B&G FOODS, INC. The following Management's Discussion and Analysis of Financial Condition and
Results of Operations contains forward-looking statements that involve risks and
uncertainties. Our actual results could differ materially from those anticipated
in these forward-looking statements as a result of certain factors, including
those set forth under the heading "Forward-Looking Statements" before Part I of
this report and elsewhere in this report. The following discussion should be
read in conjunction with the unaudited consolidated interim financial statements
and related notes for the thirteen weeks ended
General
We manufacture, sell and distribute a diverse portfolio of branded, high quality, shelf-stable and frozen foods and household products, many of which have leading regional or national market shares. In general, we position our branded products to appeal to the consumer desiring a high quality and reasonably priced product. We complement our branded product retail sales with institutional and foodservice sales and private label sales.
Our company has been built upon a successful track record of acquisition-driven growth. Our goal is to continue to increase sales, profitability and cash flows through strategic acquisitions, new product development and organic growth. We intend to implement our growth strategy through the following initiatives: expanding our brand portfolio with disciplined acquisitions of complementary branded businesses, continuing to develop new products and delivering them to market quickly, leveraging our multiple channel sales and distribution system and continuing to focus on higher growth customers and distribution channels.
Since 1996, we have successfully acquired and integrated more than 50 brands
into our company. Most recently, on
We are subject to a number of challenges that may adversely affect our businesses. These challenges, which are discussed below and under the heading "Forward-Looking Statements," include:
Fluctuations in Commodity Prices and Production and Distribution Costs. We
purchase raw materials, including agricultural products, oils, meat, poultry,
ingredients and packaging materials from growers, commodity processors, other
food companies and packaging suppliers located in
We attempt to manage cost inflation risks by locking in prices through short-term supply contracts and advance commodities purchase agreements and by implementing cost saving measures. We also attempt to offset rising input costs by raising sales prices to our customers. However, increases in the prices we charge our customers may lag behind rising input costs. Competitive pressures also may limit our ability to quickly raise prices in response to rising costs.
We experienced net cost increases for raw materials during the first quarter of 2021 and fiscal 2020 and anticipate higher raw materials cost increases for the remainder of fiscal 2021. We are currently locked into our supply and prices for a majority of our most significant raw material commodities (excluding, among others, maple syrup and oils) through the remainder of fiscal 2021 and for most of our needs for oils through the first half of 2021.
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In recent years, we have been negatively impacted by industry-wide increases in the cost of distribution, primarily driven by increased freight rates. We attempt to offset all or a portion of these increases through price increases and cost savings initiatives. For example, despite higher rates for freight in 2019, we were able to offset a portion of the freight cost increase through pricing, which included both list price increases and trade spend optimization. And in 2018 and 2019, we benefited from our distribution re-alignment efforts which have helped to optimize both our shelf-stable and our frozen distribution networks. Freight rates increased significantly during the fourth quarter of 2020 and we expect freight rates to remain elevated in 2021.
We plan to continue managing inflation risk by entering into short-term supply contracts and advance commodities purchase agreements from time to time, and, if necessary, by raising prices. To the extent we are unable to avoid or offset any present or future cost increases by locking in our costs, implementing cost saving measures or increasing prices to our customers, our operating results could be materially adversely affected. In addition, if input costs begin to decline, customers may look for price reductions in situations where we have locked into purchases at higher costs. During the past three years, our cost saving measures and sales price increases have not been sufficient to fully offset increases to our raw material, ingredient and packaging and distribution costs.
Consolidation in the Retail Trade and Consequent Inventory Reductions. As customers, such as supermarkets, discounters, e-commerce merchants, warehouse clubs and food distributors, continue to consolidate and grow larger and become more sophisticated, our retail customers may demand lower pricing and increased promotional programs. These customers are also reducing their inventories and increasing their emphasis on private label products.
