EXHIBIT 99.1



RISK FACTORS



This Annual Report on Form 10-K includes various forward-looking statements about the Company that are subject to risks and uncertainties.
Forward-looking statements include information concerning future results of operations, and business strategy. Also, statements that contain words such as believes, expects, anticipates, intends,
estimated or similar expressions are forward-looking statements. We have based these forward looking statements on our current expectations and projections about future events. While we believe these expectations and projections are
reasonable, such forward-looking statements are inherently subject to risks, uncertainties and assumptions about us, including the following factors. We undertake no obligation to publicly update or revise any forward-looking statements, whether as
a result of new information, future events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this Annual Report on Form 10-K might not occur.





Risks
relating to our business and industry



The pizza
delivery channel is highly competitive, and such competition could adversely affect our operating results.

We compete in the United
States against two national chains, as well as many regional and local businesses. We could experience increased competition from existing or new companies in the pizza delivery channel, which could create increasing pressures to grow our business
in order to maintain our channel share. If we are unable to maintain our competitive position, we could experience downward pressure on prices, lower demand for our products, reduced margins, the inability to take advantage of new business
opportunities and the loss of channel share, all of which would have an adverse effect on our operating results.



We also compete on a broader scale with QSRs and other international, national, regional and local restaurants. The overall food service market and the
QSR sector are intensely competitive with respect to food quality, price, service, convenience and concept, and are often affected by changes in:



| |  | consumer tastes;
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| |  | national, regional or local economic conditions;
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| |  | disposable purchasing power;
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| |  | demographic trends; and
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| |  | currency fluctuations to the extent international operations are involved.
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We compete within the food service market and the QSR sector not only for customers, but also for management and hourly employees, suitable real estate
sites and qualified franchisees. Our domestic distribution segment is also subject to competition from outside suppliers. If other suppliers were to offer lower prices or better service to our franchisees for their ingredients and supplies and, as a
result, our franchisees chose not to purchase from our domestic distribution centers, our results of operations and financial condition would be adversely affected.



If we fail to successfully implement our growth strategy, which includes opening new domestic and international
stores, our ability to increase our revenues and operating profits could be adversely affected.



A significant component of our growth strategy is opening new domestic and international franchise stores. We and our franchisees face many challenges in
opening new stores, including, among others:



| |  | selection and availability of suitable store locations;
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| |  | negotiation of acceptable lease or financing terms;
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| |  | securing required domestic or foreign governmental permits and approvals; and
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| |  | employment and training of qualified personnel.
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The opening of additional franchise stores also depends, in part, upon the availability of prospective
franchisees who meet our criteria. Our failure to add a significant number of new stores would adversely affect our ability to increase revenues and operating income. We are currently planning to expand our international operations in markets where
we currently operate and in selected new markets. This may require considerable management time as well as start-up expenses for market development before any significant revenues and earnings are generated. Operations in new foreign markets may
achieve low margins or may be unprofitable and expansion in existing markets may by affected by local economic and market conditions. Therefore, as we expand internationally, we may not experience the operating margins we expect, and our revenues
and earnings may be negatively impacted.



We may also pursue
strategic acquisitions as part of our business. If we are able to identify acquisition candidates, such acquisitions may be financed, to the extent permitted under our debt agreements, with substantial debt.



The food service market is affected by consumer preferences and
perceptions. Changes in these preferences and perceptions may lessen the demand for our products, which would reduce sales and harm our business.



Food service businesses are affected by changes in consumer tastes, national, regional and local economic conditions, and demographic trends. Our sales
could also be affected by changing consumer tastes. For instance, if prevailing health or dietary preferences cause consumers to avoid pizza and other products we offer in favor of foods that are perceived as more healthy, our business and operating
results would be harmed. Moreover, because we are primarily dependent on a single product, if consumer demand for pizza should decrease, our business would suffer more than if we had a more diversified menu, as many other food service businesses do.



Increases in food, labor and other costs could adversely
affect our profitability and operating results.



