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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 June 14, 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 Noþ





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TABLE OF CONTENTS



|                                                                                              |  |  |  |  |  |  |  | 
|--------------------------------------------------------------------------------------------- |  |  |  |  |  |  |  | 
|BALANCE SHEETS                                                                               
|STATEMENTS OF OPERATIONS                                                                     
|STATEMENTS OF CASH FLOWS                                                                     
|NOTES TO 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                                                                   
|EX-99.1 SECTION 906 CERTIFICATION                                                            



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##### Table of Contents



TOMS FOODS INC.

QUARTERLY REPORT ON FORM 10-Q
FOR THE TWELVE-WEEKS
ENDED JUNE 14, 2003

TABLE OF CONTENTS

|        |  |                                                                                                                    |  |     
|------- |  | ------------------------------------------------------------------------------------------------------------------ |  | ----
|        |  |                                                                                                                    |  | Page
|PART I  |  | FINANCIAL INFORMATION                                                                                              |  |     
|Item 1. |  | Financial Statements:                                                                                              |  |     
|        |  | Balance Sheets as of June 14, 2003 (unaudited) and December 28, 2002                                               |  | 3   
|        |  | Statements of Operations for the twelve and twenty-four weeks ended
June 14,    2003 and June 15, 2002 (unaudited) |  | 4   
|        |  | Statements of Cash Flows for the twenty-four weeks ended
June 14, 2003 and
    June 15, 2002 (unaudited)           |  | 5   
|        |  | Notes to Financial Statements                                                                                      |  | 6   
|Item 2. |  | Managements Discussion and Analysis of Financial Condition and
Results of    Operations                           |  | 7   
|Item 3. |  | Quantitative and Qualitative Disclosures About Market Risk                                                         |  | 11  
|Item 4. |  | Controls and Procedures                                                                                            |  | 12  
|PART II |  | OTHER INFORMATION                                                                                                  |  |     
|Item 6. |  | Exhibits and Reports on Form 8-K                                                                                   |  | 12  

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##### Table of Contents



TOMS FOODS INC.
BALANCE SHEETS
JUNE 14, 2003 AND DECEMBER 28, 2002
(in thousands except per share data)

