Simply Good Foods Co 10-Q

Item 1. Financial Statements (Unaudited) The Simply Good Foods Company and Subsidiaries Condensed Consolidated Balance Sheets (Unaudited, dollars in thousands, except share and per share data) November 27, 2021 August 28, 2021 Assets Current assets: Cash $ 35,447 $ 75,345 Accounts receivable, net 125,195 111,456 Inventories 112,433 97,269 Prepaid expenses 4,893 4,902 Other current assets 9,669 9,694 Total current assets 287,637 298,666 Long-term assets: Property and equipment, net 17,416 16,584 Intangible assets, net 1,135,068 1,139,041 Goodwill 543,134 543,134 Other long-term assets 60,081 54,792 Total assets $ 2,043,336 $ 2,052,217 Liabilities and stockholders’ equity Current liabilities: Accounts payable $ 44,811 $ 59,713 Accrued interest — 60 Accrued expenses and other current liabilities 35,665 53,606 Current maturities of long-term debt 289 285 Total current liabilities 80,765 113,664 Long-term liabilities: Long-term debt, less current maturities 427,017 451,269 Deferred income taxes 100,499 93,755 Warrant liability 177,152 159,835 Other long-term liabilities 48,296 44,890 Total liabilities 833,729 863,413 See commitments and contingencies (Note 9) Stockholders’ equity: Preferred stock, $0.01 par value, 100,000,000 shares authorized, none issued — — Common stock, $0.01 par value, 600,000,000 shares authorized, 96,130,441 and 95,882,908 shares issued at November 27, 2021 and August 28, 2021, respectively 961 959 Treasury stock, 98,234 shares at cost at November 27, 2021 and August 28, 2021 ( 2,145 ) ( 2,145 ) Additional paid-in-capital 1,084,690 1,085,001 Retained earnings 126,959 105,807 Accumulated other comprehensive loss ( 858 ) ( 818 ) Total stockholders’ equity 1,209,607 1,188,804 Total liabilities and stockholders’ equity $ 2,043,336 $ 2,052,217 See accompanying notes to the unaudited condensed consolidated financial statements. 3 Table of Contents The Simply Good Foods Company and Subsidiaries Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited, dollars in thousands, except share and per share data) Thirteen Weeks Ended November 27, 2021 November 28, 2020 Net sales $ 281,265 $ 231,152 Cost of goods sold 164,710 137,111 Gross profit 116,555 94,041 Operating expenses: Selling and marketing 30,527 25,195 General and administrative 23,702 25,415 Depreciation and amortization 4,320 4,244 Total operating expenses 58,549 54,854 Income from operations 58,006 39,187 Other income (expense): Interest income 1 3 Interest expense ( 6,371 ) ( 8,372 ) (Loss) gain in fair value change of warrant liability ( 17,317 ) 20,453 (Loss) gain on foreign currency transactions ( 353 ) 9 Other income 9 47 Total other (expense) income ( 24,031 ) 12,140 Income before income taxes 33,975 51,327 Income tax expense 12,823 8,374 Net income $ 21,152 $ 42,953 Other comprehensive income: Foreign currency translation adjustments $ (40) $ (45) Comprehensive income $ 21,112 $ 42,908 Earnings per share from net income: Basic $ 0.22 $ 0.45 Diluted $ 0.22 $ 0.23 Weighted average shares outstanding: Basic 95,856,845 95,538,111 Diluted 97,861,573 99,763,119 See accompanying notes to the unaudited condensed consolidated financial statements. 4 Table of Contents The Simply Good Foods Company and Subsidiaries Condensed Consolidated Statements of Cash Flows (Unaudited, dollars in thousands) Thirteen Weeks Ended November 27, 2021 November 28, 2020 Operating activities Net income $ 21,152 $ 42,953 Adjustments to reconcile net income to net cash (used in) provided by operating activities: Depreciation and amortization 4,741 4,513 Amortization of deferred financing costs and debt discount 821 1,077 Stock compensation expense 2,605 1,110 Loss (gain) in fair value change of warrant liability 17,317 ( 20,453 ) Estimated credit losses 15 — Unrealized loss on foreign currency transactions 353 9 Deferred income taxes 6,687 4,400 Amortization of operating lease right-of-use asset 1,643 1,182 Loss on operating lease right-of-use asset impairment — 354 Gain on lease termination ( 30 ) — Other ( 27 ) 402 Changes in operating assets and liabilities: Accounts receivable, net ( 13,993 ) ( 8,604 ) Inventories ( 15,331 ) ( 18,138 ) Prepaid expenses — ( 558 ) Other current assets ( 98 ) 2,874 Accounts payable ( 14,220 ) 8,216 Accrued interest ( 60 ) ( 240 ) Accrued expenses and other current liabilities ( 17,902 ) ( 5,127 ) Other assets and liabilities ( 1,002 ) 1,227 Net cash (used in) provided by operating activities ( 7,329 ) 15,197 Investing activities Purchases of property and equipment ( 2,691 ) ( 93 ) Issuance of note receivable ( 1,500 ) — Proceeds from sale of business — 5,800 Investments in intangible and other assets ( 186 ) ( 114 ) Net cash (used in) provided by investing activities ( 4,377 ) 5,593 Financing activities Proceeds from option exercises 274 157 Tax payments related to issuance of restricted stock units and performance stock units ( 3,188 ) ( 201 ) Payments on finance lease obligations ( 78 ) ( 78 ) Principal payments of long-term debt ( 25,000 ) ( 25,000 ) Net cash used in financing activities ( 27,992 ) ( 25,122 ) Cash and cash equivalents Net decrease in cash ( 39,698 ) ( 4,332 ) Effect of exchange rate on cash ( 200 ) ( 39 ) Cash at beginning of period 75,345 95,847 Cash and cash equivalents at end of period $ 35,447 $ 91,476 5 Table of Contents Thirteen Weeks Ended November 27, 2021 November 28, 2020 Supplemental disclosures of cash flow information Cash paid for interest $ 5,731 $ 7,535 Cash paid for taxes $ 8,775 $ 282 Non-cash investing and financing transactions Non-cash proceeds from sale of business $ — $ 3,000 Operating lease right-of-use assets exchanged for operating lease liabilities $ 5,551 $ 306 See accompanying notes to the unaudited condensed consolidated financial statements. 