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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q/A

Amendment No. 1

(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 March 23, 2002

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 þ No o

Pursuant to this Form 10-Q/A, the registrant amends
Item 1. Financial Statements for the quarter (twelve-weeks) ended March 23, 2002
to record an
impairment charge of $22,934 thousand for the carrying value of its
goodwill. The impact of the impairment charge, reported as a
cumulative effect of accounting change, is reflected through changes
in the Balance Sheet, Statement of Operations, and Statement of Cash
Flows, although the impairment charge had no impact on the cash flow
from operations, and is more fully discussed in revisions to
Item 2. Managements Discussion and Analysis of Financial
Condition and Results of Operations. The
registrant has also amended Item 1. Financial Statements
for the quarter (twelve-weeks) ended March 23, 2002 to correct a clerical error in the
amount of revenue reported for the prior year twelve-week period
ended March 24, 2001 formerly reported as $46,611 thousand which
is correctly reported as $45,611 thousand. This change did not affect
any of the previously reported earnings or cash flow amounts.





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TABLE OF CONTENTS



|                           |                                                                                               |  |  |  |  |  |  | 
|-------------------------- | --------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|                           | BALANCE SHEETS                                                                               
|                           | STATEMENTS OF OPERATIONS                                                                     
|                           | STATEMENTS OF CASH FLOWS                                                                     
|                           | NOTES TO FINANCIAL STATEMENTS                                                                
|                           | Item 1. BASIS OF FINANCIAL STATEMENTS AND FORMATION AND ORGANIZATION                         
|                           | Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|Part II. OTHER INFORMATION
|                           | Item 6. Exhibits and Reports on Form 8-K.                                                    
|SIGNATURES                



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##### Table of Contents



TOMS FOODS INC.

QUARTERLY REPORT ON FORM 10-Q
FOR THE TWELVE-WEEKS
ENDED MARCH 23, 2002

TABLE OF CONTENTS

|           |  |                                                                                                   |  |     
|---------- |  | ------------------------------------------------------------------------------------------------- |  | ----
|           |  |                                                                                                   |  | Page
|PART I     |  | FINANCIAL INFORMATION                                                                             |  |     
|           |  |                                                                                                   |  |     
|Item 1.    |  | Financial Statements:                                                                             |  |     
|           |  |                                                                                                   |  |     
|           |  | Balance Sheets as of March 23, 2002 (unaudited) and December 29, 2001                             |  | 3   
|           |  |                                                                                                   |  |     
|           |  | Statements of Operations (unaudited) for the twelve-weeks ended
March 23, 2002 and March 24, 2001 |  | 4   
|           |  |                                                                                                   |  |     
|           |  | Statements of Cash Flows (unaudited) for the twelve-weeks ended
March 23, 2002 and March 24, 2001 |  | 5   
|           |  |                                                                                                   |  |     
|           |  | Notes to Financial Statements                                                                     |  | 6   
|           |  |                                                                                                   |  |     
|Item 2.    |  | Managements Discussion and Analysis of Financial Condition and
Results of Operations             |  | 7   
|           |  |                                                                                                   |  |     
|PART II    |  | OTHER INFORMATION                                                                                 |  |     
|           |  |                                                                                                   |  |     
|Item 6.    |  | Exhibits and Reports on Form 8-K                                                                  |  | 10  
|           |  |                                                                                                   |  |     
|SIGNATURES |  | 11                                                                                               

2



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TOMS FOODS INC.




