 31, 2000 as compared
to the comparable periods of the prior year. The increases in revenues for the
three and nine month periods are principally due to the following:

         (i)    sales of Season brand products acquired as part of the Epstein
                acquisition and sales to new customer accounts gained as a
                result of the Guiltless Gourmet acquisition in November 2000
                ($2.5 million and $6.1 million for the three and nine month
                periods);

         (ii)   a gain on the sale of land in Israel ($0.7 million for the nine
                month period ended December 31, 2000); and

         (iii)  increased sales of Manischewitz brand products ($1.0 million and
                $0.5 million for the three and nine month periods).





                                      -10-
<PAGE>


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

Gross Profit. Gross profit for the three and nine month periods ended December
31, 2000 was $40.7 million and $116.4 million as compared to $32.8 million and
$92.3 million for the three and nine month periods ended December 31, 1999, an
increase of $7.9 million and $24.1 million or 24.1% and 26.1%. As a percentage
of revenues, the gross profit margin was 23.6% and 24.0% for the three and nine
month periods ended December 31, 2000 as compared to 22.5% and 22.2% for the
three and nine month periods ended December 31, 1999.

The increases in gross profit dollars and its impact on gross profit margin for
the three and nine month periods are primarily due to the following:

         (i)    distribution sales acquired as part of the Epstein acquisition
                and additional margin dollars associated with the favorable
                shift in Millbrook's product mix from lower margin health and
                beauty care products to higher margin specialty food products
                ($0.3 million or 0.1% and $8.3 million or 1.1% for the three and
                nine month periods);

         (ii)   distribution sales acquired as part of the Miller Buckeye
                acquisition ($5.2 million or 0.3% and $13.0 million or 0.4% for
                the three and nine month periods); and

         (iii)  sales of Season brand products acquired as part of the Epstein
                acquisition and additional margin dollars associated with the
                favorable shift in Manischewitz' product mix to higher margin
                products ($2.0 million or 0.6% and $2.3 million or 0.3% for the
                three and nine month periods).

Operating Expenses. Distribution and warehousing expenses for the three and nine
month periods ended December 31, 2000 were $15.4 million and $44.8 million as
compared to $11.7 million and $33.2 million for the three and nine month periods
ended December 31, 1999. As a percentage of revenues, distribution and
warehousing expenses increased to 8.9% and 9.2% for the three and nine month
periods ended December 31, 2000 as compared to 8.0% in each of the comparable
periods of the prior year. The increases in distribution and warehousing costs
for the three and nine month periods are principally due to the following:

         (i)    the addition of the Company's new distribution facilities in
                East Brunswick, New Jersey and Youngstown, Ohio as a result of
                the Epstein and Miller Buckeye acquisitions;

         (ii)   increased compensation and related employee benefit costs due to
                a tightening labor market and resulting labor shortages at
                Millbrook's two largest distribution center locations; and

         (iii)  increased operating costs associated with Millbrook's fleet due
                to rising fuel costs.

Selling, general and administrative expenses for the three and nine month
periods ended December 31, 2000 were $22.5 million and $66.7 million, as
compared to $18.1 and $53.0 million for the three and nine month periods ended
December 31, 1999. As a percentage of revenues, selling, general and
administrative expenses increased to 13.1% and 13.8% for the three and nine
month periods ended December 31, 2000 as compared to 12.4% and 12.7% for the
comparable periods of the prior year. These increases for the three and nine
month periods consist of the following:

         (i)    increases of $1.4 million and $5.6 million for the three and
                nine month periods in costs associated with Millbrook's
                operations principally relating to the Epstein acquisition;

         (ii)   incremental selling, general and administrative costs associated
                with the Miller Buckeye acquisition ($2.4 million and $6.4
                million for the three and nine month periods); and



                                      -11-
<PAGE>


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

         (iii)  increases of $0.6 million and $1.7 million for the three and
                nine month periods in costs associated with Manischewitz'
                operations principally relating to television advertising,
                promotional materials and market research associated with
                certain of the Company's mainstream products.

