##### Table of Contents



SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)

|                                                              |  |                                                                                           
|------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------
|x                                                             |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.  
|                                                             
|For the quarterly period (twelve-weeks) ended June 15, 2002  
|                                                             
|o                                                             |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934.
|                                                             
|For the transition period from
             
             
to

Commission File Number

Toms Foods Inc.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation or organization)

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

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

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

Indicate by check mark whether the registrants (1) have filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrants were required to file such reports), and (2) have been subject to
such filing requirements for the past 90 days.  Yes   
x  No   o





---

TABLE OF CONTENTS



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



---



##### Table of Contents



TOMS FOODS INC.

QUARTERLY REPORT ON FORM 10-Q
FOR THE TWELVE WEEKS
ENDED JUNE 15, 2002

TABLE OF CONTENTS

|           |  |                                                                                       |  |                                                                                                                 |    |      |   | 
|---------- |  | ------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------- | -- | ---- | - | 
|           |  |                                                                                       |  |                                                                                                                 |    | Page
|           |  |                                                                                       |  |                                                                                                                 |    |     
|PART I.    |  | FINANCIAL INFORMATION                                                                 |  |                                                                                                                 |    |     
|Item 1.    |  | Financial Statements:                                                                 |  |                                                                                                                 |    |     
|           |  |                                                                                       |  | Balance Sheets as of June 15, 2002 (unaudited) and December 29, 2001                                            |    |      | 3 | 
|           |  |                                                                                       |  | Statements of Operations (unaudited) for the twelve and twenty-four weeks
ended June 15, 2002 and June 16, 2001 |    |      | 4 | 
|           |  |                                                                                       |  | Statements of Cash Flows (unaudited) for the twenty-four weeks ended
June 15, 2002 and June 16, 2001            |    |      | 5 | 
|           |  |                                                                                       |  | Notes to Financial Statements                                                                                   |    |      | 6 | 
|Item 2.    |  | Managements Discussion and Analysis of Financial Condition and
Results of Operations |  |                                                                                                                 | 7  |     
|PART II.   |  | OTHER INFORMATION                                                                     |  |                                                                                                                 |    |     
|Item 6.    |  | Exhibits and Reports on Form 8-K                                                      |  |                                                                                                                 | 11 |     
|SIGNATURES |  |                                                                                       |  |                                                                                                                 | 12 |     

2



---



##### Table of Contents



TOMS FOODS INC.




BALANCE SHEETS


JUNE 15, 2002 AND DECEMBER 29, 2001
(in thousands except per share data)