BALANCE SHEETS


MARCH 23, 2002 AND DECEMBER 29, 2001


(in thousands except per share data)


|                                                                                                                                                                                               |                                                                                                                                                                                                   |                                     |                                            |                   |       |         |        |         |       |         | 
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------- | ------------------------------------------ | ----------------- | ----- | ------- | ------ | ------- | ----- | ------- | 
|                                                                                                                                                                                               |                                                                                                                                                                                                   | March 23, 2002                      |                                            | December 29, 2001
|                                                                                                                                                                                               |                                                                                                                                                                                                   |                                     |                                            |                  
|                                                                                                                                                                                               |                                                                                                                                                                                                   | (unaudited)                         |                                            |                  
|ASSETS                                                                                                                                                                                         |                                                                                                                                                                                                   |                                     |                                            |                   |       |         |        |        
|Current Assets:                                                                                                                                                                                |                                                                                                                                                                                                   |                                     |                                            |                   |       |         |        |        
|                                                                                                                                                                                               | Cash and short-term investments                                                                                                                                                                   |                                     | $                                          | 1,403             |       |         | $      | 2,933   |      
|                                                                                                                                                                                               | Accounts and notes receivable, net                                                                                                                                                                |                                     |                                            | 16,193            |       |         |        | 11,391  |      
|                                                                                                                                                                                               | Inventories:                                                                                                                                                                                      |                                     |                                            |                   |       |         |        |         |      
|                                                                                                                                                                                               |                                                                                                                                                                                                   | Raw materials                       |                                            |                   | 3,806 |         |        |         | 2,415 |        
|                                                                                                                                                                                               |                                                                                                                                                                                                   | Packaging materials                 |                                            |                   | 2,575 |         |        |         | 2,099 |        
|                                                                                                                                                                                               |                                                                                                                                                                                                   | Finished goods and work in progress |                                            |                   | 6,003 |         |        |         | 5,639 |        
|                                                                                                                                                                                               | Other current assets                                                                                                                                                                              |                                     |                                            | 4,490             |       |         |        | 4,192   |      
|                                                                                                                                                                                               |                                                                                                                                                                                                   |                                     |                                            |                   |       |         |        |        
|                                                                                                                                                                                               |                                                                                                                                                                                                   |                                     | Total current assets                       |                   |       | 34,470  |        |         |       | 28,669  | 
|                                                                                                                                                                                               |                                                                                                                                                                                                   |                                     |                                            |                   |       |         |        |        
|Property, plant, and equipment:                                                                                                                                                                |                                                                                                                                                                                                   |                                     |                                            |                   |       |         |        |        
|                                                                                                                                                                                               | Land and land improvements                                                                                                                                                                        |                                     |                                            | 5,934             |       |         |        | 5,871   |      
|                                                                                                                                                                                               | Buildings                                                                                                                                                                                         |                                     |                                            | 18,088            |       |         |        | 18,056  |      
|                                                                                                                                                                                               | Machinery, equipment and vehicles                                                                                                                                                                 |                                     |                                            | 53,696            |       |         |        | 52,946  |      
|                                                                                                                                                                                               | Vending and other distribution equipment                                                                                                                                                          |                                     |                                            | 12,494            |       |         |        | 12,183  |      
|                                                                                                                                                                                               | Furniture and fixtures                                                                                                                                                                            |                                     |                                            | 15,942            |       |         |        | 15,585  |      
|                                                                                                                                                                                               | Construction in progress                                                                                                                                                                          |                                     |                                            | 6,890             |       |         |        | 5,253   |      
|                                                                                                                                                                                               |                                                                                                                                                                                                   |                                     |                                            |                   |       |         |        |        
|                                                                                                                                                                                               |                                                                                                                                                                                                   |                                     | Total property, plant, and equipment       |                   |       | 113,044 |        |         |       | 109,894 | 
|                                                                                                                                                                                               | Accumulated depreciation                                                                                                                                                                          |                                     |                                            | (62,694           | )     |         |        | (60,745 | )    
|                                                                                                                                                                                               |                                                                                                                                                                                                   |                                     |                                            |                   |       |         |        |        
|                                                                                                                                                                                               |                                                                                                                                                                                                   |                                     | Net property, plant, and equipment         |                   |       | 50,350  |        |         |       | 49,149  | 
|                                                                                                                                                                                               |                                                                                                                                                                                                   |                                     |                                            |                   |       |         |        |        
|Noncurrent accounts and notes receivable, net                                                                                                                                                  |                                                                                                                                                                                                   |                                     | 216                                        |                   |       |         | 216    |        
|Other assets                                                                                                                                                                                   |                                                                                                                                                                                                   |                                     | 226                                        |                   |       |         | 225    |        
|Deferred debt issue costs, net                                                                                                                                                                 |                                                                                                                                                                                                   |                                     | 1,269                                      |                   |       |         | 1,385  |        
|Intangible assets and goodwill, net                                                                                                                                                            |                                                                                                                                                                                                   |                                     | 20,211                                     |                   |       |         | 43,084 |        