6 Table of Contents The Simply Good Foods Company and Subsidiaries Condensed Consolidated Statements of Stockholders’ Equity (Unaudited, dollars in thousands, except share data) Common Stock Treasury Stock Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Loss Total Shares Amount Shares Amount Balance at August 28, 2021 95,882,908 $ 959 98,234 $ ( 2,145 ) $ 1,085,001 $ 105,807 $ ( 818 ) $ 1,188,804 Net income — — — — — 21,152 — 21,152 Stock-based compensation — — — — 2,605 — — 2,605 Foreign currency translation adjustments — — — — — — ( 40 ) ( 40 ) Shares issued upon vesting of restricted stock units and performance stock units 227,729 2 — — ( 3,190 ) — — ( 3,188 ) Exercise of options to purchase common stock 19,804 — — — 274 — — 274 Balance at November 27, 2021 96,130,441 $ 961 98,234 $ ( 2,145 ) $ 1,084,690 $ 126,959 $ ( 858 ) $ 1,209,607 Common Stock Treasury Stock Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Loss Total Shares Amount Shares Amount Balance at August 29, 2020 95,751,845 $ 958 98,234 $ ( 2,145 ) $ 1,076,472 $ 64,927 $ ( 879 ) $ 1,139,333 Net income — — — — — 42,953 — 42,953 Stock-based compensation — — — — 1,110 — — 1,110 Foreign currency translation adjustments — — — — — — ( 45 ) ( 45 ) Shares issued upon vesting of restricted stock units 53,908 — — — ( 201 ) — — ( 201 ) Exercise of options to purchase common stock 13,118 — — — 157 — — 157 Balance at November 28, 2020 95,818,871 $ 958 98,234 $ ( 2,145 ) $ 1,077,538 $ 107,880 $ ( 924 ) $ 1,183,307 See accompanying notes to the unaudited condensed consolidated financial statements. 7 Table of Contents Notes to Unaudited Condensed Consolidated Financial Statements (Unaudited, dollars in thousands, except for share and per share data) 1. Nature of Operations and Principles of Consolidation Description of Business The Simply Good Foods Company (“Simply Good Foods” or the “Company”) is a consumer packaged food and beverage company that aims to lead the nutritious snacking movement with trusted brands that offer a variety of convenient, innovative, great-tasting, better-for-you snacks and meal replacements. The product portfolio the Company develops, markets and sells consists primarily of protein bars, ready-to-drink (“RTD”) shakes, sweet and salty snacks and confectionery products marketed under the Atkins®, Atkins Endulge®, and Quest® brand names. Simply Good Foods is poised to expand its wellness platform through innovation and organic growth along with acquisition opportunities in the nutritional snacking space. The Company’s nutritious snacking platform consists of brands that specialize in providing products for consumers that follow certain nutritional philosophies and health-and-wellness trends: Atkins® for those following a low-carb lifestyle and Quest® for consumers seeking a variety of protein-rich foods and beverages that also limit sugars and simple carbs. The Company distributes its products in major retail channels, primarily in North America, including grocery, club, and mass merchandise, as well as through e-commerce, convenience, specialty, and other channels. The Company’s portfolio of nutritious snacking brands gives it a strong platform with which to introduce new products, expand distribution, and attract new consumers to its products. The common stock of Simply Good Foods is listed on the Nasdaq Capital Market under the symbol “SMPL.” Unaudited Interim Condensed Consolidated Financial Statements The unaudited interim condensed consolidated financial statements include the accounts of Simply Good Foods and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated. Unless the context otherwise requires, “we,” “us,” “our” and the “Company” refer to Simply Good Foods and its subsidiaries. The Company maintains its accounting records on a 52/53-week fiscal year, ending on the last Saturday in August of each year. The interim condensed consolidated financial statements and related notes of the Company and its subsidiaries are unaudited. The unaudited interim condensed consolidated financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) and the rules and regulations of the Securities and Exchange Commission (the “SEC”). The unaudited interim condensed consolidated financial statements reflect all adjustments and disclosures which are, in the Company’s opinion, necessary for a fair presentation of the results of operations, financial position and cash flows for the indicated periods. All such adjustments were of a normal and recurring nature unless otherwise disclosed. The year-end balance sheet data was derived from the audited financial statements and, in accordance with the instructions to Form 10-Q, certain information and footnote disclosures required by GAAP have been condensed or omitted. The results reported in these unaudited interim condensed consolidated financial statements are not necessarily indicative of the results that may be reported for the entire fiscal year and should be read in conjunction with the Company’s consolidated financial statements for the fiscal year ended August 28, 2021, included in the Company’s Annual Report on Form 10-K (“Annual Report”) filed with the SEC on October 26, 2021. The Company remains uncertain of the ultimate effect COVID-19 could have on its business notwithstanding the distribution of several U.S. government approved vaccines, the availability of booster inoculations and the easing of movement restrictions relative to the onset of COVID-19. This uncertainty stems from the potential for, among other things, (i) the rise of COVID-19 mutations that have resulted in increased rates of reported cases for which currently approved vaccines are or may not be as effective, (ii) unexpected supply chain disruptions, including disruptions resulting from labor shortages or other human capital challenges, (iii) changes to customer operations, (iv) a reversal in recently improving consumer purchasing and consumption behavior, and (v) the closure of or reduced access to customer establishments. 