|                                                                                                                                                                    |                                                                                                                                                                          |                                     |                                            |         |               |         |                   |         |       |         | 
|------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ----------------------------------- | ------------------------------------------ | ------- | ------------- | ------- | ----------------- | ------- | ----- | ------- | 
|                                                                                                                                                                    |                                                                                                                                                                          |                                     |                                            |         | June 15, 2002 |         | December 29, 2001
|                                                                                                                                                                    |                                                                                                                                                                          |                                     |                                            |         |               |         |                  
|                                                                                                                                                                    |                                                                                                                                                                          |                                     |                                            |         | (unaudited)   |         |                  
|ASSETS                                                                                                                                                              |                                                                                                                                                                          |                                     |                                            |         |               |         |                   |        
|Current Assets:                                                                                                                                                     |                                                                                                                                                                          |                                     |                                            |         |               |         |                   |        
|                                                                                                                                                                    | Cash and short-term investments                                                                                                                                          |                                     | $                                          | 1,079   |               |         | $                 | 2,933   |      
|                                                                                                                                                                    | Accounts and notes receivable, net                                                                                                                                       |                                     |                                            | 15,259  |               |         |                   | 11,391  |      
|                                                                                                                                                                    | Inventories:                                                                                                                                                             |                                     |                                            |         |               |         |                   |         |      
|                                                                                                                                                                    |                                                                                                                                                                          | Raw materials                       |                                            |         | 4,419         |         |                   |         | 2,415 |        
|                                                                                                                                                                    |                                                                                                                                                                          | Packaging materials                 |                                            |         | 2,505         |         |                   |         | 2,099 |        
|                                                                                                                                                                    |                                                                                                                                                                          | Finished goods and work in progress |                                            |         | 6,068         |         |                   |         | 5,639 |        
|                                                                                                                                                                    | Other current assets                                                                                                                                                     |                                     |                                            | 3,247   |               |         |                   | 4,192   |      
|                                                                                                                                                                    |                                                                                                                                                                          |                                     |                                            |         |               |         |                   |         |      
|                                                                                                                                                                    |                                                                                                                                                                          |                                     | Total current assets                       |         |               | 32,577  |                   |         |       | 28,669  | 
|                                                                                                                                                                    |                                                                                                                                                                          |                                     |                                            |         |               |         |                   |         |      
|Property, plant, and equipment:                                                                                                                                     |                                                                                                                                                                          |                                     |                                            |         |               |         |                   |        
|                                                                                                                                                                    | Land and land improvements                                                                                                                                               |                                     |                                            | 5,875   |               |         |                   | 5,871   |      
|                                                                                                                                                                    | Buildings                                                                                                                                                                |                                     |                                            | 18,148  |               |         |                   | 18,056  |      
|                                                                                                                                                                    | Machinery, equipment and vehicles                                                                                                                                        |                                     |                                            | 54,450  |               |         |                   | 52,946  |      
|                                                                                                                                                                    | Vending and other distribution equipment                                                                                                                                 |                                     |                                            | 12,741  |               |         |                   | 12,183  |      
|                                                                                                                                                                    | Furniture and fixtures                                                                                                                                                   |                                     |                                            | 15,951  |               |         |                   | 15,585  |      
|                                                                                                                                                                    | Construction in progress                                                                                                                                                 |                                     |                                            | 8,687   |               |         |                   | 5,253   |      
|                                                                                                                                                                    |                                                                                                                                                                          |                                     |                                            |         |               |         |                   |         |      
|                                                                                                                                                                    |                                                                                                                                                                          |                                     | Total property, plant, and equipment       |         |               | 115,852 |                   |         |       | 109,894 | 
|                                                                                                                                                                    | Accumulated depreciation                                                                                                                                                 |                                     |                                            | (64,685 | )             |         |                   | (60,745 | )    
|                                                                                                                                                                    |                                                                                                                                                                          |                                     |                                            |         |               |         |                   |         |      
|                                                                                                                                                                    |                                                                                                                                                                          |                                     | Net property, plant, and equipment         |         |               | 51,167  |                   |         |       | 49,149  | 
|                                                                                                                                                                    |                                                                                                                                                                          |                                     |                                            |         |               |         |                   |         |      
|Noncurrent accounts and notes receivable, net                                                                                                                       |                                                                                                                                                                          |                                     | 131                                        |         |               |         | 216               |        
|Other assets                                                                                                                                                        |                                                                                                                                                                          |                                     | 226                                        |         |               |         | 225               |        
|Deferred debt issuance costs, net                                                                                                                                   |                                                                                                                                                                          |                                     | 1,154                                      |         |               |         | 1,385             |        
|Intangible assets and goodwill, net                                                                                                                                 |                                                                                                                                                                          |                                     | 20,698                                     |         |               |         | 43,084            |        
