What changed in this filing

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Item 7. Management’s Discussion and Analysis

2022-10-21 compared with 2021-10-26 · 166 added, 187 removed, 210 unchanged (63% of the section changed)

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Our fiscal year ends the last Saturday in August.

Our fiscal years 2021 and 2020 ended August 28, 2021 and August 29, 2020, respectively, and were each fifty-two week periods.

Our fiscal year 2019 ended August 31, 2019 was a fifty-three week period.

Our fiscal years 2022, 2021, and 2020 ended August 27, 2022, August 28, 2021, and August 29, 2020 , respectively, and were each fifty-two week periods.

Our fiscal quarters are comprised of thirteen weeks each, except for fifty-three week fiscal periods for the which the fourth quarter is comprised of fourteen weeks, and end on the thirteenth Saturday of each quarter (fourteenth Saturday of the fourth quarter, when applicable).

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Unless the context requires otherwise in this Report, the terms “we,” “us,” “our,” the “Company” and “Simply Good Foods” refer to The Simply Good Foods Company and its subsidiaries.

The Simply Good Foods 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 we develop, market and sell 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.

We believe Simply Good Foods is poised to expand its wellness platform through innovation and organic growth along with acquisition opportunities in the nutritional snacking space.

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Our portfolio of nutritious snacking brands gives us a strong platform with which to introduce new products, expand distribution, and attract new consumers to our products.

In November 2019, we completed the acquisition of Quest Nutrition, LLC (“Quest”), a healthy lifestyle food company, for a cash purchase price of approximately $1.0 billion (subject to customary adjustments) (the “Quest Acquisition”).

For more information, please see “Liquidity and Capital Resources—Quest Acquisition.”

Effects of COVID-19

Our consolidated results of operations for the fiscal year ended August 28, 2021 continued to be affected by the significant changes in consumer shopping and consumption behavior patterns due to COVID-19 which had begun during our third quarter in fiscal 2020.

Our business did improve during the course of fiscal year 2021, driven by increasing consumer mobility and improving shopper traffic in brick and mortar retailers versus the prior periods that were pressured by COVID-19 movement restrictions.

We believe there is a high correlation of consumer mobility to the consumption of our products.

As shopper traffic within brick and mortar retailers improves, particularly in the mass and convenience store channels, and as consumers spend more time away from home, our business, particularly bars, performs well.

There is still uncertainty related to the sustainability of improving consumer mobility and shopping trips observed in the second half of fiscal year 2021.

While our Quest brand has outperformed its portion of the nutritious snacking segment, the performance of our Atkins brand, which is part of the weight management portion of the market, has improved at a slower rate.

However, the Atkins brand performance for the fifty-two weeks ended August 28, 2021 has improved during the course of fiscal year 2021, primarily due to increasing consumer mobility and improving shopper traffic in brick and mortar retailers.

During fiscal year 2022, we expect our business performance will continue to be correlated primarily to the level of consumer mobility, which includes the rate at which consumers return to working outside the home.

Beginning in the third quarter of 2020, we actively engaged with the various elements of our value chain, including our retail customers, contract manufacturers, and logistics and transportation providers, to meet demand for our products and to remain informed of any challenges within our value chain.

In the fourth quarter of 2020 and continuing into fiscal year 2021, consumer consumption habits became steadier, however inventory levels remain variable.

Based on information available to us as of the date of this Report, we believe

we will be able to deliver our products to meet customer orders on a timely basis, and therefore, we expect our products will continue to be available for purchase to meet consumer meal replacement and snacking needs for the foreseeable future.

We continue to monitor customer and consumer demand along with our logistics capabilities to deliver products to our retail customers on a timely and consistent basis, and intend to adapt our plans as needed to continue to drive our business and meet our obligations during the continuing and evolving COVID-19 situation.

We remain uncertain of the ultimate effect COVID-19 could have on our business notwithstanding the distribution of several U.S.

government approved vaccines and the easing of movement restrictions.

This uncertainty stems from the potential for, among other things, (i) the presence of current mutations of COVID-19 which have resulted in increased rates of reported cases for which currently approved vaccines are not as effective along with the possibility of future mutations occurring for which current approved vaccines are less 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 customer establishments.

Business Trends

Our consolidated results of operations for the fiscal year ended August 27, 2022 improved from the end of fiscal year 2021, driven in part by the increasing normalization of consumer mobility and shopper traffic patterns in brick-and-mortar retailers versus prior periods that were more severely pressured by COVID-19 mitigation strategies, including movement restrictions and closures of or reduced access to customer establishments.

We expect our business performance during fiscal year 2023 will continue to be affected by the dynamic macroeconomic inflationary environment in the United States and elsewhere, elevated levels of supply chain cost inflation, and the level of consumer mobility, which includes the rate at which consumers return to working outside the home.

Overall consumer spending, particularly in the United States, continued to recover from the effects of the COVID-19 pandemic, which resulted in well documented industry-wide supply chain disruptions across the United States and globally during fiscal year 2022.

As a result, during the fifty-two weeks ended August 27, 2022, we experienced corresponding unfavorable effects of higher raw material costs, higher freight and logistics costs, and supply chain challenges, including supply chain disruptions resulting from labor shortages and disruptions in ingredients.

We expect these cost pressures and supply chain challenges to continue into fiscal year 2023.

We have also continued to see contract manufacturer and logistics challenges, largely related to availability of labor, which we believe along with the ingredient shortages discussed above have contributed to lower retail and e-commerce sales of our products due to periodic out-of-stock situations, delayed recognition of sales and higher than historical inventory levels at times.

We could experience additional lost sale opportunities at our retail and e-commerce customers if our products are not available for purchase because of continued or expanded disruptions in our supply chain relating to an inability to obtain ingredients or packaging, labor challenges at our logistics providers or our contract manufacturers, or if our customers experience delays in stocking our products.

We have actively engaged with our retail customers, contract manufacturers, and logistics and transportation providers, to meet demand for our products and to remain informed of any challenges within our business operations.

We have also instituted price increases effective in the first and fourth quarters of fiscal year 2022.

Management believes these price increases and additional cost savings initiatives will enable us to continue to invest in projects that drive growth.

The improvement in consumer mobility and shopper traffic patterns experienced during fiscal year 2022 has been variable, and there continues to be uncertainty related to the sustainability and longevity of these trends.

The ultimate effect COVID-19, supply chain challenges, cost pressures discussed above, and the overall effects of the current high inflation environment on consumer purchasing patterns could have on our business continues to be not fully known.

Additionally, management is continuing to monitor the conflict in Ukraine, especially regarding the availability and cost of raw materials that are produced in this region and Europe in general.

Management is also monitoring for signs of any expansion of economic or supply chain disruptions or broader supply chain inflationary costs resulting either directly or indirectly from the crisis in Eastern Europe.

Factors contributing to the uncertainty described above, among other things, include (i) continued supply chain disruptions, including disruptions resulting from labor shortages and other cost pressures, (ii) changes to customer operations, (iii) a reversal in improving consumer purchasing and consumption behavior, and (iv) unforeseen business disruptions or other effects due to current global geopolitical tensions, including relating directly or indirectly to the Ukraine crisis.

