<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, 2001
                              -----------------

                                       OR

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



                Commission File number               333-66221
                                                -------------------


<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.)
</TABLE>

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)


         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>
PART I.    FINANCIAL INFORMATION

  Item 1.  Financial Statements


              Condensed Consolidated Balance Sheets - December 31, 2001 and
               March 31, 2001                                                                                 1

              Condensed Consolidated Statements of Operations - Three months ended
               December 31, 2001 and 2000                                                                     2

              Condensed Consolidated Statements of Operations - Nine months ended
               December 31, 2001 and 2000                                                                     3

              Condensed Consolidated Statements of Cash Flows - Nine months ended
               December 31, 2001 and 2000                                                                     4

              Notes to Condensed Consolidated Financial Statements                                           5-8


  Item 2.  Management's Discussion and Analysis of Financial Condition and
             Results of Operations                                                                          9-13

  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 I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

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

<TABLE>
<CAPTION>
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands except for share and per share data)
-----------------------------------------------------------------------------------------------------------------------------------

                                                                      December 31, 2001                  March 31, 2001
                                                              ---------------------------------   ---------------------------------
                                                                 Holdings         Enterprises        Holdings         Enterprises
                                                              ---------------   ---------------   ---------------   ---------------
<S>                                                           <C>               <C>               <C>               <C>
                                     ASSETS

Current assets:
   Cash                                                       $         2,910   $         2,901   $         9,522   $         9,520
   Accounts receivable                                                 36,178            36,178            53,048            53,048
   Inventories                                                         79,389            79,389            72,555            72,555
   Restricted investments                                                --                --               1,629              --
   Other current assets                                                15,863            17,625            12,429            14,363
                                                              ---------------   ---------------   ---------------   ---------------
        Total current assets                                          134,340           136,093           149,183           149,486
                                                              ---------------   ---------------   ---------------   ---------------
Noncurrent assets:
   Other assets                                                         5,475             4,694            12,365            11,455
Property, plant and equipment, net                                     30,662            30,662            32,629            32,629
Intangibles, net                                                      115,297           115,297           118,458           118,458
                                                              ---------------   ---------------   ---------------   ---------------

Total assets                                                  $       285,774   $       286,746   $       312,635   $       312,028
                                                              ===============   ===============   ===============   ===============

                      LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Current maturities of long-term debt                       $         2,849   $         2,849   $         1,866   $         1,866
   Accounts payable                                                    53,139            53,139            47,090            47,090
   Other current liabilities                                           19,439            18,899            23,917            23,393
                                                              ---------------   ---------------   ---------------   ---------------
        Total current liabilities                                      75,427            74,887            72,873            72,349
                                                              ---------------   ---------------   ---------------   ---------------
Noncurrent liabilities:
   Long-term debt                                                     182,965           157,965           203,107           178,107
   Other liabilities                                                   23,543            23,543            23,999            23,999
                                                              ---------------   ---------------   ---------------   ---------------
        Total noncurrent liabilities                                  206,508           181,508           227,106           202,106
                                                              ---------------   ---------------   ---------------   ---------------
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                                                 1              --                   1              --
   Additional paid-in capital                                             379            39,482               436            39,482
   Retained earnings (deficit)                                         (8,479)           (8,238)              323              (963)
   Accumulated other comprehensive loss                                  (893)             (893)             (946)             (946)
                                                              ---------------   ---------------   ---------------   ---------------
                                                                        3,852            30,351            12,658            37,573
   Less common stock in treasury - 5,400 shares and
      2,000 shares, respectively                                           13              --                   2              --
                                                              ---------------   ---------------   ---------------   ---------------
    Total stockholders' equity                                          3,839            30,351            12,656            37,573
                                                              ---------------   ---------------   ---------------   ---------------

Total liabilities and stockholders' equity                    $       285,774   $       286,746   $       312,635   $       312,028
                                                              ===============   ===============   ===============   ===============
</TABLE>


                See notes to Condensed Consolidated Financial Statements

                                      -1-
<PAGE>

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

<TABLE>
<CAPTION>
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands)
-----------------------------------------------------------------------------------------------------------------------------------

