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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q

(Mark One)

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

For the quarter (twelve-weeks) ended September 6, 2003

o    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

Toms Foods Inc.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation or organization)

58-1516963
(I.R.S. Employer Identification No.)

900 8th Street
Columbus, GA 31902
(Address of principal executive offices, including zip code)

(706) 323-2721
(Registrants telephone number, including area code)

Indicate by check mark whether the registrants (1) have 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
registrants were required to file such reports), and (2) have been subject to
such filing requirements for the past 90 days. Yes o    No þ





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TABLE OF CONTENTS



|                                             |                                                                                               |                                                       |  |  |  |  |  | 
|-------------------------------------------- | --------------------------------------------------------------------------------------------- | ----------------------------------------------------- |  |  |  |  |  | 
|                                             |                                                                                               | CONDENSED BALANCE SHEETS                             
|                                             |                                                                                               | CONDENSED STATEMENTS OF OPERATIONS FOR THE TWELVE AND
|                                             |                                                                                               | CONDENSED STATEMENTS OF CASH FLOWS                   
|                                             |                                                                                               | NOTES TO CONDENSED FINANCIAL STATEMENTS              
|                                             | Item 1. FINANCIAL STATEMENTS                                                                 
|                                             | Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|                                             | ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                           
|                                             | ITEM 4. CONTROLS AND PROCEDURES                                                              
|Part II. OTHER INFORMATION                  
|                                             | Item 6. Exhibits and Reports on Form 8-K.                                                    
|SIGNATURES                                  
|EX-31.1 SECTION 302 CERTIFICATION OF THE CEO
|EX-31.2 SECTION 302 CERTIFICATION OF THE CFO
|EX-32.1 SECTION 906 CERTIFICATION OF THE CEO
|EX-32.2 SECTION 906 CERTIFICATION OF THE CFO



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##### Table of Contents



TOMS FOODS INC.

QUARTERLY REPORT ON FORM 10-Q
FOR THE TWELVE-WEEKS
ENDED SEPTEMBER 6, 2003

TABLE OF CONTENTS

|                                                                                              |                                                                                                                                  |  |      |   | 
|--------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------- |  | ---- | - | 
|                                                                                              |                                                                                                                                  |  | Page
|                                                                                              |                                                                                                                                  |  |     
|PART I. FINANCIAL INFORMATION                                                                 |                                                                                                                                  |  |      |  
|Item 1. Financial Statements:                                                                 |                                                                                                                                  |  |      |  
|                                                                                              | Condensed Balance Sheets as of September 6, 2003 (unaudited)
and December 28, 2002                                               |  |      | 3 | 
|                                                                                              | Condensed Statements of Operations for the twelve and thirty-six weeks
ended September 6, 2003 and September 7, 2002 (unaudited) |  |      | 4 | 
|                                                                                              | Condensed Statements of Cash Flows for the thirty-six weeks ended
September 6, 2003 and September 7, 2002 (unaudited)            |  |      | 5 | 
|                                                                                              | Notes to Condensed Financial Statements                                                                                          |  |      | 6 | 
|Item 2. Managements Discussion and Analysis of Financial Condition and
Results of Operations |                                                                                                                                  |  | 9    |  
|Item 3. Quantitative and Qualitative Disclosures About Market Risk                            |                                                                                                                                  |  | 12   |  
|Item 4. Controls and Procedures                                                               |                                                                                                                                  |  | 13   |  
|PART II. OTHER INFORMATION                                                                    |                                                                                                                                  |  |      |  
|Item 6. Exhibits and Reports on Form 8-K                                                      |                                                                                                                                  |  | 13   |  

2



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TOMS FOODS INC.
CONDENSED BALANCE SHEETS
SEPTEMBER 6, 2003 AND DECEMBER 28, 2002
(in thousands except share data)