|                                                                                                                                                                                               |                                                                                                                                                                                                   |                                     |                                            |                   |       |         |        |        
|                                                                                                                                                                                               |                                                                                                                                                                                                   |                                     | Total assets                               |                   | $     | 106,742 |        |         | $     | 122,728 | 
|                                                                                                                                                                                               |                                                                                                                                                                                                   |                                     |                                            |                   |       |         |        |        
|                                                                                                                                                                                              
|LIABILITIES AND SHAREHOLDERS
        EQUITY                                                                                                                                                   |                                                                                                                                                                                                   |                                     |                                            |                   |       |         |        |        
|Current liabilities:                                                                                                                                                                           |                                                                                                                                                                                                   |                                     |                                            |                   |       |         |        |        
|                                                                                                                                                                                               | Revolving debt                                                                                                                                                                                    |                                     | $                                          | 7,680             |       |         | $      | 3,065   |      
|                                                                                                                                                                                               | Accounts payable                                                                                                                                                                                  |                                     |                                            | 11,550            |       |         |        | 9,068   |      
|                                                                                                                                                                                               | Accrued liabilities                                                                                                                                                                               |                                     |                                            | 9,818             |       |         |        | 9,872   |      
|                                                                                                                                                                                               | Current portion of other debt obligations                                                                                                                                                         |                                     |                                            | 280               |       |         |        | 251     |      
|                                                                                                                                                                                               |                                                                                                                                                                                                   |                                     |                                            |                   |       |         |        |        
|                                                                                                                                                                                               |                                                                                                                                                                                                   |                                     | Total current liabilities                  |                   |       | 29,328  |        |         |       | 22,256  | 
|                                                                                                                                                                                               |                                                                                                                                                                                                   |                                     |                                            |                   |       |         |        |        
|Long-term debt:                                                                                                                                                                                |                                                                                                                                                                                                   |                                     |                                            |                   |       |         |        |        
|                                                                                                                                                                                               | Senior secured notes                                                                                                                                                                              |                                     |                                            | 60,000            |       |         |        | 60,000  |      
|                                                                                                                                                                                               | Other debt obligations                                                                                                                                                                            |                                     |                                            | 538               |       |         |        | 455     |      
|                                                                                                                                                                                               |                                                                                                                                                                                                   |                                     |                                            |                   |       |         |        |        
|                                                                                                                                                                                               |                                                                                                                                                                                                   |                                     | Total long-term debt                       |                   |       | 60,538  |        |         |       | 60,455  | 
|                                                                                                                                                                                               |                                                                                                                                                                                                   |                                     |                                            |                   |       |         |        |        
|Other long-term obligations                                                                                                                                                                    |                                                                                                                                                                                                   |                                     | 37                                         |                   |       |         | 37     |        
|Accrued pension cost                                                                                                                                                                           |                                                                                                                                                                                                   |                                     | 6,790                                      |                   |       |         | 6,827  |        
|Accrued postretirement benefits other than
        pensions                                                                                                                                    |                                                                                                                                                                                                   |                                     | 1,666                                      |                   |       |         | 1,666  |        
|Exchangeable portion of Preferred Stock, $.01
        par value, Class A, 7,000 shares authorized, 7,000 shares
        issued and outstanding at March 23, 2002 and
        December 29, 2001 |                                                                                                                                                                                                   |                                     | 10,000                                     |                   |       |         | 10,000 |        
|Shareholders Equity:                                                                                                                                                                          |                                                                                                                                                                                                   |                                     |                                            |                   |       |         |        |        
|                                                                                                                                                                                               | Common stock, $0.01 par value; 10,000 shares
        authorized, 5,000 shares issued and outstanding at
        March 23, 2002 and December 29, 2001                                              |                                     |                                            | 0                 |       |         |        | 0       |      
|                                                                                                                                                                                               | Nonexchangeable portion of Preferred Stock, $.01
        par value, Class A, 7,000 shares authorized, 7,000 shares
        issued and outstanding at March 23, 2002 and
        December 29, 2001 |                                     |                                            | 1,032             |       |         |        | 765     |      
|                                                                                                                                                                                               | Preferred Stock, $.01 par value, Class B,
        21,737 shares authorized, 21,737 shares issued and outstanding
        at March 23, 2002 and December 29, 2001                                  |                                     |                                            | 32,861            |       |         |        | 32,142  |      
|                                                                                                                                                                                               | Additional paid-in capital                                                                                                                                                                        |                                     |                                            | 43,725            |       |         |        | 43,725  |      
|                                                                                                                                                                                               | Accumulated other comprehensive income                                                                                                                                                            |                                     |                                            | 0                 |       |         |        | 11      |      
|                                                                                                                                                                                               | Accumulated deficit                                                                                                                                                                               |                                     |                                            | (79,235           | )     |         |        | (55,156 | )    
|                                                                                                                                                                                               |                                                                                                                                                                                                   |                                     |                                            |                   |       |         |        |        
|                                                                                                                                                                                               |                                                                                                                                                                                                   |                                     | Total shareholders equity                 |                   |       | (1,617  | )      |         |       | 21,487  | 
|                                                                                                                                                                                               |                                                                                                                                                                                                   |                                     |                                            |                   |       |         |        |        
|                                                                                                                                                                                               |                                                                                                                                                                                                   |                                     | Total liabilities and shareholders equity |                   | $     | 106,742 |        |         | $     | 122,728 | 
|                                                                                                                                                                                               |                                                                                                                                                                                                   |                                     |                                            |                   |       |         |        |        