2. Summary of Significant Accounting Policies Refer to Note 2, Summary of Significant Accounting Policies , to the consolidated financial statements included in the Annual Report for a description of significant accounting policies. 8 Table of Contents Recently Issued and Adopted Accounting Pronouncements Recently Issued Accounting Pronouncements Not Yet Adopted In March 2020, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2020-04, Reference Rate Reform (Topic 848), Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional guidance for a limited period of time to ease the potential burden in accounting for reference rate reform on financial reporting. The amendments in this ASU are effective for all entities and can be applied to contract modifications due to rate reform and eligible existing and new hedging relationships entered into between March 12, 2020 and December 31, 2022. The amendments of this ASU should be applied on a prospective basis. The Company will continue to monitor the effects of rate reform, if any, on any new or amended contracts through December 31, 2022. The Company does not anticipate the amendments in this ASU will be material to its consolidated financial statements. Recently Adopted Accounting Pronouncements In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which amends existing guidance related to the accounting for income taxes. This ASU was intended to simplify the accounting for income taxes by removing certain exceptions to the general principles of accounting for income taxes and to improve the consistent application of GAAP for other areas of accounting for income taxes by clarifying and amending existing guidance. The Company adopted this ASU as of the first day of fiscal year 2022. The adoption of this ASU did not have a material effect on the consolidated financial statements. In October 2020, the FASB issued ASU 2020-10, Codification Improvements, which provided updates for technical corrections, clarifications to guidance, simplifications to wording or structure of guidance, and other minor improvements across various areas of accounting within GAAP. The Company adopted this ASU as of the first day of fiscal year 2022 on a prospective basis. The adoption of this ASU did not have a material effect on the consolidated financial statements. No other new accounting pronouncement issued or effective during the fiscal year had or is expected to have a material effect on the Company’s consolidated financial statements. 3. Revenue Recognition Revenue from transactions with external customers for each of the Company’s products would be impracticable to disclose and management does not view its business by product line. The following is a summary of revenue disaggregated by geographic area and core brands: Thirteen Weeks Ended (In thousands) November 27, 2021 November 28, 2020 North America (1) Atkins $ 133,794 $ 122,761 Quest (2) 138,294 95,769 Total North America 272,088 218,530 International 9,177 12,622 Total net sales $ 281,265 $ 231,152 (1) The North America geographic area consists of net sales substantially related to the United States and there is no individual foreign country to which more than 10% of the Company’s net sales are attributed or that is otherwise deemed individually material. (2) Quest net sales are primarily in North America. Charges related to credit loss on accounts receivables from transactions with external customers were immaterial for the thirteen weeks ended November 27, 2021 and approximately $ 0.1 million for the thirteen weeks ended November 28, 2020. As of November 27, 2021 and August 28, 2021, the allowances for doubtful accounts related to these accounts receivable were $ 1.2 million and $ 1.1 million, respectively. 9 Table of Contents 4. Goodwill and Intangibles As of November 27, 2021 and August 28, 2021, Goodwill in the Condensed Consolidated Balance Sheets was $ 543.1 million. There were no impairment charges related to goodwill during the thirteen weeks ended November 27, 2021 or since the inception of the Company. Intangible assets, net in the Condensed Consolidated Balance Sheets consists of the following: November 27, 2021 (In thousands) Useful life Gross carrying amount Accumulated amortization Net carrying amount Intangible assets with indefinite life: Brands and trademarks Indefinite life $ 974,000 $ — $ 974,000 Intangible assets with finite lives: Customer relationships 15 years 174,000 33,003 140,997 Licensing agreements 13 years 22,000 7,144 14,856 Proprietary recipes and formulas 7 years 7,000 4,381 2,619 Software and website development costs 3 - 5 years 5,863 3,267 2,596 $ 1,182,863 $ 47,795 $ 1,135,068 August 28, 2021 (In thousands) Useful life Gross carrying amount Accumulated amortization