Based on information available to us as of the date of this Report, we believe we will be able to deliver products at acceptable levels to fulfill customer orders on a timely basis;

therefore, we expect our products will continue to be available for purchase to meet consumer meal replacement and snacking needs for the foreseeable future.

We continue to monitor customer and consumer demand along with our supply chain and logistics capabilities and intend to adapt our plans as needed to continue to drive our business and meet our obligations

Please also see the information under Item 1A.

“Risk Factors” for additional information regarding the risks of pandemics, such as COVID-19.

“Risk Factors” for additional information regarding the risks of pandemics, such as COVID-19, higher raw material, freight, and logistics costs, and supply chain challenges.

Restructuring and Related Charges

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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.

For the fifty-two weeks ended August 28, 2021 and August 29, 2020, we incurred a total of $4.3 million and $5.5 million in restructuring and restructuring-related costs, respectively, which have been included within General and administrative on the Consolidated Statements of Operations and Comprehensive Income (Loss).

Since the restructuring activities were announced in May 2020, we have incurred aggregate restructuring and restructuring-related costs of $9.8 million.

Overall, we expect to incur a total of approximately $10.1 million in restructuring and restructuring-related costs, including the $9.8 million previously incurred, and the balance of which will be paid through the second quarter of fiscal year 2022.

As of August 28, 2021, the outstanding restructuring liability was $0.9 million.

Refer to Note 17, Restructuring and Related Charges, of our Consolidated Financial Statements included herein for additional information regarding restructuring activities.

These restructuring plans primarily included workforce reductions, changes in management structure, and the relocation of business activities from one location to another.

We substantially completed our restructuring activities during fiscal year 2022.

Since the announcement of the restructuring activities in May 2020, we incurred aggregate restructuring and restructuring-related costs of $9.9 million.

As of August 27, 2022, there was no outstanding restructuring liability.

For the fifty-two weeks ended August 27, 2022, August 28, 2021, and August 29, 2020, we incurred a total of $0.1 million, $4.3 million, and $5.5 million in restructuring and restructuring-related costs, respectively, which have been included within General and administrative on the Consolidated Statements of Income and Comprehensive Income.

Refer to Note 16, Restructuring and Related Charges, of our Consolidated Financial Statements included in this Report for additional information regarding restructuring activities.

SimplyProtein Sale

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The transaction has enabled our management to focus its full time and resources on our core Atkins® and Quest® branded businesses and other strategic initiatives.

We expect higher raw material and freight costs in fiscal year 2022.

In June 2021, management notified our customers of our plans to institute a price increase effective in September 2021, the first month of our fiscal year 2022.

Management believes the price increase and productivity initiatives will enable us to continue to invest in projects that drive growth.

We have begun to see logistics challenges, which we believe have contributed to lower retail and e-commerce sales of our products due to out-of-stock situations, delayed recognition of sales and higher than historical inventory levels.

In addition, we could experience additional lost sale opportunities at our retail and e-commerce customers if our products are not available for purchase as a result of disruptions in our supply chain relating to an inability to obtain ingredients or packaging, labor challenges at our logistics providers or our contract manufacturers, or if our customers experience delays in stocking our products.

Quest Acquisition

In November 2019, we completed the acquisition of Quest, a healthy lifestyle food company, for a cash purchase price of approximately $1.0 billion (subject to customary adjustments).

For more information, please see “Liquidity and Capital Resources—Quest Acquisition.”

Our Reportable Segment

Following the Quest Acquisition, our operations are organized into two operating segments, Atkins and Quest, which are aggregated into one reporting segment, due to similar financial, economic and operating characteristics.

The operating segments are also similar in the following areas:

(a) the nature of the products;

(b) the nature of the production processes;

(c) the methods used to distribute products to customers, (d) the type of customer for the products, and (e) the nature of the regulatory environment.

During the fifty-two weeks ended August 27, 2022, we substantially completed our efforts to fully integrate our operations and organization structure after the Quest Acquisition.

We aligned the nature of our production processes and the methods used to distribute products to customers for the Atkins® and Quest® brands.

We also designed our organizational structure to support entity-wide business functions across brands, products, customers, and geographic regions.

Additionally, our chief operating decision maker reviews operating results and forecasts at the consolidated level.

As a result, we determined our operations are organized into one, consolidated operating segment and reportable segment.

Previously, during the fifty-two weeks ended August 28, 2021 and August 29, 2020, we had two operating segments, Atkins and Quest, which were aggregated into one reporting segment due to similar financial, economic and operating characteristics.

Key Financial Definitions

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Operating expenses.

Operating expenses consist primarily of selling and marketing, general and administrative, depreciation and amortization, and business transaction costs.

Operating expenses consist primarily of selling and marketing, general and administrative, and depreciation and amortization.

The following is a brief description of the components of operating expenses:

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Depreciation and amortization costs consist of costs associated with the depreciation of fixed assets and capitalized leasehold improvements and amortization of intangible assets.

• Business transaction costs.

Business transaction costs comprise legal, due diligence, consulting and accounting firm expenses associated with the process of actively pursuing potential and completed business combinations, including the Quest Acquisition.

• Loss on impairment .

Loss on impairment consists of impairment charges related to our brand intangible asset.

Results of Operations

Sales and earnings growth improved during fiscal year 2021 as compared to fiscal year 2020 primarily as a result of increased consumer mobility in fiscal year 2021 as compared to the prior fiscal year, which experienced stricter COVID-19 movement restrictions, performance of new products and product forms released during fiscal year 2021 as well as Quest’s full-year inclusion in our results of operations in fiscal year 2021 as compared to Quest’s partial inclusion in our results of operations in the prior fiscal year due to the timing of the Quest Acquisition closing.

As consumer foot traffic within brick and mortar retailers improved during fiscal year 2021, particularly in the mass and convenience store channels, our business did well.

Strong sales growth and cost controls around general and administrative costs more than offset higher marketing and employee-related costs.

In assessing the performance of our business, we consider a number of key performance indicators used by management and typically used by our competitors, including the non-GAAP measure of Adjusted EBITDA.

Because not all companies use identical calculations, this presentation of Adjusted EBITDA may not be comparable to other similarly titled measures of other companies.

See “Reconciliation of EBITDA and Adjusted EBITDA” below for a reconciliation of Adjusted EBITDA to net income for each applicable period.

During the fifty-two weeks ended August 27, 2022, our net sales increased $163.1 million, or 16.2%, and our gross profit increased $35.8 million, or 8.7%, compared to the fifty-two weeks ended August 28, 2021.

Net sales for the fifty-two weeks ended August 27, 2022 were positively affected by the price increases effective in the first and fourth quarters of fiscal year 2022, and both the Atkins® and Quest® brands experienced sales and earnings growth driven by increased retail and e-commerce sales volume.

However, unfavorable effects of higher raw material costs, freight, and logistics costs and supply chain challenges in the fifty-two weeks ended August 27, 2022 resulted in decreased gross profit margin as compared to the fifty-two weeks ended August 28, 2021.