The accompanying notes are an integral part of
these financial statements.

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TOMS FOODS INC.




STATEMENTS OF OPERATIONS


FOR THE TWELVE WEEKS ENDED


MARCH 23, 2002 AND MARCH 24,
2001


(in thousands)


|                                                       |                                                |                    |         |                |        |   |         |         |        | 
|------------------------------------------------------ | ---------------------------------------------- | ------------------ | ------- | -------------- | ------ | - | ------- | ------- | ------ | 
|                                                       |                                                |                   
|                                                       |                                                | Twelve Weeks Ended
|                                                       |                                                |                   
|                                                       |                                                | March 23, 2002     |         | March 24, 2001
|                                                       |                                                |                    |         |               
|                                                       |                                                | (unaudited)        |         | (unaudited)   
|Net sales                                              |                                                | $                  | 48,902  |                |        | $ | 45,611  |        
|Cost of goods sold                                     |                                                |                    | (31,285 | )              |        |   | (29,074 | )      
|                                                       |                                                |                    |         |                |        |   |         |        
|                                                       |                                                | Gross profit       |         |                | 17,617 |   |         |         | 16,537 | 
|Expenses and other income:                             |                                                |                    |         |                |        |   |         |        
|                                                       | Selling and administrative expenses            |                    |         | (16,088        | )      |   |         | (15,516 | )     
|                                                       | Amortization of goodwill and intangible assets |                    |         | (159           | )      |   |         | (394    | )     
|                                                       | Other income, net                              |                    |         | 127            |        |   |         | 145     |       
|                                                       | Restructuring and nonrecurring charges         |                    |         | 0              |        |   |         | (579    | )     
|                                                       |                                                |                    |         |                |        |   |         |        
|Income from operations                                 |                                                |                    | 1,497   |                |        |   | 193     |        
|Interest expense, net                                  |                                                |                    | (1,621  | )              |        |   | (1,951  | )      
|                                                       |                                                |                    |         |                |        |   |         |        
|Loss before income taxes                               |                                                |                    | (124    | )              |        |   | (1,758  | )      
|Provision for income taxes                             |                                                |                    | 34      |                |        |   | 35      |        
|                                                       |                                                |                    |         |                |        |   |         |        
|Net loss before cumulative effect of
accounting change |                                                |                    | (158    | )              |        |   | (1,793  | )      
|Cumulative effect of accounting change                 |                                                |                    | (22,934 | )              |        |   | 0       |        
|                                                       |                                                |                    |         |                |        |   |         |        
|Net loss                                               |                                                | $                  | (23,092 | )              |        | $ | (1,793  | )      
|                                                       |                                                |                    |         |                |        |   |         |        