|                                                                                                                                                                          |                                                                                                                                                                              |                                                                        |                            |                                            |       |                   |         |                   |       |        |         | 
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------- | -------------------------- | ------------------------------------------ | ----- | ----------------- | ------- | ----------------- | ----- | ------ | ------- | 
|                                                                                                                                                                          |                                                                                                                                                                              |                                                                        |                            |                                            |       | September 6, 2003 |         | December 28, 2002
|                                                                                                                                                                          |                                                                                                                                                                              |                                                                        |                            |                                            |       |                   |         |                  
|ASSETS                                                                                                                                                                    |                                                                                                                                                                              | (unaudited)                                                            |                            |                                            |       |                  
|Current Assets:                                                                                                                                                           |                                                                                                                                                                              |                                                                        |                            |                                            |       |                   |         |                  
|                                                                                                                                                                          | Cash and cash equivalents                                                                                                                                                    |                                                                        | $                          | 1,790                                      |       |                   | $       | 1,856             |      
|                                                                                                                                                                          | Accounts and notes receivable, net of allowance for uncollectible of                                                                                                         |                                                                        |                            | 13,675                                     |       |                   |         | 11,746            |      
|                                                                                                                                                                          |                                                                                                                                                                              | $1,244 and $1,687 at Sept. 6, 2003 and December 28, 2002, respectively |                            |                                            |       |                   |         |                   |       |       
|                                                                                                                                                                          | Inventories:                                                                                                                                                                 |                                                                        |                            |                                            |       |                   |         |                   |      
|                                                                                                                                                                          |                                                                                                                                                                              | Raw materials                                                          |                            |                                            | 3,009 |                   |         |                   | 2,489 |       
|                                                                                                                                                                          |                                                                                                                                                                              | Packaging materials                                                    |                            |                                            | 1,877 |                   |         |                   | 2,672 |       
|                                                                                                                                                                          |                                                                                                                                                                              | Finished goods and work in progress                                    |                            |                                            | 5,415 |                   |         |                   | 5,910 |       
|                                                                                                                                                                          | Other current assets                                                                                                                                                         |                                                                        |                            | 3,143                                      |       |                   |         | 3,032             |      
|                                                                                                                                                                          |                                                                                                                                                                              |                                                                        |                            |                                            |       |                   |         |                   |      
|                                                                                                                                                                          |                                                                                                                                                                              |                                                                        |                            | Total current assets                       |       |                   | 28,909  |                   |       |        | 27,705  | 
|                                                                                                                                                                          |                                                                                                                                                                              |                                                                        |                            |                                            |       |                   |         |                   |      
|Property, plant, and equipment:                                                                                                                                           |                                                                                                                                                                              |                                                                        |                            |                                            |       |                   |         |                  
|                                                                                                                                                                          | Land and land improvements                                                                                                                                                   |                                                                        |                            | 5,911                                      |       |                   |         | 5,908             |      
|                                                                                                                                                                          | Buildings                                                                                                                                                                    |                                                                        |                            | 18,363                                     |       |                   |         | 18,273            |      
|                                                                                                                                                                          | Machinery, equipment and vehicles                                                                                                                                            |                                                                        |                            | 60,661                                     |       |                   |         | 59,042            |      
|                                                                                                                                                                          | Vending and other distribution equipment                                                                                                                                     |                                                                        |                            | 12,925                                     |       |                   |         | 12,953            |      
|                                                                                                                                                                          | Furniture and fixtures                                                                                                                                                       |                                                                        |                            | 17,310                                     |       |                   |         | 16,510            |      
|                                                                                                                                                                          | Construction in progress                                                                                                                                                     |                                                                        |                            | 8,190                                      |       |                   |         | 8,205             |      
|                                                                                                                                                                          |                                                                                                                                                                              |                                                                        |                            |                                            |       |                   |         |                   |      
|                                                                                                                                                                          |                                                                                                                                                                              |                                                                        |                            | Total property, plant, and equipment       |       |                   | 123,360 |                   |       |        | 120,891 | 
|                                                                                                                                                                          | Accumulated depreciation                                                                                                                                                     |                                                                        |                            | (74,547                                    | )     |                   |         | (69,166           | )    
|                                                                                                                                                                          |                                                                                                                                                                              |                                                                        |                            |                                            |       |                   |         |                   |      
|                                                                                                                                                                          |                                                                                                                                                                              |                                                                        |                            | Net property, plant, and equipment         |       |                   | 48,813  |                   |       |        | 51,725  | 
|                                                                                                                                                                          |                                                                                                                                                                              |                                                                        |                            |                                            |       |                   |         |                   |      
|Noncurrent accounts and notes receivable, net                                                                                                                             |                                                                                                                                                                              |                                                                        | 256                        |                                            |       |                   | 273     |                  
|Litigation Escrow Deposit                                                                                                                                                 |                                                                                                                                                                              |                                                                        | 1,563                      |                                            |       |                   | 0       |                  
|Deferred financing costs, net                                                                                                                                             |                                                                                                                                                                              |                                                                        | 554                        |                                            |       |                   | 919     |                  
|Intangible assets, net                                                                                                                                                    |                                                                                                                                                                              |                                                                        | 19,587                     |                                            |       |                   | 20,009  |                  
|Goodwill                                                                                                                                                                  |                                                                                                                                                                              |                                                                        | 760                        |                                            |       |                   | 644     |                  
|                                                                                                                                                                          |                                                                                                                                                                              |                                                                        |                            |                                            |       |                   |         |                   |      
|                                                                                                                                                                          |                                                                                                                                                                              |                                                                        |                            | Total assets                               |       | $                 | 100,442 |                   |       | $      | 101,275 | 
|                                                                                                                                                                          |                                                                                                                                                                              |                                                                        |                            |                                            |       |                   |         |                   |      
|LIABILITIES AND SHAREHOLDERS EQUITY                                                                                                                                      |                                                                                                                                                                              |                                                                        |                            |                                            |       |                   |         |                  
|Current liabilities:                                                                                                                                                      |                                                                                                                                                                              |                                                                        |                            |                                            |       |                   |         |                  
|                                                                                                                                                                          | Revolving debt                                                                                                                                                               |                                                                        | $                          | 5,689                                      |       |                   | $       |                  |      
|                                                                                                                                                                          | Accounts payable                                                                                                                                                             |                                                                        |                            | 8,795                                      |       |                   |         | 11,751            |      
|                                                                                                                                                                          | Accrued liabilities                                                                                                                                                          |                                                                        |                            | 9,636                                      |       |                   |         | 11,166            |      
|                                                                                                                                                                          | Current portion of other debt obligations                                                                                                                                    |                                                                        |                            | 318                                        |       |                   |         | 239               |      
|                                                                                                                                                                          |                                                                                                                                                                              |                                                                        |                            |                                            |       |                   |         |                   |      
|                                                                                                                                                                          |                                                                                                                                                                              |                                                                        |                            | Total current liabilities                  |       |                   | 24,438  |                   |       |        | 23,156  | 
|                                                                                                                                                                          |                                                                                                                                                                              |                                                                        |                            |                                            |       |                   |         |                   |      
|Long-term debt:                                                                                                                                                           |                                                                                                                                                                              |                                                                        |                            |                                            |       |                   |         |                  
|                                                                                                                                                                          | Senior secured notes                                                                                                                                                         |                                                                        |                            | 60,000                                     |       |                   |         | 60,000            |      
|                                                                                                                                                                          | Other debt obligations                                                                                                                                                       |                                                                        |                            | 313                                        |       |                   |         | 431               |      
|                                                                                                                                                                          |                                                                                                                                                                              |                                                                        |                            |                                            |       |                   |         |                   |      
|                                                                                                                                                                          |                                                                                                                                                                              |                                                                        |                            | Total long-term debt                       |       |                   | 60,313  |                   |       |        | 60,431  | 
|                                                                                                                                                                          |                                                                                                                                                                              |                                                                        |                            |                                            |       |                   |         |                   |      
|Other long-term obligations                                                                                                                                               |                                                                                                                                                                              |                                                                        | 37                         |                                            |       |                   | 37      |                  
|Accrued pension cost                                                                                                                                                      |                                                                                                                                                                              |                                                                        | 15,276                     |                                            |       |                   | 14,795  |                  
|                                                                                                                                                                          |                                                                                                                                                                              |                                                                        |                            |                                            |       |                   |         |                   |      
|                                                                                                                                                                          |                                                                                                                                                                              |                                                                        |                            | Total liabilities                          |       |                   | 100,064 |                   |       |        | 98,419  | 
|                                                                                                                                                                          |                                                                                                                                                                              |                                                                        |                            |                                            |       |                   |         |                   |      
|Exchangeable portion of Preferred Stock, $.01 par value, Class A,
7,000 shares authorized, 7,000 shares issued and outstanding at
September 6, 2003 and December 28, 2002 |                                                                                                                                                                              |                                                                        | 10,000                     |                                            |       |                   | 10,000  |                  
|Shareholders Equity:                                                                                                                                                     |                                                                                                                                                                              |                                                                        |                            |                                            |       |                   |         |                  
|                                                                                                                                                                          | Common stock, $0.01 par value; 10,000 shares authorized,
5,000 shares issued and outstanding at September 6, 2003
and December 28, 2002                                      |                                                                        |                            | 0                                          |       |                   |         | 0                 |      
|                                                                                                                                                                          | Nonexchangeable portion of Preferred Stock, $.01 par value, Class A,
7,000 shares authorized, 7,000 shares issued and outstanding at
September 6, 2003 and December 28, 2002 |                                                                        |                            | 2,731                                      |       |                   |         | 1,922             |      
|                                                                                                                                                                          | Preferred Stock, $.01 par value, Class B, 21,737 shares authorized,
21,737 shares issued and outstanding at September 6, 2003
and December 28, 2002                          |                                                                        |                            | 37,415                                     |       |                   |         | 35,256            |      
|                                                                                                                                                                          | Additional paid-in capital                                                                                                                                                   |                                                                        |                            | 43,725                                     |       |                   |         | 43,725            |      
|                                                                                                                                                                          | Accumulated other comprehensive loss                                                                                                                                         |                                                                        |                            | (7,742                                     | )     |                   |         | (7,742            | )    
|                                                                                                                                                                          | Accumulated deficit                                                                                                                                                          |                                                                        |                            | (85,751                                    | )     |                   |         | (80,305           | )    
|                                                                                                                                                                          |                                                                                                                                                                              |                                                                        |                            |                                            |       |                   |         |                   |      
|                                                                                                                                                                          |                                                                                                                                                                              |                                                                        | Total shareholders equity |                                            |       | (9,622            | )       |                   |       | (7,144 | )      
|                                                                                                                                                                          |                                                                                                                                                                              |                                                                        |                            |                                            |       |                   |         |                   |      
|                                                                                                                                                                          |                                                                                                                                                                              |                                                                        |                            | Total liabilities and shareholders equity |       | $                 | 100,442 |                   |       | $      | 101,275 | 
|                                                                                                                                                                          |                                                                                                                                                                              |                                                                        |                            |                                            |       |                   |         |                   |      