Net carrying amount Intangible assets with indefinite life: Brands and trademarks Indefinite life $ 974,000 $ — $ 974,000 Intangible assets with finite lives: Customer relationships 15 years 174,000 30,103 143,897 Licensing agreements 13 years 22,000 6,664 15,336 Proprietary recipes and formulas 7 years 7,000 4,131 2,869 Software and website development costs 3 - 5 years 5,560 2,924 2,636 Intangible assets in progress 3 - 5 years 303 — 303 $ 1,182,863 $ 43,822 $ 1,139,041 Changes in Intangible assets, net during the thirteen weeks ended November 27, 2021 were primarily related to recurring amortization expense. Amortization expense related to intangible assets was $ 4.0 million and $ 3.9 million for the thirteen weeks ended November 27, 2021 and November 28, 2020, respectively. There were no impairment charges related to intangible assets during the thirteen weeks ended November 27, 2021 and November 28, 2020. Estimated future amortization for each of the next five fiscal years and thereafter is as follows: (In thousands) Amortization Remainder of 2022 $ 11,867 2023 15,602 2024 14,917 2025 13,517 2026 13,517 2027 and thereafter 91,648 Total $ 161,068 5. Long-Term Debt and Line of Credit On July 7, 2017, the Company entered into a credit agreement with Barclays Bank PLC and other parties (as amended to date, the “Credit Agreement”). The Credit Agreement at that time provided for (i) a term facility of $ 200.0 million (“Term Facility”) with a seven - 10 Table of Contents year maturity and (ii) a revolving credit facility of up to $ 75.0 million (the “Revolving Credit Facility”) with a five -year maturity. Substantially concurrent with the consummation of the business combination between Conyers Park Acquisition Corp. and NCP-ATK Holdings, Inc. on July 7, 2017, the full $ 200.0 million of the Term Facility (the “Term Loan”) was drawn. The interest rate per annum is based on either (i) a base rate equaling the higher of (a) the “prime rate,” (b) the federal funds effective rate plus 0.50 %, or (c) the Euro-currency rate applicable for an interest period of one month plus 1.00 % plus (x) 3.00 % margin for the Term Loan or (y) 2.00 % margin for the Revolving Credit Facility, or (ii) London Interbank Offered Rate (“LIBOR”) adjusted for statutory reserve requirements plus (x) 4.00 % margin for the Term Loan subject to a floor of 1.00 % or (y) 3.00 % margin for the Revolving Credit Facility. The Simply Good Foods Company is not a borrower under the Credit Agreement and has not provided a guarantee of the Credit Agreement. Simply Good Foods USA, Inc., is the administrative borrower and certain other subsidiary holding companies are co-borrowers under the Credit Agreement. Each of the Company’s domestic subsidiaries that is not a named borrower under the Credit Agreement has provided a guarantee on a secured basis. As security for the payment or performance of the debt under the Credit Agreement, the borrowers and the guarantors have pledged certain equity interests in their respective subsidiaries and granted the lenders a security interest in substantially all of their domestic assets. All guarantors other than Quest Nutrition, LLC are holding companies with no assets other than their investments in their respective subsidiaries. On March 16, 2018 (the “Amendment Date”), the Company entered into an amendment (the “Repricing Amendment”) to the Credit Agreement. As a result of the Repricing Amendment, the interest rate on the Term Loan was reduced and, as of the Amendment Date, such loans had an interest rate equal to, at the Company’s option, either LIBOR plus an applicable margin of 3.50 %, or a base rate plus an applicable margin of 2.50 %. The Repricing Amendment did not change the interest rate on the Revolving Credit Facility. The Revolving Credit Facility continued to bear interest based upon the Company’s consolidated net leverage ratio as of the last financial statements delivered to the administrative agent. No additional debt was incurred or any proceeds received by the Company in connection with the Repricing Amendment. The incremental fees paid to the administrative agent are reflected as additional debt discount and are amortized over the terms of the long-term financing agreements using the effective-interest method. On November 7, 2019, the Company entered into a second amendment (the “Incremental Facility Amendment”) to the Credit Agreement to increase the principal borrowed on the Term Facility by $ 460.0 million. The Term Facility together with the incremental borrowing make up the Initial Term Loans (as defined in the Incremental Facility Amendment) and as of the Amendment No. 2 Effective Date (as defined in the Incremental Facility Amendment), the Initial Term Loans bear interest at a rate equal to, at the Company’s option, either LIBOR plus an applicable margin of 3.75 %, or a base rate plus an applicable margin of 2.75 %. The Incremental Facility Amendment was executed to partially finance the acquisition of Quest Nutrition, LLC on November 7, 2019. No amounts under the Term Facility were repaid as a result of the execution of the Incremental Facility Amendment. Effective as of December 16, 2021, the Company entered into a third amendment (the “Extension Amendment”) to the Credit Agreement. The Extension Amendment provides for an extension of the stated maturity date of the Revolving Commitments and Revolving Loans (each as defined in the Credit Agreement) from July 7, 2022 to the earlier of (i) 91 days prior to the