                                                                     Three Months Ended                 Three Months Ended
                                                                      December 31, 2001                  December 31, 2000
                                                              ---------------------------------   ---------------------------------
                                                                 Holdings         Enterprises        Holdings         Enterprises
                                                              ---------------   ---------------   ---------------   ---------------

<S>                                                           <C>               <C>               <C>               <C>
Revenues                                                      $       161,626   $       161,626   $       172,406   $       172,406

Costs and expenses:
       Cost of sales                                                  125,284           125,284           131,713           131,713
       Selling                                                         12,409            12,409            14,610            14,610
       Distribution and warehousing                                    13,968            13,968            15,109            15,109
       General and administrative                                       6,777             6,754             8,172             8,146
       Amortization of intangibles                                      1,051             1,051             1,031             1,031
                                                              ---------------   ---------------   ---------------   ---------------

                   Total costs and expenses                           159,489           159,466           170,635           170,609
                                                              ---------------   ---------------   ---------------   ---------------


Operating income                                                        2,137             2,160             1,771             1,797

Interest expense, net                                                   4,634             3,818             5,279             4,475
                                                              ---------------   ---------------   ---------------   ---------------


Loss before benefit for income taxes                                   (2,497)           (1,658)           (3,508)           (2,678)

Benefit for income taxes                                                 (864)             (532)           (1,290)             (971)
                                                              ---------------   ---------------   ---------------   ---------------

Net loss                                                      $        (1,633)  $        (1,126)  $        (2,218)  $        (1,707)
                                                              ===============   ===============   ===============   ===============
</TABLE>


                See notes to Condensed Consolidated Financial Statements

                                      -2-
<PAGE>


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

<TABLE>
<CAPTION>
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands)
-----------------------------------------------------------------------------------------------------------------------------------

                                                                       Nine Months Ended                   Nine Months Ended
                                                                       December 31, 2001                   December 31, 2000
                                                              ---------------------------------   ---------------------------------
                                                                  Holdings        Enterprises        Holdings         Enterprises
                                                              ---------------   ---------------   ---------------   ---------------

<S>                                                           <C>               <C>               <C>               <C>
Revenues                                                      $       434,381   $       434,381   $       484,136   $       484,136

Costs and expenses:
       Cost of sales                                                  328,874           328,874           367,932           367,932
       Selling                                                         39,670            39,670            43,847            43,847
       Distribution and warehousing                                    41,573            41,573            44,132            44,132
       General and administrative                                      20,572            20,535            23,434            23,401
       Amortization of intangibles                                      3,161             3,161             3,010             3,010
                                                              ---------------   ---------------   ---------------   ---------------

                   Total costs and expenses                           433,850           433,813           482,355           482,322
                                                              ---------------   ---------------   ---------------   ---------------


Operating income                                                          531               568             1,781             1,814

Interest expense, net                                                  14,462            11,973            14,961            12,608
                                                              ---------------   ---------------   ---------------   ---------------


Loss before benefit for income taxes                                  (13,931)          (11,405)          (13,180)          (10,794)

Benefit for income taxes                                               (5,129)           (4,130)           (4,837)           (3,893)
                                                              ---------------   ---------------   ---------------   ---------------

Loss before extraordinary item                                         (8,802)           (7,275)           (8,343)           (6,901)

Extraordinary gain on early extinguishment of debt,
       net of income taxes of $2.1 million                               --                --               3,194             3,194
                                                              ---------------   ---------------   ---------------   ---------------

Net loss                                                      $        (8,802)  $        (7,275)  $        (5,149)  $        (3,707)
                                                              ===============   ===============   ===============   ===============
</TABLE>

                See notes to Condensed Consolidated Financial Statements

                                       -3-
<PAGE>


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

<TABLE>
<CAPTION>
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
-----------------------------------------------------------------------------------------------------------------------------------

                                                                      Nine Months Ended                   Nine Months Ended
                                                                      December 31, 2001                   December 31, 2000
                                                              ---------------------------------   ---------------------------------
                                                                  Holdings        Enterprises        Holdings         Enterprises
                                                              ---------------   ---------------   ---------------   ---------------

<S>                                                           <C>               <C>               <C>               <C>
Cash flows from operating activities:
     Net loss                                                 $        (8,802)  $        (7,275)  $        (5,149)  $        (3,707)
     Adjustments to reconcile net loss to net
       cash provided by (used in) operating activities:
          Extraordinary gain on early extinguishment
             of debt, net of income taxes                                --                --              (3,194)           (3,194)
          Depreciation and amortization                                 7,940             7,865             8,224             8,144
     Changes in assets and liabilities:
          Accounts receivable                                          16,870            16,870            16,008            16,008
          Inventories                                                  (6,834)           (6,834)          (18,876)          (18,876)
          Accounts payable                                              6,049             6,049             2,345             2,345
          Other assets and liabilities                                 (2,322)           (2,224)          (14,020)          (12,068)
                                                              ---------------   ---------------   ---------------   ---------------

Net cash provided by (used in) operating activities                    12,901            14,451           (14,662)          (11,348)
                                                              ---------------   ---------------   ---------------   ---------------

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                               (1,911)           (1,911)           (1,819)           (1,819)
                                                              ---------------   ---------------   ---------------   ---------------

Net cash used in investing activities                                  (1,911)           (1,911)          (24,277)          (24,277)
                                                              ---------------   ---------------   ---------------   ---------------

Cash flows from financing activities:
     Purchase of senior notes                                            --                --             (12,979)          (12,979)
     Payments from Interest Escrow Account                              1,625              --               3,250              --
     (Repayments) borrowings under Credit Agreement                   (19,159)          (19,159)           46,491            46,491
     Proceeds from (issuance) repurchase of common stock                  (68)             --                  49              --
                                                              ---------------   ---------------   ---------------   ---------------

Net cash (used in) provided by financing activities                   (17,602)          (19,159)           36,811            33,512
                                                              ---------------   ---------------   ---------------   ---------------

Net decrease in cash                                                   (6,612)           (6,619)           (2,128)           (2,113)

Cash, beginning of period                                               9,522             9,520             4,637             4,618
                                                              ---------------   ---------------   ---------------   ---------------

Cash, end of period                                           $         2,910   $         2,901   $         2,509   $         2,505
                                                              ===============   ===============   ===============   ===============

Supplemental disclosures of cash flow information:
     Cash paid during the period for:
          Interest                                            $        15,904   $        12,654   $        17,774   $        14,524
          Income taxes                                        $           149   $           149   $         4,309   $           440
</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, 2001 and
2000 contained in the Company's Form 10-K filed with the Securities and Exchange
Commission. The information related to March 31, 2001 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 $4.9 million, including transaction costs. Guiltless owned the
second largest selling national brand and was a leader in the development of
baked tortilla chips.

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.
Miller Buckeye was a distributor of specialty foods, cookies, crackers and
snacks to retail grocery and other retail establishments in Ohio, Pennsylvania,
West Virginia and Western New York.

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 Manischewitz.
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.

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.

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, 2001, and the results of
operations and cash flows for the periods ended December 31, 2001 and 2000.



                                      -5-
<PAGE>


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

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

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,
                                        2001                2001
                                  ----------------    ---------------
        Raw materials             $          1,942    $         1,730
        Finished goods                      77,447             70,825
                                  ----------------    ---------------
                                  $         79,389    $        72,555
                                  ================    ===============


NOTE C - Related Party Transactions

For each of the three month periods ended December 31, 2001 and 2000, the
Company paid $502,500 and for each of the nine month periods ended December 31,
2001 and 2000, the Company paid $1,507,500 to an affiliated entity for
management fees, reasonable services provided and expenses incurred on its
behalf.

NOTE D - Comprehensive (Loss) Income

For the three month periods ended December 31, 2001 and 2000, Holdings' and
Enterprises' comprehensive loss was ($1,634,000) and ($1,127,000) and
($2,090,000) and ($1,579,000), respectively, and for the nine month periods
ended December 31, 2001 and 2000, Holdings' and Enterprises' comprehensive loss
was ($8,749,000) and ($7,222,000) and ($5,033,000) and ($3,591,000),
respectively.