Changing Consumer Preferences and Channel Shifts. Consumers in the market categories in which we compete frequently change their taste preferences, dietary habits and product packaging preferences. In addition, the rapid growth of some channels and changing consumer preferences for these channels, in particular in e-commerce, which has expanded significantly following the outbreak of COVID-19, may impact our current operations or strategies more quickly than we planned for, create consumer price deflation, alter the buying behavior of consumers or disrupt our retail customer relationships. As a result of changing consumer preferences for products and channels, we may need to increase or reallocate spending on existing and new distribution channels and technologies, marketing, advertising and new product innovation to protect or increase revenues, market share and brand significance. These expenditures may not be successful, including those related to our e-commerce and other technology-focused efforts, and might not result in trade and consumer acceptance of our efforts. If we are unable to effectively and timely adapt to changes in consumer preferences and channel shifts, our products may lose market share or we may face significant price erosion, and our business, consolidated financial condition, results of operations or liquidity could be materially and adversely affected.
Consumer Concern Regarding Food Safety, Quality and Health. The food industry is subject to consumer concerns regarding the safety and quality of certain food products. If consumers in our principal markets lose confidence in the safety and quality of our food products, even as a result of a product liability claim or a product recall by a food industry competitor, our business could be adversely affected.
Fluctuations in Currency Exchange Rates. Our foreign sales are primarily to
customers in
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To confront these challenges, we continue to take steps to build the value of our brands, to improve our existing portfolio of products with new product and marketing initiatives, to reduce costs through improved productivity, to address consumer concerns about food safety, quality and health and to favorably manage currency fluctuations.
Update Regarding Impact and Expected Future Impact of COVID-19 on Our Company
Business Impact. Consistent with
We continue to monitor the latest guidance from the
Precautionary measures that we have taken to protect our employees, customers, suppliers and other business partners, and to maintain our ability to supply food products, include, among many others, the following:
? the establishment of a COVID-19 task force consisting of our executives and
other members of senior management;
social distancing and the required wearing of face masks at all manufacturing
? locations and the installation of plexiglass barriers at spots where line
workers must work in close proximity;
? enhanced sanitization procedures at all manufacturing and other work locations;
? screening of all employees, including temperature checks, before entering
manufacturing facilities;
? quarantining (with pay) of employees who may have been exposed to COVID-19 or
who are exhibiting any symptoms of COVID-19;
? manufacturing plant shutdowns for sanitization when necessary upon a COVID-19
positive test;
the notification of manufacturing employees of any COVID-19 positive tests at
? their manufacturing location and the quarantining (with pay) of employees who
may have had contact with the employee who tested positive;
? where available, facilitating the vaccination of employees at our manufacturing
facilities or locations nearby;
instituting a work from home policy for office workers, and reducing office
? capacity and implementing social distancing and other precautionary measures
for those workers returning to the office; and
? constant communication with our customers and supply chain partners.
We also rewarded our dedicated employees at our manufacturing facilities by
temporarily increasing compensation for our hourly employees, supervisors and
managers from
Financial Impact to Date. As previously disclosed, the pandemic has to date had
a positive impact on our operating results, and significantly improved our net
sales, net income, adjusted EBITDA and net cash provided by operating activities
in fiscal 2020. For the first quarter of 2021, significant year-over-year base
business net sales gains in January and February were offset by a year-over-year
decrease in base business net sales in March primarily due to the extraordinary
demand for our products in
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We estimate we have spent approximately
Expectations and Risk Factors in Light of the Ongoing COVID-19 Pandemic and
Input Cost Inflation.
We have also seen and expect to continue to see cost inflation for various inputs, including ingredients, packaging and transportation. We have initiated various revenue enhancing activities and cost savings initiatives to offset these costs but there can be no assurance at this point of the ultimate effectiveness of these activities and initiatives. See "-General-Fluctuations in Commodity Prices and Production and Distribution Costs" above.
Critical Accounting Policies; Use of Estimates
The preparation of financial statements in accordance with generally accepted
accounting principles in
In our 2020 Annual Report on Form 10-K, we identified the critical accounting policies which affect our more significant estimates and assumptions used in preparing our unaudited consolidated interim financial statements. There have been no material changes to these policies from those disclosed in our 2020 Annual Report on Form 10-K.