An
increase in our operating costs could adversely affect our profitability. Factors such as inflation, increased food costs, increased labor and employee benefit costs and increased energy costs may adversely affect our operating costs. Most of the
factors affecting costs are beyond our control and, in many cases, we may not be able to pass along these increased costs to our customers or franchisees. Most ingredients used in our pizza, particularly cheese, are subject to significant price
fluctuations as a result of seasonality, weather, demand and other factors. The cheese block price per pound averaged $1.31 in 2003 and the estimated increase in company-owned store food costs from a hypothetical $0.20 adverse change in the average
cheese block price per pound would have been approximately $3.5 million in 2003. Labor costs are largely a function of the minimum wage for a majority of our store and distribution center personnel, and, generally, are a function of the availability
of labor. Food, including cheese costs, and labor represent approximately 45% to 60% of a typical company-owned stores cost of sales.



Our substantial indebtedness could adversely affect our business and limit our ability to plan for or respond to changes in our business.



As of December 28, 2003, our consolidated indebtedness
was approximately $959.7 million. Our substantial indebtedness and the fact that a large portion of our cash flow from operations must be used to make principal and interest payments on our indebtedness, could have important consequences to you. For
example, it could:



| |  | make it more difficult for us to satisfy our obligations with respect to our debt agreements;
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| |  | increase our vulnerability to general adverse economic and industry conditions;
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| |  | require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow for other purposes;
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| |  | limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate thereby placing us at a competitive disadvantage compared to our
competitors that may have less debt;
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| |  | limit, by the financial and other restrictive covenants in our debt agreements, our ability to borrow additional funds; and
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| |  | have a material adverse effect on us if we fail to comply with the covenants in our debt agreements, because such failure could result in an event of default which, if not cured or
waived, could result in a substantial amount of our indebtedness becoming immediately due and payable.
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In addition, the indenture governing our senior subordinated notes and our senior secured credit facility permits us to incur substantial additional
indebtedness in the future, including up to an additional $125 million under our revolving credit facility. As of December 28, 2003, we had $125.0 million available to us for additional borrowing under the revolving credit facility portion of our
senior secured credit facility (excluding outstanding letters of credit of $25.4 million). If new indebtedness is added to our and our subsidiaries current debt levels, the risks described above would intensify.



We may be unable to generate sufficient cash flow to satisfy our
significant debt service obligations, which would adversely affect our financial condition and results of operations.



Our ability to make principal and interest payments on and to refinance our indebtedness will depend on our ability to generate cash in the future. This,
to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. In addition, the indenture governing our senior subordinated notes permits us to make distributions
to our parent corporation and make other payments otherwise prohibited by the indenture so long as we meet specified financial tests that are based in part on our consolidated net income, as defined, since December 29, 2002. Any of these
distributions or payments, if made, could make it more difficult for us to make scheduled payments on our debt obligations and could result in our inability to satisfy our debt obligations.



If our business does not generate sufficient cash flow from operations, if
currently anticipated cost savings and operating improvements are not realized on schedule, in the amounts projected or at all, or if future borrowings are not available to us under our senior secured credit facility in amounts sufficient to enable
us to pay our indebtedness, or to fund our other liquidity needs our financial condition and results of operations may be adversely affected. If we cannot generate sufficient cash flow from operations to make scheduled principal and interest
payments on our debt obligations in the future, we may need to refinance all or a portion of our indebtedness on or before maturity, sell assets, delay capital expenditures, or seek additional equity. If we are unable to refinance any of our
indebtedness on commercially reasonable terms or at all or to effect any other action relating to our indebtedness on satisfactory terms or at all, our business may be harmed.



The terms of our senior subordinated notes and our senior secured credit facility have restrictive terms and our
failure to comply with any of these terms could put us in default, which would have an adverse effect on our business and prospects.