The accompanying notes are an integral part of
these financial statements.

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TOMS FOODS




STATEMENTS OF CASH FLOWS

FOR THE TWELVE WEEKS ENDED


MARCH 23, 2002 AND MARCH 24, 2001


(in thousands)


|                                                             |                                                                                     |                                    |                                                             |                |        |         |        |        |        |        |  
|------------------------------------------------------------ | ----------------------------------------------------------------------------------- | ---------------------------------- | ----------------------------------------------------------- | -------------- | ------ | ------- | ------ | ------ | ------ | ------ | -
|                                                             |                                                                                     |                                   
|                                                             |                                                                                     | Twelve Weeks Ended                
|                                                             |                                                                                     |                                   
|                                                             |                                                                                     | March 23, 2002                     |                                                             | March 24, 2001
|                                                             |                                                                                     |                                    |                                                             |               
|                                                             |                                                                                     | (unaudited)                        |                                                             | (unaudited)   
|Cash flows from operating activities:                        |                                                                                     |                                    |                                                             |                |        |         |        |       
|                                                             | Net loss                                                                            |                                    | $                                                           | (23,092        | )      |         | $      | (1,793 | )     
|                                                             |                                                                                     |                                    |                                                             |                |        |         |        |       
|                                                             | Adjustments to reconcile net loss to net cash
        used in operating activities: |                                    |                                                             |                |        |         |        |        |       
|                                                             | Depreciation and amortization                                                       |                                    |                                                             | 2,290          |        |         |        | 2,383  |       
|                                                             | Restructuring and nonrecurring charges                                              |                                    |                                                             | 0              |        |         |        | 579    |       
|                                                             | Cumulative effect of accounting change                                              |                                    |                                                             | 22,934         |        |         |        | 0      |       
|                                                             | Provision for income taxes                                                          |                                    |                                                             | 34             |        |         |        | 35     |       
|                                                             | Dividends accrued                                                                   |                                    |                                                             | 0              |        |         |        | 233    |       
|                                                             | Loss on disposal of property, plant, and equipment                                  |                                    |                                                             | 65             |        |         |        | 0      |       
|                                                             | Changes in operating assets and liabilities:                                        |                                    |                                                             |                |        |         |        |        |       
|                                                             |                                                                                     | Accounts and notes receivable, net |                                                             |                | (5,095 | )       |        |        | (1,003 | )     
|                                                             |                                                                                     | Inventories                        |                                                             |                | (2,156 | )       |        |        | (638   | )     
|                                                             |                                                                                     | Other assets                       |                                                             |                | (129   | )       |        |        | (914   | )     
|                                                             |                                                                                     | Accounts payable                   |                                                             |                | 2,482  |         |        |        | (526   | )     
|                                                             |                                                                                     | Other liabilities                  |                                                             |                | (88    | )       |        |        | (157   | )     
|                                                             |                                                                                     | Accrued pension cost               |                                                             |                | (37    | )       |        |        | (61    | )     
|                                                             |                                                                                     |                                    |                                                             |                |        |         |        |       
|                                                             |                                                                                     |                                    | Total adjustments                                           |                |        | (20,300 | )      |        |        | (69    | )
|                                                             |                                                                                     |                                    |                                                             |                |        |         |        |       
|                                                             |                                                                                     |                                    | Net cash used in operating activities                       |                |        | (2,792  | )      |        |        | (1,862 | )
|                                                             |                                                                                     |                                    |                                                             |                |        |         |        |       
|Cash flows from investing activities                         |                                                                                     |                                    |                                                             |                |        |         |        |       
|                                                             | Additions to property, plant, and equipment                                         |                                    |                                                             | (3,824         | )      |         |        | (834   | )     
|                                                             | Proceeds from disposal of property, plant, and
        equipment                    |                                    |                                                             | 4              |        |         |        | 14     |       
|                                                             |                                                                                     |                                    |                                                             |                |        |         |        |       
|                                                             |                                                                                     |                                    | Net cash used in investing activities                       |                |        | (3,820  | )      |        |        | (820   | )
|                                                             |                                                                                     |                                    |                                                             |                |        |         |        |       
|Cash flows from financing activities:                        |                                                                                     |                                    |                                                             |                |        |         |        |       
|                                                             | Net borrowing on working capital revolver                                           |                                    |                                                             | 4,616          |        |         |        | 0      |       
|                                                             | Proceeds from long-term debt                                                        |                                    |                                                             | 354            |        |         |        | 0      |       
|                                                             | Borrowings (repayments) of other long-term debt                                     |                                    |                                                             | 112            |        |         |        | (61    | )     
|                                                             |                                                                                     |                                    |                                                             |                |        |         |        |       
|                                                             |                                                                                     |                                    | Net cash provided by (used in) financing
        activities |                |        | 5,082   |        |        |        | (61    | )
|                                                             |                                                                                     |                                    |                                                             |                |        |         |        |       
|Decrease in cash and short-term investments                  |                                                                                     |                                    | (1,530                                                      | )              |        |         | (2,743 | )     
|Cash and short-term investments, beginning of
        period |                                                                                     |                                    | 2,933                                                       |                |        |         | 5,612  |       
|                                                             |                                                                                     |                                    |                                                             |                |        |         |        |       
|Cash and short-term investments, end of period               |                                                                                     | $                                  | 1,403                                                       |                |        | $       | 2,869  |       
|                                                             |                                                                                     |                                    |                                                             |                |        |         |        |       
|Interest paid during the period                              |                                                                                     | $                                  | 223                                                         |                |        | $       | 359    |       
|Income taxes paid during the period                          |                                                                                     | $                                  | 45                                                          |                |        | $       | 21     |       