As previously discussed above in “Business Trends,” we expect these cost pressures and supply chain challenges to continue into fiscal year 2023.

Because not all companies use identical calculations, this presentation of EBITDA and Adjusted EBITDA may not be comparable to other similarly titled measures of other companies.

See “Reconciliation of EBITDA and Adjusted EBITDA” below for a reconciliation of EBITDA and Adjusted EBITDA to net income for each applicable period.

A discussion regarding our financial condition and results of operations for the fifty-two weeks ended August 27, 2022 compared to the fifty-two weeks ended August 28, 2021 is presented below.

A discussion regarding our financial condition and results of operations for the fifty-two weeks ended August 29, 2020 compared to the fifty-three weeks ended August 31, 2019 can be found under Item 7 of our Annual Report on Form 10-K/A for the fiscal year ended August 29, 2020, filed with the SEC on June 30, 2021.

A discussion regarding our financial condition and results of operations for the fifty-two weeks ended August 28, 2021 compared to the fifty-two weeks ended August 29, 2020 can be found under Item 7 of our Annual Report on Form 10-K for the fiscal year ended August 28, 2021, filed with the SEC on October 26, 2021.

Comparison of Results for the Fifty-Two Weeks Ended August 27, 2022 and the Fifty-Two Weeks Ended August 28, 2021

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Depreciation and amortization 17,285 1.5 % 16,982 1.7 %

Business transaction costs — — % 27,125 3.3 %

Loss on impairment — — % 3,000 0.4 %

Total operating expenses 242,802 20.8 % 236,091 23.5 %

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Interest expense (21,881) (1.9) % (31,557) (3.1) %

(Loss) gain in fair value change of warrant liability (66,197) (6.6) % 30,938 3.8 %

Loss in fair value change of warrant liability (30,062) (2.6) % (66,197) (6.6) %

Gain on legal settlement — — % 5,000 0.5 %

(Loss) gain on foreign currency transactions (5) — % 658 0.1 %

Other (expense) income (140) — % 441 0.1 %

Total other (expense) income (92,815) (9.2) % 740 0.1 %

Gain (loss) on foreign currency transactions 191 — % (5) — %

Other expense (453) — % (140) — %

Total other expense (52,190) (4.5) % (92,815) (9.2) %

Income before income taxes 150,569 12.9 % 80,860 8.0 %

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(1) Adjusted EBITDA is a non-GAAP financial metric.

See “Reconciliation of EBITDA and Adjusted EBITDA” below for a reconciliation of Adjusted EBITDA to net income for each applicable period.

See “Reconciliation of EBITDA and Adjusted EBITDA” below for a reconciliation of net income to EBITDA and Adjusted EBITDA for each applicable period.

Net sales of $1,168.7 million represented an increase of $163.1 million, or 16.2%, for the fifty-two weeks ended August 27, 2022 compared to the fifty-two weeks ended August 28, 2021.

This increase was primarily attributable to the Quest brand, which increased our North America net sales by 20.4% due to Quest’s full-year inclusion in our results of operations in fiscal year 2021 as compared to Quest’s partial inclusion in our results of operations in the prior fiscal year due to the timing of the Quest Acquisition closing as well as post-acquisition Quest brand sales volume growth.

The remaining increase in net sales was attributed to sales volume growth in our Atkins brand, which was driven by increased consumer mobility in fiscal year 2021 as compared to the prior fiscal year 2020 related to COVID-19 movement restrictions, and international sales.

The increase in net sales was partially offset by decreased sales volume of approximately 1.5% related to the SimplyProtein Sale and the restructuring-related business activities in Europe in fiscal year 2021.

The increase was primarily attributable to retail and e-commerce sales volume growth for both the Atkins® and Quest® brands, which increased our North America net sales by 18.1% in the fifty-two weeks ended August 27, 2022 compared to the fifty-two weeks ended August 28, 2021.

Additionally, we instituted price increases effective in the first and fourth quarters of fiscal year 2022.

The increase in net sales was partially offset by a 23.8% decline in our international business due to the decision to wind down our European business.

The European exit represented a 1.2% headwind to total net sales growth.

Cost of goods sold.

Cost of goods sold increased $127.3 million, or 21.4%, for the fifty-two weeks ended August 27, 2022 compared to the fifty-two weeks ended August 28, 2021.

The increase in cost of goods sold was driven by sales volume growth primarily attributable to the Quest brand as discussed above, partially offset by the effect of the $7.5 million non-cash inventory step-up related to the Quest Acquisition recorded in fiscal year 2020.

As previously discussed above in “Supply Chain,” we expect to have higher raw material and freight costs in fiscal year 2022, and as such management notified our customers in June 2021 of our plans to institute a price increase effective in September 2021, the first month of our fiscal year 2022.

Management believes the price increase and productivity initiatives will enable us to continue to invest in projects that drive growth.

The cost of goods sold increase was driven by sales volume growth for both the Atkins® and Quest® brands, as discussed above.

Additionally, our cost of goods sold for the fifty-two weeks ended August 27, 2022 was unfavorably affected by higher raw material, freight, and logistics costs and supply chain challenges.

As previously discussed above in “Business Trends,” we expect these cost pressures and supply chain challenges to continue into fiscal year 2023.

Gross profit.

Gross profit increased $85.4 million, or 26.3%, for the fifty-two weeks ended August 28, 2021 compared to the fifty-two weeks ended August 29, 2020, which was primarily driven by the sales volume growth attributable to the Quest brand as discussed above and the $7.5 million non-cash inventory step-up related to the Quest Acquisition in fiscal year 2020.

Gross profit of $409.8 million, or 40.7% of net sales, for fiscal year 2021 increased 100 basis points from gross profit of $324.3 million, or 39.7% of net sales, for fiscal year 2020.

The increase in gross profit as a percentage of net sales was primarily the result of the $7.5 million non-cash inventory step-up related to the Quest Acquisition in fiscal year 2020.

Gross profit increased $35.8 million, or 8.7%, for the fifty-two weeks ended August 27, 2022 compared to the fifty-two weeks ended August 28, 2021, which was primarily driven by the sales volume growth for both the Quest® and Atkins® brands as discussed above.

Gross profit of $445.6 million, or 38.1% of net sales, for the fifty-two weeks ended August 27, 2022 decreased 260 basis points from 40.7% of net sales for the fifty-two weeks ended August 28, 2021.

The decrease in gross profit margin was primarily the result

of the unfavorable effects of higher raw material, freight, and logistics costs and supply chain challenges in the fifty-two weeks ended August 27, 2022 as previously discussed.

The decrease in gross profit margin was partially offset by the favorable effects of the price increases which became effective in the first and fourth quarters of fiscal year 2022.

Operating expenses.

Operating expenses decreased $10.0 million, or 4.1%, for the fifty-two weeks ended August 28, 2021 compared to the fifty-two weeks ended August 29, 2020 due to the following:

Operating expenses increased $6.7 million, or 2.8%, for the fifty-two weeks ended August 27, 2022 compared to the fifty-two weeks ended August 28, 2021 due to the following:

• Selling and marketing .