                                      -6-
<PAGE>
                     R.A.B. HOLDINGS, INC. AND SUBSIDIARIES
                    R.A.B. ENTERPRISES, INC. AND SUBSIDIARIES

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

NOTE E - 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. For the three months ended December 31,
2000, the Corporate items include an adjustment to the previous quarter's
intercompany sales elimination.

<TABLE>
<CAPTION>
For the three month
period ended December 31,                                                   2001                                2000
                                                              ---------------------------------   ---------------------------------
(in thousands)                                                   Holdings         Enterprises        Holdings         Enterprises
                                                              ---------------   ---------------   ---------------   ---------------

Revenues
<S>                                                           <C>               <C>               <C>               <C>
     Millbrook ..........................................     $       150,434   $       150,434   $       159,874   $       159,874
     Manischewitz .......................................              13,252            13,252            10,842            10,842
                                                              ---------------   ---------------   ---------------   ---------------
          Total segment revenues ........................             163,686           163,686           170,716           170,716
     Corporate items, principally
          the elimination of
          intercompany sales ............................              (2,060)           (2,060)            1,690             1,690
                                                              ---------------   ---------------   ---------------   ---------------
                                                              $       161,626   $       161,626   $       172,406   $       172,406
                                                              ===============   ===============   ===============   ===============
Operating income
     Millbrook ..........................................     $         3,762   $         3,762   $         4,159   $         4,159
     Manischewitz .......................................               1,454             1,454               924               924
                                                              ---------------   ---------------   ---------------   ---------------
          Total segment operating
               income ...................................               5,216             5,216             5,083             5,083
     Corporate items and
          eliminations ..................................              (3,079)           (3,056)           (3,312)           (3,286)
                                                              ---------------   ---------------   ---------------   ---------------
                                                              $         2,137   $         2,160   $         1,771   $         1,797
                                                              ===============   ===============   ===============   ===============
</TABLE>


<TABLE>
<CAPTION>
For the nine month
period ended December 31,                                                   2001                                2000
                                                              ---------------------------------   ---------------------------------
(in thousands)                                                   Holdings         Enterprises        Holdings          Enterprises
                                                              ---------------   ---------------   ---------------   ---------------

<S>                                                           <C>               <C>               <C>               <C>
Revenues
     Millbrook ..........................................     $       408,749   $       408,749   $       462,915   $       462,915
     Manischewitz .......................................              30,744            30,744            26,191            26,191
                                                              ---------------   ---------------   ---------------   ---------------
          Total segment revenues ........................             439,493           439,493           489,106           489,106
     Corporate items, principally
          the elimination of
          intercompany sales ............................              (5,112)           (5,112)           (4,970)           (4,970)
                                                              ---------------   ---------------   ---------------   ---------------
                                                              $       434,381   $       434,381   $       484,136   $       484,136
                                                              ===============   ===============   ===============   ===============
Operating income
     Millbrook ..........................................     $         6,575   $         6,575   $         9,027   $         9,027
     Manischewitz .......................................               3,306             3,306             2,099             2,099
                                                              ---------------   ---------------   ---------------   ---------------
          Total segment operating
               income ...................................               9,881             9,881            11,126            11,126
     Corporate items and
          eliminations ..................................              (9,350)           (9,313)           (9,345)           (9,312)
                                                              ---------------   ---------------   ---------------   ---------------
                                                              $           531   $           568   $         1,781   $         1,814
                                                              ===============   ===============   ===============   ===============
</TABLE>

                                      -7-
<PAGE>


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

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

NOTE F - Extraordinary Item - Early Extinguishment of Debt

During the nine month period ended December 31, 2000, Enterprises repurchased
approximately $18.8 million of its outstanding 10.5% Notes resulting in a gain
of approximately $3.2 million, net of income taxes of approximately $2.1
million.