|                                                                                                                                                                     |                                                                                                                                                                         |                                     |                                            |         |               |         |                   |         |       |         |  
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------- | ------------------------------------------ | ------- | ------------- | ------- | ----------------- | ------- | ----- | ------- | -
|                                                                                                                                                                     |                                                                                                                                                                         |                                     |                                            |         | June 14, 2003 |         | December 28, 2002
|                                                                                                                                                                     |                                                                                                                                                                         |                                     |                                            |         |               |         |                  
|ASSETS                                                                                                                                                               |                                                                                                                                                                         |                                     |                                            |         |               |         |                   |        
|Current assets:                                                                                                                                                      |                                                                                                                                                                         |                                     |                                            |         |               |         |                   |        
|                                                                                                                                                                     | Cash and short-term investments                                                                                                                                         |                                     | $                                          | 1,267   |               |         | $                 | 1,856   |      
|                                                                                                                                                                     | Accounts and notes receivable, net of allowance for uncollectible of
$1,385 and $1,687 at June 14, 2003 and December 28, 2002, respectively                             |                                     |                                            | 11,915  |               |         |                   | 11,746  |      
|                                                                                                                                                                     | Inventories:                                                                                                                                                            |                                     |                                            |         |               |         |                   |         |      
|                                                                                                                                                                     |                                                                                                                                                                         | Raw materials                       |                                            |         | 4,197         |         |                   |         | 2,489 |        
|                                                                                                                                                                     |                                                                                                                                                                         | Packaging materials                 |                                            |         | 2,344         |         |                   |         | 2,672 |        
|                                                                                                                                                                     |                                                                                                                                                                         | Finished goods and work in progress |                                            |         | 5,525         |         |                   |         | 5,910 |        
|                                                                                                                                                                     | Other current assets                                                                                                                                                    |                                     |                                            | 2,672   |               |         |                   | 3,032   |      
|                                                                                                                                                                     |                                                                                                                                                                         |                                     |                                            |         |               |         |                   |        
|                                                                                                                                                                     |                                                                                                                                                                         |                                     | Total current assets                       |         |               | 27,920  |                   |         |       | 27,705  |  
|                                                                                                                                                                     |                                                                                                                                                                         |                                     |                                            |         |               |         |                   |        
|Property, plant and equipment:                                                                                                                                       |                                                                                                                                                                         |                                     |                                            |         |               |         |                   |        
|                                                                                                                                                                     | Land and land improvements                                                                                                                                              |                                     |                                            | 5,910   |               |         |                   | 5,908   |      
|                                                                                                                                                                     | Buildings                                                                                                                                                               |                                     |                                            | 18,346  |               |         |                   | 18,273  |      
|                                                                                                                                                                     | Machinery, equipment and vehicles                                                                                                                                       |                                     |                                            | 60,561  |               |         |                   | 59,042  |      
|                                                                                                                                                                     | Vending and other distribution equipment                                                                                                                                |                                     |                                            | 12,925  |               |         |                   | 12,953  |      
|                                                                                                                                                                     | Furniture and fixtures                                                                                                                                                  |                                     |                                            | 16,765  |               |         |                   | 16,510  |      
|                                                                                                                                                                     | Construction in progress                                                                                                                                                |                                     |                                            | 7,821   |               |         |                   | 8,205   |      
|                                                                                                                                                                     |                                                                                                                                                                         |                                     |                                            |         |               |         |                   |        
|                                                                                                                                                                     |                                                                                                                                                                         |                                     | Total property, plants, and equipment      |         |               | 122,328 |                   |         |       | 120,891 |  
|                                                                                                                                                                     | Accumulated depreciation                                                                                                                                                |                                     |                                            | (72,970 | )             |         |                   | (69,166 | )    
|                                                                                                                                                                     |                                                                                                                                                                         |                                     |                                            |         |               |         |                   |        
|                                                                                                                                                                     |                                                                                                                                                                         |                                     | Net property, plant, and equipment         |         |               | 49,358  |                   |         |       | 51,725  |  
|                                                                                                                                                                     |                                                                                                                                                                         |                                     |                                            |         |               |         |                   |        
|Noncurrent accounts and notes receivable, net                                                                                                                        |                                                                                                                                                                         |                                     | 45                                         |         |               |         | 47                |        
|Other assets                                                                                                                                                         |                                                                                                                                                                         |                                     | 1,789                                      |         |               |         | 226               |        
|Deferred financing costs, net                                                                                                                                        |                                                                                                                                                                         |                                     | 676                                        |         |               |         | 919               |        
|Intangible assets, net                                                                                                                                               |                                                                                                                                                                         |                                     | 19,718                                     |         |               |         | 20,009            |        