Selling and marketing expenses increased $18.5 million, or 19.5%, for the fifty-two weeks ended August 28, 2021 compared to the fifty-two weeks ended August 29, 2020.

The increase was primarily related to Quest’s full-year inclusion in our results of operations in fiscal year 2021 as compared to Quest’s partial inclusion in the prior fiscal year due to the timing of the Quest Acquisition closing.

Furthermore, there was higher selling and marketing spend related to additional brand building initiatives which occurred in fiscal year 2021 as compared to fiscal year 2020.

These increases were partially offset by decreased selling and marketing expenses related to the SimplyProtein Sale and the restructuring-related business activities in Europe.

Selling and marketing expenses increased $8.8 million, or 7.8%, for the fifty-two weeks ended August 27, 2022 compared to the fifty-two weeks ended August 28, 2021, primarily related to additional brand building initiatives for both Atkins® and Quest®.

• General and administrative .

General and administrative expenses decreased $2.3 million, or 2.2%, for the fifty-two weeks ended August 27, 2022 compared to the fifty-two weeks ended August 28, 2021.

The decrease was primarily attributable to reductions in costs related to the integration of Quest of $7.8 million and restructuring charges of $1.2 million.

These decreases were offset by increased general and administrative expenses primarily related to Quest’s full-year inclusion in our results of operations in fiscal year 2021 as compared to Quest’s partial inclusion in the prior fiscal year due to the timing of the Quest Acquisition closing as well as increased stock-based compensation expense of $0.6 million.

The decrease was primarily attributable to reductions in costs related to business integration activities of $2.5 million, restructuring charges of $4.2 million, and incentive compensation in the fifty-two weeks ended August 27, 2022 compared to the fifty-two weeks ended August 28, 2021.

These decreases were partially offset by an increase in stock-based compensation of $3.4 million and increased corporate expenses in the fifty-two weeks ended August 27, 2022 compared to the fifty-two weeks ended August 28, 2021.

• Depreciation and amortization .

Depreciation and amortization expenses increased $1.7 million, or 11.3%, for the fifty-two weeks ended August 28, 2021 compared to the fifty-two weeks ended August 29, 2020.

The increase was primarily due to Quest’s full-year inclusion of amortization expense in fiscal year 2021 related to intangible assets recognized as part of the Quest Acquisition as compared to its partial inclusion in the prior fiscal year 2020.

• Business transaction costs .

There were no business transaction costs for the fifty-two weeks ended August 28, 2021.

Business transaction costs were $27.1 million for the fifty-two weeks ended August 29, 2020 and comprised expenses related to the Quest Acquisition.

• Loss on impairment .

There was no loss on impairment for the fifty-two weeks ended August 28, 2021.

Loss on impairment was $3.0 million in the fifty-two weeks ended August 29, 2020 and related to the impairment of the SimplyProtein brand intangible asset.

Depreciation and amortization expenses increased $0.3 million, or 1.8%, for the fifty-two weeks ended August 27, 2022 compared to the fifty-two weeks ended August 28, 2021, primarily due to increased depreciation expense related to the $5.2 million of purchases of property and equipment during the fifty-two weeks ended August 27, 2022.

Interest income.

Interest income decreased $1.4 million for the fifty-two weeks ended August 28, 2021 compared to the fifty-two weeks ended August 29, 2020 primarily due to $195.3 million of cash on hand being utilized for the Quest Acquisition in the first quarter of fiscal year 2020 and lower market rates.

Interest income was immaterial for the fifty-two weeks ended August 27, 2022 compared to interest income of $0.1 million for the fifty-two weeks ended August 28, 2021.

Interest expense.

Interest expense decreased $1.3 million for the fifty-two weeks ended August 28, 2021 compared to the fifty-two weeks ended August 29, 2020 primarily due to principal payments reducing the outstanding balance of the Term Facility (as defined below).

We funded the Term Facility in the amount of $460.0 million to partially finance the Quest Acquisition in the first quarter of fiscal 2020, and we made principal repayments of $50.0 million during fiscal year 2020.

In fiscal year 2021, we made additional principal payments of $150.0 million.

The decrease in interest expense was partially offset by a $1.1 million increase in amortization of deferred financing costs and debt discount, which was $4.6 million for the fifty-two weeks ended August 28, 2021 compared to $3.5 million for the fifty-two weeks ended August 29, 2020.

(Loss) gain in fair value change of warrant liability .

During the fifty-two weeks ended August 28, 2021 and the fifty-two weeks ended August 29, 2020, we recorded a non-cash loss of $66.2 million and a non-cash gain of $30.9 million, respectively, related to changes in valuation of our liability-classified warrants issued through a private placement (“Private Warrants”), which is primarily driven by movements in our stock price and volatility measurements.

Interest expense decreased $9.7 million for the fifty-two weeks ended August 27, 2022 compared to the fifty-two weeks ended August 28, 2021 primarily due to principal payments reducing the outstanding balance of the Term Facility (as defined below) to $406.5 million as of August 27, 2022 from $456.5 million as of August 28, 2021.

Additionally, interest expense related to the amortization of deferred financing costs and debt discount decreased $2.1 million for the fifty-two weeks ended August 27, 2022 compared to the fifty-two weeks ended August 28, 2021.

Loss in fair value change of warrant liability .

During the fifty-two weeks ended August 27, 2022 and August 28, 2021, we recorded a non-cash loss of $30.1 million and $66.2 million, respectively, related to changes in valuation of our liability-classified warrants issued through a private placement (“Private Warrants”), which was primarily driven by movements in our stock price.

On January 7, 2022, the Private Warrants were fully exercised on a cashless basis, resulting in a net issuance of 4,830,761 shares of our common stock.

As a result, there were no outstanding liability-classified Private Warrants as of August 27, 2022.

Gain on legal settlement.

The Company recorded a $5.0 million gain on a legal settlement during the fifty-two weeks ended August 28, 2021.

(Loss) gain on foreign currency transactions.

An immaterial loss on foreign currency transactions was recorded for the fifty-two weeks ended August 28, 2021 compared to a foreign currency gain of $0.7 million for the fifty-two weeks ended August 29, 2020.

The variance primarily relates to changes in foreign currency rates related to our international operations.

We recorded a $5.0 million gain on a legal settlement during the fifty-two weeks ended August 28, 2021.

Gain (loss) on foreign currency transactions.

Foreign currency transactions resulted in a $0.2 million gain and an immaterial loss for the fifty-two weeks ended August 27, 2022 and August 28, 2021, respectively.

During the fifty-two weeks ended August 27, 2022, we recognized a foreign currency translation gain of $1.1 million related to the liquidation of a foreign subsidiary.

The remaining variance is attributable to changes in foreign currency rates related to our international operations.

Income tax expense.

Income tax expense increased $2.0 million for the fifty-two weeks ended August 27, 2022 compared to the fifty-two weeks ended August 28, 2021.