|                                                                                                                                                                    |                                                                                                                                                                          |                                     |                                            |         |               |         |                   |         |      
|                                                                                                                                                                    |                                                                                                                                                                          |                                     | Total assets                               |         | $             | 105,953 |                   |         | $     | 122,728 | 
|                                                                                                                                                                    |                                                                                                                                                                          |                                     |                                            |         |               |         |                   |         |      
|LIABILITIES AND SHAREHOLDERS EQUITY                                                                                                                                |                                                                                                                                                                          |                                     |                                            |         |               |         |                   |        
|Current liabilities:                                                                                                                                                |                                                                                                                                                                          |                                     |                                            |         |               |         |                   |        
|                                                                                                                                                                    | Revolving debt                                                                                                                                                           |                                     | $                                          | 8,335   |               |         | $                 | 3,065   |      
|                                                                                                                                                                    | Accounts payable                                                                                                                                                         |                                     |                                            | 9,532   |               |         |                   | 9,068   |      
|                                                                                                                                                                    | Accrued liabilities                                                                                                                                                      |                                     |                                            | 10,028  |               |         |                   | 9,872   |      
|                                                                                                                                                                    | Current portion of other debt obligations                                                                                                                                |                                     |                                            | 278     |               |         |                   | 251     |      
|                                                                                                                                                                    |                                                                                                                                                                          |                                     |                                            |         |               |         |                   |         |      
|                                                                                                                                                                    |                                                                                                                                                                          |                                     | Total current liabilities                  |         |               | 28,173  |                   |         |       | 22,256  | 
|                                                                                                                                                                    |                                                                                                                                                                          |                                     |                                            |         |               |         |                   |         |      
|Long-term debt:                                                                                                                                                     |                                                                                                                                                                          |                                     |                                            |         |               |         |                   |        
|                                                                                                                                                                    | Senior secured notes                                                                                                                                                     |                                     |                                            | 60,000  |               |         |                   | 60,000  |      
|                                                                                                                                                                    | Other debt obligations                                                                                                                                                   |                                     |                                            | 506     |               |         |                   | 455     |      
|                                                                                                                                                                    |                                                                                                                                                                          |                                     |                                            |         |               |         |                   |         |      
|                                                                                                                                                                    |                                                                                                                                                                          |                                     | Total long-term debt                       |         |               | 60,506  |                   |         |       | 60,455  | 
|                                                                                                                                                                    |                                                                                                                                                                          |                                     |                                            |         |               |         |                   |         |      
|Other long-term obligations                                                                                                                                         |                                                                                                                                                                          |                                     | 37                                         |         |               |         | 37                |        
|Accrued pension cost                                                                                                                                                |                                                                                                                                                                          |                                     | 7,249                                      |         |               |         | 6,827             |        
|Accrued postretirement benefits other than pensions                                                                                                                 |                                                                                                                                                                          |                                     | 0                                          |         |               |         | 1,666             |        
|Exchangeable portion of Preferred Stock, $.01 par value, Class A,
7,000 shares authorized, 7,000 shares issued and outstanding
at June 15, 2002 & December 29, 2001 |                                                                                                                                                                          |                                     | 10,000                                     |         |               |         | 10,000            |        
|Shareholders Equity:                                                                                                                                               |                                                                                                                                                                          |                                     |                                            |         |               |         |                   |        
|                                                                                                                                                                    | Common stock, $0.01 par value; 10,000 shares authorized,
5,000 shares issued and outstanding at June 15, 2002 and December 29, 2001                                      |                                     |                                            | 0       |               |         |                   | 0       |      
|                                                                                                                                                                    | Nonexchangeable portion of Preferred Stock, $.01 par value, Class A,
7,000 shares authorized, 7,000 shares issued and outstanding
at June 15, 2002 and December 29, 2001 |                                     |                                            | 1,299   |               |         |                   | 765     |      
|                                                                                                                                                                    | Preferred Stock, $.01 par value, Class B, 21,737 shares authorized,
21,737 shares issued and outstanding at June 15, 2002 and December 29, 2001                          |                                     |                                            | 33,579  |               |         |                   | 32,142  |      
|                                                                                                                                                                    | Additional paid-in capital                                                                                                                                               |                                     |                                            | 43,725  |               |         |                   | 43,725  |      
|                                                                                                                                                                    | Accumulated other comprehensive income                                                                                                                                   |                                     |                                            | (16     | )             |         |                   | 11      |      
|                                                                                                                                                                    | Accumulated deficit                                                                                                                                                      |                                     |                                            | (78,599 | )             |         |                   | (55,156 | )    
|                                                                                                                                                                    |                                                                                                                                                                          |                                     |                                            |         |               |         |                   |         |      
|                                                                                                                                                                    |                                                                                                                                                                          |                                     | Total shareholders equity                 |         |               | (12     | )                 |         |       | 21,487  | 
|                                                                                                                                                                    |                                                                                                                                                                          |                                     |                                            |         |               |         |                   |         |      
|                                                                                                                                                                    |                                                                                                                                                                          |                                     | Total liabilities and shareholders equity |         | $             | 105,953 |                   |         | $     | 122,728 | 
|                                                                                                                                                                    |                                                                                                                                                                          |                                     |                                            |         |               |         |                   |         |      