maturity date of the Initial Term Loans on July 7, 2024 and (ii) December 16, 2026. The Credit Agreement contains certain financial and other covenants that limit the Company’s ability to, among other things, incur and/or undertake asset sales and other dispositions, liens, indebtedness, certain acquisitions and investments, consolidations, mergers, reorganizations and other fundamental changes, payment of dividends and other distributions to equity and warrant holders, and prepayments of material subordinated debt, in each case, subject to customary exceptions materially consistent with credit facilities of such type and size. The Revolving Credit Facility has a maximum total net leverage ratio equal to or less than 6.00 :1.00 contingent on credit extensions in excess of 30 % of the total amount of commitments available under the Revolving Credit Facility. Any failure to comply with the restrictions of the credit facilities may result in an event of default. The Company was in compliance with all financial covenants as of November 27, 2021 and August 28, 2021, respectively. Long-term debt consists of the following: (In thousands) November 27, 2021 August 28, 2021 Term Facility (effective rate of 4.8% at November 27, 2021) 431,500 456,500 Finance lease liabilities (effective rate of 5.6% at November 27, 2021) 620 690 Less: Deferred financing fees 4,814 5,636 Total debt 427,306 451,554 Less: Current finance lease liabilities 289 285 Long-term debt, net of deferred financing fees $ 427,017 $ 451,269 The Company is no t required to make principal payments on the Term Facility over the twelve months following the period ended November 27, 2021. The outstanding balance of the Term Facility is due upon its maturity in July 2024. 11 Table of Contents As of November 27, 2021, the Company had letters of credit in the amount of $ 3.5 million outstanding. These letters of credit offset against the $ 75.0 million availability of the Revolving Credit Facility and exist to support three of the Company’s leased buildings and insurance programs relating to workers’ compensation. No amounts were drawn against these letters of credit at November 27, 2021. The Company utilizes market approaches to estimate the fair value of certain outstanding borrowings by discounting anticipated future cash flows derived from the contractual terms of the obligations and observable market interest and foreign exchange rates. The Company carries debt at historical cost and discloses fair value. As of November 27, 2021 and August 28, 2021, the book value of the Company’s debt approximated fair value. The estimated fair value of the Term Loan is valued based on observable inputs and classified as Level 2 in the fair value hierarchy. 6. Fair Value of Financial Instruments Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To increase the comparability of fair value measurements, a three-tier fair value hierarchy, which prioritizes the inputs used in the valuation methodologies, is used: Level 1 – Valuations based on quoted prices for identical assets and liabilities in active markets. Level 2 – Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. Level 3 – Valuations based on unobservable inputs reflecting the Company’s own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment. Level 3 Measurements The Company has outstanding liability-classified Private Warrants that allow holders to purchase 6,700,000 shares of the Company’s common stock. Such Private Warrants are held by Conyers Park Sponsor, LLC, a related party. The Company utilizes the Black-Scholes model to estimate the fair value of the Private Warrants at each reporting date. The application of the Black-Scholes model utilizes significant assumptions, including volatility. Significant judgment is required in determining the expected volatility, historically the key assumption, of the Private Warrants. In order to determine the most accurate measure of this volatility, the Company measured expected volatility based on several inputs, including considering a peer group of publicly traded companies, the Company’s implied volatility based on traded options, the implied volatility of comparable warrants, and the implied volatility of any outstanding public warrants during the periods they were outstanding. As a result of the unobservable inputs that were used to determine the expected volatility of the Private Warrants, the fair value measurement of these warrants reflects a Level 3 measurement within the fair value measurement hierarchy. There were 6,700,000 Private Warrants outstanding as of November 27, 2021 and November 28, 2020. The table below summarizes the inputs used to calculate the fair value of the warrant liability at each of the following reporting dates: November 27, 2021 November 28, 2020 Exercise Price $ 11.50 $ 11.50 Stock Price $ 37.93 $ 22.36 Dividend Yield — % — % Expected Term (in Years) 0.61 1.60 Risk-Free Interest Rate 0.15 % 0.14 % Expected Volatility 27.34 % 25.60 % Per Share Value of Warrants $ 26.44 $ 10.92 The periodic remeasurement of the warrant liability is reflected in (Loss) gain in fair value change of warrant liability within the Condensed Consolidated Statements of Operations and Comprehensive Income. The adjustments for the thirteen weeks ended November 27, 2021 and November 28, 2020 were a loss of $ 17.3 million and a gain of $ 20.5 million, respectively. The adjustments resulted in a total warrant liability at November 27, 2021 and November 28, 2020 of $ 177.2 million and $ 73.2 million, respectively. 