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                                                                    EXHIBIT 99.1


                                  RISK FACTORS

SUBSTANTIAL LEVERAGE; INSUFFICIENT CASH FLOW FROM OPERATIONS

         At August 31, 2002 the Company had approximately $131.6 million of
indebtedness, representing 70.4% of its total capitalization. The ability of the
Company to satisfy its debt obligations depends largely on the Company's
operating performance, which is affected by prevailing economic conditions and
financial, business and other factors, many of which are beyond the Company's
control.

         The degree to which the Company is leveraged has important consequences
to the Company, including the following: (i) the Company's ability to obtain
additional financing is limited; (ii) substantial portions of the Company's cash
flows from operations must be dedicated to the debt service, thereby reducing
the funds available to the Company for its operations; (iii) the Company's debt
instruments contain financial and other restrictive covenants, including
covenants restricting the incurrence and restructuring of debt, the creation of
liens, the payment of dividends and sales of assets; (iv) the Company's
borrowings under its revolving credit facility are at variable rates of
interest, resulting in adverse effects on the Company's financial condition and
results of operations when the relevant market interest rates increase; (v) the
debt outstanding under the revolving credit facility is secured by substantially
all of the Company's assets; (vi) the Company is more leveraged than many of its
competitors, placing the Company at a relative competitive disadvantage; and
(vii) the Company's high degree of indebtedness makes it more vulnerable in the
event of a downturn in its business. As a result of the Company's level of
indebtedness, its financial capacity to respond to market conditions,
extraordinary capital needs and other factors is limited.

         Fiscal 2003 operating cash flows and borrowings under the Company's $50
million credit facility were sufficient to provide necessary working capital and
to service existing debt, and the Company anticipates that the remainder of its
fiscal 2003 cash requirements for working capital and debt service will be met
through a combination of funds provided by operations and additional borrowings
under its credit facility. Significant assumptions underlie this belief,
including, among other things, that the Company will succeed in implementing its
business strategy and that there will be no material adverse developments in the
business, liquidity or significant capital requirements of the Company.

         The Company has budgeted approximately $4.3 million for capital
expenditures for the remainder of fiscal 2003. These expenditures primarily are
devoted to a plant expansion in order to maintain the current revenue growth
trends. Additional expenditures are devoted to routine food processing capital
improvement projects and other miscellaneous expenditures. The Company believes
that funds from operations and funds from its $50 million credit facility, as
well as the Company's ability to enter into capital or operating leases, will be
adequate to finance these routine capital expenditures. If the Company continues
its historical revenue growth trend as expected, it will be required to raise
and invest additional capital for other various plant expansion projects to
provide operating capacity to satisfy increased demand. The Company believes
that future cash requirements for these plant expansion projects would need to
be met through other long-term financing sources, such as the issuance of
industrial revenue bonds or equity investment. The incurrence of additional debt
is governed and restricted by the Company's existing debt instruments.
Furthermore, there can be no assurance that additional long-term financing will
be available on advantageous terms (or any terms) when needed by the Company.

         The Company anticipates continued sales growth in key market areas. As
noted above, however, this growth will require other capital expansion projects
to increase existing plant capacity to satisfy increased demand. Sales growth,
improved operating performance and expanded plant capacity -- none of which is
assured -- will be necessary for the Company to continue to service existing
debt. If the Company is unable to continue servicing its debt, then it will need
to adopt alternative strategies, which may include actions such as reducing or
delaying capital expenditures, selling assets, restructuring or refinancing its
indebtedness or seeking additional equity capital. There can be no assurance
that any of these strategies could be affected on satisfactory terms or that the
chosen strategy would enable the Company to avoid defaults under its existing
debt instruments.


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RESTRICTIONS IMPOSED BY THE COMPANY'S DEBT INSTRUMENTS

         The Company's debt instruments include covenants that, among other
things, limit or restrict the ability of the Company to dispose of assets, incur
additional indebtedness, repay other indebtedness, pay dividends, enter into
certain investments or acquisitions, engage in mergers or consolidations or
engage in certain transactions with subsidiaries and affiliates and otherwise
restrict corporate activities. There can be no assurance that such limitations
and restrictions will not adversely affect the Company's ability to finance its
future operations or capital needs or engage in other business activities that
may be in the interest of the Company. The Company's $50 million credit facility
also requires the Company to comply with certain financial covenants. The
ability of the Company to comply with such financial covenants may be affected
by events beyond the Company's control. A breach of any of these covenants or
the inability of the Company to comply with the required financial covenants
could result in a default under the credit facility. In the event of any such
default, the lender could elect to declare all borrowings outstanding, together
with accrued interest and other fees, due and payable. If the Company were
unable to repay any such borrowings when due, then the lender could proceed
against its collateral, with material adverse effects on the Company's business,
financial condition and results of operations.