On
Under FASB Accounting Standards Codification (ASC) Topic 740, Income Taxes, we
are required to revalue any deferred tax assets or liabilities in the period of
enactment of change in tax rates. Beginning on
The
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On
The
Results of Operations
The following table sets forth the percentages of net sales represented by selected items for the first quarter of 2021 and 2020 reflected in our consolidated statements of operations. The comparisons of financial results are not necessarily indicative of future results:
Thirteen Weeks Ended
April 3, March 28,
2021 2020
Statement of Operations Data:
Net sales 100.0 % 100.0 %
Cost of goods sold 76.7 % 76.7 %
Gross profit 23.3 % 23.3 %
Operating expenses:
Selling, general and administrative expenses 10.0 % 8.9 %
Amortization expense 1.0 % 1.0 %
Operating income 12.3 % 13.4 %
Other income and expenses:
Interest expense, net 5.4 % 5.8 %
Other income (0.2) % (0.1) %
Income before income tax expense 7.1 % 7.7 %
Income tax expense 1.8 % 1.4 %
Net income 5.3 % 6.3 %
As used in this section, the terms listed below have the following meanings:
Gross Profit. Our gross profit is equal to our net sales less cost of goods sold. The primary components of our cost of goods sold are cost of internally manufactured products, purchases of finished goods from co-packers, a portion of our warehousing expenses plus freight costs to our distribution centers and to our customers.
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Selling, General and Administrative Expenses. Our selling, general and administrative expenses include costs related to selling our products, as well as all other general and administrative expenses. Some of these costs include administrative, marketing and internal sales force employee compensation and benefits costs, consumer advertising programs, brokerage costs, a portion of our warehousing expenses, information technology and communication costs, office rent, utilities, supplies, professional services, severance, acquisition/divestiture-related and non-recurring expenses and other general corporate expenses.
Amortization Expense. Amortization expense includes the amortization expense associated with customer relationships, finite-lived trademarks and other intangible assets.
Net Interest Expense. Net interest expense includes interest relating to our outstanding indebtedness, amortization of bond discount/premium and amortization of deferred debt financing costs (net of interest income).
Other Income. Other income includes income or expense resulting from the
remeasurement of monetary assets denominated in a foreign currency into
Non-GAAP Financial Measures
Certain disclosures in this report include non-GAAP financial measures. A non-GAAP financial measure is defined as a numerical measure of our financial performance that excludes or includes amounts so as to be different from the most directly comparable measure calculated and presented in accordance with GAAP in our consolidated balance sheets and related consolidated statements of operations, comprehensive income, changes in stockholders' equity and cash flows.
Base Business
A reconciliation of base business net sales to net sales for the first quarter of 2021 and 2020 follows (in thousands):
Thirteen Weeks Ended
April 3, March 28,
2021 2020
Net sales $ 505,134 $ 449,370
Net sales from acquisitions(1) (58,256) -
Base business net sales
Primarily reflects
the first quarter of 2020. The Crisco acquisition closed on December 1, 2020 .