12 7. Income Taxes The tax expense and the effective tax rate resulting from operations were as follows: Thirteen Weeks Ended (In thousands) November 27, 2021 November 28, 2020 Income before income taxes $ 33,975 $ 51,327 Income tax expense $ 12,823 $ 8,374 Effective tax rate 37.7 % 16.3 % The effective tax rate for the thirteen weeks ended November 27, 2021 was 21.4 % greater than the effective tax rate for the thirteen weeks ended November 28, 2020, which was primarily driven by the non-cash change in the fair value of the warrant liability and other permanent differences. 8. Leases The components of lease expense were as follows: Thirteen Weeks Ended (In thousands) Statements of Operations Caption November 27, 2021 November 28, 2020 Operating lease cost: Lease cost Cost of goods sold and General and administrative $ 2,255 $ 1,498 Variable lease cost (1) Cost of goods sold and General and administrative 653 398 Total operating lease cost 2,908 1,896 Finance lease cost: Amortization of right-of-use assets Cost of goods sold 68 68 Interest on lease liabilities Interest expense 9 13 Total finance lease cost 77 81 Total lease cost $ 2,985 $ 1,977 (1) Variable lease cost primarily consists of common area maintenance, such as cleaning and repairs. In conjunction with the Company’s restructuring activities as discussed in Note 13, Restructuring and Related Charges, the Company recorded an immaterial gain on lease termination related to its lease in the Netherlands in the thirteen weeks ended November 27, 2021 and a $ 0.4 million impairment charge related to its operating lease right-of-use asset for its lease in Toronto, Ontario in the thirteen weeks ended November 28, 2020. The effect of these restructuring activities has been included within General and administrative on the Condensed Consolidated Statements of Operations and Comprehensive Income. Refer to Note 13, Restructuring and Related Charges, for additional information regarding restructuring activities. 13 Table of Contents The right-of-use assets and corresponding liabilities related to both operating and finance leases are as follows: (In thousands) Balance Sheets Caption November 27, 2021 August 28, 2021 Assets Operating lease right-of-use assets Other long-term assets $ 50,116 $ 46,197 Finance lease right-of-use assets Property and equipment, net 571 640 Total lease assets $ 50,687 $ 46,837 Liabilities Current: Operating lease liabilities Accrued expenses and other current liabilities $ 4,774 $ 3,788 Finance lease liabilities Current maturities of long-term debt 289 285 Long-term: Operating lease liabilities Other long-term liabilities 48,297 44,892 Finance lease liabilities Long-term debt, less current maturities 331 405 Total lease liabilities $ 53,691 $ 49,370 Future maturities of lease liabilities as of November 27, 2021 were as follows: (In thousands) Operating Leases Finance Leases Fiscal year ending: Remainder of 2022 $ 5,490 $ 235 2023 8,349 278 2024 9,212 145 2025 8,462 — 2026 6,655 — Thereafter 26,063 — Total lease payments 64,231 658 Less: Interest ( 11,160 ) ( 38 ) Present value of lease liabilities $ 53,071 $ 620 The weighted-average remaining lease terms and weighted-average discount rates for operating and finance leases were as follows: November 27, 2021 August 28, 2021 Weighted-average remaining lease term (in years) Operating leases 7.83 8.38 Finance leases 2.20 2.44 Weighted-average discount rate Operating leases 4.8 % 4.9 % Finance leases 5.6 % 5.6 % Supplemental and other information related to leases was as follows: Thirteen Weeks Ended (In thousands) November 27, 2021 November 28, 2020 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 2,054 $ 1,811 Operating cash flows from finance leases $ 148 $ 7 Financing cash flows from finance leases $ 78 $ 78 14 Table of Contents 9. Commitments and Contingencies Litigation The Company is a party to certain litigation and claims that are considered normal to the operations of the business. From time to time, the Company has been and may again become involved in legal proceedings arising in the ordinary course of business. The Company is not presently a party to any litigation that it believes to be material, and the Company is not aware of any pending or threatened litigation against it that its management believes could have a material adverse effect on its business, operating results, financial condition or cash flows. As of November 27, 2021 and August 28, 2021, the Company had $ 0.7 million reserved for potential settlements. Other The Company has entered into endorsement contracts with certain celebrity figures and social media influencers to promote and endorse the Atkins and Quest brands and product lines. These contracts contain endorsement fees, which are expensed ratably over the life of the contract, and performance fees, that are recognized at the time of achievement. Based on the terms of the contracts in place and achievement of performance conditions as of November 27, 2021, the Company will be required to make payments of $ 2.1 million over the next year. 10. Stockholders’ Equity Warrants to Purchase Common Stock As of November 27, 2021, the Company has outstanding liability-classified Private Warrants that allow holders to purchase 6,700,000 shares of the Company’s common stock. Such Private Warrants are held by Conyers Park Sponsor, LLC, a related party. Each whole warrant entitles the holder to purchase one share of the Company’s common stock at a price of $ 11.50 