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

3



---



##### Table of Contents



TOMS FOODS INC.




STATEMENTS OF OPERATIONS


FOR THE TWELVE AND TWENTY-FOUR WEEKS ENDED
JUNE 15, 2002 AND JUNE 16, 2001
(in thousands)


|                                                                |  |                                                |              |   |                    |        |                         |   |               |        |               |   |         |        |         |   |         |        | 
|--------------------------------------------------------------- |  | ---------------------------------------------- | ------------ | - | ------------------ | ------ | ----------------------- | - | ------------- | ------ | ------------- | - | ------- | ------ | ------- | - | ------- | ------ | 
|                                                                |  |                                                |              |   | Twelve Weeks Ended |        | Twenty-Four Weeks Ended
|                                                                |  |                                                |              |   |                    |        |                        
|                                                                |  |                                                |              |   | June 15, 2002      |        | June 16, 2001           |   | June 15, 2002 |        | June 16, 2001
|                                                                |  |                                                |              |   |                    |        |                         |   |               |        |              
|                                                                |  |                                                |              |   | (unaudited)        |        | (unaudited)             |   | (unaudited)   |        | (unaudited)  
|Net sales                                                       |  | $                                              | 52,087       |   |                    | $      | 49,039                  |   |               | $      | 100,989       |   |         | $      | 94,650  |  
|Cost of goods sold                                              |  |                                                | (32,378      | ) |                    |        | (30,573                 | ) |               |        | (63,663       | ) |         |        | (59,647 | )
|                                                                |  |                                                |              |   |                    |        |                         |   |               |        |               |   |         |        |         |  
|                                                                |  |                                                | Gross profit |   |                    | 19,709 |                         |   |               | 18,466 |               |   |         | 37,326 |         |   |         | 35,003 | 
|Expenses and other income:                                      |  |                                                |              |   |                    |        |                         |   |               |        |               |   |         |        |         |  
|                                                                |  | Selling and administrative expenses            |              |   | (16,307            | )      |                         |   | (15,686       | )      |               |   | (32,395 | )      |         |   | (31,202 | )     
|                                                                |  | Amortization of goodwill and intangible assets |              |   | (160               | )      |                         |   | (401          | )      |               |   | (319    | )      |         |   | (795    | )     
|                                                                |  | Other income, net                              |              |   | 73                 |        |                         |   | 196           |        |               |   | 200     |        |         |   | 341     |       
|                                                                |  | Restructuring and nonrecurring charges         |              |   | 0                  |        |                         |   | 0             |        |               |   | 0       |        |         |   | (579    | )     
|                                                                |  |                                                |              |   |                    |        |                         |   |               |        |               |   |         |        |         |  
|Income from operations                                          |  |                                                | 3,315        |   |                    |        | 2,575                   |   |               |        | 4,812         |   |         |        | 2,768   |  
|Interest expense, net                                           |  |                                                | (1,672       | ) |                    |        | (1,961                  | ) |               |        | (3,293        | ) |         |        | (3,912  | )
|                                                                |  |                                                |              |   |                    |        |                         |   |               |        |               |   |         |        |         |  
|Income (loss) before income taxes                               |  |                                                | 1,643        |   |                    |        | 614                     |   |               |        | 1,519         |   |         |        | (1,144  | )
|Provision for income taxes                                      |  |                                                | 34           |   |                    |        | 36                      |   |               |        | 68            |   |         |        | 71      |  
|                                                                |  |                                                |              |   |                    |        |                         |   |               |        |               |   |         |        |         |  
|Net income (loss) before cumulative effect of
accounting change |  |                                                | 1,609        |   |                    |        | 578                     |   |               |        | 1,451         |   |         |        | (1,215  | )
|                                                                |  |                                                |              |   |                    |        |                         |   |               |        |               |   |         |        |         |  
|Cumulative effect of accounting change                          |  |                                                | 0            |   |                    |        | 0                       |   |               |        | (22,934       | ) |         |        | 0       |  
|                                                                |  |                                                |              |   |                    |        |                         |   |               |        |               |   |         |        |         |  
|Net income (loss)                                               |  | $                                              | 1,609        |   |                    | $      | 578                     |   |               | $      | (21,483       | ) |         | $      | (1,215  | )
|                                                                |  |                                                |              |   |                    |        |                         |   |               |        |               |   |         |        |         |  

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

4



---



##### Table of Contents






TOMS FOODS INC.
STATEMENTS OF CASH FLOWS
FOR THE TWENTY-FOUR WEEKS ENDED
JUNE 15, 2002 AND JUNE 16, 2001
(in thousands)

