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EXHIBIT 99.1
LUIGINO'S, INC.
Report on Form 10-Q
July 16, 2000
Cautionary Statements for Purposes of the "Safe Harbor" provisions of the
Private Securities Litigation Reform Act of 1995
The Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" for forward-looking statements to encourage companies to provide
prospective information without fear of litigation so long as those statements
are identified as forward-looking and are accompanied by meaningful cautionary
statements identifying important factors that could cause actual results to
differ materially from those projected in the statement. The Company desires to
take advantage of these "safe harbor" provisions and is filing this Exhibit 99
in order to do so. Accordingly, the Company hereby identifies the following
important factors which could cause the Company's actual results to differ
materially from any such results which may be projected, forecast, estimated or
budgeted by the Company in forward-looking statements made by the Company from
time to time in reports, registration statements and other written
communications, or in oral forward-looking statements made from time to time by
the Company's officers and agents.
Luigino's has substantial indebtedness other than its senior subordinated
notes, which may affect its ability to make scheduled payments on those notes,
to redeem them if the Company is required to do so, and to pay the principal
amounts of the notes when due.
Luigino's is highly leveraged. After giving effect to the sale of the
senior subordinated notes sold in a private offering and subsequently registered
in an exchange offer under 144A of the Securities Act, the borrowings under the
credit facility and the application of the proceeds from those transactions, the
Company had total indebtedness of approximately $130.0 million and a
shareholders' deficit of $7.5 million as of July 16, 2000. Of the $130.0 million
of total indebtedness, $100.0 million consisted of the senior subordinated
notes. In addition, the Company may incur additional indebtedness in the future.
The degree to which the Company is leveraged could prevent it from repurchasing
all of the senior subordinated notes holders tender upon the occurrence of a
change of control of Luigino's.
The Company's ability to make scheduled payments of principal of, or to pay
the interest and any other payments on, or to refinance, its indebtedness,
including the senior subordinated notes, or to fund its planned capital
expenditures will depend on its future performance, which, to some extent, is
subject to general economic, financial, competitive, legislative, regulatory and
other factors that are beyond its control. The Company may also need to
refinance all or a portion of the principal amount of the notes on or before
maturity. There is a risk that the Company's business will not generate
sufficient cash flow from operations, or that the Company will not have
sufficient credit available in the future, to enable it to service its
indebtedness, including the senior subordinated notes, or to fund its other
liquidity needs. In addition, there is a risk that the Company will not be able
to refinance its debt on commercially reasonable terms, or at all.
The degree to which Luigino's will continue to be leveraged in the future
could have important consequences to the holders of the senior subordinated
notes. The following effects on Luigino's could affect the holders:
the Company may have more difficulty satisfying its obligations on the
notes,
the Company will be increasingly vulnerable to general adverse economic
and industry conditions,
the Company may have more difficulty obtaining additional financing to
fund future working capital, capital expenditures and other general
corporate requirements,
the Company may need to dedicate a substantial portion of its cash flow
from operations to the payment of principal of, and interest on, its
indebtedness, thereby reducing the availability of such
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cash flow to fund working capital, capital expenditures, research and
development or other general corporate purposes,
the Company may have less flexibility in planning for, or reacting to,
changes in its business and the industry, and
the Company may be at competitive disadvantage vis-a-vis less leveraged
competitors.
In addition, the indenture relating to the senior subordinated notes and
the bank credit facility contain financial and other restrictive covenants that
limit the Company's ability to, among other things, borrow additional funds. If
the Company does not comply with these covenants, it would be in default, and if
the default is not cured or waived, the Company's business could be adversely
affected.
The senior subordinated notes are subordinated to other indebtedness, which also
may affect the Company's ability to make payments on the notes.