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EBITDA, Adjusted EBITDA and Adjusted EBITDA Before COVID-19 Expenses. EBITDA, adjusted EBITDA and adjusted EBITDA before COVID-19 expenses are non-GAAP financial measures used by management to measure operating performance. We define EBITDA as net income before net interest expense, income taxes, depreciation and amortization and loss on extinguishment of debt. We define adjusted EBITDA as EBITDA adjusted for cash and non-cash acquisition/divestiture-related expenses, gains and losses (which may include third party fees and expenses, integration, restructuring and consolidation expenses, amortization of acquired inventory fair value step-up, and gains and losses on the sale of assets); and non-recurring expenses, gains and losses, including severance and other expenses relating to the separation of our former chief executive officer in fiscal 2020 and a workforce reduction in fiscal 2019. We define adjusted EBITDA before COVID-19 expenses as adjusted EBITDA adjusted for COVID-19 expenses. Management believes that it is useful to eliminate these items because it allows management to focus on what it deems to be a more reliable indicator of ongoing operating performance and our ability to generate cash flow from operations. We use EBITDA, adjusted EBITDA and adjusted EBITDA before COVID-19 expenses in our business operations to, among other things, evaluate our operating performance, develop budgets and measure our performance against those budgets, determine employee bonuses and evaluate our cash flows in terms of cash needs. We also present EBITDA, adjusted EBITDA and adjusted EBITDA before COVID-19 expenses because we believe they are useful indicators of our historical debt capacity and ability to service debt and because covenants in our credit agreement and our senior notes indentures contain ratios based on these measures. As a result, reports used by internal management during monthly operating reviews feature the EBITDA, adjusted EBITDA and adjusted EBITDA before COVID-19 expenses metrics. However, management uses these metrics in conjunction with traditional GAAP operating performance and liquidity measures as part of its overall assessment of company performance and liquidity, and therefore does not place undue reliance on these measures as its only measures of operating performance and liquidity.
EBITDA, adjusted EBITDA and adjusted EBITDA before COVID-19 expenses are not recognized terms under GAAP and do not purport to be alternatives to operating income, net income or any other GAAP measure as an indicator of operating performance. EBITDA, adjusted EBITDA and adjusted EBITDA before COVID-19 expenses are not complete net cash flow measures because EBITDA, adjusted EBITDA and adjusted EBITDA before COVID-19 expenses are measures of liquidity that do not include reductions for cash payments for an entity's obligation to service its debt, fund its working capital, capital expenditures and acquisitions and pay its income taxes and dividends. Rather, EBITDA, adjusted EBITDA and adjusted EBITDA before COVID-19 expenses are two potential indicators of an entity's ability to fund these cash requirements. EBITDA, adjusted EBITDA and adjusted EBITDA before COVID-19 expenses are not complete measures of an entity's profitability because they do not include certain costs and expenses and gains and losses described above. Because not all companies use identical calculations, this presentation of EBITDA, adjusted EBITDA and adjusted EBITDA before COVID-19 expenses may not be comparable to other similarly titled measures of other companies. However, EBITDA, adjusted EBITDA and adjusted EBITDA before COVID-19 expenses can still be useful in evaluating our performance against our peer companies because management believes these measures provide users with valuable insight into key components of GAAP amounts.
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A reconciliation of EBITDA, adjusted EBITDA and adjusted EBITDA before COVID-19 expenses to net income and to net cash provided by operating activities for the first quarter of 2021 and 2020 along with the components of EBITDA, adjusted EBITDA and adjusted EBITDA before COVID-19 expenses follows (in thousands):
Thirteen Weeks Ended
April 3, March 28,
2021 2020
Net income $ 26,878 $ 28,092
Income tax expense 9,223 6,542
Interest expense, net 26,969 26,039
Depreciation and amortization 20,291 15,534
EBITDA 83,361 76,207
Acquisition/divestiture-related and non-recurring
expenses(1) 4,510 4,483
Amortization of acquisition-related inventory
step-up(2) 5,054 -
Adjusted EBITDA 92,925 80,690
COVID-19 expenses(3) 2,891 150
Adjusted EBITDA before COVID-19 expenses 95,816 80,840
Income tax expense (9,223) (6,542)
Interest expense, net (26,969) (26,039)
Acquisition/divestiture-related and non-recurring
expenses(1) (4,510) (4,483)
Amortization of acquisition-related inventory
step-up(2) (5,054) -
Net (gain)/loss on sales and disposals of property, plant and equipment
(26) 2
Deferred income taxes 6,188 14,397
Amortization of deferred debt financing costs and bond discount/premium
1,141 898
Share-based compensation expense 723 423
Changes in assets and liabilities, net of effects of business combinations
(29,175) (1,768)
Net cash provided by operating activities $ 26,020 $ 57,578
Acquisition/divestiture-related and non-recurring expenses for the first
quarter of 2021 of $4.5 million primarily includes acquisition and
integration expenses for the Crisco and Clabber Girl acquisitions, and
certain cost savings initiatives. Acquisition/divestiture-related and
(1) non-recurring expenses for the first quarter of 2020 of
primarily includes acquisition and integration expenses for the Clabber Girl
and Farmwise acquisitions, and severance and other expenses primarily
relating to a workforce reduction in fiscal 2019 and certain cost savings
initiatives.