Our senior secured credit facility and the indenture governing our senior subordinated notes contain a number of significant covenants. These covenants
limit our ability and the ability of our restricted subsidiaries to, among other things:



| |  | incur additional indebtedness and issue additional preferred stock;
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| |  | make capital expenditures and other investments;
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| |  | merge, consolidate or dispose of our assets or the capital stock or assets of any restricted subsidiary;
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| |  | pay dividends, make distributions or redeem capital stock;
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| |  | change our line of business;
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| |  | enter into transactions with our affiliates; and
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| |  | grant liens on our assets or the assets of our restricted subsidiaries.
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Our senior secured credit facility requires us to maintain specified financial ratios and satisfy
financial condition tests at the end of each fiscal quarter. Our ability to meet these financial ratios and tests can be affected by events beyond our control, and we may not meet those tests. A breach of any of these covenants could result in a
default under our senior secured credit facility and/or the indenture governing our senior subordinated notes. If our banks accelerate amounts owing under our senior secured credit facility because of a default under our senior secured credit
facility and we are unable to pay such amounts, the banks have the right to foreclose on substantially all of our assets.



We do not have long-term contracts with many of our suppliers, and as a result they could seek to significantly increase prices or fail to deliver.



We typically do not rely on written contracts or
long-term arrangements with our suppliers. Although we have not experienced significant problems with our suppliers, our suppliers may implement significant price increases or may not meet our requirements in a timely fashion, if at all. The
occurrence of any of the foregoing could have a material adverse effect on our operating results.



Shortages or interruptions in the supply or delivery of fresh food products could adversely affect our operating results.



We and our franchisees are dependent on frequent deliveries of fresh food
products that meet our specifications. Shortages or interruptions in the supply of fresh food products caused by unanticipated demand, problems in production or distribution, inclement weather or other conditions could adversely affect the
availability, quality and cost of ingredients, which would adversely affect our operating results.



Any prolonged disruption in the operations of any of our dough manufacturing and distribution centers could harm our business.



We operate 18 regional dough manufacturing and distribution centers in the
contiguous United States and dough manufacturing and distribution centers in Alaska, Hawaii, Canada, the Netherlands and France. Our domestic dough manufacturing and distribution centers service all of our company-owned stores and approximately 98%
of our domestic franchise stores. As a result, any prolonged disruption in the operations of any of these facilities, whether due to technical or labor difficulties, destruction or damage to the facility, real estate issues or other reasons, could
result in increased costs and reduced revenues and our profitability and prospects could be harmed.



We face risks of litigation from customers, franchisees, employees and others in the ordinary course of business, which diverts our financial and
management resources. Any adverse litigation or publicity may negatively impact our financial condition and results of operations.



Claims of illness or injury relating to food quality or food handling are common in the food service industry. In addition, class action lawsuits have
been filed, and may continue to be filed, against various QSRs alleging, among other things, that QSRs have failed to disclose the health risks associated with high-fat foods and that QSR marketing practices have encouraged obesity. In addition to
decreasing our sales and profitability and diverting our management resources, adverse publicity or a substantial judgment against us could negatively impact our financial condition, results of operations and brand reputation, hindering our ability
to attract and retain franchisees and grow our business.



Further, we may be subject to employee, franchisee and other claims in the future based on, among other things, discrimination, harassment, wrongful termination and wage, rest break and meal break issues, including those relating to
overtime compensation. We have been subject to these types of claims in the past, and we are currently subject to a purported class action claim of this type in California relating to rest break and meal break compensation and if one or more of
these claims were to be successful or if there is a significant increase in the number of these claims, our business, financial condition, operating results and cash flows could be harmed.



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Loss of key personnel or our inability to attract and retain new qualified personnel could hurt our
business and inhibit our ability to operate and grow successfully.



Our success in the highly competitive pizza delivery channel will continue to depend to a significant extent on our leadership team and other key management personnel. Other than with our chairman and chief executive
officer, David A. Brandon, we do not have any long-term employment agreements with any of our executive officers. As a result, we may not be able to retain our executive officers and key personnel or attract additional qualified management. Our
success also will continue to depend on our ability to attract and retain qualified personnel to operate our stores, dough manufacturing and distribution centers and international operations. The loss of these employees or our inability to recruit
and retain qualified personnel could have a material adverse effect on our operating results.



Our international operations subject us to additional risks, which risks and costs may differ in each country in which we do business, and may cause our profitability to decline due to increased costs.



We conduct a portion of our business outside the
United States. Our financial condition and results of operations may be adversely affected if global markets in which our company-owned and franchise stores compete are affected by changes in political, economic or other factors. These factors, over
which neither we nor our franchisees have control, may include:



| |  | recessionary or expansive trends in international markets;
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| |  | changing labor conditions and difficulties in staffing and managing our foreign operations;
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| |  | increases in the taxes we pay and other changes in applicable tax laws;
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| |  | legal and regulatory changes and the burdens and costs of our compliance with a variety of foreign laws;
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| |  | changes in inflation rates;
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| |  | changes in exchange rates and the imposition of restrictions on currency conversion or the transfer of funds;
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| |  | difficulty in collecting our royalties and longer payment cycles;
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| |  | expropriation of private enterprises;
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| |  | political or economic instability; and
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| |  | other external factors.
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Fluctuations in the value of the U.S. dollar in relation to other currencies may lead to lower revenues and earnings.



Exchange rate fluctuations could have an adverse effect on our results of
operations. Approximately 5.6% of our revenues in 2001, 6.4% of our revenues in 2002 and 7.2% of our revenues in 2003 were derived from our international segment, the majority of which were denominated in foreign currencies. Sales made by our stores
outside the United States are denominated in the currency of the country in which the store is located, and this currency could become less valuable prior to conversion to U.S. dollars as a result of exchange rate fluctuations. Unfavorable currency
fluctuations could lead to increased prices to customers outside the United States or lower profitability to our franchisees outside the United States, or could result in lower revenues for us, on a U.S. dollar basis, from such customers and
franchisees.



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We may not be able to adequately protect our intellectual property, which could harm the value of
our brand and branded products and adversely affect our business.



We depend in large part on our brand and branded products and believe that they are very important to our business. We rely on a combination of trademarks, copyrights, service marks, trade secrets and similar
intellectual property rights to protect our brand and branded products. The success of our business depends on our continued ability to use our existing trademarks and service marks in order to increase brand awareness and further develop our
branded products in both domestic and international markets. We have registered certain trademarks and have other trademark registrations pending in the United States and foreign jurisdictions. Not all of the trademarks that we currently use have
been registered in all of the countries in which we do business and they may never be registered in all of these countries. We may not be able to adequately protect our trademarks and our use of these trademarks may result in liability for trademark
infringement, trademark dilution or unfair competition. All of the steps we have taken to protect our intellectual property in the United States and in foreign countries may not be adequate. In addition, the laws of some foreign countries do not
protect intellectual property rights to the same extent as the laws of the United States. Further, through acquisitions of third parties, we may acquire brands and related trademarks that are subject to the same risks as the brands and trademarks we
currently own.



We may from time to time be required to
institute litigation to enforce our trademarks or other intellectual property rights, or to protect our trade secrets. Such litigation could result in substantial costs and diversion of resources and could negatively affect our sales, profitability
and prospects regardless of whether we are able to successfully enforce our rights.



Our earnings and business growth strategy depends on the success of our franchisees and we may be harmed by actions taken by our franchisees that are outside of our control.



A significant portion of our earnings comes from royalties generated by our
franchise stores. Franchisees are independent operators and their employees are not our employees. We provide limited training and support to franchisees, but the quality of franchise store operations may be diminished by any number of factors
beyond our control. Consequently, franchisees may not successfully operate stores in a manner consistent with our standards and requirements, or may not hire and train qualified managers and other store personnel. If they do not, our image and
reputation may suffer, and revenues and system-wide sales could decline. While we try to ensure that our franchisees maintain the quality of our brand and branded products, our franchisees may take actions that adversely affect the value of our
intellectual property or reputation. As of December 28, 2003, we had 1,300 domestic franchisees operating 4,327 domestic stores. Four of these franchisees each operate over 50 domestic stores, including our largest franchisee who operates 160
stores, and the average franchisee operates only three stores. In addition, our international master franchisees are generally responsible for the development of significantly more stores than our domestic franchisees. As a result, our international
operations are more closely tied to the success of a smaller number of franchisees than our domestic operations. Our largest international master franchisee operates 504 stores, which accounts for approximately 20% of our total international store
count. Our domestic and international franchisees may not operate their franchises successfully. If one or more of our key franchisees were to become insolvent or otherwise were unable or unwilling to pay us our royalties, our results of operation
could be adversely affected.



