SECURITIES AND EXCHANGE COMMISSION ~~Washington, D.C. 20549~~

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

(Mark One)

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

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

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

For the transition period from to

Commission File Number

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

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation or organization)

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

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

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

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

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


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

TOM’S FOODS INC.

QUARTERLY REPORT ON FORM 10-Q FOR THE TWELVE-WEEKS ENDED ~~JUNE~~SEPTEMBER 146, 2003

TABLE OF CONTENTS

			Page	~~Page~~
PART I		FINANCIAL INFORMATION
PART I. FINANCIAL INFORMATION
Item 1.		Financial Statements:
Item 1. Financial Statements:
		Balance Sheets as of June 14, 2003 (unaudited) and December 28, 2002		3
	Condensed Balance Sheets as of September 6, 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
	Condensed Statements of Operations for the twelve and thirty-six weeks ended September 6, 2003 and September 7, 2002 (unaudited)			4
		Statements of Cash Flows for the twenty-four weeks ended June 14, 2003 and June 15, 2002 (unaudited)		5
	Condensed Statements of Cash Flows for the thirty-six weeks ended September 6, 2003 and September 7, 2002 (unaudited)			5
		Notes to Financial Statements		6
	Notes to Condensed Financial Statements			6
Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations		7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations				9
Item 3.		Quantitative and Qualitative Disclosures About Market Risk		11
Item 3. Quantitative and Qualitative Disclosures About Market Risk				12
Item 4.		Controls and Procedures		12
Item 4. Controls and Procedures				13
PART II		OTHER INFORMATION
PART II. OTHER INFORMATION
Item 6.		Exhibits and Reports on Form 8-K		12
Item 6. Exhibits and Reports on Form 8-K				13

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

					June 14, 2003				December 28, 2002
						September 6, 2003				December 28, 2002
ASSETS						(unaudited)
Current assets:
Current Assets:
	Cash and short-term investments				$	1,267			$	1,856
	Cash and cash equivalents					$	1,790			$	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
	Accounts and notes receivable, net of allowance for uncollectible of						13,675				11,746
	Inventories:
		$1,244 and $1,687 at Sept. 6, 2003 and December 28, 2002, respectively
		Raw materials				4,197				2,489
	Inventories:
		Packaging materials				2,344				2,672
		Raw materials					3,009				2,489
		Finished goods and work in progress				5,525				5,910
		Packaging materials					1,877				2,672
	Other current assets					2,672				3,032
		Finished goods and work in progress					5,415				5,910
			Total current assets			27,920				27,705
	Other current assets						3,143				3,032
Property, plant and equipment:
				Total current assets			28,909				27,705
	Land and land improvements					5,910				5,908
Property, plant, and equipment:
	Buildings					18,346				18,273
	Land and land improvements						5,911				5,908
	Machinery, equipment and vehicles					60,561				59,042
	Buildings						18,363				18,273
	Vending and other distribution equipment					12,925				12,953
	Machinery, equipment and vehicles						60,661				59,042
	Furniture and fixtures					16,765				16,510
	Vending and other distribution equipment						12,925				12,953
	Construction in progress					7,821				8,205
	Furniture and fixtures						17,310				16,510
			Total property, plants, and equipment			122,328				120,891
	Construction in progress						8,190				8,205
	Accumulated depreciation					(72,970	)			(69,166	)
				Total property, plant, and equipment			123,360				120,891
			Net property, plant, and equipment			49,358				51,725
	Accumulated depreciation						(74,547	)			(69,166	)
Noncurrent accounts and notes receivable, net						45				47
				Net property, plant, and equipment			48,813				51,725
Other assets						1,789				226
Noncurrent accounts and notes receivable, net							256				273
Deferred financing costs, net						676				919
Litigation Escrow Deposit							1,563				0
Intangible assets, net						19,718				20,009
Deferred financing costs, net							554				919
Goodwill, net						703				644
Intangible assets, net							19,587				20,009
			Total assets		$	100,209			$	101,275
Goodwill							760				644
LIABILITIES AND SHAREHOLDERS’ EQUITY
				Total assets		$	100,442			$	101,275
Current liabilities:
LIABILITIES AND SHAREHOLDERS’ EQUITY
	Revolving debt				$	6,085			$	—
Current liabilities:
	Accounts payable					9,057				11,751
	Revolving debt					$	5,689			$	—
	Accrued liabilities					8,473				11,166
	Accounts payable						8,795				11,751
	Current portion of other debt obligations					269				239
	Accrued liabilities						9,636				11,166
			Total current liabilities			23,884				23,156
	Current portion of other debt obligations						318				239
Long-term debt:
				Total current liabilities			24,438				23,156
	Senior secured notes					60,000				60,000
Long-term debt:
	Other debt obligations					394				431
	Senior secured notes						60,000				60,000
			Total long-term debt			60,394				60,431
	Other debt obligations						313				431
Other long-term obligations						37				37
				Total long-term debt			60,313				60,431
Accrued pension cost						15,125				14,795
Other long-term obligations							37				37
Commitments & contingencies:
Accrued pension cost							15,276				14,795
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
				Total liabilities			100,064				98,419
Shareholders’ Equity:
Exchangeable portion of Preferred Stock, $.01 par value, Class A, 7,000 shares authorized, 7,000 shares issued and outstanding at September 6, 2003 and December 28, 2002							10,000				10,000
	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
Shareholders’ Equity:
	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
	Common stock, $0.01 par value; 10,000 shares authorized, 5,000 shares issued and outstanding at September 6, 2003 and December 28, 2002						0				0
	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
	Nonexchangeable portion of Preferred Stock, $.01 par value, Class A, 7,000 shares authorized, 7,000 shares issued and outstanding at September 6, 2003 and December 28, 2002						2,731				1,922
	Additional paid-in capital					43,725				43,725
	Preferred Stock, $.01 par value, Class B, 21,737 shares authorized, 21,737 shares issued and outstanding at September 6, 2003 and December 28, 2002						37,415				35,256
	Accumulated other comprehensive income (loss)					(7,743	)			(7,742	)
	Additional paid-in capital						43,725				43,725
	Accumulated deficit					(84,373	)			(80,305	)
	Accumulated other comprehensive loss						(7,742	)			(7,742	)
			Total shareholders’ equity			(9,231	)			(7,144	)
	Accumulated deficit						(85,751	)			(80,305	)
			Total liabilities and shareholders’ equity		$	100,209			$	101,275
			Total shareholders’ equity				(9,622	)			(7,144	)
				Total liabilities and shareholders’ equity		$	100,442			$	101,275