|                                                     |                                                                             |                                    |                                           |         |                         |        |               |        |        |        |  
|---------------------------------------------------- | --------------------------------------------------------------------------- | ---------------------------------- | ----------------------------------------- | ------- | ----------------------- | ------ | ------------- | ------ | ------ | ------ | -
|                                                     |                                                                             |                                    |                                           |         | Twenty-Four Weeks Ended
|                                                     |                                                                             |                                    |                                           |         |                        
|                                                     |                                                                             |                                    |                                           |         | June 15, 2002           |        | June 16, 2001
|                                                     |                                                                             |                                    |                                           |         |                         |        |              
|                                                     |                                                                             |                                    |                                           |         | (unaudited)             |        | (unaudited)  
|Cash flows from operating activities:                |                                                                             |                                    |                                           |         |                         |        |               |       
|                                                     | Net loss                                                                    |                                    | $                                         | (21,483 | )                       |        | $             | (1,215 | )     
|                                                     |                                                                             |                                    |                                           |         |                         |        |               |        |       
|                                                     | Adjustments to reconcile net loss to net cash
used in operating activities: |                                    |                                           |         |                         |        |               |        |       
|                                                     | Depreciation                                                                |                                    |                                           | 4,064   |                         |        |               | 3,770  |       
|                                                     | Amortization of intangible assets and goodwill                              |                                    |                                           | 319     |                         |        |               | 795    |       
|                                                     | Amortization of deferred debt issuance cost                                 |                                    |                                           | 243     |                         |        |               | 243    |       
|                                                     | Restructuring and nonrecurring charges                                      |                                    |                                           | 0       |                         |        |               | 579    |       
|                                                     | Cumulative effect of accounting change                                      |                                    |                                           | 22,934  |                         |        |               | 0      |       
|                                                     | Provision for income taxes                                                  |                                    |                                           | 68      |                         |        |               | 71     |       
|                                                     | Preferred A stock noncash interest expense                                  |                                    |                                           | 0       |                         |        |               | 471    |       
|                                                     | Loss (gain) on disposal of property, plant, and equipment                   |                                    |                                           | 7       |                         |        |               | (6     | )     
|                                                     | Changes in operating assets and liabilities:                                |                                    |                                           |         |                         |        |               |        |       
|                                                     |                                                                             | Accounts and notes receivable, net |                                           |         | (4,240                  | )      |               |        | (2,425 | )     
|                                                     |                                                                             | Inventories                        |                                           |         | (2,760                  | )      |               |        | (2,519 | )     
|                                                     |                                                                             | Other assets                       |                                           |         | 608                     |        |               |        | (416   | )     
|                                                     |                                                                             | Accounts payable                   |                                           |         | 464                     |        |               |        | (109   | )     
|                                                     |                                                                             | Other liabilities                  |                                           |         | 46                      |        |               |        | (1,419 | )     
|                                                     |                                                                             | Accrued pension cost               |                                           |         | (1,245                  | )      |               |        | (122   | )     
|                                                     |                                                                             |                                    |                                           |         |                         |        |               |        |       
|                                                     |                                                                             |                                    | Total adjustments                         |         |                         | 20,508 |               |        |        | (1,087 | )
|                                                     |                                                                             |                                    |                                           |         |                         |        |               |        |       
|                                                     |                                                                             |                                    | Net cash used in operating activities     |         |                         | (975   | )             |        |        | (2,302 | )
|                                                     |                                                                             |                                    |                                           |         |                         |        |               |        |       
|Cash flows from investing activities:                |                                                                             |                                    |                                           |         |                         |        |               |       
|                                                     | Additions to property, plant, and equipment                                 |                                    |                                           | (6,588  | )                       |        |               | (1,866 | )     
|                                                     | Proceeds from disposal of property, plant, and equipment                    |                                    |                                           | 8       |                         |        |               | 25     |       
|                                                     |                                                                             |                                    |                                           |         |                         |        |               |        |       
|                                                     |                                                                             |                                    | Net cash used in investing activities     |         |                         | (6,580 | )             |        |        | (1,841 | )
|                                                     |                                                                             |                                    |                                           |         |                         |        |               |        |       
|Cash flows from financing activities:                |                                                                             |                                    |                                           |         |                         |        |               |       
|                                                     | Net borrowing from working capital revolving facility                       |                                    |                                           | 5,271   |                         |        |               | 201    |       
|                                                     | Repayment of industrial development revenue bonds, net                      |                                    |                                           | 354     |                         |        |               | 0      |       
|                                                     | Borrowings (repayments) of long-term debt                                   |                                    |                                           | 76      |                         |        |               | (107   | )     
|                                                     |                                                                             |                                    |                                           |         |                         |        |               |        |       
|                                                     |                                                                             |                                    | Net cash provided by financing activities |         |                         | 5,701  |               |        |        | 94     |  
|                                                     |                                                                             |                                    |                                           |         |                         |        |               |        |       
|Decrease in cash and short-term investments          |                                                                             |                                    | (1,854                                    | )       |                         |        | (4,049        | )     
|Cash and short-term investments, beginning of period |                                                                             |                                    | 2,933                                     |         |                         |        | 5,612         |       
|                                                     |                                                                             |                                    |                                           |         |                         |        |               |        |       
|Cash and short-term investments, end of period       |                                                                             | $                                  | 1,079                                     |         |                         | $      | 1,563         |       
|                                                     |                                                                             |                                    |                                           |         |                         |        |               |        |       
|Interest paid during the period                      |                                                                             | $                                  | 3,634                                     |         |                         | $      | 3,566         |       
|Income taxes paid during the period                  |                                                                             | $                                  | 93                                        |         |                         | $      | 91            |       

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

5



---



##### Table of Contents



TOMS FOODS INC.