The notes are and will be subordinated in right of payment to all of the
Company's current and future senior debt. However, the indenture prohibits the
Company from incurring or otherwise becoming liable for any indebtedness that is
subordinate or junior in right of payment to any senior debt and senior in right
of payment to the notes. Upon any distribution to the Company's creditors in a
liquidation or dissolution of Luigino's or in a bankruptcy, reorganization,
insolvency, receivership or similar proceeding relating to Luigino's or its
property, the holders of the Company's senior debt will be entitled to be paid
in full in cash before any payment may be made on the notes. In addition, the
subordination provisions of the indenture will provide that payments with
respect to the notes will be blocked in the event of a payment default on the
Company's senior debt and may be blocked for up to 179 days each year in the
event of nonpayment defaults on that debt. In the event of a bankruptcy,
liquidation or reorganization of Luigino's, holders of the notes will
participate ratably with all holders of the Company's subordinated indebtedness
that is deemed to be of the same class as the notes, and potentially with all of
the Company's other general creditors, based upon the respective amounts owed to
each holder or creditor, in the remaining assets of Luigino's. In any of the
foregoing events, there is a risk that there would not be sufficient assets to
pay amounts due on the notes. As a result, holders of notes may receive less,
ratably, than the holders of the Company's senior debt.
Restrictions imposed under Luigino's bank credit facility also may affect the
Company's ability to make payments on the senior subordinated notes.
The Company's bank credit facility contains, among other things, financial
and other covenants, including covenants requiring the Company to maintain
specified financial ratios, restricting its ability to incur indebtedness or to
create or suffer to exist liens, and restricting the amount of capital
expenditures which it may incur in any fiscal year. Compliance with these
provisions may limit the Company's ability to expand its business, and its
ability to comply with these provisions and to repay or refinance the bank
credit facility may be affected by events beyond the Company's control. If the
Company fails to make any required payment under the bank credit facility or
fails to comply with any of the financial and operating covenants included in
the bank credit facility, it would result in an event of default, permitting the
lender to elect to accelerate the maturity of that indebtedness. Any such
acceleration could also result in the acceleration of any of the Company's other
indebtedness. In addition, the Company may be unable to make scheduled interest
payments or principal payments, if then due, on the notes during the existence
of a default under the bank credit facility or its other indebtedness. If the
lender under the bank credit facility accelerates the maturity of that
indebtedness, there is a risk that the Company will not have sufficient
resources to satisfy its obligations under the bank credit facility and its
other indebtedness, including the notes.
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Luigino's business is subject to the general risks of the food industry and to
significant competition from larger, well-established companies.
The Company is subject to the general risks of the food industry,
including:
the risk that a competitor gains a technological advantage;
evolving consumer preferences;
limited shelf life of food products;
nutritional and health-related concerns;
federal, state and local food processing controls;
consumer product liability claims;
the risk of product tampering;
mislabeling; and
the availability and expense of insurance.
In addition, the food products business is highly competitive. Numerous
brands and products compete for shelf space and sales, with competition based
primarily on brand recognition and loyalty, price, quality and convenience. The
Company competes with a number of established brands and companies, including
larger and more diversified companies. A number of these competitors have
broader product lines, substantially greater financial and other resources
available to them, lower fixed costs and longer operating histories than
Luigino's. There is a risk that the Company will not be able to compete
successfully with these other companies. Competitive pressure or other factors
could cause the Company's products to lose market share or result in significant
price erosion, which could have a material adverse effect on its business.
Fluctuations in the cost of Luigino's ingredients may adversely affect its
business.
The Company uses large quantities of ingredients and packaging materials in
its frozen entrees. As a result, the Company is significantly affected by
increases in the costs of these ingredients and materials. Due to extremely
competitive conditions in the frozen food industry, following increases in
ingredient costs, the Company may not be in a position to raise the prices of
its frozen food entrees sufficiently to pass all such costs on to the consumer.
In some cases, the Company enters into long-term supply contracts that fix the
price for raw materials, but such contracts do not cover all of its ingredients
and the Company may be exposed to cost increases after a contract expires. Any
future material increase in the price of ingredients for the Company's entrees
could have a material adverse effect on Luigino's.
Claims made against Luigino's based on product liability could have a material
adverse effect on its business.
