What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2021-10-26 compared with 2020-10-28 · 50 added, 47 removed, 114 unchanged (46% of the section changed)

3 unchanged sentences

Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of August 28, 2021, the Company’s disclosure controls and procedures were effective.

As discussed above, on November 7, 2019, we completed the Acquisition of Quest.

As such, the scope of our assessment of the effectiveness of our disclosure controls and procedures did not include the internal control over financial reporting of Quest and its affiliated entities.

These exclusions are consistent with the SEC Staff’s guidance that an assessment of a recently acquired business may be omitted from the scope of our assessment of the effectiveness of disclosure controls and procedures that are also part of internal control over financial reporting in the 12 months following the acquisition.

Quest and its affiliated entities accounted for 47.8% of our total assets and 35.1% of our net sales as of and for the fifty-two week period ended August 29, 2020 .

Management’s Report on Internal Control over Financial Reporting

10 unchanged sentences

Changes in Internal Control over Financial Reporting

As a result of the Acquisition of Quest, we have commenced a project to evaluate the processes and procedures of Quest’s internal control over financial reporting and incorporate Quest’s internal control over financial reporting into our internal control over financial reporting framework.

In addition, as a result of the Acquisition of Quest, we have implemented new processes and controls over accounting for an acquisition, including determining the fair value of the assets acquired, liabilities assumed and adjustments to the fair value of contingent consideration.

As of August 29, 2020, our management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control - Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.

Based on our assessments and those criteria, on October 28, 2020 we filed the Company’s Annual Report on Form 10-K for the fiscal year ended August 29, 2020 with the SEC (the “Original Filing”), at which time management determined that the Company maintained effective internal control over financial reporting as of August 29, 2020.

Subsequent to the Original Filing on October 28, 2020, management identified a material weakness in the Company's internal control over financial reporting related to the accounting for and classification of the Private Warrants.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis.

On April 12, 2021, the staff of the SEC issued a staff statement (the “Staff Statement”) on the accounting and reporting considerations for warrants issued by special purpose acquisition companies, including the Private Warrants.

Management identified this material weakness as a result of evaluating the SEC Statement.

The material weakness was due to the lack of an effectively designed control over the evaluation of the underlying clauses of the warrant agreement as it relates to the Private Warrants, and an insufficient understanding of the warrant agreement and accounting literature to reach a correct conclusion.

As a result, we concluded that our internal control over financial reporting was not effective as of August 29, 2020.

The Company remediated this material weakness during the fourth quarter of fiscal year 2021.

Measures taken to remediate the material weakness included acquiring enhanced access to accounting literature, increasing communication among our personnel regarding the application of complex accounting transactions, hiring additional technical resources, and enhancing reviews of technical analyses to ensure the proper application of GAAP.

Except as disclosed above, there were no changes in our internal control over financial reporting during the quarter ended August 28, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

5 unchanged sentences

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the fifty-two weeks ended August 28, 2021, of the Company and our report dated October 26, 2021, expressed an unqualified opinion on those financial statements.

As described in “Management’s Report on Internal Control over Financial Reporting,” management excluded from its assessment the internal control over financial reporting at Quest Nutrition LLC and its affiliated entities, which was acquired on November 7, 2019, and whose financial statements constitute 47.8% of total assets and 35.1 % of net sales of the consolidated financial statement amounts as of and for the fifty-two weeks ended August 29, 2020.

Accordingly, our audit did not include the internal control over financial reporting at Quest Nutrition LLC and its affiliates.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying “Management’s Report on Internal Control over Financial Reporting.” Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

15 unchanged sentences

Other Information.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.

Directors, Executive Officers and Corporate Governance.

8 unchanged sentences

Incorporated herein by reference to our definitive proxy statement for our 2022 Annual Meeting of Stockholders to be filed no later than 120 days after the end of the fiscal year ended August 28, 2021.

Exhibits, Financial Statement Schedules

Exhibit and Financial Statement Schedules.

The audited consolidated financial statements of The Simply Good Foods Company and its subsidiaries, as required to be filed, are included under Item 8 of this Annual Report on Form 10-K.

Other schedules have been omitted as they are not applicable or the required information is set forth in the consolidated financial statements or notes thereto.

Agreement and Plan of Merger, dated April 10, 2017, by and among Conyers Park Acquisition Corp., The Simply Good Foods Company, Conyers Park Parent Merger Sub, Inc., Conyers Park Merger Sub 1, Inc., Conyers Park Merger Sub 2, Inc., Conyers Park Merger Sub 3, Inc., Conyers Park Merger Sub 4, Inc., NCP-ATK HOLDINGS, INC., Atkins Holdings LLC, solely in its capacity as the Majority Stockholder and, solely in its capacity as the Stockholders’ Representative, Roark Capital Acquisition LLC (incorporated by reference to Exhibit 2.1 to Registration Statement on Form S-4, filed on April 11, 2017).