NOTE G - New Accounting Pronouncements

Statement of Financial Accounting Standards ("SFAS") No. 133 "Accounting for
Derivative Instruments and Hedging Activities" was issued in June 1998 and 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 adopted SFAS No. 133,
as amended by SFAS No. 137 and SFAS No. 138, during the year ended March 31,
2001. The adoption of SFAS No. 133 has not had a material impact on the
Company's financial position or overall trends in results of operations and has
not resulted in significant changes to its financial risk management practices.

Emerging Issues Task Force ("EITF") Issue No. 00-25 was finalized and is
effective for fiscal years beginning after December 15, 2001. EITF No. 00-25
requires the reclassification of certain consideration paid to a reseller by a
vendor as a reduction of income on the vendor's income statement. The Company
adopted EITF No. 00-25 effective April 1, 2001. The adoption of EITF No. 00-25
did not have a material impact on the Company's overall trends in results of
operations.

SFAS No. 142 "Goodwill and Other Intangible Assets" was issued in June 2001 and
is effective for fiscal years beginning after December 15, 2001. SFAS No. 142
requires goodwill and indefinite-lived intangible assets to be evaluated
annually for impairment. It also will require that goodwill no longer be
amortized. For the three and nine month periods ended December 31, 2001,
goodwill amortization was $0.6 million and $1.9 million as compared to $0.6
million and $1.8 million for the three and nine month periods ended December 31,
2000. SFAS No. 143 "Accounting for Asset Retirement Obligations" was issued in
August 2001 and is effective for fiscal years beginning after June 15, 2001.
SFAS No. 143 establishes accounting standards for recognition and measurement of
a liability for an asset retirement obligation and the associated asset
retirement cost. SFAS No. 144 "Accounting for the Impairment or Disposal of
Long-Lived Assets" was issued in October 2001 and is effective for fiscal years
beginning after December 15, 2001. SFAS No. 144 addresses financial accounting
and reporting for the impairment of long-lived assets. The Company will adopt
SFAS No. 142, 143 and 144 as each becomes effective. Management is currently
evaluating the impact that these statements will have on the Company's financial
statements.




                                      -8-
<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, 2001 decreased
$10.8 million or 6.3% to $161.6 million as compared to $172.4 million for the
three month period ended December 31, 2000. Revenues for the nine month period
ended December 31, 2001 decreased $49.7 million or 10.3% to $434.4 million as
compared to $484.1 million for the nine month period ended December 31, 2000.
Revenues include:

         (i)      Millbrook's revenues of $150.4 million and $408.8 million for
                  the three and nine month periods ended December 31, 2001 as
                  compared to $159.9 million and $462.9 million for the three
                  and nine month periods ended December 31, 2000;

         (ii)     Manischewitz' revenues of $13.3 million and $30.7 million for
                  the three and nine month periods ended December 31, 2001 as
                  compared to $10.8 million and $26.2 million for the three and
                  nine month periods ended December 31, 2000; and

         (iii)    intersegment sales, which are eliminated in consolidation, of
                  ($2.1) million and ($5.1) million for the three and nine month
                  periods ended December 31, 2001 as compared to $1.7 million
                  and ($5.0) million for the three and nine month periods ended
                  December 31, 2000.

Millbrook's revenues decreased $9.5 million and $54.1 million or 5.9% and 11.7%
for the three and nine month periods ended December 31, 2001 as compared to the
comparable periods of the prior year. The decrease in revenues for the three and
nine month periods is principally due to decreased sales to certain customers as
a result of several factors, including customer losses during the second half of
the prior fiscal year, customer decisions to move toward self-distribution,
industry consolidation and customer financial difficulties, the aggregate of
which exceeded the growth of sales to certain other customers.

Manischewitz' revenues increased $2.5 million and $4.5 million or 22.2% and
17.4% for the three and nine month periods ended December 31, 2001 as compared
to the comparable periods of the prior year. The increase in revenues for the
three and nine month periods are due to the following:

         (i)      sales to new customer accounts gained as a result of the
                  Guiltless Gourmet acquisition in November 2000 ($0.6 million
                  and $4.8 million for the three and nine month periods); and

         (ii)     increased sales of Manischewitz and Season brand products
                  ($1.9 million and $0.4 million for the three and nine month
                  periods) reduced by a gain on the sale of land in Israel ($0.7
                  million) during the nine months ended December 31, 2000. The
                  sales increase for the three and nine month periods is
                  principally due to the timing of the Jewish holiday of
                  Passover. As the holiday begins approximately two weeks
                  earlier this year, more Passover orders were shipped during
                  the third quarter as compared to the comparable period of the
                  prior year.

Gross Profit. Gross profit for the three and nine month periods ended December
31, 2001 was $36.3 million and $105.5 million as compared to $40.7 million and
$116.2 million for the three and nine month periods ended December 31, 2000, a
decrease of $4.4 million and $10.7 million or 10.7% and 9.2%. As a percentage of
revenues, the gross profit margin was 22.5% and 24.3% for the three and nine
month periods ended December 31, 2001 as compared to 23.6% and 24.0% for the
three and nine month periods ended December 31, 2000.




                                      -9-
<PAGE>


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

The decrease 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)      decreased gross profit dollars associated with Millbrook's
                  lower revenues ($5.2 million and $12.8 million for the three
                  and nine month periods) and decreased gross profit margin for
                  the three month period resulting from the shift in Millbrook's
                  customer base from serviced to non-serviced customers (1.2%);
                  partially offset by

         (ii)     increased gross profit dollars associated with higher
                  Manischewitz and Season sales ($0.4 million for the three
                  month period and $0.3 million or 0.3% for the nine month
                  period) reduced by the gain on the sale of land in Israel
                  during the nine months ended December 31, 2000 (($0.7) million
                  or (0.1%) for the nine month period); and

         (iii)    increased gross profit dollars on sales to new customer
                  accounts gained as a result of the Guiltless Gourmet
                  acquisition in November 2000 ($0.3 million for the three month
                  period and $2.5 million or 0.1% for the nine month period).

Operating Expenses. Distribution and warehousing expenses for the three and nine
month periods ended December 31, 2001 were $14.0 million and $41.6 million as
compared to $15.1 million and $44.1 million for the three and nine month periods
ended December 31, 2000. As a percentage of revenues, distribution and
warehousing expenses decreased to 8.6% for the three months ended December 31,
2001 as compared to 8.8% for the comparable period of the prior year and
increased to 9.6% for the nine month period ended December 31, 2001 as compared
to 9.1% for the comparable period of the prior year. Distribution and
warehousing costs for the three and nine month periods were impacted by the
following:

         (i)      lower headcount resulting from the closure of Millbrook's
                  distribution center in Greenville, North Carolina and the
                  consolidation of its Cincinnati, Ohio refrigerated facility
                  into its Youngstown, Ohio distribution center; and

         (ii)     lower transportation costs realized from cost reduction
                  programs implemented by Millbrook's management to achieve more
                  efficient routing and enhanced utilization of its fleet;
                  partially offset by

         (iii)    increased distribution costs associated with sales to new
                  customer accounts gained as a result of the Guiltless Gourmet
                  acquisition in November 2000.

Selling, general and administrative expenses for the three and nine month
periods ended December 31, 2001 were $19.2 million and $60.2 million, as
compared to $22.8 million and $67.3 million for the three and nine month periods
ended December 31, 2000. As a percentage of revenues, selling, general and
administrative expenses decreased to 11.9% for the three month period ended
December 31, 2001 as compared to 13.2% for the comparable period of the prior
year and remained unchanged at 13.9% for the nine month periods ended December
31, 2001 and 2000. The decrease in selling, general and administrative costs for
the three and nine month periods are principally due to the following:

         (i)      lower headcount in Millbrook's salesforce due to reductions
                  made during the nine month period ended December 31, 2001
                  directly related to customer losses;



                                      -10-
<PAGE>


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

         (ii)     lower headcount in Millbrook's general and administrative
                  departments as a result of the consolidation in August 2000
                  and April 2001 of the Epstein and Miller Buckeye operations,
                  respectively, which were acquired in the prior fiscal year;
                  and

         (iii)    lower headcount in Millbrook's selling, general and
                  administrative functions realized from a cost reduction
                  program implemented by Millbrook's management to streamline
                  its workforce; partially offset by

         (iv)     incremental compensation and related employee benefit costs
                  resulting from the Guiltless Gourmet acquisition in November
                  2000.