NOTES TO FINANCIAL STATEMENTS




Item 1.   BASIS OF FINANCIAL STATEMENTS AND FORMATION AND ORGANIZATION

The accompanying unaudited financial statements of Toms Foods Inc. have been
prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. It is suggested that these financial
statements be read in conjunction with the financial statements and the notes
thereto included in the annual report and Form 10-K for the fiscal year ended
December 29, 2001.

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

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

Fiscal Year

The Companys fiscal year is the 52- or 53-week period ending on the Saturday
nearest to December 31. The current year, fiscal 2002, ends December 28, 2002
and contains 52 weeks. The Companys first three quarters contain twelve-weeks
of results while the fourth quarter contains 16 or 17 weeks coinciding with the
Companys fiscal year.

Revenue Recognition

Revenues for distributor sales are recognized when the goods are received by
the distributor. Revenues for product sold through the Companys internal
distributor network are recognized when the goods are received by the retailer.
Revenues for contract sales are recognized when the goods are picked up by the
customer.

Inventories

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

Hedging Transactions

The Company has limited involvement with derivative financial instruments and
does not use them for speculative purposes. The Company enters into various
futures contracts and futures options to reduce the impact of volatility in raw
material prices. Effective December 31, 2000, the Company adopted SFAS No.
133, Accounting for Derivative Instruments and Hedging Activities,
subsequently amended by SFAS No. 138, Accounting for Certain Derivative
Instruments. SFAS No. 133 and SFAS No. 138 require the Company to recognize
all derivative instruments as assets or liabilities and to measure those
instruments at fair value. Changes in the derivative fair values are deferred
and recorded as a component of accumulated other comprehensive income until the
hedged transactions occur and are recognized in earnings. Any 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.

6



---



##### Table of Contents






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

Results of Operations

TWELVE WEEKS ENDED JUNE 15, 2002
COMPARED TO TWELVE WEEKS ENDED JUNE 16, 2001

Net sales for the second quarter ended June 15, 2002 were $52.1 million, an
increase of 6.2%, or $3.1 million compared to the corresponding period in 2001.
The sales figures for each quarter have been reduced as the result of a
reclassification of certain promotional expenses from selling and
administrative expenses in accordance with the Financial Accounting Standard
Boards (FASB) Emerging Issues Task Force (EITF) consensus Issue 00-14
which the Company adopted during the first quarter of 2002. The reclassified
amounts for the second quarter of 2002 and 2001 were $2.1 million and $2.0 million,
respectively.

Gross profit increased to $19.7 million in the second quarter of 2002 from
$18.5 million in the second quarter of 2001, an increase of $1.2 million or
6.7%.

For the second quarter 2002, selling and administrative expenses increased to
$16.3 million from $15.7 million in the 2001 period, an increase of 4.0% or
$600,000. As a
percent of net sales, selling and administrative expenses decreased to 31.3% in
the second quarter of 2002 from to 32.0% in 2001.

Amortization expense decreased by $241,000 to $160,000 for the second quarter
of 2002 compared to 2001 due to the cessation of amortization of goodwill.
This is discussed more fully below under new Accounting Pronouncements. Other
Income was $73,000 for the second quarter of 2002 compared to $196,000 for the
corresponding period in 2001.

Interest expense, net of interest income, decreased to $1.7 million in the
second quarter of 2002 from $2.0 million in the second quarter of 2001, a
decrease of $300,000 due primarily to the early retirement of the Companys outstanding industrial development revenue bonds in the second
half of 2001 and the fact that there is no longer interest expense recorded on
the exchangeable portion of the Companys Preferred A stock. All increases in
the liquidation preference on the Companys Preferred A stock are now recorded
as dividends and are reflected solely within the equity section of the balance
sheet.

7



---



##### Table of Contents



The provision for income taxes was $34,000 in 2002 compared to $36,000 for
2001. The Company estimates that it will have no material Federal tax
obligations for the fiscal year due to loss carryforwards from prior years.