As a producer and marketer of food products, the Company is subject to the
risk of claims for product liability. The Company maintains product liability
insurance, but there is a risk that its coverage will not be sufficient to
insure against all claims which may be brought against it, or that it will not
be able to maintain that coverage or obtain additional insurance covering
existing or new products. If someone successfully asserts a product liability
claim against the Company exceeding its insurance coverage, it could have a
material adverse effect on its business, and, even if a product liability claim
is not successful, the time, expense and negative publicity associated with
defending against such a claim could also have a similar effect.
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Luigino's makes its sales through independent food brokers, and its ability to
maintain these relationships is important to the Company's business.
The Company relies on non-affiliated food brokers to sell its products.
The success of the Company's business depends, in large part, upon the
maintenance of a strong distribution network. The Company grants food brokers
revocable rights to sell Luigino's products in exclusive territories and they
receive as compensation a dollar amount per case sold. If the Company were
required to obtain additional or alternative distribution and food brokerage
agreements or arrangements in the future, there can be no assurance it will be
able to do so on satisfactory terms or in a timely manner. Inability to enter
into satisfactory brokerage agreements may inhibit the Company's ability to
implement its business plan or to establish markets necessary to develop its
products successfully.
Luigino's is effectively controlled by one shareholder, who can make
substantially all decisions concerning the Company's business.
Jeno F. Paulucci, one of his children and trusts for the benefit of his
wife, all three of his children and their children own all of the outstanding
shares of Luigino's common stock. Of such outstanding shares, Mr. Paulucci owns
the only shares of common stock entitled to vote. Accordingly, Mr. Paulucci
elects the entire board of directors and otherwise controls the management of
Luigino's. In addition, the Company's shareholders are parties to a
shareholder control agreement that permits Mr. Paulucci to make decisions with
respect to the management and affairs of Luigino's that would normally be made
by the board of directors, such as to amend the Company's articles of
incorporation or bylaws, make capital expenditures over a specified dollar
amount, or incur indebtedness. There is a risk that Mr. Paulucci could make a
decision regarding the Company's affairs which is different than a decision made
after full board deliberation, and that his decision could have an adverse
effect on investors.
Loss of Luigino's status as an S corporation for federal income tax purposes
could materially affect the Company's income.
Luigino's has elected to be an S corporation under the IRS code.
Accordingly, the Company's shareholders are directly subject to tax on their
respective proportionate shares of the Company's taxable income for federal and
some state income tax purposes. If someone successfully challenges the
Company's status as an S corporation, the Company could be required to pay
federal and state income taxes, plus interest and possibly penalties, on its
past and future taxable income. There is a risk that the payment of any such
taxes, interest and penalties will have a material adverse effect on Luigino's.
The loss of Luigino's founder or other key personnel could adversely affect the
Company's business.
The Company's success depends largely upon the continued services of its
executive officers and key management and other personnel. If the Company loses
the services of one or more of its current executive officers or other key
employees, it could have a material adverse effect on the Company's business,
results of operations and financial condition. In particular, the Company
relies on its founder, Jeno Paulucci, and its President and Chief Operating
Officer, Ronald Bubar. Mr. Paulucci and Mr. Bubar, and other executive
officers, have extensive experience in the food industry. Mr. Paulucci has over
50 years of experience. He founded several successful food companies, including
Chun King Corporation, which he sold in 1967 to R.J. Reynolds Food Company, and
Jeno's Inc., which he sold in 1985 to The Pillsbury Co. Mr. Paulucci was the
first Chairman of the Board of R.J. Reynolds Food Company, now RJR Nabisco, Inc.
Mr. Bubar has more than 30 years in the food industry, and has held senior
management positions at The Pillsbury Co. and Jeno's, Inc. Mr. Paulucci does
not have an employment agreement with Luigino's but provides services to the
Company under a consulting agreement. Mr. Bubar has entered into an employment
agreement with Luigino's in effect until December 2001, subject to earlier
termination or future extensions. The Company maintains key-man insurance
policies on both Mr. Paulucci and Mr. Bubar, the proceeds of which are payable
to Luigino's.