See notes to interim condensed financial statements

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TOMS FOODS INC.
CONDENSED STATEMENTS OF OPERATIONS FOR THE TWELVE AND
THIRTY-SIX WEEKS ENDED
SEPTEMBER 6, 2003 AND SEPTEMBER 7, 2002
(in thousands)

|                                                      |                   |                                                                                |         |                    |        |                        |         |               |        |               |         |        |        |   |         |         |        | 
|----------------------------------------------------- | ----------------- | ------------------------------------------------------------------------------ | ------- | ------------------ | ------ | ---------------------- | ------- | ------------- | ------ | ------------- | ------- | ------ | ------ | - | ------- | ------- | ------ | 
|                                                      |                   |                                                                                |         | Twelve Weeks Ended |        | Thirty-Six Weeks Ended
|                                                      |                   |                                                                                |         |                    |        |                       
|                                                      |                   |                                                                                |         | Sept. 6, 2003      |        | Sept. 7, 2002          |         | Sept. 6, 2003 |        | Sept. 7, 2002
|                                                      |                   |                                                                                |         |                    |        |                        |         |               |        |              
|                                                      |                   |                                                                                |         | (unaudited)        |        | (unaudited)            |         | (unaudited)   |        | (unaudited)  
|Net sales                                             |                   | $                                                                              | 44,330  |                    |        | $                      | 47,288  |               |        | $             | 137,648 |        |        | $ | 148,277 |        
|Cost of goods sold                                    |                   |                                                                                | (27,131 | )                  |        |                        | (30,452 | )             |        |               | (85,619 | )      |        |   | (94,115 | )      
|                                                      |                   |                                                                                |         |                    |        |                        |         |               |        |               |         |        |        |   |         |        
|                                                      |                   | Gross profit                                                                   |         |                    | 17,199 |                        |         |               | 16,836 |               |         |        | 52,029 |   |         |         | 54,162 | 
|Expenses and other income:                            |                   |                                                                                |         |                    |        |                        |         |               |        |               |         |        |        |   |         |        
|Selling and administrative expenses                   |                   |                                                                                | (16,024 | )                  |        |                        | (14,864 | )             |        |               | (49,650 | )      |        |   | (47,259 | )      
|Amortization of intangible assets                     |                   |                                                                                | (164    | )                  |        |                        | (159    | )             |        |               | (489    | )      |        |   | (478    | )      
|Other operating income, net                           |                   |                                                                                | 278     |                    |        |                        | 69      |               |        |               | 623     |        |        |   | 269     |        
|                                                      |                   |                                                                                |         |                    |        |                        |         |               |        |               |         |        |        |   |         |        
|                                                      |                   | Income from operations                                                         |         |                    | 1,289  |                        |         |               | 1,882  |               |         |        | 2,513  |   |         |         | 6,694  | 
|Interest expense, net                                 |                   |                                                                                | (1,649  | )                  |        |                        | (1,705  | )             |        |               | (4,897  |        |        |   | (4,998  | )      
|                                                      |                   |                                                                                |         |                    |        |                        |         |               |        |               |         |        |        |   |         |        
|                                                      |                   | Income (loss) before income taxes                                              |         |                    | (360   | )                      |         |               | 177    |               |         |        | (2,384 | ) |         |         | 1,696  | 
|Provision for income taxes                            |                   |                                                                                | (31     | )                  |        |                        | (35     | )             |        |               | (93     | )      |        |   | (103    | )      
|                                                      |                   |                                                                                |         |                    |        |                        |         |               |        |               |         |        |        |   |         |        
|                                                      |                   | Net income (loss) before cumulative effect of a
change in accounting principle |         | $                  | (391   | )                      |         | $             | 142    |               |         | $      | (2,477 | ) |         | $       | 1,593  | 
|                                                      |                   |                                                                                |         |                    |        |                        |         |               |        |               |         |        |        |   |         |        
|Cumulative effect of a change in accounting principle |                   |                                                                                | 0       |                    |        |                        | 0       |               |        |               | 0       |        |        |   | (22,934 | )      
|                                                      |                   |                                                                                |         |                    |        |                        |         |               |        |               |         |        |        |   |         |        
|                                                      | Net income (loss) |                                                                                | $       | (391               | )      |                        | $       | 142           |        |               | $       | (2,477 | )      |   | $       | (21,341 | )     
|                                                      |                   |                                                                                |         |                    |        |                        |         |               |        |               |         |        |        |   |         |        