The increase in our income tax expense is primarily driven by higher income from operations, partially offset by changes in permanent differences.

Net income (loss).

Net income was $40.9 million for the fifty-two weeks ended August 28, 2021, a decrease of $24.8 million, compared to net income of $65.6 million for the fifty-two weeks ended August 29, 2020.

The decrease in net income was primarily driven by the non-cash fair value loss in the current period compared to a fair value gain in the prior period related to the measurement of our liability-classified Private Warrants, and also the increase to our income tax expense for the fiscal year 2021 as compared to the fiscal year 2020, which was partially offset by increased income from operations as discussed above.

The increase in our income tax expense is primarily driven by higher income from operations.

Net income was $108.6 million for the fifty-two weeks ended August 27, 2022, an increase of $67.7 million, compared to net income of $40.9 million for the fifty-two weeks ended August 28, 2021.

The increase in net income was primarily related to the $29.1 million increase in income from operations driven by the Atkins® and Quest® brand sales volume growth as discussed above, the $36.1 million decrease in the non-cash loss in fair value change of our Private Warrant liability, and the $9.7 million decrease in interest expense in the fifty-two weeks ended August 27, 2022 compared to the fifty-two weeks ended August 28, 2021.

These increases were partially offset by the $2.0 million increase in income tax expense in the fifty-two weeks ended August 27, 2022 compared to the fifty-two weeks ended August 28, 2021 as well as the non-recurring $5.0 million gain on a legal settlement in the fifty-two weeks ended August 28, 2021.

Adjusted EBITDA.

Adjusted EBITDA increased $53.4 million, or 34.7%, for the fifty-two weeks ended August 28, 2021 compared to the fifty-two weeks ended August 29, 2020, driven primarily by sales volume growth for both brands and Quest’s full-year inclusion in our results of operations in fiscal year 2021 as compared to Quest’s partial inclusion in fiscal year 2020 as discussed above.

Adjusted EBITDA increased $26.8 million, or 12.9%, for the fifty-two weeks ended August 27, 2022 compared to the fifty-two weeks ended August 28, 2021, driven primarily by sales volume growth for the Atkins® and Quest® brands, which was partially offset by the unfavorable effects of higher raw material, freight, and logistics costs and supply chain challenges in the fifty-two weeks ended August 27, 2022 as discussed above.

For a reconciliation of Adjusted EBITDA to its most directly comparable GAAP measure, see “Reconciliation of EBITDA and Adjusted EBITDA” below.

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Simply Good Foods defines EBITDA as net income or loss before interest income, interest expense, income tax expense, depreciation and amortization, and Adjusted EBITDA as further adjusted to exclude the following items:

business transaction costs, stock-based compensation expense, inventory step-up, integration costs, restructuring costs, non-core legal costs, gain or loss in fair value change of warrant liability, gain or loss due to legal settlements, and other non-core expenses.

stock-based compensation expense, integration costs, restructuring costs, gain or loss in fair value change of warrant liability, gain or loss due to legal settlements, and other non-core expenses.

The Company believes that EBITDA and Adjusted EBITDA, when used in conjunction with net income, are useful to provide additional information to investors.

Management of the Company uses EBITDA and Adjusted EBITDA to supplement net income because these measures reflect operating results of the on-going operations, eliminate items that are not directly attributable to the Company’s underlying operating performance, enhance the overall understanding of past financial performance and future prospects, and allow for greater transparency with respect to the key metrics the Company’s management uses in its financial and operational decision making.

The Company also believes that Adjusted EBITDA is frequently used by securities analysts, investors and other interested parties in the evaluation of companies in its industry.

Adjusted EBITDA may not be comparable to other similarly titled captions of other companies due to differences in the non-GAAP calculation.

The following unaudited table provides a reconciliation of EBITDA and Adjusted EBITDA to its most directly comparable GAAP measure, which is net income, for the fifty-two weeks ended August 28, 2021 and the fifty-two weeks ended August 29, 2020:

The Company also believes that EBITDA and Adjusted EBITDA are frequently used by securities analysts, investors and other interested parties in the evaluation of companies in its industry.

EBITDA and Adjusted EBITDA may not be comparable to other similarly titled captions of other companies due to differences in the non-GAAP calculation.

52-Weeks Ended 52-Weeks Ended

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EBITDA 191,734 130,507

Business transaction costs — 27,125

Stock-based compensation expense 11,697 8,265

Inventory step-up — 7,522

Integration of Quest 468 2,928

Restructuring 98 4,324

Non-core legal costs — 718

Loss (gain) in fair value change of warrant liability 66,197 (30,938)

Loss in fair value change of warrant liability 30,062 66,197

Gain on legal settlement — (5,000)

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Liquidity and Capital Resources

We have historically funded our operations with cash flow from operations and, when needed, with borrowings under our credit facilities.

Our principal uses of cash have been working capital, debt service, and the Quest Acquisition.

We have historically funded our operations with cash flow from operations and, when needed, with borrowings under our Credit Agreement (as defined below).

Our principal uses of cash have been working capital, debt service, repurchases of our common stock, and acquisition opportunities.

We had $67.5 million in cash as of August 27, 2022.

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We make no assurance that we can issue and sell such securities on acceptable terms or at all.

Our material future cash requirements from contractual and other obligations relate primarily to our principal and interest payments for our Term Facility, as discussed below, and our operating and finance leases.

Our material future cash requirements from contractual and other obligations relate primarily to our principal and interest payments for our Term Facility, as defined and discussed below, and our operating and finance leases.

Refer to Note 7, Long-Term Debt and Line of Credit, and Note 10, Leases, of the Consolidated Financial Statements included in Item 8 of this Report for additional information related to the expected timing and amount of payments related to our contractual and other obligations.

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The Credit Agreement at that time provided for (i) a term facility of $200.0 million (“Term Facility”) with a seven-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, 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.

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.

On November 7, 2019, we 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).

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, we entered into a third amendment (the “Extension Amendment”) to the Credit Agreement.

The Extension Amendment provided 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.

On January 21, 2022, we entered into a repricing amendment (the “2022 Repricing Amendment”) to the Credit Agreement.

The 2022 Repricing Amendment, among other things, (i) reduced the interest rate per annum applicable to the Initial Term Loans outstanding under the Credit Agreement immediately prior to the effective date of the 2022 Repricing Amendment, (ii) reset the prepayment premium for the existing Initial Term Loans to apply to Repricing Transactions (as defined in the Credit Agreement) that occur within six months after the effective date of the 2022 Repricing Amendment, and (iii) implemented the Secured Overnight Financing Rate (“SOFR”) and related replacement provisions for the London Interbank Offered Rate (“LIBOR”).

Effective as of the 2022 Repricing Amendment dated January 21, 2022, the interest rate per annum is based on either:

A base rate equaling the higher of (a) the “prime rate,” (b) the federal funds effective rate plus 0.50%, or (c) the Adjusted Term SOFR Rate (as defined in the Credit Agreement) applicable for an interest period of one month plus 1.00% plus (x) 2.25% margin for the Term Loan or (y) 2.00% margin for the Revolving Credit Facility;

SOFR plus a credit spread adjustment equal to 0.10% for one-month SOFR, 0.15% for up to three-month SOFR and 0.25% for up to six-month SOFR, subject to a floor of 0.50%, plus (x) 3.25% margin for the Term Loan 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.