For the first quarter of 2021, amortization of acquisition-related inventory
(2) step-up of
adjustments made to inventory acquired in the Crisco acquisition.
COVID-19 expenses of $2.9 million and $0.2 million for the first quarter of
2021 and the first quarter of 2020, respectively, primarily include temporaryenhanced compensation for our manufacturing employees; compensation we (3) continue to pay manufacturing employees while in quarantine (which is
incremental to the compensation we pay to the manufacturing employees who
produce our products while others are in quarantine); and expenses relating
to other precautionary health and safety measures.
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Adjusted Net Income and Adjusted Diluted Earnings Per Share. Adjusted net income and adjusted diluted earnings per share are non-GAAP financial measures used by management to measure operating performance. We define adjusted net income and adjusted diluted earnings per share as net income and diluted earnings per share adjusted for certain items that affect comparability. These non-GAAP financial measures reflect adjustments to net income and diluted earnings per share to eliminate the items identified in the reconciliation below. This information is provided in order to allow investors to make meaningful comparisons of our operating performance between periods and to view our business from the same perspective as our management. Because we cannot predict the timing and amount of these items, management does not consider these items when evaluating our company's performance or when making decisions regarding allocation of resources.
A reconciliation of adjusted net income and adjusted diluted earnings per share
to net income for the first quarter of 2021 and 2020 along with the components
of adjusted net income and adjusted diluted earnings per share follows (in
thousands):
Thirteen Weeks Ended
April 3, March 28,
2021 2020
Net income $ 26,878 $ 28,092
Acquisition/divestiture-related and non-recurring
expenses, net of tax(1) 3,405 3,385
Tax benefit(2) - (2,258)
Amortization of acquisition-related inventory step-up, net of tax(3)
3,816 -
Adjusted net income $ 34,099 $ 29,219
Adjusted diluted earnings per share $ 0.52 $ 0.46 Acquisition/divestiture-related and non-recurring expenses for the first
quarter of 2021 primarily includes acquisition and integration expenses for
the Crisco and Clabber Girl acquisitions, and certain cost savings (1) initiatives. Acquisition/divestiture-related and non-recurring expenses for
the first quarter of 2020 primarily includes acquisition and integration
expenses for the Clabber Girl and Farmwise acquisitions, and severance and
other expenses primarily relating to a workforce reduction in fiscal 2019 and
certain cost savings initiatives.
(2) The first quarter of 2020 includes a
the
For the first quarter of 2021, amortization of acquisition-related inventory
(3) step-up of
the purchase accounting adjustments made to inventory acquired in the Crisco
acquisition.
First quarter of 2021 compared to the first quarter of 2020
Base business net sales for the first quarter of 2021 decreased
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Despite continued strong demand for Green Giant products during the first
quarter of 2021, sales of Green Giant products in the aggregate (including Le
Sueur) decreased
See Note 17, "
Base Business
Net Sales Increase (Decrease)
Dollars
(in millions) Percentage
Brand:
Spices & Seasonings(1) $ 24.6 47.5 %
Dash 3.7 25.4 %
Maple Grove Farms of Vermont 2.3 12.1 %
Ortega 0.2 0.4 %
Green Giant - shelf-stable(2) (16.4) (32.6) %
Green Giant - frozen (9.5) (8.8) %
Clabber Girl (1.3) (6.8) %
Cream of Wheat (0.7) (4.0) %
All other brands (5.4) (4.0) %
Base business net sales decrease $ (2.5) (0.6) %
Includes net sales for multiple brands acquired as part of the spices &
(1) seasonings acquisition that we completed on
include net sales for Dash and our other legacy spices & seasonings brands.