We are subject to extensive
government regulation, and our failure to comply with existing or increased regulations could adversely affect our business and operating results.



We are subject to numerous federal, state, local and foreign laws and regulations, including those relating to:



| |  | the preparation and sale of food;
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| |  | building and zoning requirements;
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| |  | environmental protection;
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| |  | minimum wage, overtime and other labor requirements;
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| |  | compliance with the Americans with Disabilities Act; and
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| |  | working and safety conditions.
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We may become subject to legislation seeking to tax and/or regulate high-fat foods. If we fail to comply
with existing or future regulations, we may be subject to governmental or judicial fines or sanctions. In addition, our capital expenditures could increase due to remediation measures that may be required if we are found to be noncompliant with any
of these laws or regulations.



We are also subject to a Federal
Trade Commission rule and to various state and foreign laws that govern the offer and sale of franchises. Additionally, these laws regulate various aspects of the franchise relationship, including terminations and the refusal to renew franchises.
The failure to comply with these laws and regulations in any jurisdiction or to obtain required government approvals could result in a ban or temporary suspension on future franchise sales, fines or other penalties or require us to make offers of
rescission or restitution, any of which could adversely affect our business and operating results.



Our current insurance coverage may not be adequate, and insurance premiums for such coverage may increase and we may not be able to obtain insurance
at acceptable rates, or at all.



We are partially
self-insured for workers compensation, general liability and owned and non-owned automobile liabilities. We are generally responsible for up to $1.0 million per occurrence under these retention programs for workers compensation and
general liability. We are also generally responsible for between $500,000 and $3.0 million per occurrence under these retention programs for owned and non-owned automobile liabilities. Total insurance limits under these retention programs vary
depending on the period covered and range up to $108.0 million per occurrence for general liability and owned and non-owned automobile liabilities and up to the applicable statutory limits for workers compensation. These insurance policies may
not be adequate to protect us from liabilities that we incur in our business. In addition, in the future our insurance premiums may increase and we may not be able to obtain similar levels of insurance on reasonable terms or at all. Any such
inadequacy of or inability to obtain insurance coverage could have a material adverse effect on our business, financial condition and results of operations. We are not required to, and do not, specifically set aside funds for our self-insurance
programs. We believe that our cash flows from operations and our available borrowings under our senior secured credit facility are adequate to fund related liabilities.



Our annual and quarterly financial results are subject to significant fluctuations depending on various factors, many
of which are beyond our control, which could adversely affect our ability to satisfy our debt obligations as they become due.



Our sales and operating results can vary significantly from quarter to quarter and year to year depending on various factors, many of which are beyond our
control. These factors include:



| |  | variations in the timing and volume of our sales and our franchisees sales;
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| |  | the timing of expenditures in anticipation of future sales;
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| |  | sales promotions by us and our competitors;
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| |  | changes in competitive and economic conditions generally;
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| |  | changes in the cost or availability of our ingredients or labor; and
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| |  | foreign currency exposure.
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As a result, our results of operations may decline quickly and significantly in response to changes in order patterns or rapid decreases in demand for our
products. We anticipate that fluctuations in operating results will continue in the future.



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The current principal stockholders of TISM, Inc., our parent corporation, have significant
influence over us, and could delay, deter or prevent a change of control or other business combination or otherwise cause us to take action with which you may disagree.



Investment funds affiliated with Bain Capital, LLC together hold 49% of TISMs outstanding Class A voting common stock,
approximately 69% of TISMs outstanding Class A non-voting common stock and approximately 65% of TISMs outstanding Class L non-voting common stock. In addition, these investment funds affiliated with Bain Capital, LLC and all of
TISMs other stockholders have entered into a stockholders agreement regarding, among other things, the voting of such capital stock. These agreements and their stock ownership give the investment funds affiliated with Bain Capital, LLC the
power:



| |  | to prevent the approval of all matters submitted to stockholders of TISM and the company;
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| |  | to elect up to a majority of the directors of TISM and its subsidiaries, including the company; and
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| |  | to limit actions related to the business, policies and affairs of TISM and the company.
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