See notes to interim condensed financial statements

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TOMS FOODS INC.
CONDENSED STATEMENTS OF CASH FLOWS
FOR THE THIRTY-SIX WEEKS ENDED
SEPTEMBER 6, 2003 AND SEPTEMBER 7, 2002
(in thousands)

|                                                      |                                                                                           |                                                     |       |                        |        |               |        |         |        |  
|----------------------------------------------------- | ----------------------------------------------------------------------------------------- | --------------------------------------------------- | ----- | ---------------------- | ------ | ------------- | ------ | ------- | ------ | -
|                                                      |                                                                                           |                                                     |       | Thirty-Six Weeks Ended
|                                                      |                                                                                           |                                                     |       |                       
|                                                      |                                                                                           |                                                     |       | Sept. 6, 2003          |        | Sept. 7, 2002
|                                                      |                                                                                           |                                                     |       |                        |        |              
|                                                      |                                                                                           |                                                     |       | (unaudited)            |        | (unaudited)  
|Cash flows from operating activities:                 |                                                                                           |                                                     |       |                        |        |               |        |        
|                                                      | Net loss                                                                                  |                                                     | $     | (2,477                 | )      |               | $      | (21,341 | )     
|                                                      |                                                                                           |                                                     |       |                        |        |               |        |        
|                                                      | Adjustments to reconcile net loss to net cash
(used in) provided by operating activities: |                                                     |       |                        |        |               |        |         |       
|Depreciation                                          |                                                                                           |                                                     | 5,620 |                        |        |               | 6,160  |        
|Amortization of intangible assets                     |                                                                                           |                                                     | 489   |                        |        |               | 478    |        
|Amortization of deferred debt issuance cost           |                                                                                           |                                                     | 364   |                        |        |               | 364    |        
|Cumulative effect of a change in accounting principle |                                                                                           |                                                     | 0     |                        |        |               | 22,934 |        
|Provision for income taxes                            |                                                                                           |                                                     | 93    |                        |        |               | 103    |        
|Loss on disposal of property, plant, and equipment    |                                                                                           |                                                     | (3    | )                      |        |               | 8      |        
|Changes in operating assets and liabilities:          |                                                                                           |                                                     |       |                        |        |               |        |        
|                                                      | Accounts and notes receivable, net                                                        |                                                     |       | (1,917                 | )      |               |        | (3,758  | )     
|                                                      | Inventories                                                                               |                                                     |       | 771                    |        |               |        | (939    | )     
|                                                      | Other assets                                                                              |                                                     |       | (111                   | )      |               |        | (677    | )     
|                                                      | Accounts payable                                                                          |                                                     |       | (2,955                 | )      |               |        | (1,355  | )     
|                                                      | Other liabilities                                                                         |                                                     |       | (1,623                 | )      |               |        | 1,466   |       
|                                                      | Accrued pension cost                                                                      |                                                     |       | 482                    |        |               |        | (1,611  | )     
|                                                      |                                                                                           |                                                     |       |                        |        |               |        |        
|                                                      |                                                                                           | Total adjustments                                   |       |                        | 1,210  |               |        |         | 23,173 |  
|                                                      |                                                                                           |                                                     |       |                        |        |               |        |        
|                                                      |                                                                                           | Net cash (used in) provided by operating activities |       |                        | (1,267 | )             |        |         | 1,832  |  
|                                                      |                                                                                           |                                                     |       |                        |        |               |        |        
|Cash flows from investing activities:                 |                                                                                           |                                                     |       |                        |        |               |        |        
|                                                      | Additions to property, plant, and equipment                                               |                                                     |       | (2,915                 | )      |               |        | (7,875  | )     
|                                                      | Proceeds from disposal of property, plant, and equipment                                  |                                                     |       | 30                     |        |               |        | 21      |       
|                                                      |                                                                                           |                                                     |       |                        |        |               |        |        
|                                                      |                                                                                           | Net cash used in investing activities               |       |                        | (2,885 | )             |        |         | (7,854 | )
|                                                      |                                                                                           |                                                     |       |                        |        |               |        |        
|Cash flows from financing activities:                 |                                                                                           |                                                     |       |                        |        |               |        |        
|                                                      | Net borrowing from working capital revolving facility                                     |                                                     |       | 5,689                  |        |               |        | 3,908   |       
|                                                      | Return of industrial development revenue bond escrow deposit                              |                                                     |       | 0                      |        |               |        | 354     |       
|                                                      | Litigation escrow deposit                                                                 |                                                     |       | (1,563                 | )      |               |        | 0       |       
|                                                      | (Payments) borrowings of other long-term debt                                             |                                                     |       | (40                    | )      |               |        | 80      |       
|                                                      |                                                                                           |                                                     |       |                        |        |               |        |        
|                                                      |                                                                                           | Net cash provided by financing activities           |       |                        | 4,086  |               |        |         | 4,342  |  
|                                                      |                                                                                           |                                                     |       |                        |        |               |        |        
|Decrease in cash and short-term investments           |                                                                                           |                                                     | (66   | )                      |        |               | (1,680 | )      
|Cash and short-term investments, beginning of period  |                                                                                           |                                                     | 1,856 |                        |        |               | 2,933  |        
|                                                      |                                                                                           |                                                     |       |                        |        |               |        |        
|Cash and short-term investments, end of period        |                                                                                           | $                                                   | 1,790 |                        |        | $             | 1,253  |        
|                                                      |                                                                                           |                                                     |       |                        |        |               |        |        
|Interest paid during the period                       |                                                                                           | $                                                   | 3,829 |                        |        | $             | 3,920  |        
|Income taxes paid during the period                   |                                                                                           | $                                                   | 88    |                        |        | $             | 99     |        