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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”), we 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 our 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 our 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 us 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, we 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 our 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 Quest Acquisition.

No amounts under the Term Facility were repaid as a result of the execution of the Incremental Facility Amendment.

The Applicable Rate per annum applicable to the loans under the Credit Agreement Amendment is, with respect to any Initial Term Loan that is an ABR Loan (as defined in the Credit Agreement), 2.75% per annum, and with respect to any Initial Term Loan that is a Eurodollar Loan, 3.75% per annum.

The incremental term loans will mature on the maturity date applicable to the Initial Term Loans, which is July 7, 2024.

The Credit Agreement contains certain financial and other covenants that limit our 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.

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As of August 27, 2022, there were no amounts drawn against the Revolving Credit Facility.

Stock Repurchase Program

On April 13, 2022, we announced that our Board of Directors had approved the addition of $50.0 million to our stock repurchase program, resulting in authorized stock repurchases of up to an aggregate of $100.0 million.

During the fifty-two weeks ended August 27, 2022, we repurchased 1,720,520 shares of common stock for $59.9 million, averaging a purchase price per share of $34.79.

We did not repurchase any shares of common stock during the fifty-two weeks ended August 28, 2021 and August 29, 2020.

As of August 27, 2022, approximately $38.0 million remained available for repurchases under our $100.0 million stock repurchase program.

Refer to Note 12, Stockholders’ Equity of the Consolidated Financial Statements included in Item 8 of this Report for additional information related to our stock repurchase program.

Warrants to Purchase Common Stock

As of August 28, 2021, we had outstanding liability-classified Private Warrants that allowed holders to purchase 6,700,000 shares of our common stock.

Such Private Warrants were held by Conyers Park Sponsor, LLC (“Conyers Park”), a related party.

Each whole warrant entitled the holder to purchase one share of our common stock at a price of $11.50 per share.

On January 7, 2022, Conyers Park elected to exercise the Private Warrants in full on a cashless basis, resulting in a net issuance of 4,830,761 shares of the Company’s common stock.

As a result, there were no outstanding liability-classified Private Warrants as of August 27, 2022.

Refer to Note 12, Stockholders’ Equity of the Consolidated Financial Statements included in Item 8 of this Report for additional details regarding the Private Warrants.

Public Equity Offering

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On August 21, 2019, our wholly-owned subsidiary Simply Good Foods USA, Inc., formerly known as Atkins Nutritionals, Inc.

(“Simply Good USA”) entered into a Stock and Unit Purchase Agreement (the “Purchase Agreement”) with VMG Voyage Holdings, LLC, VMG Tax-Exempt II, L.P., Voyage Employee Holdings, LLC, and other sellers, as defined in the Purchase Agreement, to acquire Quest, a healthy lifestyle food company.

On November 7, 2019, pursuant to the Purchase Agreement, Simply Good USA completed the Quest Acquisition, for a cash purchase price of approximately $1.0 billion, subject to customary post-closing adjustments.

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In the third fiscal quarter of 2020, we received a post-closing release from escrow of approximately $2.1 million related to net working capital adjustments, resulting in a total net consideration paid of $986.8 million.

Business transaction costs within the Consolidated Statements of Operations and Comprehensive Income (Loss) for the fifty-two weeks ended August 29, 2020 was $27.1 million, which included $14.5 million of transaction advisory fees related to the Quest Acquisition, $3.2 million of banker commitment fees, $6.1 million of non-deferrable debt issuance costs related to the incremental term loan, and $3.3 million of other costs, including legal, due diligence, and accounting fees.

Warrants to Purchase Common Stock

As a result of the Business Combination with Conyers Park Sponsor, LLC, we assumed 13,416,667 public warrants and 6,700,000 Private Warrants, exercisable for common stock of Simply Good Foods.

Refer to Note 12, Stockholders’ Equity of the Consolidated Financial Statements included in Item 8 of this Report for additional details regarding our public and Private Warrants.

As of August 28, 2021, our Private Warrants to purchase 6,700,000 shares of common stock remain outstanding, are held by Conyers Park Sponsor, LLC, a related party, and remain liability-classified.

If all Private Warrants are exercised at the $11.50 exercise price per warrant, our cash would increase by $77.1 million.

From August 26, 2018 through October 5, 2018, public warrants to purchase an aggregate of 9,866,451 shares of common stock were exercised for cash at an exercise price of $11.50 per share, resulting in aggregate gross proceeds of $113.5 million.

On October 4, 2018, we delivered a notice for the redemption (the “Redemption Notice”) of all of our public warrants that remained unexercised immediately after November 5, 2018.

Exercises of public warrants following the Redemption Notice were required to be done on a cashless basis.

Following the Redemption Notice, 3,499,639 public warrants were exercised on a cashless basis.

An aggregate of 1,333,848 shares of common stock were issued in connection with these exercises of the public warrants.

All remaining public warrants were redeemed as of November 5, 2018 for an immaterial amount.

The following table sets forth the major sources and uses of cash for the fifty-two weeks ended August 28, 2021 and the fifty-two weeks ended August 29, 2020.

A discussion regarding the major sources and uses of cash for the fifty-three weeks ended August 31, 2019 can be found under Item 7 of our Annual Report on Form 10-K/A for the fiscal year ended August 29, 2020, filed with the SEC on June 30, 2021.

Business transaction costs within the Consolidated Statements of Income and Comprehensive Income for the fifty-two weeks ended August 29, 2020 was $27.1 million, which included $14.5 million of transaction advisory fees related to the Quest Acquisition, $3.2 million of banker commitment fees, $6.1 million of non-deferrable debt issuance costs related to the incremental term loan, and $3.3 million of other costs, including legal, due diligence, and accounting fees.

The following table sets forth the major sources and uses of cash for the fifty-two weeks ended August 27, 2022 and August 28, 2021.

A discussion regarding the major sources and uses of cash for the fifty-two weeks ended August 29, 2020 can be found under Item 7 of our Annual Report on Form 10-K for the fiscal year ended August 28, 2021, filed with the SEC on October 26, 2021.

52-Weeks Ended 52-Weeks Ended

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$ (8,156) $ (2,506)

Net cash (used in) provided by financing activities $ (150,049) $ 754,652

Net cash used in financing activities $ (110,032) $ (150,049)

Operating activities.

Our net cash provided by operating activities increased $73.2 million to $132.1 million for the fifty-two weeks ended August 28, 2021 compared to $58.9 million for the fifty-two weeks ended August 29, 2020.