|Goodwill, net                                                                                                                                                        |                                                                                                                                                                         |                                     | 703                                        |         |               |         | 644               |        
|                                                                                                                                                                     |                                                                                                                                                                         |                                     |                                            |         |               |         |                   |        
|                                                                                                                                                                     |                                                                                                                                                                         |                                     | Total assets                               |         | $             | 100,209 |                   |         | $     | 101,275 |  
|                                                                                                                                                                     |                                                                                                                                                                         |                                     |                                            |         |               |         |                   |        
|LIABILITIES AND SHAREHOLDERS EQUITY                                                                                                                                 |                                                                                                                                                                         |                                     |                                            |         |               |         |                   |        
|Current liabilities:                                                                                                                                                 |                                                                                                                                                                         |                                     |                                            |         |               |         |                   |        
|                                                                                                                                                                     | Revolving debt                                                                                                                                                          |                                     | $                                          | 6,085   |               |         | $                 |        |      
|                                                                                                                                                                     | Accounts payable                                                                                                                                                        |                                     |                                            | 9,057   |               |         |                   | 11,751  |      
|                                                                                                                                                                     | Accrued liabilities                                                                                                                                                     |                                     |                                            | 8,473   |               |         |                   | 11,166  |      
|                                                                                                                                                                     | Current portion of other debt obligations                                                                                                                               |                                     |                                            | 269     |               |         |                   | 239     |      
|                                                                                                                                                                     |                                                                                                                                                                         |                                     |                                            |         |               |         |                   |        
|                                                                                                                                                                     |                                                                                                                                                                         |                                     | Total current liabilities                  |         |               | 23,884  |                   |         |       | 23,156  |  
|                                                                                                                                                                     |                                                                                                                                                                         |                                     |                                            |         |               |         |                   |        
|Long-term debt:                                                                                                                                                      |                                                                                                                                                                         |                                     |                                            |         |               |         |                   |        
|                                                                                                                                                                     | Senior secured notes                                                                                                                                                    |                                     |                                            | 60,000  |               |         |                   | 60,000  |      
|                                                                                                                                                                     | Other debt obligations                                                                                                                                                  |                                     |                                            | 394     |               |         |                   | 431     |      
|                                                                                                                                                                     |                                                                                                                                                                         |                                     |                                            |         |               |         |                   |        
|                                                                                                                                                                     |                                                                                                                                                                         |                                     | Total long-term debt                       |         |               | 60,394  |                   |         |       | 60,431  |  
|                                                                                                                                                                     |                                                                                                                                                                         |                                     |                                            |         |               |         |                   |        
|Other long-term obligations                                                                                                                                          |                                                                                                                                                                         |                                     | 37                                         |         |               |         | 37                |        
|Accrued pension cost                                                                                                                                                 |                                                                                                                                                                         |                                     | 15,125                                     |         |               |         | 14,795            |        
|Commitments & contingencies:                                                                                                                                         |                                                                                                                                                                         |                                     |                                            |         |               |         |                   |        
|
|Exchangeable portion of Preferred Stock, $.01 par value, Class A
7,000 shares authorized, 7,000 shares issued and outstanding at
June 14, 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 June 14, 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 June 14, 2003
and December 28, 2002 |                                     |                                            | 2,464   |               |         |                   | 1,922   |      
|                                                                                                                                                                     | Preferred Stock, $.01 par value, Class B, 21,737 shares authorized,
21,737 shares issued and outstanding at June 14, 2003 and December 28, 2002                         |                                     |                                            | 36,696  |               |         |                   | 35,256  |      
|                                                                                                                                                                     | Additional paid-in capital                                                                                                                                              |                                     |                                            | 43,725  |               |         |                   | 43,725  |      
|                                                                                                                                                                     | Accumulated other comprehensive income (loss)                                                                                                                           |                                     |                                            | (7,743  | )             |         |                   | (7,742  | )    
|                                                                                                                                                                     | Accumulated deficit                                                                                                                                                     |                                     |                                            | (84,373 | )             |         |                   | (80,305 | )    
|                                                                                                                                                                     |                                                                                                                                                                         |                                     |                                            |         |               |         |                   |        
|                                                                                                                                                                     |                                                                                                                                                                         |                                     | Total shareholders equity                 |         |               | (9,231  | )                 |         |       | (7,144  | )
|                                                                                                                                                                     |                                                                                                                                                                         |                                     |                                            |         |               |         |                   |        
|                                                                                                                                                                     |                                                                                                                                                                         |                                     | Total liabilities and shareholders equity |         | $             | 100,209 |                   |         | $     | 101,275 |  
|                                                                                                                                                                     |                                                                                                                                                                         |                                     |                                            |         |               |         |                   |        