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TOMS FOODS INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS




Item 1. FINANCIAL STATEMENTS

The accompanying unaudited financial statements of Toms Foods Inc. have been
prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. It is suggested that these financial
statements be read in conjunction with the financial statements and the notes
thereto included in the annual report and Form 10-K for the fiscal year ended
December 28, 2002.

The accompanying unaudited financial statements include, in the opinion of
management, all adjustments, which are of a normal recurring nature, necessary
for a fair presentation for the periods presented. Results for the interim
periods presented are not necessarily indicative of results that may be
expected for a full fiscal year.

Fiscal Year

The Companys fiscal year is the 52- or 53-week period ending on the Saturday
nearest to December 31. The current year, fiscal 2003, ends January 3, 2004
and contains 53 weeks. The Companys first three quarters contain twelve-weeks
of results while the fourth quarter contains 16 or 17 weeks coinciding with the
Companys fiscal year.

Use of Estimates

The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ from
those estimates.

Revenue Recognition

Revenues for distributor sales are recognized when the goods are received by
the distributor. Revenues for product sold through the Companys internal
distributor network are recognized when the goods are received by the retailer.
Revenues for contract sales are recognized when the goods are picked up by the
customer. The Company accounts for certain sales incentives given to customers
as a reduction of net sales.

Inventories

Inventories are stated at the lower of cost or market. Cost is determined
using the average cost for raw materials, packaging materials, and work in
process. Finished goods cost is determined using the first-in, first-out
method. Cost elements include the cost of raw materials, direct labor, and
overhead incurred in the manufacturing process.

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Pension Plans

The Companys pension costs are determined by using various assumptions and
methodologies as prescribed by Statement of Financial Accounting Standards No.
87, Employers Accounting for Pensions. These assumptions include discount
rates, inflation, rate of compensation increases, expected return on plan
assets, mortality rates and other factors. The Company believes that the
assumptions utilized in recording the obligations under our plans are
reasonable based on input from our outside actuary. The Company recorded an
additional minimum liability of $7.9 million for the fiscal year ended December
28, 2002.

Hedging Transactions

The Company has limited involvement with derivative financial instruments and
does not use them for speculative purposes. The Company enters into various
futures contracts and futures options to reduce the impact of volatility in raw
material prices. Effective December 31, 2000, the Company adopted the Financial
Accounting Standards Boards (FASB) Statement of Financial Accounting
Standard (SFAS) No. 133, Accounting for Derivative Instruments and Hedging
Activities, subsequently amended by SFAS No. 138, Accounting for Certain
Derivative Instruments. SFAS No. 133 and SFAS No. 138 require the Company to
recognize all derivative instruments as assets or liabilities and to measure
those instruments at fair value. Changes in the derivative fair values are
deferred and recorded as a component of accumulated other comprehensive income
until the hedged transactions occur and are recognized in earnings. Any
ineffective portion of a hedging derivatives change in fair value is
immediately recognized in earnings. The Company formally documents all
relationships between hedging instruments and hedged items as well as its risk
management objectives and strategies for undertaking the hedge transactions.
The Company links all hedges to forecast transactions and assesses, both at the
inception of the hedge and on an ongoing basis, whether the derivatives that
are used in hedging transactions are highly effective in offsetting changes in
cash flows of hedged items. Adoption of these Statements did not have a
significant impact on the Companys financial position and operating results.
At September 6, 2003, the Company had no open futures or options contracts.

Statement of Financial Accounting Standards No. 150

In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial
Instruments With Characteristics of Both Liabilities and Equity. The statement
establishes standards for how an issuer classifies and measures certain
financial instruments with both characteristics of liabilities and equity. It
requires that an issuer classify a financial instrument that is within its
scope as a liability (or an asset in some circumstances). Adoption of this
standard is required for existing or new contracts for fiscal years beginning
after December 15, 2003. The Companys Class A preferred stock may be
exchanged, at the Companys option, for an equal amount of senior debt if the
Company meets certain financial targets, as defined. As the Class A preferred
stock is only redeemable upon the Company meeting certain financials targets,
which have not been met as of September 6, 2003, and is redeemable at the
option of the Company, no reclassification of the Class A preferred stock is
required under SFAS No. 150.

Revolving Credit Facility

Revolver borrowings were $5.7 million in the first three quarters of 2003
compared to $3.9

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million in the same period of 2002. In connection with the appeal of a $1.2
million verdict against the Company in the Circuit Court of Alabama, the
Company deposited $1.6 million in cash to secure a bond posted in order to stay
the execution of the verdict pending such appeal, which is recorded as the
litigation escrow deposit under financing activities.

Goodwill and Intangible Assets

The useful lives of amortizable intangible assets are evaluated periodically,
and subsequent to impairment reviews, to determine whether revision is
warranted. If cash flows related to a nonamortizable intangible are not
expected to continue beyond the foreseeable future, a useful life would be
assigned.