Amortization of intangibles was $1.0 million and $3.0 million for the three and
nine month periods ended December 31, 2000 as compared to $0.8 million and $2.3
million for the three and nine month periods ended December 31, 1999. This
increase is due to amortization resulting from the Epstein, Miller Buckeye and
Guiltless Gourmet acquisitions.

Interest Expense. Interest expense for the three and nine month periods ended
December 31, 2000 was $5.3 million and $15.0 million (consisting of $0.8 million
and $2.4 million for Holdings and $4.5 million and $12.6 million for
Enterprises, respectively) as compared to $4.8 million and $14.2 million
(consisting of $0.8 million and $2.4 million for Holdings and $4.0 million and
$11.8 million for Enterprises, respectively) for the three and nine month
periods ended December 31, 1999. The increase in interest expense for the three
and nine months ended December 31, 2000 is primarily attributable to higher
levels of debt outstanding under the Company's Credit Agreement as a result of
its recent acquisitions, partially offset by Enterprises' repurchase of 10.5%
Notes.

Taxes. The benefit for income taxes for the three and nine month periods ended
December 31, 2000 was $1.3 million and $4.8 million for Holdings and $1.0
million and $3.9 million for Enterprises as compared to $0.8 million and $3.7
million for Holdings and $0.5 million and $2.8 million for Enterprises for the
three and nine month periods ended December 31, 1999. These benefits principally
relate to the results of operations.

Extraordinary Item - Early Extinguishment of Debt. The extraordinary gain on
early extinguishment of debt for the nine month period ended December 31, 2000
was $3.2 million (net of income taxes of $2.1 million). This gain resulted from
Enterprises' repurchase of approximately $18.8 million of its outstanding 10.5%
Notes. The extraordinary gain on early extinguishment of debt for the nine month
period ended December 31, 1999 was $12.9 million (consisting of $8.2 million,
net of income taxes of $5.3 million for Holdings and $4.7 million, net of income
taxes of $3.1 million for Enterprises). This gain resulted from Holdings'
repurchase of $23.0 million of its outstanding 13% Notes and Enterprises'
repurchase of approximately $20.9 million of its outstanding 10.5% Notes.

Net Income (Loss). As a result of the foregoing, the net loss for the three and
nine month periods ended December 31, 2000 was $2.2 million and $5.1 million for
Holdings and $1.7 million and $3.7 million for Enterprises as compared to a net
loss of $1.7 million and net income of $6.3 million for Holdings and net losses
of $1.2 million and $0.4 million for Enterprises for the three and nine month
periods ended December 31, 1999.

Impact of New Accounting Pronouncements. Statement of Financial Accounting
Standards ("SFAS") No. 133 "Accounting for Derivative Instruments and Hedging
Activities" was issued in June 1998 and, as amended, is effective for fiscal
years beginning after June 15, 2000. SFAS No. 133 requires the recognition of
all derivatives in the consolidated balance sheet as either assets or
liabilities measured at fair value. The Company will adopt SFAS No. 133 when it
becomes effective. The Company has not yet determined the impact SFAS No. 133
will have on its financial position or results of operations when such statement
is adopted.


                                      -12-

<PAGE>


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

Financial Condition, Liquidity and Capital Resources

Operations for the nine months ended December 31, 2000, excluding the net gain
on the early extinguishment of debt and non-cash charges for depreciation and
amortization, utilized cash of $0.1 million for Holdings and provided cash of
$1.3 million for Enterprises, as compared to providing cash of $0.6 million for
Holdings and $1.9 million for Enterprises, for the nine months ended December
31, 1999. During the nine month periods ended December 31, 2000 and 1999, other
changes in assets and liabilities resulting from operating activities utilized
cash of $14.6 million for Holdings and $12.6 million for Enterprises and $14.7
million for Holdings and $11.4 million for Enterprises, respectively, resulting
in net cash used in operating activities of $14.7 million for Holdings and $11.3
million for Enterprises and $14.1 million for Holdings and $9.5 million for
Enterprises, respectively.