(2) Includes net sales of the Le Sueur brand.
Gross Profit. Gross profit was
Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased
Amortization Expense. Amortization expense increased
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Operating Income. As a result of the foregoing, operating income increased
Net Interest Expense. Net interest expense increased
Other Income. Other income for the first quarter of 2021 and 2020 includes
income resulting from the remeasurement of monetary assets denominated in a
foreign currency into
Income Tax Expense. Income tax expense increased
Liquidity and Capital Resources
Our primary liquidity requirements include debt service, capital expenditures and working capital needs. See also, "Dividend Policy" and "Commitments and Contractual Obligations" below. We fund our liquidity requirements, as well as our dividend payments and financing for acquisitions, primarily through cash generated from operations and external sources of financing, including our revolving credit facility.
Cash Flows
Net Cash Provided by Operating Activities. Net cash provided by operating
activities decreased
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Cash Income Tax Payments. We believe that we will realize a benefit to our cash
taxes payable from amortization of our trademarks, goodwill and other intangible
assets for the taxable years 2021 through 2036. In fiscal 2020, our cash taxes
were positively impacted by the
Dividend Policy
Our dividend policy reflects a basic judgment that our stockholders are better
served when we distribute a substantial portion of our cash available to pay
dividends to them instead of retaining it in our business. Under this policy, a
substantial portion of the cash generated by our company in excess of operating
needs, interest and principal payments on indebtedness, capital expenditures
sufficient to maintain our properties and other assets is distributed as regular
quarterly cash dividends to the holders of our common stock and not retained by
us. We have paid dividends every quarter since our initial public offering in
For the first quarter of 2021 and 2020, we had net cash provided by operating
activities of
Our dividend policy is based upon our current assessment of our business and the environment in which we operate, and that assessment could change based on competitive or other developments (which could, for example, increase our need for capital expenditures or working capital), new acquisition opportunities or other factors. Our board of directors is free to depart from or change our dividend policy at any time and could do so, for example, if it was to determine that we have insufficient cash to take advantage of growth opportunities.
Acquisitions
Our liquidity and capital resources have been significantly impacted by acquisitions and may be impacted in the foreseeable future by additional acquisitions. As discussed elsewhere in this report, as part of our growth strategy we plan to expand our brand portfolio with disciplined acquisitions of complementary brands. We have historically financed acquisitions by incurring additional indebtedness, issuing equity and/or using cash flows from operating activities. Our interest expense has over time increased as a result of additional indebtedness we have incurred in connection with acquisitions and will increase with any additional indebtedness we may incur to finance future acquisitions. Although we may subsequently issue equity and use the proceeds to repay all or a portion of the additional indebtedness incurred to finance an acquisition and reduce our interest expense, the additional shares of common stock would increase the amount of cash flows from operating activities necessary to fund dividend payments.
We financed the Crisco acquisition, completed in
Debt
See Note 6, "Long-Term Debt," to our unaudited consolidated interim financial statements in Part I, Item 1 of this report for a description of our senior secured credit agreement, including our revolving credit facility and tranche B term loans; our 5.25% senior notes due 2025; and our 5.25% senior notes due 2027. See also "-Acquisitions" above regarding the long-term debt incurred in connection with the Crisco acquisition.
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Stock Repurchase Program
On
Under the authorization, we may purchase shares of common stock from time to
time in the open market or in privately negotiated transactions in compliance
with the applicable rules and regulations of the
We did not repurchase any shares of our common stock during the first quarter of
2021 or the first quarter of 2020. As of
Future Capital Needs
On
Our ability to generate sufficient cash to fund our operations depends generally on our results of operations and the availability of financing. Our management believes that our cash and cash equivalents on hand, cash flow from operating activities and available borrowing capacity under our revolving credit facility will be sufficient for the foreseeable future to fund operations, meet debt service requirements, fund capital expenditures, make future acquisitions, if any, and pay our anticipated quarterly dividends on our common stock.