Upon adoption of SFAS No. 141, the Company reclassified certain intangible
assets previously allocated to assembled staff into goodwill, and ceased
amortization related to these intangibles.
A summary of the changes to goodwill for the periods ended December 28, 2002
and September 6, 2003 is presented below (in thousands):

|                             |  |          |     |              |  |             |     |          |  |   |     | 
|---------------------------- |  | -------- | --- | ------------ |  | ----------- | --- | -------- |  | - | --- | 
|                             |  |          |     |              |  | Accumulated |     | Carrying
|                             |  | Goodwill |     | Amortization |  | Value      
|                             |  |          |     |              |  |            
|Balance at December 28, 2002 |  | $        | 644 |              |  | $           |    |          |  | $ | 644 | 
|Add: Goodwill Acquired       |  |          |     |              |  |             | 116 |          |  |   | 116 | 
|Balance at September 6, 2003 |  | $        | 760 |              |  | $           |    |          |  | $ | 760 | 

Other intangible assets are subject to amortization with useful lives ranging
up to 35 years. Intangible assets with indefinite lives are not amortized. The
Company has reviewed the carrying value of these assets under the guidance of
SFAS No. 144 and determined there was no impairment related to these balances.
Intangible assets at December 28, 2002 and September 6, 2003 consist of the
following (in thousands):

|                                              |  |       |        |              |  |             |        |          |  |   |        | 
|--------------------------------------------- |  | ----- | ------ | ------------ |  | ----------- | ------ | -------- |  | - | ------ | 
|                                              |  |       |        |              |  | Accumulated |        | Carrying
|Balance December 28, 2002                     |  | Total |        | Amortization |  | Value      
|                                              |  |       |        |              |  |            
|Trademark                                     |  | $     | 4,803  |              |  | $           | (1,121 | )        |  | $ | 3,682  | 
|Distribution System                           |  |       | 22,432 |              |  |             | (6,673 | )        |  |   | 15,759 | 
|Distribution System,intangible asset acquired |  |       | 379    |              |  |             | (8     | )        |  |   | 371    | 
|Unamortized prior service cost                |  |       | 197    |              |  |             |        |          |  |   | 197    | 
|                                              |  |       |        |              |  |             |        |          |  |   |        | 
|                                              |  | $     | 27,811 |              |  | $           | (7,802 | )        |  | $ | 20,009 | 
|                                              |  |       |        |              |  |             |        |          |  |   |        | 

|                                              |  |       |        |              |  |             |        |          |  |   |        | 
|--------------------------------------------- |  | ----- | ------ | ------------ |  | ----------- | ------ | -------- |  | - | ------ | 
|                                              |  |       |        |              |  | Accumulated |        | Carrying
|Balance September 6, 2003                     |  | Total |        | Amortization |  | Value      
|                                              |  |       |        |              |  |            
|Trademark                                     |  | $     | 4,803  |              |  | $           | (1,121 | )        |  | $ | 3,682  | 
|Distribution System                           |  |       | 22,432 |              |  |             | (7,151 | )        |  |   | 15,281 | 
|Distribution System,intangible asset acquired |  |       | 446    |              |  |             | (19    | )        |  |   | 427    | 
|Unamortized prior service cost                |  |       | 197    |              |  |             |        |          |  |   | 197    | 
|                                              |  |       |        |              |  |             |        |          |  |   |        | 
|                                              |  | $     | 27,878 |              |  | $           | (8,291 | )        |  | $ | 19,587 | 
|                                              |  |       |        |              |  |             |        |          |  |   |        | 

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Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Results of Operations

TWELVE-WEEKS ENDED SEPTEMBER 6, 2003
COMPARED TO TWELVE-WEEKS ENDED SEPTEMBER 7, 2002

Net sales for the third quarter ended September 6, 2003 were $44.3 million,
compared to sales of $47.3 million for the corresponding period in 2002. The
decrease continues to be from lower volume in third party contract pack sales
consistent with the first and second quarters of 2003.

Gross profit was $17.2 million in the third quarter of 2003 as compared to
$16.8 million in the third quarter of 2002, with Toms branded sales margins
increasing by $805,000 versus prior year and lower margins of $463,000,
resulting from the decreased contract pack production, as noted above versus
last year.

For the third quarter of 2003, selling and administrative expenses were $16.0
million compared to $14.9 million for the third quarter in 2002 due primarily
to an increase in the number of Company owned and operated distribution routes,
which is consistent with the Companys strategic plan.

Interest expense, net of interest income was $1.6 million in the third quarter
of 2003 and $1.7 million for the third quarter of 2002.

The provision for income taxes was relatively flat at $31,000 in 2003 compared
to $35,000 for 2002. The Company estimates that it will have no Federal tax
obligation for the fiscal year due to loss carryforwards from prior years.

Net loss for the twelve-week period ended September 6, 2003 was $391,000
compared to a net income of $142,000 for the corresponding period in 2002, due
to the factors discussed above.

THIRTY-SIX WEEKS ENDED SEPTEMBER 6, 2003
COMPARED TO THIRTY-SIX WEEKS ENDED SEPTMEBER 7, 2002

Net sales for the three quarters ended September 6, 2003 were $137.6 million,
compared to sales of $148.3 million for the corresponding period in 2002. The
sales decrease is totally attributable to a decrease in third party contract
sales volume. During the second quarter the Company received notification, from
a contract customer, of the discontinuation of one of its product lines, the
volume of which had been declining through the first quarter and was the
primary reason for the first and second quarter sales shortfall compared to
prior year. In addition, another contract customer revised/rescheduled the
sales projection for its products for the remainder of the year. While the
revised sales projection will be lower than the budgeted sales, the volume is
expected to be greater than 2002, on these same products.