The increase in cash provided by operating activities was primarily attributable to higher operating income driven by (i) the Quest® brand sales volume growth, which increased our North America net sales by 20.4% due to Quest’s full-year inclusion in our results of operations in fiscal year 2021 as compared to Quest’s partial inclusion in our results of operations in the prior fiscal year due to the timing of the Quest Acquisition as well as post-acquisition Quest brand sales volume growth and (ii) significant reductions in cash outlays and changes in working capital related to the Quest Acquisition, including decreased business transaction costs of $27.1 million and decreased integration costs of $7.8 million in the fifty-two weeks ended August 28, 2021 as compared to the fifty-two weeks ended August 29, 2020.

Additionally, in the fifty-two weeks ended August 28, 2021 we received $5.0 million related to a gain on legal settlement and reduced our cash paid for interest by $2.2 million as compared to the fifty-two weeks ended August 29, 2020 due to significant principal payments made to reduce the outstanding balance of the Term Facility, as discussed in Financing Activities below.

These increases in cash provided by operating activities were partially offset by (i) increased cash paid for taxes of $27.7 million in the fifty-two weeks ended August 28, 2021 as compared to the fifty-two weeks ended August 29, 2020 and (ii) an increase in $5.7 million cash payments made for restructuring-related costs, predominately composed of termination benefits and severance payments, in the fifty-two weeks ended August 28, 2021 as compared to the fifty-two weeks ended August 29, 2020.

Our net cash provided by operating activities decreased $21.5 million to $110.6 million for the fifty-two weeks ended August 27, 2022 compared to $132.1 million for the fifty-two weeks ended August 28, 2021.

The decrease in cash provided by operating activities was primarily attributable to changes in working capital, comprised of changes in accounts receivable, net, inventories, prepaid expenses, accounts payable, and accrued expenses and other current liabilities, which are driven by the timing of payments and receipts and seasonal building of inventory.

Changes in working capital consumed cash of $63.8 million in the fifty-two weeks ended August 27, 2022 compared to $21.5 million of cash consumed in the fifty-two weeks ended August 28, 2021.

Additionally, cash paid for taxes increased $17.0 million to $49.2 million for the fifty-two weeks ended August 27, 2022 as compared to $32.2 million for the fifty-two weeks ended August 28, 2021.

These decreases in cash provided by operating activities were partially offset by the $29.1 million increase in income from operations to $202.8 million for the fifty-two weeks ended August 27, 2022 as compared to $173.7 million for the fifty-two weeks ended August 28, 2021, primarily attributable to retail and e-commerce sales volume growth for both the Atkins® and Quest® brands as discussed in “Results of Operations” above.

Additionally, cash paid for interest was $19.2 million in the fifty-two weeks ended August 27, 2022, which was a decrease of $8.6 million as compared to the $27.8 million paid for interest in the fifty-two weeks ended August 28, 2021.

Investing activities.

Our net cash used in investing activities decreased to $2.5 million for the fifty-two weeks ended August 28, 2021 compared to $984.0 million of net cash used in investing activities for the fifty-two weeks ended August 29, 2020.

Our net cash used in investing activities for the fifty-two weeks ended August 28, 2021 primarily comprised $5.9 million of purchases of property and equipment and the issuance of a $1.6 million note receivable, which was partially offset by the $5.8 million of cash proceeds received from the SimplyProtein Sale.

The $984.0 million of net cash used in investing activities for the fifty-two weeks ended August 29, 2020 primarily comprised the cash paid for the Quest Acquisition of $982.1 million, net of cash acquired.

Our net cash used in investing activities was $8.2 million for the fifty-two weeks ended August 27, 2022 compared to $2.5 million for the fifty-two weeks ended August 28, 2021.

Our net cash used in investing activities for the fifty-two weeks ended August 27, 2022 primarily comprised $5.2 million of purchases of property and equipment and the issuance of a $2.4 million note receivable.

The $2.5 million of net cash used in investing activities for the fifty-two weeks ended August 28, 2021 primarily comprised the $5.9 million purchases of property and equipment and the issuance of a $1.6 million note receivable, partially offset by the $5.8 million of cash proceeds received from the SimplyProtein Sale.

Financing activities.

Our net cash used in financing activities was $150.0 million for the fifty-two weeks ended August 28, 2021 compared to net cash provided by financing activities of $754.7 million for the fifty-two weeks ended August 29, 2020.

Net cash used in financing activities for the fifty-two weeks ended August 28, 2021 primarily consisted of $150.0 million in principal payments on the Term Facility, an increase of $100.0 million compared to the prior year.

Our net cash provided by financing activities for the fifty-two weeks ended August 29, 2020 included gross proceeds of $352.5 million from the Offering offset by issuance costs of $3.3 million, proceeds of $460.0 million from the Term Facility borrowing related to the Incremental Facility Amendment offset by issuance costs of $8.2 million, and $25.0 million of proceeds from the borrowing under the Revolving Credit Facility.

The cash provided by financing activities for the fifty-two weeks ended August 29, 2020 was offset by $50.0 million of principal payments on the Term Facility and $25.0 million of repayments of the Revolving Credit Facility.

Our net cash used in financing activities was $110.0 million for the fifty-two weeks ended August 27, 2022 compared to $150.0 million for the fifty-two weeks ended August 28, 2021.

Net cash used in financing activities for the fifty-two weeks ended August 27, 2022 primarily consisted of $50.0 million in principal payments on the Term Facility and $59.9 million in repurchases in common stock.

Net cash used in financing activities for the fifty-two weeks ended August 28, 2021 primarily consisted of $150.0 million in principal payments on the Term Facility.

Critical Accounting Policies, Judgments and Estimates

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We review these estimates regularly and makes revisions as necessary.

Uncertainties related to the estimate of variable consideration are resolved in a short time frame and do not require any additional constraint on variable consideration.

Uncertainties

related to the estimate of variable consideration are resolved in a short time frame and do not require any additional constraint on variable consideration.

Adjustments to variable consideration have historically been insignificant.

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These differences have historically been insignificant.

Business Combination

On November 7, 2019, pursuant to the Purchase Agreement, we completed the Quest Acquisition for a cash purchase price of approximately $1.0 billion, subject to customary post-closing adjustments.

The Quest Acquisition was accounted for using the acquisition method of accounting prescribed by Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”), whereby the results of operations, including the revenues and earnings of Quest, are included in the financial statements from the date of acquisition.

Additionally, assets acquired and liabilities assumed were recognized at their fair values based on widely accepted valuation

techniques in accordance with ASC Topic 820, Fair Value Measurements, as of the closing date.

Significant judgment is required to determine the fair value of certain tangible and intangible assets.

The process for estimating fair values requires the use of significant estimates, assumptions and judgments, including determining the timing and estimates of future cash flows and developing appropriate discount rates.

ASC 805 establishes a measurement period to provide companies with a reasonable amount of time to obtain the information necessary to identify and measure various items in a business combination and cannot extend beyond one year from the acquisition date.

We completed our final fair value determination of the assets acquired and liabilities assumed in the Quest Acquisition during the first quarter of fiscal 2021.

Measurement period adjustments were recognized in the reporting period in which the adjustments were determined and calculated as if the accounting had been completed at the acquisition date.