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 AND TWENTY-FOUR WEEKS
ENDED


JUNE 14, 2003 AND JUNE 15,
2002


(in thousands)


|                                                          |                                                                                    |                    |         |                         |  |               |         |               |  |   |         |        |   |   |         |         |  
|--------------------------------------------------------- | ---------------------------------------------------------------------------------- | ------------------ | ------- | ----------------------- |  | ------------- | ------- | ------------- |  | - | ------- | ------ | - | - | ------- | ------- | -
|                                                          |                                                                                    |                    |         |                        
|                                                          |                                                                                    | Twelve Weeks Ended |         | Twenty-Four Weeks Ended
|                                                          |                                                                                    |                    |         |                        
|                                                          |                                                                                    | June 14, 2003      |         | June 15, 2002           |  | June 14, 2003 |         | June 15, 2002
|                                                          |                                                                                    |                    |         |                         |  |               |         |              
|                                                          |                                                                                    | (unaudited)        |         | (unaudited)             |  | (unaudited)   |         | (unaudited)  
|Net sales                                                 |                                                                                    | $                  | 46,579  |                         |  | $             | 52,087  |               |  | $ | 93,318  |        |   | $ | 100,989 |        
|Cost of goods sold                                        |                                                                                    |                    | (28,312 | )                       |  |               | (32,378 |               |  |   | (58,488 | )      |   |   | (63,663 | )      
|                                                          |                                                                                    |                    |         |                         |  |               |         |               |  |   |         |        |   |   |         |        
|                                                          | Gross profit                                                                       |                    |         | 18,267                  |  |               |         | 19,709        |  |   |         | 34,830 |   |   |         | 37,326  |  
|Expenses and other income:                                |                                                                                    |                    |         |                         |  |               |         |               |  |   |         |        |   |   |         |        
|Selling and administrative expenses                       |                                                                                    |                    | (16,333 | )                       |  |               | (16,307 | )             |  |   | (33,626 | )      |   |   | (32,395 | )      
|Amortization of intangible assets                         |                                                                                    |                    | (163    | )                       |  |               | (160    | )             |  |   | (325    | )      |   |   | (319    | )      
|Other operating income, net                               |                                                                                    |                    | 163     |                         |  |               | 73      |               |  |   | 345     |        |   |   | 200     |        
|                                                          |                                                                                    |                    |         |                         |  |               |         |               |  |   |         |        |   |   |         |        
|                                                          | Income from operations                                                             |                    |         | 1,934                   |  |               |         | 3,315         |  |   |         | 1,224  |   |   |         | 4,812   |  
|Interest expense, net                                     |                                                                                    |                    | (1,634  | )                       |  |               | (1,672  | )             |  |   | (3,248  | )      |   |   | (3,293  | )      
|                                                          |                                                                                    |                    |         |                         |  |               |         |               |  |   |         |        |   |   |         |        
|                                                          | Income (loss) before income taxes                                                  |                    |         | 300                     |  |               |         | 1,643         |  |   |         | (2,024 | ) |   |         | 1,519   |  
|Provision for income taxes                                |                                                                                    |                    | (31     | )                       |  |               | (34     | )             |  |   | (62     | )      |   |   | (68     | )      
|                                                          |                                                                                    |                    |         |                         |  |               |         |               |  |   |         |        |   |   |         |        
|                                                          | Net income (loss) before cumulative effect of a
    change in accounting principle |                    | $       | 269                     |  |               | $       | 1,609         |  |   | $       | (2,086 | ) |   | $       | 1,451   |  
|                                                          |                                                                                    |                    |         |                         |  |               |         |               |  |   |         |        |   |   |         |        
|Cumulative effect of a change in accounting
    principle |                                                                                    |                    | 0       |                         |  |               | 0       |               |  |   | 0       |        |   |   | (22,934 | )      
|                                                          |                                                                                    |                    |         |                         |  |               |         |               |  |   |         |        |   |   |         |        
|                                                          | Net income (loss)                                                                  |                    | $       | 269                     |  |               | $       | 1,609         |  |   | $       | (2,086 | ) |   | $       | (21,483 | )
|                                                          |                                                                                    |                    |         |                         |  |               |         |               |  |   |         |        |   |   |         |        

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

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TOMS FOODS INC.




STATEMENTS OF CASH FLOWS

FOR THE TWENTY-FOUR WEEKS ENDED


JUNE 14, 2003 AND JUNE 15,
2002


(in thousands)