Gross profit was $52.0 million, or 37.8%, in the first thirty-six weeks of 2003
as compared to $54.2 million, or 36.5%, in the corresponding period of 2002,
due to lower margin/fixed cost coverage from the decreased contract pack
production, as noted above, which is partially offset by an increase in Toms
branded volume/margins, as well as continued increased energy and

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commodity costs, as noted in the first and second quarter filings.

For the first thirty-six weeks of 2003, selling and administrative expenses
increased to $49.7 million from $47.3 million in the same period of 2002, due
primarily to an increase in the number of Company owned and operated
distribution routes and one time costs associated with the increased
distribution from new National Account customers. During 2002, the Company
discontinued its postretirement medical benefit plan designed to bridge certain
employees whom had taken an early retirement to Medicare eligibility. The
non-cash accrued postretirement long-term liability, which had been previously
expensed against operating income and had a balance of $1.7 million at December
29, 2001, was reversed with a corresponding non-cash credit to selling and
administrative expense which was partially offset by the noted increase in
Company owned route related costs and higher estimated expenses associated with
the Companys insurance and employee welfare programs.

Interest expense, net of interest income was $4.9 million in the three quarters
of 2003 compared to $5.0 million in the corresponding period in 2002.

The provision for income taxes was $93,000 in 2003 compared to $103,000 for
2002. The Company estimates that it will have no Federal tax obligation for
the fiscal year due to loss carryforwards from prior years.

Loss before cumulative effect of a change in accounting principle was $2.5
million for the three quarters of 2003 compared to a net income of $1.6 million
for the corresponding period in 2002, due entirely to the lost volume from the
third party contract sales customers.

In the first quarter of 2002, the Company completed its goodwill impairment
testing indicating a non-cash goodwill impairment loss of $22.9 million
recorded as a cumulative effect of accounting change and a reduction in
goodwill. During 2003, the Company conducted its goodwill impairment testing
and determined no impairment was necessary.

The net loss for the thirty-six week period ended September 6, 2003 was $2.5
million compared to a net loss of $21.3 million for the same period of 2002.

FINANCIAL CONDITION

Liquidity and Capital Resources

On October 14, 1997, the Company issued (the Offering) $60 million of its
10.5% Senior Secured Notes (the Notes) due November 1, 2004. The Notes are
secured by a first lien on and security interest in all of the Companys real
properties, other than the Perry, FL and Knoxville, TN facilities and the
Companys equipment and intellectual property. The indenture governing the
Notes has certain covenants including, without limitation, covenants limiting
the incurrence of additional indebtedness, assets sales, investments,
restricted payments and liens. The Company may redeem the Notes in whole or in
part at a redemption price of 102.625% until October 31, 2003, and 100%
thereafter, plus accrued interest through the date of redemption. In
connection with the Offering, the Company incurred $3.5 million in fees and
expenses which were capitalized and are being amortized over the seven year
term of the Notes. As of September 6, 2003, the accumulated amortization of
these costs equaled approximately $3.0 million. The Company is in the process
of evaluating various alternatives to refinance the Notes prior to their
maturity on November 1, 2004. Failure to refinance the Notes on similar terms
would have a material adverse affect on the Companys future cash flows and its
ability to reinvest in the business at current levels or fund its working
capital requirements.

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On January 31, 2000, the Company entered into a revolving credit facility which
terminates on August 30, 2004 providing for a $17,000,000 revolving loan
facility and letter-of-credit accommodations. Under the loan agreement, the
revolving loan is based on 85% of all eligible accounts receivables, plus 55%
of the value of eligible inventory, plus 10% of packaging materials, all as
defined. The interest rate for the new revolving facility is the prime rate of
interest or, at the Companys option, LIBOR plus 2.0%. The average effective
interest rate on the Companys line of credit for the three quarters ended
September 6, 2003 and September 7, 2002 was 4.2% and 4.8% for each year,
respectively. The revolving credit agreement requires the Company to maintain
certain financial ratios relating to fixed charge coverage, working capital,
and minimum borrowing availability, as defined. The Companys revolving loan
facility is secured by a first lien on and security interest in the inventory
and receivables of the Company and certain related Collateral.

The Companys cash flow requirements are for working capital, capital
expenditures and debt service. The Company has met its liquidity needs through
internally generated funds and a revolving line of credit established in
January 2000, which matures in August 2004.

As of September 6, 2003, the Company had an outstanding revolving loan balance
of $5.7 million, letters of credit outstanding of $2.8 million, $4.2 million of
borrowing availability and a working capital position of $4.5 million.

Net cash used in operating activities was $1.3 million for the thirty-six week
period ended September 6, 2003, a variance of $3.0 million, versus $1.8 million
provided by operations during the same period in 2002, mainly attributable to
the reduction in revenue associated with the contract sales volume.

Net cash used in investing activities was $2.9 million in the first three
quarters of 2003 compared to $7.9 million in 2002.

Net cash provided by financing activities was $4.1 million the first three
quarters of 2003 versus $4.3 million in the same period of 2002. Revolver
borrowings were $5.7 million in the first three quarters of 2003 compared to
$3.9 million in the same period of 2002. In connection with the appeal of a
$1.2 million verdict against the Company in the Circuit Court of Alabama, the
Company deposited $1.6 million in cash to secure a bond posted in order to stay
the execution of the verdict pending such appeal, which is recorded as the
litigation escrow deposit under financing activities.

New Accounting Pronouncements

In April 2002, the FASB issued SFAS No. 145 Rescission of FASB Statements No.
4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections.
SFAS No 145 addresses the treatment of debt extinguishment as an extraordinary
item in the statement of operations. Adoption of this standard is required for
fiscal years beginning after May 15, 2002. The adoption of SFAS No. 145
required a reclassification of the extraordinary item for debt extinguishment
included in the companys December 29, 2001 financial statements to be
reclassified to operating income (loss).

The FASB issued Interpretation No. 45, Guarantors Accounting and Disclosure
Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of
Others (FIN 45), which addresses the disclosures to be made by a guarantor in
its interim and annual financial statements about its obligations under
guarantees. FIN 45 also clarifies the requirements related to the recognition
of a liability by a guarantor at the inception of a guarantee for the
guarantors noncontingent obligations associated with such guarantee. The
disclosure requirements of this Interpretation are effective for financial
statements of periods ending after December 15, 2002

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whereas the initial recognition and measurement provisions are applicable on a
prospective basis for guarantees issued or modified after December 31, 2002.

In January 2003, the FASB issued Interpretation No. 46, Consolidation of
Variable Interest Entities(FIN 46), an Interpretation of ARB No. 51. FIN 46
requires certain variable interest entities to be consolidated by the primary
beneficiary of the entity if the equity investors in the entity do not have the
characteristics of a controlling financial interest or do not have sufficient
equity at risk for the entity to finance its activities without additional
subordinated financial support from other parties. FIN 46 is effective for all
new variable interest entities created or acquired after January 31, 2003. For
variable interest entities created or acquired prior to February 1, 2003, the
provisions of FIN 46 must be applied for the first interim or annual period
beginning after December 15, 2003. The Company does not expect FIN 46 to have a
material impact on the Companys financial position or results of operations.

In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial
Instruments With Characteristics of Both Liabilities and Equity. The statement
establishes standards for how an issuer classifies and measures certain
financial instruments with both characteristics of liabilities and equity. It
requires that an issuer classify a financial instrument that is within its
scope as a liability (or an asset in some circumstances). Adoption of this
standard is required for existing or new contracts for fiscal years beginning
after December 15, 2003. The Companys Class A preferred stock may be
exchanged, at the Companys option, for an equal amount of senior debt if the
Company meets certain financial targets, as defined. As the Class A preferred
stock is only redeemable upon the Company meeting certain financials targets,
which have not been met as of September 6, 2003, and is redeemable at the
option of the Company, no reclassification of the Class A preferred stock is
required under SFAS No. 150.

Cautionary Statement Related to Forward-Looking Statements

The statements contained in the foregoing Managements Discussion and Analysis
of Financial Condition and Results of Operations and elsewhere which are not
historical facts are forward-looking statements that involve risks and
uncertainties that could cause actual results to differ materially from those
set forth in the forward-looking statements. There can be no assurance that
any forward-looking statement will be realized or that actual results will not
be significantly higher or lower than set forth in such forward-looking
statement.




ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Raw materials used by the Company are subject to price volatility caused by
weather, government farm programs, global supply and demand, and other
unpredictable factors. To manage potential volatility in raw material prices,
the Company from time to time enters into commodity future and option
contracts, which are less than one year in duration. The Companys
Board-approved policy is to use such commodity derivative financial instruments
only to the extent necessary to manage these raw material price exposures. The
Company does not use these financial instruments for speculative purposes.
These commodity instruments are marketable exchange traded contracts designated
as hedges, and the changes in the market value of such contracts have a high
correlation to the price changes of the hedged commodity. As of September 6,
2003, the Company had no open futures or options contracts in wheat, soybean
oil, corn, diesel, or natural gas.

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The Company has a credit facility that has an interest rate based upon the
prime rate or, at the Companys option, the London InterBank Offered Rate
(LIBOR) plus 2%. Any increases in such rates may dramatically increase the
interest rates under such facility and would make it more costly for the
Company to borrow funds thereunder. These increased borrowing costs may impede
the Companys growth and operating strategies if management determines that
such costs are too high to implement those strategies. These increased costs
may also hinder the Companys ability to fund its working capital requirements.

The Companys $60 million senior secured credit facility matures on November 1,
2004. In spite of continued financial improvement since the Company issued its
senior notes in October 1997, there can be no assurance given current credit
market conditions that the Company will be able to renew its senior credit
facility on terms or at rates as favorable as those set to expire in 2004.
While the facility expiration is 12 months away, failure to renew on similar
terms could hinder the Companys future cash flows and its ability to reinvest
in the business at current levels or fund its working capital requirements.




ITEM 4. CONTROLS AND PROCEDURES

The Companys Chief Executive Officer and Chief Financial Officer have
concluded, based on their evaluation within 90 days prior to the filing date of
this report, that the Companys disclosure controls and procedures are
effective to ensure that information required to be disclosed in the reports
that the Company files or submits under the Securities Exchange Act of 1934 is
recorded, processed, summarized and reported, within the time periods specified
in the Securities and Exchange Commissions rules and forms. There have been
no significant changes in the Companys internal controls or in other factors
that could significantly affect these controls subsequent to the date of the
foregoing evaluation.




Part II. OTHER INFORMATION




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

|    |  |                                                    
|--- |  | ---------------------------------------------------
|(a) |  | Exhibits.                                          
|    |  |                                                    
|    |  | Exhibit 31.1  Section 302 Certification of the CEO
|    |  |                                                    
|    |  | Exhibit 31.2  Section 302 Certification of the CFO
|    |  |                                                    
|    |  | Exhibit 32.1  Section 906 Certification of the CEO
|    |  |                                                    
|    |  | Exhibit 32.2  Section 906 Certification of the CFO
|    |  |                                                    
|(b) |  | Reports on Form 8-K.                               

There were no reports on Form 8-K filed by the Registrant during the
quarter ended September 6, 2003.

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SIGNATURES

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

|                                                                                                                        | 
|----------------------------------------------------------------------------------------------------------------------- | 
|TOMS FOODS INC.                                                                                                       
|                                                                                                                       
|                                                                                                                       
|                                                                                                                       
|By  /s/ Rolland G. DivinRolland G. Divin
President, Chief Executive Officer,
and Director (Principal Executive Officer)
|                                                                                                                       
|                                                                                                                       
|                                                                                                                       
|Date: October 21, 2003                                                                                                 
|                                                                                                                       
|                                                                                                                       
|                                                                                                                       
|By   /s/ Sharon M. SandersSharon M. Sanders
Acting Chief Financial Officer                                             
|                                                                                                                       
|                                                                                                                       
|                                                                                                                       
|Date: October 21, 2003                                                                                                 

14