As a result of the favorable variances discussed above, the net income for the
twelve week period ended June 15, 2002 increased by $1.0 million to $1.6
million compared to the net income of $578,000 for the same period in 2001.

Earnings before interest, taxes, depreciation and amortization (EBITDA)
represents the sum of income (loss) before income taxes plus interest expense,
depreciation and amortization. EBITDA is a widely accepted measure of a
Companys ability to incur and service debt, to undertake capital expenditures,
and to meet working capital requirements. EBITDA is not a measure of financial
performance under generally accepted accounting principles and should not be
considered an alternative either to net income as an indicator of the Companys
operating performance or as an indicator of the Companys liquidity. EBITDA
for the second quarter of 2002 increased by 12.2% to $5.5 million, or 10.6% of
net sales, compared to $4.9 million, or 10.0% of net sales, for the same period
of 2001.

TWENTY-FOUR WEEKS ENDED JUNE 15, 2002
COMPARED TO THE TWENTY-FOUR WEEKS ENDED JUNE 16, 2001

Net sales for the twenty-four weeks ended June 15, 2002 were $101.0 million, an
increase of 6.7%, or $6.3 million compared to the corresponding period in 2001.
The sales figures for the twenty-four week periods have been reduced as a
result of a reclassification of certain promotional expenses from selling and
administrative expenses in accordance with the FASB EITF consensus Issue 00-14
which the Company adopted during the first quarter of 2002. The reclassified
amounts for the first twenty-four weeks of 2002 and 2001 were $4.2 million and $4.1
million, respectively.

Gross profit dollars for the first twenty-four weeks of 2002 increased $2.3
million to $37.3 million compared to $35.0 million for the same period in 2001.

For the first twenty-four weeks of 2002 selling and administrative expenses
were $32.4 million, an increase of $1.2 million or 3.8%, from $31.2 million for
the first twenty-four weeks of 2001. As a percent of net sales, selling and administrative
expenses decreased to 32.1% for the first half of 2002 from 33.0% for 2001.

Amortization expense decreased by $476,000 to $319,000 for the first half of
2002 compared to 2001 due to the cessation of amortization of goodwill. This
is discussed more fully below under new accounting pronouncements. Other
income was $200,000 for the first twenty-four weeks of 2002 compared to
$341,000 for the corresponding period in 2001.

In the first twenty-four weeks of 2001, the Company incurred a one-time
non-recurring charge of $579,000 related to a planned staff reorganization. No such expense was
incurred in 2002.

Interest expense, net of interest income, decreased to $3.3 million in the
first twenty-four weeks of 2002 from $3.9 million in the same period of 2001, a
decrease of $600,000 due primarily to the early retirement of the Companys
outstanding industrial development revenue bonds in the

8



---



##### Table of Contents



second half of 2001 and
the fact that interest expense is no longer recorded on the exchangeable
portion of the Companys Preferred A stock. All increases in the liquidation
preference on the Companys Preferred A stock are now recorded as dividends and
are reflected solely within the equity section of the balance sheet.

The provision for income taxes was $68,000 in 2002 compared to $71,000 for
2001. The Company estimates that it will have no material Federal tax
obligations for the fiscal year due to loss carryforwards from the prior years.

As a result of the favorable variances discussed above, the net income before
cumulative effect of accounting change for the twenty-four weeks ended June 15,
2002 increased by $2.7 million to $1.5 million of net income compared to the
net loss of $1.2 million for the same period of 2001.

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

Earnings before interest, taxes, depreciation and amortization (EBITDA)
represents the sum of income (loss) before income taxes plus interest expense,
depreciation and amortization. EBITDA is a widely accepted measure of a
Companys ability to incur and service debt, to undertake capital expenditures,
and to meet working capital requirements. EBITDA is not a measure of financial
performance under generally accepted accounting principles and should not be
considered an alternative either to net income as an indicator of the Companys
operating performance or as an indicator of the Companys liquidity. EBITDA
year-to-date through the second quarter of 2002 increased by 16.2% to $9.2
million, or 9.1% of net sales, compared to $7.9 million, or 8.4% of net sales,
for the same period of 2001.

FINANCIAL CONDITION

Liquidity and Capital Resources

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

As of June 15, 2002, the Company had an outstanding revolving loan balance of
$8.3 million, had letters of credit outstanding of $2.8 million and $4.4
million of borrowing availability thereunder. The Companys working capital
position of $4.4 million as of June 15, 2002 was a decrease of $9.9 million
compared to the working capital position of $14.3 million as of June 16, 2001.
The change is due primarily to the outstanding revolving loan balance of $8.3
million in 2002 versus an outstanding balance of $201,000 at the end of the
same period in 2001.