The accompanying notes are an integral part of
these financial statements.

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TOMS FOODS INC.
NOTES TO FINANCIAL STATEMENTS




Item 1. BASIS OF FINANCIAL STATEMENTS AND FORMATION AND ORGANIZATION

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 29, 2001.

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.

The accompanying unaudited financial statements, as
amended, have not been reviewed by an independent audit firm. The Company will
submit these financial statements to a review once an audit firm has
been selected to replace Arthur Andersen, the Company's previous
auditor.

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 2002, ends December 28, 2002
and contains 52 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.

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.

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.

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 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

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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.




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

Results of Operations

TWELVE-WEEKS ENDED MARCH 23, 2002
COMPARED TO TWELVE-WEEKS ENDED MARCH 24, 2001

Net sales for the first quarter ended March 23, 2002 were $48.9 million, an
increase of 7.2%, or $3.3 million compared to sales of $45.6 million for the
corresponding period in 2001. The sales figures for each quarter have been
reduced as the result of a reclassification of certain promotional expenses
from selling and administrative expenses in accordance with the Financial
Accounting Standard Boards (FASB) Emerging Issues Task Force (EITF)
consensus Issue 00-14 which the Company adopted during the first quarter of
2002. The reclassified amounts for the first quarter of 2002 and 2001 were $2.1 million
and $2.0 million, respectively.

Gross profit increased to $17.6 million in the first quarter of 2002 from $16.5
million in the first quarter of 2001, an increase of $1.1 million or 6.5% due
to increased sales and the positive efficiency effects from manufacturing equipment investments.

For the first quarter 2002, selling and administrative expenses increased to
$16.1 million from $15.5 million in the 2001 period, an increase of 3.7% or
$572,000 due primarily to an increase in the number of Company owned and
operated distribution routes.