per share. The warrants expire on July 7, 2022 or earlier upon redemption or liquidation, as applicable. As discussed in Note 6, Fair Value of Financial Instruments, the liability-classified warrants are remeasured on a recurring basis, primarily based on observable market data while the related theoretical private warrant volatility assumption within the Black-Scholes model represents a Level 3 measurement within the fair value measurement hierarchy. The periodic remeasurement of the warrant liability is reflected in (Loss) gain in fair value change of warrant liability within the Condensed Consolidated Statements of Operations and Comprehensive Income. Stock Repurchase Program On November 13, 2018, the Company announced that its Board of Directors had adopted a $ 50.0 million stock repurchase program. Under the stock repurchase program, the Company may repurchase shares from time to time in the open market or in privately negotiated transactions. The stock repurchase program does not obligate the Company to acquire any specific number of shares or acquire shares over any specific period of time. The stock repurchase program may be suspended or discontinued at any time by the Company and does not have an expiration date. During the thirteen weeks ended November 27, 2021 and November 28, 2020, the Company did not repurchase any shares of common stock. As of November 27, 2021, approximately $ 47.9 million remained available under the stock repurchase program. 11. Earnings Per Share Basic earnings or loss per share is based on the weighted average number of common shares issued and outstanding. In computing diluted earnings per share, basic earnings per share is adjusted for the assumed issuance of all potentially dilutive securities. In periods in which the Company has a net loss, diluted earnings per share is based on the weighted average number of common shares issued and outstanding as the effect of including common stock equivalents outstanding would be anti-dilutive. As of November 27, 2021, the Company has outstanding liability-classified Private Warrants to purchase 6,700,000 shares of the Company’s common stock. During periods when the effect is dilutive, the Company assumes share settlement of the instruments as of the beginning of the reporting period and adjusts the numerator to remove the change in fair value of the warrant liability and adjusts the denominator to include the dilutive shares, calculated using the treasury stock method. During periods when the impact is anti-dilutive, the share settlement is excluded. 15 Table of Contents The following table reconciles the numerators and denominators used in the computations of both basic and diluted earnings per share: Thirteen Weeks Ended (In thousands, except per share data) November 27, 2021 November 28, 2020 Basic earnings per share computation: Numerator: Net income available to common stockholders $ 21,152 $ 42,953 Denominator: Weighted average common shares outstanding - basic 95,856,845 95,538,111 Basic earnings per share from net income $ 0.22 $ 0.45 Diluted earnings per share computation: Numerator: Net income available for common stockholders $ 21,152 $ 42,953 Gain in fair value change of warrant liability — ( 20,453 ) Numerator for diluted earnings per share $ 21,152 $ 22,500 Denominator: Weighted average common shares outstanding - basic 95,856,845 95,538,111 Private Warrants — 3,216,252 Employee stock options 1,652,577 899,375 Non-vested shares 352,151 109,381 Weighted average common shares - diluted 97,861,573 99,763,119 Diluted earnings per share from net income $ 0.22 $ 0.23 The diluted earnings per share calculation for the thirteen weeks ended November 27, 2021 excluded 4.6 million shares, issuable upon exercise of Private Warrants, that would have been anti-dilutive. Diluted earnings per share calculations for the thirteen weeks ended November 27, 2021 and November 28, 2020 excluded 0.2 million and 0.7 million shares of common stock issuable upon exercise of stock options, respectively, that would have been anti-dilutive. An immaterial number of non-vested restricted stock units that would have been anti-dilutive were excluded from diluted earnings per share calculations for the thirteen weeks ended November 27, 2021 and November 28, 2020. 12. Omnibus Incentive Plan Stock-based compensation includes stock options, restricted stock units, performance stock unit awards and stock appreciation rights, which are awarded to employees, directors, and consultants of the Company. Stock-based compensation expense is recognized on a straight-line basis over the requisite service period of the award based on their grant date fair value. Stock-based compensation expense is included within General and administrative expense, which is the same financial statement caption where the recipient’s other compensation is reported. The Company recorded stock-based compensation expense of $ 2.6 million and $ 1.1 million in the thirteen weeks ended November 27, 2021 and November 28, 2020, respectively. 