Investing activities, which principally consisted of the acquisitions of Miller
Buckeye and Guiltless Gourmet in fiscal 2001 and the acquisitions of property
and equipment resulted in a use of cash of $24.3 million and $2.7 million for
the nine month periods ended December 31, 2000 and 1999 for each of Holdings and
Enterprises, respectively.

During the nine month period ended December 31, 2000, financing activities,
which principally consisted of the repurchase of approximately $18.8 million of
long-term debt for $13.0 million by Enterprises, offset by $3.3 million of
payments from the Interest Escrow Account by Holdings; and additional borrowings
of $46.5 million under the Credit Agreement, resulted in cash provided of $36.8
million for Holdings and $33.5 million for Enterprises. During the nine month
period ended December 31, 1999, financing activities principally consisted of
the repurchase of $23 million of long-term debt for $8.8 million by Holdings and
$20.9 million of long-term debt for $12.2 million by Enterprises, offset by
$10.3 million of payments from the Interest Escrow Account by Holdings;
additional borrowings of $27.2 million under the Credit Agreement; and $3
million of proceeds from the issuance of preferred stock by Holdings, resulted
in cash provided of $19.5 million for Holdings and $15.0 million for
Enterprises.

As a result of the early extinguishment of debt during the nine month period
ended December 31, 2000, Enterprises' annual interest expense was reduced by
$0.9 million.



                                      -13-
<PAGE>


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Reference is made to Item 7a of the Company's Form 10-K for the year ended March
31, 2000 filed with the Securities and Exchange Commission.

                                   ----------

The foregoing discussion in "Management's Discussion and Analysis of Financial
Condition and Results of Operations" contains "forward-looking" statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. Additionally,
written materials issued and oral statements made from time to time by Holdings
and Enterprises may contain forward-looking statements. Forward-looking
statements can be identified by the fact that they do not relate strictly to
historical or current facts and by their use of words such as "goals",
"expects", "plans", "believes", "estimates", "forecasts", "projects", "intends"
and other words of similar meaning. Execution of business and acquisition
strategies, expansion of product lines and increase of distribution networks or
product sales are areas, among others, whose future success may be difficult to
predict. They are based on management's then-current information, assumptions,
plans, expectations, estimates and projections regarding the food and wholesale
distribution industries. However, such statements are not guarantees of future
performance, and actual results and outcomes may differ materially from what is
expressed depending on a variety of factors, many of which are outside of
Holdings' and Enterprises' control. Given these uncertainties, current and
prospective investors are cautioned not to place undue reliance on such
forward-looking statements. We undertake no obligation to update or revise any
forward-looking statements or to publicly announce the result of any revisions
to any of the forward-looking statements herein to reflect future events or
developments.

Among the factors that could cause actual outcomes or results to differ
materially from what is expressed in these forward-looking statements are
changes in the demand for, supply of, and market prices of Holdings' and
Enterprises' products, the action of current and potential new competitors,
changes in technology and economic conditions.




                                      -14-
<PAGE>


PART II.  OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K:

         a.     Exhibits

                NONE


         b.     No reports were filed on Form 8-K during the quarter for which
                this report is filed.












                                      -15-
<PAGE>


                                   SIGNATURES

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


                                                       R.A.B. HOLDINGS, INC.



February 13, 2001                                      /s/ Richard A. Bernstein
                                                       ------------------------
                                                       Richard A. Bernstein
                                                       Chairman



February 13, 2001                                      /s/ Steven M. Grossman
                                                       ----------------------
                                                       Steven M. Grossman
                                                       Chief Financial Officer


                                                       R.A.B. ENTERPRISES, INC.



February 13, 2001                                      /s/ Richard A. Bernstein
                                                       ------------------------
                                                       Richard A. Bernstein
                                                       Chairman



February 13, 2001                                      /s/ Steven M. Grossman
                                                       ----------------------
                                                       Steven M. Grossman
                                                       Chief Financial Officer





                                      -16-