|                                                         |                                                                                               |                                                           |                                    |                                           |       |        |        |         |        |        |        |  
|-------------------------------------------------------- | --------------------------------------------------------------------------------------------- | --------------------------------------------------------- | ---------------------------------- | ----------------------------------------- | ----- | ------ | ------ | ------- | ------ | ------ | ------ | -
|                                                         |                                                                                               |                                                          
|                                                         |                                                                                               | Twenty-Four Weeks Ended                                  
|                                                         |                                                                                               |                                                          
|                                                         |                                                                                               | June 14, 2003                                             |                                    | June 15, 2002                            
|                                                         |                                                                                               |                                                           |                                    |                                          
|                                                         |                                                                                               | (unaudited)                                               |                                    | (unaudited)                              
|Cash flows from operating activities:                    |                                                                                               |                                                           |                                    |                                           |       |        |        |        
|                                                         | Net loss                                                                                      |                                                           | $                                  | (2,086                                    | )     |        | $      | (21,483 | )     
|                                                         |                                                                                               |                                                           |                                    |                                           |       |        |        |        
|                                                         | Adjustments to reconcile net loss to net cash
    (used in) provided by operating activities: |                                                           |                                    |                                           |       |        |        |         |       
|                                                         |                                                                                               | Depreciation                                              |                                    |                                           | 3,946 |        |        |         | 4,064  |       
|                                                         |                                                                                               | Amortization of intangible assets                         |                                    |                                           | 325   |        |        |         | 319    |       
|                                                         |                                                                                               | Amortization of deferred debt issuance cost               |                                    |                                           | 242   |        |        |         | 243    |       
|                                                         |                                                                                               | Cumulative effect of a change in accounting
    principle |                                    |                                           | 0     |        |        |         | 22,934 |       
|                                                         |                                                                                               | Provision for income taxes                                |                                    |                                           | 62    |        |        |         | 68     |       
|                                                         |                                                                                               | Loss on disposal of property, plant, and equipment        |                                    |                                           | 4     |        |        |         | 7      |       
|                                                         |                                                                                               | Changes in operating assets and liabilities:              |                                    |                                           |       |        |        |         |        |       
|                                                         |                                                                                               |                                                           | Accounts and notes receivable, net |                                           |       | (168   | )      |         |        | (4,240 | )     
|                                                         |                                                                                               |                                                           | Inventories                        |                                           |       | (994   | )      |         |        | (2,760 | )     
|                                                         |                                                                                               |                                                           | Other assets                       |                                           |       | 359    |        |         |        | 608    |       
|                                                         |                                                                                               |                                                           | Accounts payable                   |                                           |       | (2,694 | )      |         |        | 464    |       
|                                                         |                                                                                               |                                                           | Other liabilities                  |                                           |       | (2,755 | )      |         |        | 46     |       
|                                                         |                                                                                               |                                                           | Accrued pension cost               |                                           |       | 330    |        |         |        | (1,245 | )     
|                                                         |                                                                                               |                                                           |                                    |                                           |       |        |        |        
|                                                         |                                                                                               |                                                           |                                    | Total adjustments                         |       |        | (1,343 | )       |        |        | 20,508 |  
|                                                         |                                                                                               |                                                           |                                    |                                           |       |        |        |        
|                                                         |                                                                                               |                                                           |                                    | Net cash used in operating activities     |       |        | (3,429 | )       |        |        | (975   | )
|                                                         |                                                                                               |                                                           |                                    |                                           |       |        |        |        
|Cash flows from investing activities:                    |                                                                                               |                                                           |                                    |                                           |       |        |        |        
|                                                         | Additions to property, plant, and equipment                                                   |                                                           |                                    | (1,695                                    | )     |        |        | (6,588  | )     
|                                                         | Proceeds from disposal of property, plant, and
    equipment                                  |                                                           |                                    | 19                                        |       |        |        | 8       |       
|                                                         |                                                                                               |                                                           |                                    |                                           |       |        |        |        
|                                                         |                                                                                               |                                                           |                                    | Net cash used in investing activities     |       |        | (1,676 | )       |        |        | (6,580 | )
|                                                         |                                                                                               |                                                           |                                    |                                           |       |        |        |        
|Cash flows from financing activities:                    |                                                                                               |                                                           |                                    |                                           |       |        |        |        
|                                                         | Net borrowing from working capital revolving
    facility                                     |                                                           |                                    | 6,085                                     |       |        |        | 5,271   |       
|                                                         | Return of industrial development revenue bond
    escrow deposit                              |                                                           |                                    | 0                                         |       |        |        | 354     |       
|                                                         | Litigation escrow deposit                                                                     |                                                           |                                    | (1,563                                    | )     |        |        | 0       |       
|                                                         | (Payments) borrowings of other long-term debt                                                 |                                                           |                                    | (6                                        | )     |        |        | 76      |       
|                                                         |                                                                                               |                                                           |                                    |                                           |       |        |        |        
|                                                         |                                                                                               |                                                           |                                    | Net cash provided by financing activities |       |        | 4,516  |         |        |        | 5,701  |  
|                                                         |                                                                                               |                                                           |                                    |                                           |       |        |        |        
|Decrease in cash and short-term investments              |                                                                                               |                                                           | (589                               | )                                         |       |        | (1,854 | )      
|Cash and short-term investments, beginning of
    period |                                                                                               |                                                           | 1,856                              |                                           |       |        | 2,933  |        
|                                                         |                                                                                               |                                                           |                                    |                                           |       |        |        |        
|Cash and short-term investments, end of period           |                                                                                               | $                                                         | 1,267                              |                                           |       | $      | 1,079  |        
|                                                         |                                                                                               |                                                           |                                    |                                           |       |        |        |        
|Interest paid during the period                          |                                                                                               | $                                                         | 3,577                              |                                           |       | $      | 3,634  |        
|Income taxes paid during the period                      |                                                                                               | $                                                         | 84                                 |                                           |       | $      | 93     |        

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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 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.

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.

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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 June 14, 2003, the Company had no open futures or options contracts.




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

Results of Operations

TWELVE-WEEKS ENDED JUNE 14, 2003
COMPARED TO TWELVE-WEEKS ENDED JUNE 15, 2002

Net sales for the second quarter ended June 14, 2003 were $46.6 million,
compared to sales of $52.1 million for the corresponding period in 2002. The
decrease continues to be from lower volume in non-Toms brand contract pack
sales consistent with the first quarter of 2003. During this 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 thru the
first quarter and was the primary reason for the first and second quarter sales
shortfall compared to prior year. Additionally, another contract customer
revised/rescheduled the sales projection for its products for the remainder of
the year. While this revised sales projection is lower than the budgeted sales,
the volume is expected to be greater than 2002 on these same products. The
core branded business, including the Company owned distribution continues to
exceed the sales budgets for the year.

7



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Gross profit was $18.3 million in the second quarter of 2003 as compared to
$19.7 million in the second quarter of 2002, due to lower margin/fixed cost
coverage resulting from the decreased contract pack production, as noted above,
as well as continued increased energy and commodity costs, which were noted in
the first quarter.

For the second quarter 2003, selling and administrative expenses were flat to
prior year at $16.3 for both quarters due to continued emphasis on cost
control, in spite of substantial increases in company owned routes. There are
no selling expenses associated with the contract sales. 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 $1.6 million in the second quarter
of 2003 and 2002.

Net income for the twelve-week period ended June 14, 2003 was $269,000 compared
to $1.6 million for the corresponding period in 2002, due to the factors
discussed above.

The provision for income taxes was relatively flat at $31,000 in 2003 compared
to $34,000 for 2002. The Company estimates that it will have no Federal tax
obligation for the fiscal year due to loss carryforwards from prior years.

The Companys operating income remained on budget through the first half of the
year. The core branded business including the Company owned distribution
continued to exceed the sales and operating income budgets for the year.

TWENTY-FOUR WEEKS ENDED JUNE 14, 2003
COMPARED TO TWENTY-FOUR WEEKS ENDED JUNE 15, 2002

Net sales for the first two quarters ended June 14, 2003 were $93.3 million,
compared to sales of $101.0 million for the corresponding period in 2002. The
sales decrease is attributable to a decrease in 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 thru 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. The core branded business, including the Company owned
distribution continues to exceed the sales budgets for the year.

Gross profit was $34.8 million in the first twenty-four weeks of 2003 as
compared to $37.3 million in the corresponding period of 2002, due to lower
margin/fixed cost coverage from the decreased contract pack production, as
noted above, as well as continued increased energy and commodity costs, which
were noted in the first quarter.

8



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For the first twenty-four weeks of 2003, selling and administrative expenses
increased to $33.6 million from $32.4 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. There are no selling expenses
associated with contract sales.

Interest expense, net of interest income was $3.2 million in the first two
quarters of 2003 and 2002.

Loss before cumulative effect of a change in accounting principle was $2.1
million for the first two quarters of 2003 compared to a net income of $1.5
million for the corresponding period in 2002, due to factors discussed above.

The provision for income taxes was relatively flat at $62,000 in 2003 compared
to $68,000 for 2002. The Company estimates that it will have no Federal tax
obligation for the fiscal year due to loss carryforwards from prior years.

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. No such expense was incurred in 2003.

The net loss for the twenty-four week period ended June 14, 2003 was $2.1
million compared to a net loss of $21.5 million for the same period of 2002.

The Companys operating income remained on budget during the second quarter of
the year. The core branded business including the Company owned distribution
continued to exceed the sales and operating income budgets for the year.

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 June 14, 2003, the accumulated amortization of these
costs equaled approximately $2.8 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.

On January 31, 2000, the Company entered into a revolving credit facility which
terminates on January 31, 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

9



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interest or, at the Companys option, LIBOR plus 2.0%. 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. During 2003, the Company intends to generate
sufficient cash flow to repay any borrowings under the credit facility
outstanding at January 31, 2004 and to fund its working capital requirements
through 2004. Effective June 20, 2003, the Company entered into an agreement
to extend the revolving credit facility, with the same terms and conditions,
until August 30, 2004.