We expect to make capital expenditures of approximately
Seasonality
Sales of a number of our products tend to be seasonal and may be influenced by holidays, changes in seasons or certain other annual events. In general, our sales are higher during the first and fourth quarters.
We purchase most of the produce used to make our frozen and shelf-stable vegetables, shelf-stable pickles, relishes, peppers, tomatoes and other related specialty items during the months of June through October, and we generally purchase the majority of our maple syrup requirements during the months of April through August. Consequently, our liquidity needs are greatest during these periods.
Inflation
See "-General-Fluctuations in Commodity Prices and Production and Distribution Costs" above.
Contingencies
See Note 12, "Commitments and Contingencies," to our unaudited consolidated interim financial statements in Part I, Item 1 of this report.
Recent Accounting Pronouncements
See Note 2, "Summary of Significant Accounting Policies - Accounting Standards Adopted in Fiscal 2020 or Fiscal 2021" and "-Recently Issued Accounting Standards - Pending Adoption," to our unaudited consolidated interim financial statements in Part I, Item 1 of this report.
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Off-balance Sheet Arrangements
As of
Commitments and Contractual Obligations
Our contractual obligations and commitments principally include obligations associated with our outstanding indebtedness, future purchase obligations, future operating lease obligations and future pension obligations. During the first quarter of 2021, there were no material changes outside the ordinary course of business in the specified contractual obligations set forth in the Commitments and Contractual Obligations table in our 2020 Annual Report on Form 10-K, except as described in Note 6, "Long-Term Debt" and Note 10, "Pension Benefits" to our unaudited consolidated interim financial statements in Part I, Item 1 of this report.
Supplemental Financial Information about
As further discussed in Note 6, "Long-Term Debt," to our unaudited consolidated interim financial statements in Part I, Item 1 of this report, our obligations under the 5.25% senior notes due 2025 and the 5.25% senior notes due 2027 are jointly and severally and fully and unconditionally guaranteed on a senior basis by all of our existing and certain future domestic subsidiaries, which we refer to in this section as the guarantor subsidiaries. Our foreign subsidiaries are not guarantors, and any future foreign or partially owned domestic subsidiaries will not be guarantors, of the 5.25% senior notes due 2025 or the 5.25% senior notes due 2027. In this section, we refer to these foreign subsidiaries and future foreign or partially owned domestic subsidiaries as the non-guarantor subsidiaries. See Note 6, "Long-Term Debt" to our unaudited consolidated interim financial statements in Part I, Item 1 of this report.
The senior notes and the subsidiary guarantees are our and the guarantor subsidiaries' general unsecured obligations and are effectively junior in right of payment to all of our and the guarantor subsidiaries' secured indebtedness and to all existing and future indebtedness and other liabilities of our non-guarantor subsidiaries; are pari passu in right of payment to all of our and the guarantor subsidiaries' existing and future unsecured senior debt; and are senior in right of payment to all of our and the guarantor subsidiaries' future subordinated debt.
Each guarantee contains a provision intended to limit the guarantor subsidiary's liability to the maximum amount that it could incur without causing the incurrence of obligations under its guarantee to be a fraudulent transfer. However, we cannot assure you that this provision will be effective to protect the subsidiary guarantees from being voided under fraudulent transfer laws.
A guarantor subsidiary's guarantee will be automatically released: (1) in
connection with any sale or other disposition of all or substantially all of the
assets of that guarantor subsidiary (including by way of merger or
consolidation) to a person or entity that is not (either before or after giving
effect to such transaction)
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The following tables present summarized unaudited financial information on a
combined basis for
April 3 ,January 2, 2021 2021
Current assets(1)
Current assets includes amounts due from non-guarantor subsidiaries of
respectively.
Current liabilities includes amounts due to non-guarantor subsidiaries of
(2)
respectively.
Thirteen Weeks Ended
April 3,
2021
Net sales $ 478,734
Gross profit 118,019
Operating income 57,406
Income before income tax expense 31,528
Net income $ 23,592
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