~~The~~ See ~~accompanying~~ notes ~~are~~to aninterim ~~integral~~condensed ~~part of these~~ financial statements.

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

STATEMENTS OF OPERATIONS


			Twelve Weeks Ended						Thirty-Six Weeks Ended

			Sept. 6, 2003			Sept. 7, 2002			Sept. 6, 2003			Sept. 7, 2002

			(unaudited)			(unaudited)			(unaudited)			(unaudited)
Net sales			$	44,330		$	47,288		$	137,648		$	148,277
Cost of goods sold				(27,131	)		(30,452	)		(85,619	)		(94,115	)

		Gross profit		17,199			16,836			52,029			54,162
Expenses and other income:
Selling and administrative expenses				(16,024	)		(14,864	)		(49,650	)		(47,259	)
Amortization of intangible assets				(164	)		(159	)		(489	)		(478	)
Other operating income, net				278			69			623			269

		Income from operations		1,289			1,882			2,513			6,694
Interest expense, net				(1,649	)		(1,705	)		(4,897			(4,998	)

		Income (loss) before income taxes		(360	)		177			(2,384	)		1,696
Provision for income taxes				(31	)		(35	)		(93	)		(103	)

		Net income (loss) before cumulative effect of a change in accounting principle	$	(391	)	$	142		$	(2,477	)	$	1,593

Cumulative effect of a change in accounting principle				0			0			0			(22,934	)

	Net income (loss)		$	(391	)	$	142		$	(2,477	)	$	(21,341	)

~~FOR~~ See ~~THE~~notes ~~TWELVE~~to ~~AND~~interim ~~TWENTY-FOUR~~condensed ~~WEEKS~~financial statements ~~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.