Goodwill and Other Intangible Assets

Goodwill and indefinite-lived intangible assets are not amortized, but instead are tested for impairment at least annually, or more frequently if indicators of impairment exist.

We perform our goodwill impairment assessment for each reporting unit that has goodwill, which for fiscal years 2021 and 2020 consists of both of our operating segments, Atkins and Quest.

In fiscal year 2019, we had one operating segment, Atkins.

Our brands and trademarks comprise our indefinite-lived intangibles.

Goodwill and indefinite-lived intangible assets, comprising our brands and trademarks, are not amortized, but instead are tested for impairment at least annually, or more frequently if indicators of impairment exist.

We conduct our annual impairment tests at the beginning of the fourth fiscal quarter.

We perform our goodwill impairment assessment for each reporting unit that has goodwill.

The process of evaluating goodwill and indefinite-lived intangibles for impairment is subjective and requires significant judgment at many points during the analysis.

During the fifty-two weeks ended August 27, 2022, we substantially completed our efforts to fully integrate our operations and organization structure after the Quest Acquisition.

We aligned the nature of our production processes and the methods used to distribute products to customers for the Atkins® and Quest® brands.

We also designed our organizational structure to support entity-wide business functions across brands, products, customers, and geographic regions.

Additionally, our chief operating decision maker reviews operating results and forecasts at the consolidated level.

As a result, we determined our operations are organized into one, consolidated operating segment and reporting unit.

Previously, during the fifty-two weeks ended August 28, 2021 and August 29, 2020, we had two reporting units which were our operating segments, Atkins and Quest.

We assess goodwill and indefinite-lived intangible assets using either a qualitative or quantitative approach to determine whether it is more likely than not that the fair values of the reporting units or indefinite-lived intangible assets are less than their carrying amounts.

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Impairment is indicated if the estimated fair value of the reporting unit or indefinite-lived intangible asset is less than the carrying amount, and an impairment charge is recognized for the differential.

For fiscal year 2021, we performed qualitative assessments of goodwill and indefinite-lived intangible assets.

For fiscal year 2022 and 2021, we performed qualitative assessments of goodwill and indefinite-lived intangible assets.

The qualitative assessments did not identify indicators of impairment, and it was determined that it was more likely than not each reporting unit and indefinite-lived intangible had fair values in excess of their carrying values.

Accordingly, no further impairment assessment was necessary, and no impairment charges related to goodwill or indefinite-lived intangibles were recognized in the fifty-two weeks ended August 28, 2021.

Additionally, we determined there was not a material risk for future possible impairments as of the date of the assessment.

Additionally, we determined there was not a material risk for future possible impairments as of the date of the most recent assessment.

For fiscal year 2020, we elected to bypass the qualitative assessment and proceed directly to performing the first step of the quantitative goodwill impairment assessment for each reporting unit.

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Therefore, we performed a quantitative assessment of our brand intangible asset, which indicated the fair value did not exceed the carrying value, resulting in a loss on impairment of $3.0 million in the fifty-two weeks ended August 29, 2020.

For fiscal year 2019, we elected to perform quantitative assessments of goodwill for the Atkins reporting unit and our indefinite-lived intangible assets, and the estimated fair values substantially exceeded their carrying values.

We determined neither reporting unit was impaired, therefore, no impairment charges related to goodwill or indefinite-lived intangibles were recognized in the fifty-three weeks ended August 31, 2019.

We also have intangible assets that have determinable useful lives, consisting primarily of customer relationships, proprietary recipes and formulas, licensing agreements, and software and website development costs.

Costs of these finite-lived intangible assets are amortized on a straight-line basis over their estimated useful lives.

Finite-lived intangible assets are tested for impairment when events or

circumstances indicated that the carrying amount may not be recoverable.

For the fiscal years ended August 28, 2021, August 29, 2020 and August 31, 2019, we did not identify indicators of impairment related to our finite-lived intangible assets, and as such there were no impairments recorded related to finite-lived intangible assets.

We also determined that there was no material risk for future possible intangible impairments related to our finite-lived intangible assets as of the dates of the assessments.

Finite-lived intangible assets are tested for impairment when events or circumstances indicated that the carrying amount may not be recoverable.

For the fifty-two weeks ended August 27, 2022, August 28, 2021 and August 29, 2020, we did not identify indicators of impairment related to our finite-lived intangible assets, and as such there were no impairments recorded related to finite-lived intangible assets.

We also determined that there was no material risk for future possible intangible impairments related to our finite-lived intangible assets as of the date of the most recent assessments.

We are subject to income taxes in the United States and numerous other jurisdictions.

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Warrant Liability

We account for our Private Warrants as a derivative warrant liability in accordance with ASC Topic 815-40, Derivatives and Hedging:

As of August 28, 2021, we had outstanding Private Warrants that allowed holders to purchase 6,700,000 shares of our common stock.

Such Private Warrants were held by Conyers Park, a related party.

Each whole warrant entitled the holder to purchase one share of our common stock at a price of $11.50 per share.

On January 7, 2022, Conyers Park elected to exercise the Private Warrants in full on a cashless basis, resulting in a net issuance of 4,830,761 shares of the Company’s common stock.

As a result of the cashless exercise on January 7, 2022, there were no outstanding Private Warrants as of August 27, 2022.

During the reporting periods the Private Warrants were outstanding, we accounted for our Private Warrants as a derivative warrant liability in accordance with ASC Topic 815-40, Derivatives and Hedging:

Contracts in Entity’s Own Equity.

Accordingly, we recognize the Private Warrants as a liability at fair value and adjust the Private Warrants to fair value at each reporting period through other income.

We utilize the Black-Scholes option-pricing valuation model (“Black-Scholes model”) to estimate the fair value of the Private Warrants at each reporting date.

Accordingly, we recognized the Private Warrants as a liability at fair value and adjusted the Private Warrants to fair value at each reporting period through other income.

We utilized the Black-Scholes option-pricing valuation model (“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 expected volatility, the determination of which requires significant judgment.

In order to determine the most accurate measure of this volatility, we measured expected volatility based on several inputs, including considering a peer group of publicly traded companies, Simply Good Foods’ 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.

Historically, expected volatility has been a key assumption or input to the valuation of the Private Warrants.

However, as the Private Warrants approach their expiration, changes in the expected volatility assumption have less impact on the Black-Scholes model valuation.

As of August 28, 2021, changes in the expected volatility assumption of 10% insignificantly affected the estimated fair value of the Private Warrants.

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 reflected a Level 3 measurement within the fair value measurement hierarchy.

The expected volatility was historically a key assumption or input to the valuation of the Private Warrants, however changes in the expected volatility assumption had less of an effect on the Black-Scholes model valuation as the Private Warrants approached their expiration.

New Accounting Pronouncements

Refer to Note 2, Summary of Significant Accounting Policies, of our Consolidated Financial Statements in this Report for information regarding recently issued accounting standards.

Refer to Note 2, Summary of Significant Accounting Policies, of the Consolidated Financial Statements included in Item 8 of this Report for information regarding recently issued accounting standards.

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 7. Management’s Discussion and Analysis