9



---



##### Table of Contents



Net cash used in operating activities was $975,000 for the twenty-four week
period ended June 15, 2002 versus $2.3 million used during the same period in
2001.

Net cash used in investing activities increased to $6.6 million in the first
twenty-four weeks of 2002 from $1.8 million in 2001 due to the early timing of
certain capital projects versus the prior year. Capital expenditures were made
primarily for plant and facility improvements, distributor acquisitions, and
information technology investments.

Net cash provided by financing activities was $5.7 million for the first
twenty-four weeks of 2002 compared to $94,000 in the same period of 2001.
Revolver borrowings were $5.3 million in 2002 compared to $201,000 in the same
period of 2001.

New Accounting Pronouncements

As discussed earlier, in June 2001, FASB issued SFAS No. 141, Business
Combinations, effective July 1, 2001 and SFAS No. 142, Goodwill and Other
Intangible Assets, effective for the Company for its fiscal year beginning on
December 30, 2001. SFAS No. 141 prohibits pooling of interests accounting for
acquisitions initiated after June 30, 2001 and broadens the criteria for
recording intangible assets separate from goodwill. SFAS No. 142 requires the
Company to cease amortizing goodwill that existed at June 30, 2001 for all
periods after December 29, 2001 and any goodwill resulting from acquisitions
completed after June 30, 2001 will not be amortized. SFAS No. 142 also
establishes a new method of testing goodwill for impairment. The provisions of
SFAS No. 142 were adopted by the Company for its fiscal year beginning on
December 30, 2001. Early adoption of SFAS No. 142 was not permitted nor was
retroactive application to prior period financial statements. The adoption of
these accounting standards resulted in certain of the Companys intangible
assets being subsumed into goodwill. The Company recently completed its
goodwill impairment testing, indicating a non-cash goodwill impairment loss of
$22.9 million. Accordingly, the Company has now amended its
Form 10-Q filing for the
first quarter of 2002 to record the goodwill impairment charge. Also, as a
result of the adoption of SFAS No. 142 on December 30, 2001, goodwill and
certain intangible assets will no longer be amortized and accordingly, the
Companys net income before the cumulative effect of accounting change has
increased in fiscal 2002 as a result. The Company recorded $476,000 of
amortization expense in the first twenty-four weeks of 2001 that was not
recorded in the first twenty-four weeks of 2002 as a result of adopting SFAS
No. 142.

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

As discussed in earlier filings, during 2000, FASBs EITF added to its
agenda various issues that impact the income statement classification of
certain sales and marketing promotional payments. In May 2000, the EITF
reached a consensus on Issue 00-14, Accounting for Certain Sales Incentives.
Issue 00-14 addresses the recognition and income statement classification of
various sales incentives. Among its requirements, the consensus requires costs
related to customer price reductions at the point of sale and other product
promotions currently classified as

10



---



##### Table of Contents



marketing costs to be classified as a
reduction of revenue. In April 2001, the EITF delayed the effective date for
this consensus until 2002. The impact of adopting this consensus for the
quarters ended June 15, 2002, and June 16, 2001 reduced selling and
administrative expenses and net sales by approximately $4.2 million and $4.1
million, respectively. In April 2001, the EITF reached a consensus on Issue
00-25, Vendor Income Statement Characterization of Consideration Paid to a
Reseller of the Vendors Products. Issue 00-25 addresses the income statement
classification of consideration, other than that directly addressed in Issue
00-14, from a vendor to a reseller or another party that purchases the vendors
products. This consensus is effective for 2002 and is not expected to have a
material impact on the Companys financial statements.

Cautionary Statement Related to Forward-Looking Statements

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




Part II.   OTHER INFORMATION




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



| |              
| | -------------
| | (a) Exhibits.



| |      
| | -----
| | None.



| |                         
| | ------------------------
| | (b) Reports on Form 8-K.



| |                                                                                                  
| | -------------------------------------------------------------------------------------------------
| | There were no reports on Form 8-K filed by the Registrant during the
quarter ended June 15, 2002.

11



---



##### Table of Contents






SIGNATURES

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

TOMS FOODS INC.

By   /s/ Rolland G. Divin




Rolland G. Divin
President, Chief Executive Officer,
and Director (Principal Executive Officer)


Date: July 30, 2002

By   /s/ S. Albert Gaston




S. Albert Gaston
Senior Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)


Date:  July 30, 2002

12