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

STATEMENTS OF CASH FLOWS


			Thirty-Six Weeks Ended

			Sept. 6, 2003			Sept. 7, 2002

			(unaudited)			(unaudited)
Cash flows from operating activities:
	Net loss		$	(2,477	)	$	(21,341	)

	Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation				5,620			6,160
Amortization of intangible assets				489			478
Amortization of deferred debt issuance cost				364			364
Cumulative effect of a change in accounting principle				0			22,934
Provision for income taxes				93			103
Loss on disposal of property, plant, and equipment				(3	)		8
Changes in operating assets and liabilities:
	Accounts and notes receivable, net			(1,917	)		(3,758	)
	Inventories			771			(939	)
	Other assets			(111	)		(677	)
	Accounts payable			(2,955	)		(1,355	)
	Other liabilities			(1,623	)		1,466
	Accrued pension cost			482			(1,611	)

		Total adjustments		1,210			23,173

		Net cash (used in) provided by operating activities		(1,267	)		1,832

Cash flows from investing activities:
	Additions to property, plant, and equipment			(2,915	)		(7,875	)
	Proceeds from disposal of property, plant, and equipment			30			21

		Net cash used in investing activities		(2,885	)		(7,854	)

Cash flows from financing activities:
	Net borrowing from working capital revolving facility			5,689			3,908
	Return of industrial development revenue bond escrow deposit			0			354
	Litigation escrow deposit			(1,563	)		0
	(Payments) borrowings of other long-term debt			(40	)		80

		Net cash provided by financing activities		4,086			4,342

Decrease in cash and short-term investments				(66	)		(1,680	)
Cash and short-term investments, beginning of period				1,856			2,933

Cash and short-term investments, end of period			$	1,790		$	1,253

Interest paid during the period			$	3,829		$	3,920
Income taxes paid during the period			$	88		$	99

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

TOM’S FOODS INC. NOTES TO CONDENSED 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.

Use of Estimates

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

Revenue Recognition

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

Inventories

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

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~~September 146, 2003, the Company had no open futures or options contracts.

~~Item 2.~~Statement ~~MANAGEMENT’S~~of ~~DISCUSSION~~Financial ~~AND~~Accounting ~~ANALYSIS~~Standards ~~OF FINANCIAL CONDITION AND~~No. 150 ~~RESULTS OF OPERATIONS~~

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

~~TWELVE-WEEKS~~Revolving ~~ENDED~~Credit ~~JUNE 14, 2003~~Facility ~~COMPARED TO TWELVE-WEEKS ENDED JUNE 15, 2002~~

~~Net~~Revolver ~~sales~~borrowings ~~for the second quarter ended June 14, 2003~~ were $465.67 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~~three quarters 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~~$3. ~~Additionally, another contract customer~~9 ~~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.

~~Gross profit was $18.3~~ million in the ~~second~~same ~~quarter~~period of ~~2003~~2002. asIn ~~compared~~connection to with the appeal of a $191.7 2 million verdict against the Company in the ~~second~~Circuit ~~quarter~~Court of ~~2002~~Alabama, ~~due~~the Company todeposited ~~lower~~$1.6 million ~~margin/fixed~~in ~~cost coverage~~cash ~~resulting~~to ~~from~~secure ~~the~~a ~~decreased~~bond ~~contract~~posted ~~pack~~in ~~production,~~order asto ~~noted above,~~stay asthe ~~well~~execution asof ~~continued~~the ~~increased~~verdict ~~energy~~pending ~~and~~such ~~commodity costs~~appeal, which ~~were~~is ~~noted~~recorded in as the litigation ~~first~~escrow ~~quarter~~deposit under financing activities.

~~For~~Goodwill ~~the second quarter 2003, selling~~ and ~~administrative~~Intangible ~~expenses were flat to~~Assets ~~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~~The ~~expense,~~useful ~~net~~lives of ~~interest~~amortizable ~~income~~intangible ~~was~~assets $1are evaluated periodically, and subsequent to impairment reviews, to determine whether revision is warranted.~~6 million~~ inIf ~~the~~cash ~~second~~flows ~~quarter~~related to a nonamortizable intangible are not ofexpected ~~2003~~to ~~and~~continue ~~2002~~beyond the foreseeable future, a useful life would be assigned.

~~Net~~Upon ~~income~~adoption ~~for~~of SFAS No. 141, the ~~twelve-week~~Company ~~period~~reclassified ~~ended~~certain ~~June 14,~~intangible assets ~~2003~~previously ~~was~~allocated ~~$269~~to assembled staff into goodwill,~~000~~ ~~compared~~and ceased amortization related to $1these intangibles.~~6 million~~ A summary of the changes to goodwill for the ~~corresponding~~periods ~~period~~ended inDecember 28, 2002 and September 6, ~~due~~2003 tois ~~the~~presented ~~factors discussed~~below ~~above.~~(in thousands):

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.