COMPETITION

         The food production business is highly competitive and is often
affected by changes in tastes and eating habits of the public, economic
conditions affecting spending habits and other demographic factors. In sales of
meat products, the Company faces strong price competition from a variety of
large meat processing concerns and from smaller local and regional operations.
In sales of biscuit and yeast roll products, the Company competes with a number
of large bakeries in various parts of the country. The sandwich industry is
extremely fragmented, with few large direct competitors but low barriers to
entry and indirect competition in the form of numerous other products.

GOVERNMENT REGULATION

         The food production industry is subject to extensive federal, state and
local government regulation.

         The Company's food processing facilities and food products are subject
to frequent inspection by the United States Department of Agriculture (the
"USDA"), the Food and Drug Administration (the "FDA") and other government
authorities. In July 1996, the USDA issued strict new policies against
contamination by food-borne pathogens such as E. coli and Salmonella and
established the Hazard Analysis and Critical Control Points ("HACCP") system.
The HACCP standards require the implementation of a seven step system for
preventing hazards that could cause food-borne illnesses and became effective on
January 25, 2000 for all food manufacturers with over ten employees and $25
million in sales. The Company is in full compliance with all FDA and USDA
regulations, including HACCP standards, but there can be no assurance that the
Company will be able to remain in compliance. The Company's failure to comply
with applicable laws and regulations could subject it to civil remedies,
including fines, injunctions, recalls and seizures, or even criminal sanctions,
any of which could have material adverse effects on the Company.

         The Company's operations are also governed by laws and regulations
relating to workplace safety and worker health that, among other things,
establish noise standards and regulate the use of hazardous chemicals in the
workplace. The Company is also subject to numerous federal, state and local
environmental laws. Under applicable environmental laws, the Company may be
responsible for remediation of environmental conditions and may be subject to
associated liabilities relating to its facilities and the land on which its
facilities are or had been situated, regardless of whether the Company leases or
owns the facilities or land in question and regardless of whether such
environmental conditions were created by the Company or by a prior owner or
tenant. There can be no assurance that any failure to comply, or compliance in
the future, with environmental laws, or that liabilities arising thereunder,
will have no material adverse effect on the Company's business, financial
condition or results of operations.

GENERAL RISKS OF THE FOOD INDUSTRY

         The food processing industry is generally subject to various risks,
including adverse changes in general economic conditions, evolving consumer
preferences, nutritional and health-related concerns, federal, state and local
food inspection and processing controls and litigation-oriented risks in the
nature of consumer product liability claims, product tampering problems


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and the availability and expense of liability insurance. There has recently been
increasing scrutiny due to the association of meat products with recent
outbreaks of illness, and even death, caused by pathogens which can be found in
raw and improperly cooked meat. Incidents of contamination experienced by other
food processors have materially and adversely affected their businesses and
could adversely affect the Company's business. Product recalls are sometimes
required in the meat industry to withdraw contaminated or mislabeled products
from the market.

ADVERSE CHANGES IN FOOD COSTS; AVAILABILITY OF SUPPLIES

         The profitability of the Company is dependent on its ability to
anticipate and react to changes in food prices in general and to changes in meat
prices in particular. While the Company has historically been able to anticipate
and react to changing prices through purchasing practices and price adjustments
so as to avoid any material adverse effect on profitability, there can be no
assurance that the Company will be able to do so in the future. In particular,
no assurance can be given that the Company will be able to pass any cost
increases on to its customers. The Company does not engage in hedging
transactions with respect to raw material purchases. Failure to engage in such
transactions may result in increased price volatility, with resulting adverse
effects on results of operations. In addition, the Company's dependency upon
regular deliveries of supplies from particular suppliers means that
interruptions or stoppages in such deliveries could adversely affect the Company
until arrangements with alternate suppliers could be made.

DEPENDENCE ON KEY PERSONNEL

         The Company believes that its continued success will largely depend
upon the abilities and experience of its senior management team such that loss
of the services of one or more senior managers could adversely affect the
Company's results of operations. The Company has entered into three-year
Employment Agreements with its Chairman and Vice-Chairman of the Board, Chief
Financial Officer and Senior Vice President of Sales, which specify terms
relating to salary, bonus and benefits to be paid. The Company has entered into
an Incentive Agreement with its President and Chief Executive Officer, which
sets forth compensation to be paid, but does not provide for a specified
employment term for the President.

POTENTIAL LABOR DISRUPTION

         None of the Company's employees is covered by a collective bargaining
agreement. To the extent the Company experiences a labor disruption in the
future, there could be material adverse effects on the Company's business,
financial condition and results of operations.