Amortization of intangibles was $1.1 million and $3.2 million for the three and
nine month periods ended December 31, 2001 as compared to $1.0 million and $3.0
million for the three and nine month periods ended December 31, 2000. This
increase in amortization is due to the Guiltless Gourmet acquisition in November
2000.

Interest Expense. Interest expense for the three and nine month periods ended
December 31, 2001 was $4.6 million (consisting of $0.8 million for Holdings and
$3.8 million for Enterprises) and $14.5 million (consisting of $2.5 million for
Holdings and $12.0 million for Enterprises) as compared to $5.3 million
(consisting of $0.8 million for Holdings and $4.5 million for Enterprises) and
$15.0 million (consisting of $2.4 million for Holdings and $12.6 million for
Enterprises) for the three and nine month periods ended December 31, 2000. The
decrease in interest expense for the three and nine months ended December 31,
2001 is primarily attributable to lower interest rates on the Company's
revolving credit borrowings partially offset by higher levels of debt
outstanding under the Company's Credit Agreement as a result of its acquisitions
during the year ended March 31, 2001.

Taxes. The benefit for income taxes for the three and nine month periods ended
December 31, 2001 was $0.9 million and $5.1 million for Holdings and $0.5
million and $4.1 million for Enterprises as compared to $1.3 million and $4.8
million for Holdings and $1.0 million and $3.9 million for Enterprises for the
three and nine month periods ended December 31, 2000. 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.

Net Loss. As a result of the foregoing, the net loss for the three and nine
month periods ended December 31, 2001 was $1.6 million and $8.8 million for
Holdings and $1.1 million and $7.3 million for Enterprises as compared to $2.2
million and $5.1 million for Holdings and $1.7 million and $3.7 million for
Enterprises for the three and nine month periods ended December 31, 2000.

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 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 adopted SFAS No. 133, as amended by SFAS No. 137 and SFAS No.
138, during the year ended March 31, 2001. The adoption of SFAS No. 133 has not
had a material impact on the Company's financial position or overall trends in
results of operations and has not resulted in significant changes to its
financial risk management practices.



                                      -11-
<PAGE>



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

Emerging Issues Task Force ("EITF") Issue No. 00-25 was finalized and is
effective for fiscal years beginning after December 15, 2001. EITF No. 00-25
requires the reclassification of certain consideration paid to a reseller by a
vendor as a reduction of income on the vendor's income statement. The Company
adopted EITF No. 00-25 effective April 1, 2001. The adoption of EITF No. 00-25
did not have a material impact on the Company's overall trends in results of
operations.

SFAS No. 142 "Goodwill and Other Intangible Assets" was issued in June 2001 and
is effective for fiscal years beginning after December 15, 2001. SFAS No. 142
requires goodwill and indefinite-lived intangible assets to be evaluated
annually for impairment. It also will require that goodwill no longer be
amortized. SFAS No. 143 "Accounting for Asset Retirement Obligations" was issued
in August 2001 and is effective for fiscal years beginning after June 15, 2001.
SFAS No. 143 establishes accounting standards for recognition and measurement of
a liability for an asset retirement obligation and the associated asset
retirement cost. SFAS No. 144 "Accounting for the Impairment or Disposal of
Long-Lived Assets" was issued in October 2001 and is effective for fiscal years
beginning after December 15, 2001. SFAS No. 144 addresses financial accounting
and reporting for the impairment of long-lived assets. The Company will adopt
SFAS No. 142, 143 and 144 as each becomes effective. Management is currently
evaluating the impact that these statements will have on the Company's financial
statements.