			Accumulated		Carrying
	Goodwill		Amortization		Value

Balance at December 28, 2002	$	644	$	—	$	644
Add: Goodwill Acquired				116		116
Balance at September 6, 2003	$	760	$	—	$	760

~~The~~Other ~~Company’s~~intangible ~~operating~~assets ~~income~~are ~~remained~~subject onto ~~budget~~amortization ~~through~~with useful lives ranging up to 35 years. Intangible assets with indefinite lives are not amortized. The Company has reviewed the ~~first~~carrying ~~half~~value of these assets under the guidance of ~~year~~SFAS No. 144 ~~The~~and ~~core~~determined ~~branded~~there ~~business~~was ~~including~~no ~~the~~impairment ~~Company~~related ~~owned~~to ~~distribution~~these balances. ~~continued~~Intangible toassets ~~exceed~~at ~~the~~December 28, ~~sales~~2002 and ~~operating~~September 6, ~~income~~2003 ~~budgets~~consist ~~for~~of the following ~~year.~~(in thousands):

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


			Accumulated			Carrying
Balance December 28, 2002	Total		Amortization			Value

Trademark	$	4,803	$	(1,121	)	$	3,682
Distribution System		22,432		(6,673	)		15,759
Distribution System,intangible asset acquired		379		(8	)		371
Unamortized prior service cost		197					197

	$	27,811	$	(7,802	)	$	20,009

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.


			Accumulated			Carrying
Balance September 6, 2003	Total		Amortization			Value

Trademark	$	4,803	$	(1,121	)	$	3,682
Distribution System		22,432		(7,151	)		15,281
Distribution System,intangible asset acquired		446		(19	)		427
Unamortized prior service cost		197					197

	$	27,878	$	(8,291	)	$	19,587

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.

~~For the first twenty-four weeks of 2003, selling and administrative expenses increased to $33.6~~Item ~~million from $32~~2.~~4 million~~ inMANAGEMENT’S ~~the~~DISCUSSION ~~same~~AND ~~period~~ANALYSIS ofOF ~~2002,~~FINANCIAL ~~due primarily~~CONDITION toAND anRESULTS ~~increase~~OF ~~in the number of Company owned and operated~~OPERATIONS ~~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~~Results ~~expense, net~~ of ~~interest income was $3.2 million in the first two~~Operations ~~quarters of 2003 and 2002.~~

~~Loss~~TWELVE-WEEKS ~~before~~ENDED ~~cumulative~~SEPTEMBER ~~effect~~6, ~~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~~COMPARED ~~for~~TO ~~the~~TWELVE-WEEKS ~~corresponding~~ENDED ~~period~~SEPTEMBER ~~in 2002~~7, ~~due to factors discussed above.~~2002

~~The~~Net ~~provision~~sales for ~~income~~the ~~taxes~~third ~~was~~quarter ~~relatively~~ended ~~flat~~September 6, at2003 were $6244.3 million,~~000~~ compared into ~~2003~~sales ~~compared to~~of $~~68,000~~47.3 million for the corresponding period in 2002. The decrease ~~Company~~continues ~~estimates~~to ~~that~~be itfrom ~~will~~lower ~~have~~volume noin ~~Federal~~third ~~tax obligation~~party ~~for~~contract ~~the~~pack ~~fiscal~~sales consistent ~~year~~with ~~due~~the tofirst ~~loss~~and ~~carryforwards~~second ~~from~~quarters ~~prior~~of ~~years~~2003.

InGross profit was $17.2 million in the ~~first~~third quarter of ~~2002,~~2003 ~~the~~as ~~Company~~compared ~~completed~~to $16.8 million ~~its~~in ~~goodwill~~the ~~impairment testing~~third ~~indicating~~quarter aof ~~non-cash~~2002, ~~goodwill~~with ~~impairment~~Tom’s ~~loss~~branded ofsales ~~$22.9 million~~margins ~~recorded~~increasing asby a$805,000 ~~cumulative~~versus ~~effect~~prior ofyear ~~accounting change~~ and alower ~~reduction~~margins inof $463,000, ~~goodwill.~~resulting Nofrom ~~such~~the ~~expense~~decreased ~~was~~contract ~~incurred~~pack inproduction, ~~2003~~as noted above versus last year.

~~The~~For ~~net~~the ~~loss~~third ~~for~~quarter ~~the~~of ~~twenty-four~~2003, ~~week~~selling ~~period~~and ~~ended~~administrative ~~June 14,~~expenses ~~2003~~were ~~was~~ $216.10 million compared to ~~a net loss of~~ $2114.59 million for the ~~same~~third ~~period~~quarter ofin 2002 due primarily to an increase in the number of Company owned and operated distribution routes, which is consistent with the Company’s strategic plan.

~~The~~Interest ~~Company’s~~expense, ~~operating~~net ~~income~~of ~~remained~~interest onincome ~~budget~~was ~~during the second quarter of the year~~$1.6 million ~~The~~in ~~core branded business including~~ the ~~Company~~third ~~owned distribution~~quarter ~~continued~~of to2003 ~~exceed the sales~~ and ~~operating~~$1.7 million ~~income budgets~~ for the ~~year~~third quarter of 2002.

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

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

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

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

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

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

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

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

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

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

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

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

FINANCIAL CONDITION

Liquidity and Capital Resources

On October 14, 1997, the Company issued (the “Offering”) $60 million of its 10.5% Senior Secured Notes (the “Notes”) due November 1, 2004. The Notes are secured by a first lien on and security interest in all of the Company’s real properties, other than the Perry, FL and Knoxville, TN facilities and the Company’s equipment and intellectual property. The indenture governing the Notes has certain covenants including, without limitation, covenants limiting the incurrence of additional indebtedness, assets sales, investments, restricted payments and liens. The Company may redeem the Notes in whole or in part at a redemption price of 102.625% until October 31, 2003, and 100% thereafter, plus accrued interest through the date of redemption. In connection with the Offering, the Company incurred $3.5 million in fees and expenses which were capitalized and are being amortized over the seven year term of the Notes. As of ~~June~~September 146, 2003, the accumulated amortization of ~~these~~ these costs equaled approximately $23.80 million. The Company is in the process of of evaluating various alternatives to refinance the Notes prior to their ~~maturity~~ maturity on November 1, 2004. Failure to refinance the Notes on similar terms ~~would~~ 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~~

~~interest~~On orJanuary 31, at2000, the Company’s ~~option~~entered into a revolving credit facility which terminates on August 30, ~~LIBOR~~2004 ~~plus~~providing ~~2.0%.~~for ~~The~~a $17,000,000 revolving ~~credit~~loan ~~agreement~~facility ~~requires~~and letter-of-credit accommodations. Under the ~~Company~~loan toagreement, ~~maintain~~the revolving ~~certain~~loan ~~financial~~is ~~ratios~~based ~~relating~~on ~~to fixed~~85% ~~charge~~of ~~coverage~~all eligible accounts receivables, ~~working~~plus ~~capital~~55% of the value of eligible inventory, ~~and~~plus ~~minimum~~10% ~~borrowing~~of ~~availability~~packaging materials, all as defined. The ~~Company’s~~interest ~~revolving~~rate ~~loan~~for the new revolving facility is ~~secured~~the byprime arate ~~first~~of interest ~~lien~~or, ~~on and~~at ~~security~~the ~~interest~~Company’s inoption, ~~the~~LIBOR ~~inventory~~plus ~~and~~2.0%. ~~receivables~~The ofaverage effective interest rate on the Company’s ~~and certain~~line ~~related~~of ~~Collateral.~~credit ~~During~~for the three quarters ended September 6, 2003 and September 7, ~~the~~2002 ~~Company~~was ~~intends~~4.2% toand ~~generate sufficient~~4.8% ~~cash~~for ~~flow~~each toyear, respectively. ~~repay~~The ~~any~~revolving ~~borrowings~~credit ~~under~~agreement requires the ~~credit~~Company ~~facility~~to maintain ~~outstanding~~certain atfinancial ~~January 31,~~ratios ~~2004~~relating ~~and~~ to ~~fund~~fixed ~~its~~charge coverage, working capital ~~requirements~~, ~~through~~and ~~2004.~~minimum ~~Effective~~borrowing ~~June 20~~availability, ~~2003,~~as ~~the~~defined. The Company’s ~~entered~~revolving ~~into~~loan facility anis ~~agreement to~~secured ~~extend~~by ~~the~~a ~~revolving~~first ~~credit~~lien ~~facility,~~on ~~with~~and security interest in the ~~same~~inventory and ~~terms~~receivables of the Company and ~~conditions, until~~certain ~~August 30,~~related ~~2004~~Collateral.