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 June 14, 2003, the Company had an outstanding revolving loan balance of
$6.1 million, letters of credit outstanding of $2.8 million, and $2.9 million
of borrowing availability thereunder. The Companys working capital position
of $4.0 million as of June 14, 2003, increased by $1.4 million, compared to the
working capital position of $2.6 million for the same period of 2002.

Net cash used in operating activities was $3.4 million for the twenty-four week
period ended June 14, 2003, a variance of $2.4 million, versus $975,000 used
during the same period in 2002.

Net cash used in investing activities was $1.7 million in the first two
quarters of 2003 compared to $6.6 million in 2002.

Net cash provided by financing activities was $4.5 million the first two
quarters of 2003 versus $5.7 million in the same period of 2002. Revolver
borrowings were $6.1 million in the first two quarters of 2003 compared to $5.3
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 whereas the initial
recognition and measurement provisions are applicable on a prospective basis
for guarantees issued or modified after December 31, 2002.

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In June 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated
with Exit or Disposal Activities, which addresses financial accounting and
reporting for costs associated with exit or disposal activities and supersedes
Emerging Issues Task Force (EITF) Issue 94-3, Liability Recognition for
Certain Employee Termination Benefits and Other Costs to Exit an Activity
(including Certain Costs Incurred in a Restructuring): SFAS No. 146 requires
that a liability for a cost associated with an exit or disposal activity be
recognized when the liability is incurred. A liability for an exit cost as
defined in EITF 9403 is recognized at the date of an entitys commitment to an
exit plan. SFAS No. 146 also establishes that the liability should initially
be measured and recorded at fair value. The adoption of SFAS No. 146 did not
have a material effect on the Companys results of operations or financial
position.

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 June 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.

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 June 14,

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2003, the Company had no open futures or options contracts in wheat, soybean oil,
corn, diesel, or natural gas.

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 more than 15 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 99.1  Section 906 certification
|
| |  |  | (b) Reports on Form 8-K.                

There were no reports on Form 8-K filed by the Registrant during the
quarter ended June 14, 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: July 29, 2003                                                                                                    
|                                                                                                                       
|By   /s/ Sharon M. SandersSharon M. Sanders
Acting Chief Financial Officer                                             
|                                                                                                                       
|Date: July 29, 2003                                                                                                    

13



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##### Table of Contents



I, Rolland G. Divin, certify that:



|1) |  | I have reviewed this quarterly report on Form 10-Q of Toms Foods Inc.;                                                                                                                                                                                                                                                       
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2) |  | Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
|  
|3) |  | Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;                   
|  
|4) |  | The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
have:                                                                                                        



| | a) |  | designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report
is being prepared;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | evaluated the effectiveness of the registrants disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the Evaluation Date); and                                                                                                  
|
| | c) |  | presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;                                                                                                                        



|5) |  | The registrants other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent functions):
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) |  | all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrants ability to
record, process, summarize and report financial data and have
identified for the registrants auditors any material weaknesses in
internal controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrants
internal controls; and                                                                                                                                        



|6) |  | The registrants other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses.
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                                                                                                                   
|-------------------------------------------------------------------------------------------------------------------
|Date:  July 29, 2003                                                                                               
|                                                                                                                   
|/s/ Rolland G. DivinRolland G. Divin
President, Chief Executive Officer,
and Director (Principal Executive Officer)

14



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##### Table of Contents



I, Sharon M. Sanders, certify that:



|1) |  | I have reviewed this quarterly report on Form 10-Q of Toms Foods Inc.;                                                                                                                                                                                                                                                       
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2) |  | Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
|  
|3) |  | Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;                   
|  
|4) |  | The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
have:                                                                                                        



| | a) |  | designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report
is being prepared;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | evaluated the effectiveness of the registrants disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the Evaluation Date); and                                                                                                  
|
| | c) |  | presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;                                                                                                                        



|5) |  | The registrants other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent functions):
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) |  | all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrants ability to
record, process, summarize and report financial data and have
identified for the registrants auditors any material weaknesses in
internal controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrants
internal controls; and                                                                                                                                        



|6) |  | The registrants other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses.
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                                                                     
|---------------------------------------------------------------------
|Date:  July 29, 2003                                                 
|                                                                     
|/s/ Sharon M. SandersSharon M. Sanders
Acting Chief Financial Officer

15