16 Table of Contents Stock Options The following table summarizes stock option activity for the thirteen weeks ended November 27, 2021: Shares underlying options Weighted average exercise price Weighted average remaining contractual life (years) Outstanding as of August 28, 2021 2,993,163 $ 16.31 Granted 138,479 40.88 Exercised ( 19,804 ) 13.83 Forfeited ( 2,300 ) 19.89 Outstanding as of November 27, 2021 3,109,538 $ 17.42 6.73 Vested and expected to vest as of November 27, 2021 3,109,538 $ 17.42 6.73 Exercisable as of November 27, 2021 2,494,944 $ 14.13 6.10 As of November 27, 2021, the Company had $ 6.5 million of total unrecognized compensation cost related to stock option plans that will be recognized over a weighted average period of 2.3 years. During the thirteen weeks ended November 27, 2021 and November 28, 2020, the Company received $ 0.3 million and $ 0.2 million in cash from stock option exercises, respectively. Restricted Stock Units The following table summarizes restricted stock unit activity for the thirteen weeks ended November 27, 2021: Units Weighted average grant-date fair value Non-vested as of August 28, 2021 496,334 $ 24.56 Granted 129,423 39.54 Vested ( 139,459 ) 22.13 Forfeited ( 10,675 ) 25.72 Non-vested as of November 27, 2021 475,623 $ 29.34 As of November 27, 2021, the Company had $ 12.1 million of total unrecognized compensation cost related to restricted stock units that will be recognized over a weighted average period of 2.0 years. Performance Stock Units During the thirteen weeks ended November 27, 2021, the Board of Directors granted performance stock units under the Company’s equity compensation plan. Performance stock units vest in a range between 0 % and 200 % based upon certain performance criteria in a three -year period. Performance stock units were valued using a Monte Carlo simulation. The following table summarizes performance stock unit activity for the thirteen weeks ended November 27, 2021: Units Weighted average grant-date fair value Non-vested as of August 28, 2021 380,097 $ 19.31 Granted 50,212 63.42 Vested ( 166,688 ) 11.93 Forfeited ( 6,350 ) 16.48 Non-vested as of November 27, 2021 257,271 $ 32.77 As of November 27, 2021, the Company had $ 5.7 million of total unrecognized compensation cost related to performance stock units that will be recognized over a weighted average period of 1.8 years. 17 Table of Contents Stock Appreciation Rights Stock appreciation rights (“SARs”) permit the holder to participate in the appreciation of the Company’s common stock price and are awarded to non-employee, consultants of the Company. The Company’s SARs settle in shares of its common stock once the applicable vesting criteria has been met. SARs cliff vest three years from the date of grant and must be exercised within ten years . The following table summarizes SARs activity for the thirteen weeks ended November 27, 2021: Shares underlying SARs Weighted average exercise price Weighted average remaining contractual life (years) Outstanding as of August 28, 2021 150,000 $ 24.20 Granted — — Exercised — — Forfeited — — Outstanding as of November 27, 2021 150,000 $ 24.20 7.93 Vested and expected to vest as of November 27, 2021 150,000 $ 24.20 7.93 Exercisable as of November 27, 2021 — $ — 0.00 As of November 27, 2021, the Company had $ 0.1 million of total unrecognized compensation cost related to its SARs that will be recognized over a weighted average period of 0.9 years. 13. Restructuring and Related Charges In May 2020, the Company announced certain restructuring activities in conjunction with the implementation of the Company’s future-state organization design, which created a fully integrated organization with its completed acquisition of Quest Nutrition, LLC on November 7, 2019. The new organization design became effective on August 31, 2020. These restructuring plans primarily include workforce reductions, changes in management structure, and the relocation of business activities from one location to another. The one-time termination benefits and employee severance costs to be incurred in relation to these restructuring activities are accounted for in accordance with ASC Topic 420, Exit or Disposal Cost Obligations, and ASC Topic 712, Compensation - Nonretirement Postemployment Benefits, respectively. The Company recognizes a liability and the related expense for these restructuring costs when the liability is incurred and can be measured. Restructuring accruals are based upon management estimates at the time and can change depending upon changes in facts and circumstances subsequent to the date the original liability was recorded. Changes to the restructuring liability during the thirteen weeks ended November 27, 2021 were as follows: (In thousands) Termination benefits and severance Other Restructuring liability Balance as of August 28, 2021 $ 851 $ — $ 851 Charges 44 28 72 Cash payments ( 748 ) ( 28 ) ( 776 ) Balance as of November 27, 2021 $ 147 $ — $ 147 In addition to the restructuring costs shown above, the Company recorded an immaterial gain on lease termination related to its lease in the Netherlands in the thirteen weeks ended November 27, 2021. As a result, the Company’s total restructuring and restructuring-related costs incurred in the thirteen weeks ended November 27, 2021 were immaterial. The Company incurred a total of $ 2.5 million in restructuring and restructuring-related costs in the thirteen weeks ended November 28, 2020. The effect of these restructuring activities has been included within General and administrative on the Condensed Consolidated Statements of Operations and Comprehensive Income. Since the restructuring activities were announced in May 2020, the Company has incurred aggregate restructuring and restructuring-related costs of $ 9.9 million. Overall, the Company expects to incur a total of approximately $ 10.1 million in restructuring and restructuring-related costs, which are to be paid through the second quarter of fiscal year 2022. 18