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

As of ~~June~~September 146, 2003, the Company had an outstanding revolving loan balance of of $65.17 million, letters of credit outstanding of $2.8 million, ~~and~~ $24.92 million of of borrowing availability ~~thereunder.~~and ~~The~~a ~~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~~.65 million ~~for the same period of 2002~~.

Net cash used in operating activities was $31.43 million for the ~~twenty~~thirty-~~four~~six week period ended ~~June~~September 146, 2003, a variance of $23.40 million, versus $~~975,000 used~~1.8 million provided by operations during the same period in 2002, mainly attributable to the reduction in revenue associated with the contract sales volume.

Net cash used in investing activities was $12.79 million in the first ~~two~~three quarters of 2003 compared to $67.69 million in 2002.

Net cash provided by financing activities was $4.51 million the first ~~two~~three quarters of 2003 versus $54.73 million in the same period of 2002. Revolver borrowings were $65.17 million in the first ~~two~~three quarters of 2003 compared to $5.3 .9 million in the same period of 2002. In connection with the appeal of a $1.2 million verdict against the Company in the Circuit Court of Alabama, the Company deposited $1.6 million in cash to secure a bond posted in order to stay the execution of the verdict pending such appeal, which is recorded as the litigation escrow deposit under financing activities.

New Accounting Pronouncements

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

The FASB issued Interpretation No. 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others” (FIN 45), which addresses the disclosures to be made by a guarantor in its interim and annual financial statements about its obligations under guarantees. FIN 45 also clarifies the requirements related to the recognition of a liability by a guarantor at the inception of a guarantee for the guarantor’s noncontingent obligations associated with such guarantee. The disclosure requirements of this Interpretation are effective for financial statements of periods ending after December 15, 2002 ~~whereas the initial~~ ~~recognition and measurement provisions are applicable on a prospective basis~~ ~~for guarantees issued or modified after December 31, 2002.~~

1011

Inwhereas ~~June 2002,~~ the ~~FASB~~initial ~~issued~~recognition ~~SFAS No. 146, “Accounting for Costs Associated with Exit or Disposal Activities”, which addresses financial accounting~~ and ~~reporting~~ ~~for~~measurement ~~costs~~provisions ~~associated~~are ~~with~~applicable ~~exit~~on 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~~prospective abasis ~~liability~~ for aguarantees ~~cost~~issued ~~associated with an exit~~ or ~~disposal~~modified ~~activity~~after ~~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.~~December ~~146~~31, ~~also establishes that the liability should initially be measured and recorded at fair value~~2002. ~~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~~December 15, 2003. The Company does not expect FIN 46 to have a material impact on the Company’s financial position or results of operations.

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

Cautionary Statement Related to Forward-Looking Statements

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Raw materials used by the Company are subject to price volatility caused by weather, government farm programs, global supply and demand, and other unpredictable factors. To manage potential volatility in raw material prices, the Company from time to time enters into commodity future and option contracts, which are less than one year in duration. The Company’s Board-approved policy is to use such commodity derivative financial instruments only to the extent necessary to manage these raw material price exposures. The Company does not use these financial instruments for speculative purposes. These commodity instruments are marketable exchange traded contracts designated as hedges, and the changes in the market value of such contracts have a high correlation to the price changes of the hedged commodity. As of ~~June~~September 146, 2003, the Company had no open futures or options contracts in wheat, soybean oil, corn, diesel, or natural gas.

1112

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~~12 months away, failure to renew on ~~similar~~ similar terms could hinder the Company’s future cash flows and its ability to ~~reinvest~~ 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.


(a)		Exhibits.

		Exhibit 31.1 — Section 302 Certification of the CEO

		Exhibit 31.2 — Section 302 Certification of the CFO

		Exhibit 32.1 — Section 906 Certification of the CEO

		Exhibit 32.2 — Section 906 Certification of the CFO

(b)		Reports on Form 8-K.

There were no reports on Form 8-K filed by the Registrant during the quarter ended ~~June~~September 146, 2003.

1213

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~~October 2921, 2003 By /s/ Sharon M. Sanders Sharon M. Sanders Acting Chief Financial Officer Date: ~~July~~October 2921, 2003

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

I, Sharon M. Sanders, certify that:

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

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Filing Compare · TOMS FOODS INC