Other Income was $127,000 for the first quarter of 2002 compared to $145,000
for the corresponding period in 2001.

In the first quarter of 2001, the Company incurred a one-time nonrecurring
charge of $579,000 related to a planned reorganization. No such expense was
incurred in 2002.

Interest expense, net of interest income, decreased to $1.6 million in the
first quarter of 2002 from $2.0 million in the first quarter of 2001, a
decrease of $330,000 due primarily to the fact that interest expense on the
exchangeable portion of the Companys Preferred A stock is no longer recorded.
All increases in the liquidation preferences on the Companys Preferred A stock
are now recorded as dividends and are reflected solely within the equity
section of the balance sheet.

The provision for income taxes was relatively flat at $34,000 in 2002 compared
to $35,000 for 2001. The Company estimates that it will have no Federal tax
obligation for the fiscal year due to loss carryforwards from prior years.

As a result of the favorable comparative variances
discussed above and the changes in accounting treatment discussed
below, the net loss before the cumulative effect of accounting change for the twelve-

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week period ended March 23, 2002 decreased by
$1.6 million to $158,000 compared
to a net loss of $1.8 million for the same period of 2001.

The Company adopted FASB Statement of Financial Accounting
Standard (SFAS) No. 142, Goodwill and Other
Intangible Assets, during the first quarter of 2002. SFAS
No. 142
required the Company to conduct an impairment review of the carrying
value of its goodwill. This review was recently completed, obliging
the Company to amend its original first quarter 2002 Form 10-Q filing due to an
impairment of goodwill based upon an independent appraisal. The
Company has recorded this non-cash goodwill impairment charge of
$22.9 million as a cumulative effect of accounting change on its
Statements of Operations with a corresponding reduction in goodwill,
a long term asset on its Balance Sheet. The accounting change has no
effect on cash flow. The appraisal also indicated market values for
certain intangibles at levels significantly higher than their book
values, but unfortunately, the relevant accounting standards do not
allow the value of these intangibles to be written up.

The net loss for the twelve week period ended March
23, 2002 was $23.1 million after recording the cumulative
effect of accounting change.

Earnings before interest, taxes, depreciation and amortization (EBITDA)
represents the sum of income (loss) before income taxes plus interest expense,
depreciation and amortization. EBITDA is a widely accepted measure of a
Companys ability to incur and service debt, to undertake capital expenditures,
and to meet working capital requirements. EBITDA is not a measure of financial
performance under generally accepted accounting principles and should not be
considered an alternative either to net income as an indicator of the Companys
operating performance or as an indicator of the Companys
liquidity. EBITDA, excluding the cumulative effect of accounting
change, for the first quarter of 2002 increased 20.9% to $3.7 million compared to $3.0
million for the first quarter of 2001.

FINANCIAL CONDITION

Liquidity and Capital Resources

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 January 2004.

As of March 23, 2002, the Company had an outstanding revolving loan balance of
$7.7 million, letters of credit outstanding of $2.8 million, and $5.1 million
of borrowing availability thereunder. The Companys working capital position
of $5.2 million as of March 23, 2002 was a decrease of $7.1 million compared to
the working capital position of $12.3 million for the same period of 2001. The
change was due primarily to the outstanding revolving loan balance in 2002
versus no outstanding balance at the end of the first quarter of 2001
driven by increases in sales and the related effects on receivables
and inventory balances.

Net cash used in operating activities was $2.8 million for the twelve-week
period ended March 23, 2002 versus $1.9 million used during the same period in
2001.

Net cash used in investing activities increased to $3.8 million in the first
quarter of 2002 from $834,000 in 2001. Much of the increase was
simply capital project
timing related and will not continue at the same pace for the remainder of the
year although the Company expects to continue its capital reinvestment spending
at levels approximating its depreciation expense. Capital expenditures were
made primarily for plant facility improvements, technology investments, and
distributor acquisitions.

Net cash provided by financing activities was
$5.1 million in the first quarter of
2002 versus cash used of $61,000 in the same period of 2001. Revolver
borrowings were $4.6 million in 2002 compared to no borrowings during the first
quarter of 2001.

New Accounting Pronouncements

As discussed earlier, in June 2001, FASB issued
SFAS No. 141, Business Combinations,
effective July 1, 2001 and SFAS No. 142, Goodwill and Other Intangible
Assets, effective for the Company for its fiscal year beginning on December
30, 2001. SFAS No. 141 prohibits pooling of interests accounting for
acquisitions initiated after June 30, 2001 and broadens the criteria for
recording intangible assets separate from goodwill. SFAS No. 142 requires the
Company to cease amortizing goodwill that existed at June 30, 2001 for all
periods after December 29, 2001 and any goodwill resulting from

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acquisitions completed after June 30, 2001 will not be amortized. SFAS No. 142
also establishes a new method of testing goodwill for impairment. The
provisions of SFAS No. 142 were adopted by the Company for its fiscal year
beginning on December 30, 2001. Early adoption of SFAS No. 142 is not
permitted nor is retroactive application to prior period financial statements.
The adoption of these accounting standards resulted in certain of the intangibles being subsumed into
goodwill as well as the discontinuation of amortization of these
assets and goodwill. The Company recently completed its goodwill impairment testing
indicating a non-cash goodwill impairment loss of $22.9 million.
Accordingly, the Company has now amended its Form 10-Q filing for the first
quarter of 2002 to record the goodwill impairment charge. As a result of the adoption of SFAS No. 142 on December 30,
2001, goodwill and certain intangible assets will no longer be amortized and
accordingly, the Companys net loss before the cumulative effect
of accounting change is expected to decrease in fiscal 2002.
The Company recorded $227,520 of amortization expense in the first quarter of
2001 that was not recorded in the first quarter of 2002 as a result of adopting
SFAS No. 142.

In August 2001, FASB issued SFAS No. 144, Accounting for the Impairment or
Disposal of Long-Lived Assets. SFAS No. 144 is effective for fiscal years
beginning after December 15, 2001, and interim periods within those fiscal
years and should be applied prospectively. SFAS No. 144 addresses financial
accounting and reporting for the impairment or disposal of long-lived assets.
It supersedes SFAS No. 121, Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to Be Disposed Of, and requires that discontinued
operations be measured at the lower of the carrying amount or fair value less
cost to sell. The Company has evaluated this statement and does not believe
that its adoption has a material impact on the results of its operations or
financial position.

As discussed in earlier filings, during 2000, FASBs EITF added to its
agenda various issues that impact the income statement classification of
certain sales and marketing promotional payments. In May 2000, the EITF
reached a consensus on Issue 00-14, Accounting for Certain Sales Incentives.
Issue 00-14 addresses the recognition and income statement classification of
various sales incentives. Among its requirements, the consensus requires costs
related to customer price reductions at the point of sale and other product
promotions currently classified as marketing costs to be classified as a
reduction of revenue. In April 2001, the EITF delayed the effective date for
this consensus until 2002. The impact of adopting this consensus for the
quarters ended March 23, 2002, and March 24, 2001 reduced selling and
administrative expenses and net sales by approximately $2.1 million and $2.0
million, respectively. In April 2001, the EITF reached a consensus on Issue
00-25, Vendor Income Statement Characterization of Consideration Paid to a
Reseller of the Vendors Products. Issue 00-25 addresses the income statement
classification of consideration, other than that directly addressed in Issue
00-14, from a vendor to a reseller or another party that purchases the vendors
products. This consensus is effective for 2002 and is not expected to have a
material impact on the Companys financial statements.

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

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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.




Part II. OTHER INFORMATION




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

|    |  |                     
|--- |  | --------------------
|(a) |  | Exhibits.           
|    |  |                     
|    |  | None.               
|    |  |                     
|(b) |  | Reports on Form 8-K.

There were no reports on Form 8-K filed by the Registrant during the
quarter ended March 23, 2002.

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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. Divin






Date: July 30, 2002



By /s/ S. Albert Gaston






Date: July 30, 2002

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