Financial Condition, Liquidity and Capital Resources

Operations for the nine months ended December 31, 2001, excluding non-cash
charges for depreciation and amortization, utilized cash of $0.9 million for
Holdings and provided cash of $0.6 million for Enterprises. 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 $1.2 million for
Enterprises. During the nine month periods ended December 31, 2001 and 2000,
other changes in assets and liabilities resulting from operating activities
provided cash of $13.8 million for Holdings and $13.9 million for Enterprises
and utilized cash of $14.5 million for Holdings and $12.6 million for
Enterprises, respectively, resulting in net cash provided by operating
activities of $12.9 million for Holdings and $14.5 million for Enterprises and
net cash used in operating activities of $14.6 million for Holdings and $11.4
million for Enterprises, respectively.

Investing activities, which principally consisted of the acquisitions of
property and equipment and the acquisitions of Miller Buckeye and Guiltless
Gourmet in the prior fiscal period, resulted in a use of cash of $1.9 million
and $24.3 million for the nine month periods ended December 31, 2001 and 2000
for each of Holdings and Enterprises, respectively.

During the nine month period ended December 31, 2001, financing activities,
which principally consisted of $1.6 million of payments from the Interest Escrow
Account by Holdings and repayments of $19.2 million under the Credit Agreement,
resulted in a use of cash of $17.6 million for Holdings and $19.2 million for
Enterprises. The reduction in outstanding borrowings under the Company's Credit
Agreement was supplemented by the utilization of $7.2 million of cash surrender
value available under Millbrook's deferred compensation arrangements. During the
nine month period ended December 31, 2000, financing activities which
principally consisted of the repurchase of $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, provided cash of $36.8 million for Holdings and
$33.5 million for Enterprises.



                                      -12-
<PAGE>


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

The primary sources of liquidity for Holdings and Enterprises are the cash flows
from the operations of Millbrook and Manischewitz and borrowings under the
Company's Credit Agreement. At December 31, 2001, Millbrook and Manischewitz had
approximately $2.9 million of cash and approximately $17.9 million of available
borrowing capacity under the Credit Agreement. The Company is currently in
compliance with the covenants contained in the Credit Agreement and the
indentures relating to its senior notes. From a distribution perspective,
Millbrook's business continues to be impacted by industry consolidation of
retail customers, customer decisions to move towards self-distribution and
customer financial difficulties. Millbrook continues to implement its strategy
of expanding the specialty food category while taking advantage of market
opportunities in its health and beauty care and general merchandise categories.
Further, Millbrook's management has instituted a number of cost reduction
programs designed to streamline its organization to reduce its operating costs
and better meet the demands of its changing markets. From a branded food
products perspective, Manischewitz' operations are impacted by the amount of
retail space devoted to its products and the consumer acceptance of those
products. Although there can be no assurance, Holdings and Enterprises believe
that its operating cash flows and borrowings under its Credit Agreement will be
sufficient to meet its obligations and remain in compliance with its covenants.
The ability of Holdings and Enterprises to meet those obligations and maintain
compliance will depend on a number of factors, including those discussed above,
general economic conditions and other factors beyond Holdings' and Enterprises'
control.

Effective October 30, 2001, the Company's Credit Agreement was amended to
provide up to $10 million of additional availability and to extend the revolving
credit facility to September 30, 2003. In conjunction with the amendment,
Millbrook and Manischewitz provided mortgages on certain of its real property
and pledged certain unencumbered fixtures and equipment, and the Company pledged
the membership interests of Manischewitz.




                                      -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, 2001 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 actions 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, 2002                             /s/ Richard A. Bernstein
                                              ----------------------------------
                                              Richard A. Bernstein
                                              Chairman



February 13, 2002                             /s/ Steven M. Grossman
                                              ----------------------------------
                                              Steven M. Grossman
                                              Chief Financial Officer



                                              R.A.B. ENTERPRISES, INC.



February 13, 2002                             /s/ Richard A. Bernstein
                                              ----------------------------------
                                              Richard A. Bernstein
                                              Chairman



February 13, 2002                             /s/ Steven M. Grossman
                                              ----------------------------------
                                              Steven M. Grossman
                                              Chief Financial Officer






                                      -16-