Stock and Unit Purchase Agreement, dated as of August 21, 2019, by and among Voyage Holdings, LLC, VMG Quest Blocker, Inc., VMG Voyage Holdings, LLC, VMG Tax-Exempt II, L.P., The Michael K.

2.1(a) Agreement and Plan of Merger, dated April 10, 2017, by and among Conyers Park Acquisition Corp., The Simply Good Foods Company, Conyers Park Parent Merger Sub, Inc., Conyers Park Merger Sub 1, Inc., Conyers Park Merger Sub 2, Inc., Conyers Park Merger Sub 3, Inc., Conyers Park Merger Sub 4, Inc., NCP-ATK HOLDINGS, INC., Atkins Holdings LLC, solely in its capacity as the Majority Stockholder and, solely in its capacity as the Stockholders’ Representative, Roark Capital Acquisition LLC (incorporated by reference to Exhibit 2.1 to Registration Statement on Form S-4, filed on April 11, 2017).

2.2(a) Stock and Unit Purchase Agreement, dated as of August 21, 2019, by and among Voyage Holdings, LLC, VMG Quest Blocker, Inc., VMG Voyage Holdings, LLC, VMG Tax-Exempt II, L.P., The Michael K.

Osborn and Kaplana P.

11 unchanged sentences

4.3 Form of Warrant (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed on July 13, 2017).

Description of Securities.

4.4 Description of Securities (incorporated by reference to Exhibit 4.4 to our Annual Report on Form 10-K filed on October 28, 2020).

10.1 Investor Rights Agreement, dated July 7, 2017, between The Simply Good Foods Company and Conyers Park Sponsor LLC (incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K filed on July 13, 2017).

28 unchanged sentences

001-38115) filed on November 7, 2019).

2017 Omnibus Incentive Plan, as amended from time to time Policy Regarding Treatment of Awards in the Event of an Awardee’s Retirement.

Subsidiaries of The Simply Good Foods Company.

10.18† 2017 Omnibus Incentive Plan, as amended from time to time Policy Regarding Treatment of Awards in the Event of an Awardee’s Retirement (incorporated by reference to Exhibit 10.18 to our Annual Report on Form 10-K filed on October 28, 2020).

10.19† Second Amendment to the Amended and Restated Employment Agreement, dated as of August 13, 2021 by and between The Simply Good Foods Company and Joseph Scalzo.

(Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on August 13, 2021.

21.1 Subsidiaries of The Simply Good Foods Compan y.

23.1 Consent of Deloitte & Touche LLP.

Consent of Ernst & Young LLP.

31.1 Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002.

1 unchanged sentence

32.1 Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes Oxley Act.

XBRL Instance Document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

101.INS XBRL Instance Document

101.SCH XBRL Taxonomy Extension Schema Document

101.CAL XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF XBRL Taxonomy Extension Definition Linkbase Document

101.LAB XBRL Taxonomy Extension Label Linkbase Document

101.PRE XBRL Taxonomy Extension Presentation Linkbase Document

104 Cover Page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101).

1 unchanged sentence

† Indicates a management contract or compensatory plan.

Certain schedules and exhibits to this agreement have been omitted in accordance with Item 601(b)(2) of Regulation S-K.

(a) Certain schedules and exhibits to this agreement have been omitted in accordance with Item 601(b)(2) of Regulation S-K.

A copy of any omitted schedule and/or exhibit will be furnished to the Securities and Exchange Commission upon request.

3 unchanged sentences

/s/ Joseph E.

October 28, 2020

October 26, 2021 Name:

President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature Title Date

/s/ Joseph E.

President, Chief Executive Officer and Director

October 28, 2020

(Principal Executive Officer)

Chief Financial Officer

October 28, 2020

(Principal Financial Officer)

Scalzo President, Chief Executive Officer and Director October 26, 2021

Scalzo (Principal Executive Officer)

Cunfer Chief Financial Officer October 26, 2021

Cunfer (Principal Financial Officer)

/s/ Timothy A.

Vice President, Controller and Chief Accounting Officer

October 28, 2020

(Principal Accounting Officer)

Chairman of the Board of Directors

October 28, 2020

Matthews Vice President, Controller and Chief Accounting Officer October 26, 2021

Matthews (Principal Accounting Officer)

Kilts Chairman of the Board of Directors October 26, 2021

/s/ Clayton C.

October 28, 2020

/s/ Robert G.

October 28, 2020

Director October 26, 2021

Ghez Director October 26, 2021

/s/ Michelle P.

October 28, 2020

/s/ Arvin Kash

October 28, 2020

Goolsby Director October 26, 2021

Healey Director October 26, 2021

/s/ Robert G.

Montgomery Director October 26, 2021

Ratzan Director October 26, 2021

Ritterbush Director October 26, 2021

/s/ Joseph J.

Schena Director October 26, 2021

West Director October 26, 2021

White Director October 26, 2021

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures