What changed in this filing

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Item 2. Management’s Discussion and Analysis

2023-01-05 compared with 2022-06-30 · 84 added, 196 removed, 139 unchanged (67% of the section changed)

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These statements relate to future events or our future financial or operational performance and involve known and unknown risks, uncertainties and other factors that could cause our actual results, levels of activity, performance or achievements to differ materially from those expressed or implied by these forward-looking statements.

These statements include, but are not limited to, the effect of the COVID-19 pandemic on our business, financial condition and results of operations, our expectations regarding our supply chain, including but not limited to, raw materials and logistics costs, the effect of price increases, and the unforeseen business disruptions or other effects due to current global geopolitical tensions, including relating to Ukraine.

These statements include, but are not limited to, our expectations regarding our supply chain, including but not limited to, raw materials and logistics costs, the effect of price increases, inflationary pressure on us and our contract manufacturers, and the unforeseen business disruptions or other effects due to current global geopolitical tensions, including relating to Ukraine.

We disclaim any undertaking to publicly update or revise any forward-looking statements contained herein to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based, except as required by applicable law.

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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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Business Trends

For the thirteen and thirty-nine weeks ended May 28, 2022, our business has continued to improve 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 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 2022 will continue to be affected by the dynamic macroeconomic 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 economy continues to recover from the effects of the COVID-19 pandemic, which has resulted in well documented industry-wide supply chain disruptions across the United States and globally.

As a result, during the thirteen and thirty-nine weeks ended May 28, 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 as well as disruptions in ingredients.

We expect to continue to see these cost pressures and supply chain challenges for the remainder of fiscal year 2022 and 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 above mentioned ingredients shortages 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.

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 a price increase effective in September 2021, the first month of our fiscal year 2022, and in April 2022 management announced our plans to institute an additional price increase effective late in our fiscal fourth quarter of 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 this fiscal year 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.

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.

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.

We continue to actively monitor the impact of 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.

Current or future governmental policies may increase the risk of inflation and possible economic recession, which could further increase the costs of ingredients, packaging and finished goods for our business as well as negatively effect consumer behavior and demand for our products.

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.

During the thirteen weeks ended November 26, 2022, our business performance was affected by the corresponding unfavorable effects of higher raw material costs, higher co-manufacturing costs, higher freight and logistics costs, and supply chain challenges, including supply chain disruptions resulting from labor shortages and disruptions in ingredients, and we expect these inflationary cost pressures and supply chain challenges to continue for the remainder of fiscal year 2023.

We continue to proactively engage 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.

Additionally, we 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 partially offset the unfavorable effects of the supply chain cost pressures discussed above.

The ultimate effect the supply chain challenges, cost pressures, current high inflation environment, and the possible economic recession discussed above could have on consumer purchasing patterns and on our business continue to be not fully known.

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;

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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.

Restructuring and Related Charges

In May 2020, we announced certain restructuring activities in conjunction with the implementation of our future-state organization design, which created a fully integrated organization with our completed acquisition of Quest Nutrition, LLC on November 7, 2019.

The new organization design became effective on August 31, 2020.

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 the third quarter of fiscal 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 May 28, 2022, there was no outstanding restructuring liability.

Total restructuring and restructuring-related costs incurred in the thirty-nine weeks ended May 28, 2022 were $0.1 million.

Because we substantially completed our restructuring activities during the third quarter of fiscal 2022, no such restructuring or restructuring-related costs were incurred in the thirteen weeks ended May 28, 2022.

In the thirteen and thirty-nine weeks ended May 29, 2021, we incurred a total of $0.2 million and $4.0 million in restructuring and restructuring-related costs, respectively.

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, of our Notes to Unaudited Condensed Consolidated Financial Statements in this Report for additional information regarding restructuring activities.

SimplyProtein Sale

Effective September 24, 2020, we sold the assets exclusively related to our SimplyProtein® brand of products for approximately $8.8 million of consideration, including cash of $5.8 million and a note receivable for $3.0 million, to a newly formed entity led by the Company’s former Canadian-based management team who had been responsible for this brand prior to the sale transaction (the “SimplyProtein Sale”).

In addition to purchasing these assets, the buyer assumed certain liabilities related to the SimplyProtein® brand’s business.

There was no gain or loss recognized as a result of the SimplyProtein Sale.

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.

Key Financial Definitions

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Results of Operations

During the thirteen weeks ended May 28, 2022, our net sales increased $32.5 million, or 11.5%, and our gross profit decreased $2.4 million, or 1.9%, compared to the thirteen weeks ended May 29, 2021.

Net sales for the thirteen weeks ended May 28, 2022 were positively affected by the price increase effective in September 2021, the first month of our fiscal year 2022, and both the Atkins® and Quest® brands experienced sales and earnings growth driven by increased retail and e-commerce sales volume.

Additionally, in April 2022 management announced our plans to institute a price increase effective late in our fiscal fourth quarter of 2022.

However, unfavorable effects of higher raw material costs, higher freight and logistics costs, and supply chain challenges in the thirteen weeks ended May 28, 2022 resulted in decreased gross profit and gross profit margin as compared to the thirteen weeks ended May 29, 2021.

As previously discussed above in “Business Trends,” we expect to continue to see such cost pressures and supply chain challenges for the remainder of fiscal year 2022 as compared to fiscal year 2021.

During the thirteen weeks ended November 26, 2022, our net sales increased $19.6 million, or 7.0%, and our gross profit decreased $5.6 million, or 4.8%, compared to the thirteen weeks ended November 27, 2021.

Net sales for the thirteen weeks ended November 26, 2022 were positively affected by the price increase effective in the fourth quarter of fiscal year 2022 and both the Atkins® and Quest® brands experienced sales growth driven by increased e-commerce sales volume.

However, unfavorable effects of higher raw material and co-manufacturing costs and supply chain challenges in the thirteen weeks ended November 26, 2022 resulted in decreased gross profit and gross profit margin as compared to the thirteen weeks ended November 27, 2021.

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

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 measures EBITDA and Adjusted EBITDA.

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

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.

Comparison of Unaudited Results for the Thirteen Weeks Ended May 28, 2022 and the Thirteen Weeks Ended May 29, 2021

The following unaudited table presents, for the periods indicated, selected information from our Condensed Consolidated Statements of Operations and Comprehensive Income, including information presented as a percentage of net sales:

Comparison of Unaudited Results for the Thirteen Weeks Ended November 26, 2022 and the Thirteen Weeks Ended November 27, 2021

The following unaudited table presents, for the periods indicated, selected information from our Consolidated Statements of Operations and Comprehensive Income, including information presented as a percentage of net sales:

Thirteen Weeks Ended Thirteen Weeks Ended

(In thousands) May 28, 2022 % of Net Sales May 29, 2021 % of Net Sales

(In thousands) November 26, 2022 % of Net Sales November 27, 2021 % of Net Sales

Net sales $ 300,878 100.0 % $ 281,265 100.0 %

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Loss in fair value change of warrant liability — — % (17,317) (6.2) %

Gain on legal settlement — — % 5,000 1.8 %

Gain (loss) on foreign currency transactions 108 — % (353) (0.1) %

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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 $316.5 million represented an increase of $32.5 million, or 11.5%, for the thirteen weeks ended May 28, 2022 compared to the thirteen weeks ended May 29, 2021.

The increase in net sales was attributable to our price increase effective in September 2021, the first month of our fiscal year 2022, and retail sales and e-commerce sales volume growth for both the Atkins® and Quest® brands, which increased our North America net sales by 12.9% in the thirteen weeks ended May 28, 2022 compared to the thirteen weeks ended May 29, 2021.

The increase in net sales was partially offset by a 25.1% decline in our international business due to the European exit.

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

Net sales of $300.9 million represented an increase of $19.6 million, or 7.0%, for the thirteen weeks ended November 26, 2022 compared to the thirteen weeks ended November 27, 2021.

The increase was primarily attributable to the price increase effective in the fourth quarter of fiscal year 2022 and e-commerce sales volume growth for both the Atkins® and Quest® brands, which increased our North America net sales by 7.8% in the thirteen weeks ended November 26, 2022 compared to the thirteen weeks ended November 27, 2021.

The increase in North America net sales was partially offset by a 16.5% decline in our international business and a 1.1% headwind to net sales growth related to our shift from direct sales to licensing the Quest® frozen pizza business in the third quarter of fiscal year 2022.

Cost of goods sold .

Cost of goods sold increased $34.9 million, or 21.4%, for the thirteen weeks ended May 28, 2022 compared to the thirteen weeks ended May 29, 2021.

The cost of goods sold increase was driven by higher raw material, freight, and logistics costs and supply chain challenges for the thirteen weeks ended May 28, 2022 as well as sales volume growth for both the Atkins® and Quest® brands, as discussed above.

As previously discussed above in “Business Trends,” we continue to expect to have cost pressures and supply chain challenges for the remainder of fiscal year 2022 and into fiscal year 2023.

Cost of goods sold increased $25.2 million, or 15.3%, for the thirteen weeks ended November 26, 2022 compared to the thirteen weeks ended November 27, 2021.

The cost of goods sold increase was driven by higher raw material, packaging, and co-manufacturing costs and supply chain challenges for the thirteen weeks ended November 26, 2022 as well as sales volume growth for both the Atkins® and Quest® brands, as discussed above.

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

Gross profit.

Gross profit decreased $2.4 million, or 1.9%, for the thirteen weeks ended May 28, 2022 compared to the thirteen weeks ended May 29, 2021.

Additionally, gross profit of $118.6 million, or 37.5% of net sales, for the thirteen weeks ended May 28, 2022 decreased 510 basis points from 42.6% of net sales for the thirteen weeks ended May 29, 2021.

The decreases in gross profit and gross profit margin were primarily driven by the unfavorable effects of higher raw material, freight, and logistics costs and supply chain challenges in the thirteen weeks ended May 28, 2022 as previously discussed.

These decreases were partially offset by the favorable effects of the price increase which became effective in September 2021.

Gross profit decreased $5.6 million, or 4.8%, for the thirteen weeks ended November 26, 2022 compared to the thirteen weeks ended November 27, 2021.

Additionally, gross profit of $111.0 million, or 36.9% of net sales, for the thirteen weeks ended November 26, 2022 decreased 450 basis points from 41.4% of net sales for the thirteen weeks ended November 27, 2021.

The decreases in gross profit and gross profit margin were primarily driven by the unfavorable effects of higher raw material, packaging, and co-manufacturing costs and supply chain challenges in the thirteen weeks ended November 26, 2022 as previously discussed.

These decreases were partially offset by the favorable effects of the price increase which became effective in the fourth quarter of fiscal year 2022.

Operating expenses .

Operating expenses increased $2.7 million, or 4.4%, for the thirteen weeks ended May 28, 2022 compared to the thirteen weeks ended May 29, 2021 due to the following:

Operating expenses remained approximately flat at $58.5 million for the thirteen weeks ended November 26, 2022 and November 27, 2021 due to the following:

• Selling and marketing.

Selling and marketing expenses increased $1.5 million, or 4.9%, for the thirteen weeks ended May 28, 2022 compared to the thirteen weeks ended May 29, 2021, primarily related to additional brand building initiatives for both Atkins® and Quest®.

Selling and marketing expenses decreased $2.0 million, or 6.5%, for the thirteen weeks ended November 26, 2022 compared to the thirteen weeks ended November 27, 2021, primarily related to the timing of marketing spend, which was partially offset by increased production costs related to television commercials.

• General and administrative.

General and administrative expenses increased $1.1 million, or 4.1%, for the thirteen weeks ended May 28, 2022 compared to the thirteen weeks ended May 29, 2021.

The increase in general and administrative expenses was primarily attributable to an $0.8 million increase in stock-based compensation and increased corporate expenses, which was partially offset by reductions in costs related to business integration activities of $0.1 million and restructuring charges of $0.2 million in the thirteen weeks ended May 28, 2022 compared to the thirteen weeks ended May 29, 2021.

General and administrative expenses increased $1.9 million, or 8.2%, for the thirteen weeks ended November 26, 2022 compared to the thirteen weeks ended November 27, 2021.

The increase in general and administrative expenses was primarily attributable to a $0.7 million increase in stock-based compensation and increased corporate and employee related expenses.

These increases were partially offset by the discontinuation of costs related to business integration activities and restructuring charges in the thirteen weeks ended November 26, 2022 compared to costs totaling $0.1 million in the thirteen weeks ended November 27, 2021.

• Depreciation and amortization.

Depreciation and amortization expenses remained approximately flat at $4.3 million for the thirteen weeks ended May 28, 2022 and $4.2 million for the May 29, 2021.

Depreciation and amortization expenses were $4.3 million for the thirteen weeks ended November 26, 2022 and November 27, 2021.

Interest expense .

Interest expense decreased $3.1 million for the thirteen weeks ended May 28, 2022 compared to the thirteen weeks ended May 29, 2021, primarily due to principal payments reducing the outstanding balance of the Term Facility (as defined below) to $406.5 million as of May 28, 2022 from $506.5 million as of May 29, 2021.

Additionally, interest expense related to the amortization of deferred financing costs and debt discount decreased $0.6 million for the thirteen weeks ended May 28, 2022 compared to the thirteen weeks ended May 29, 2021.

Interest expense increased $0.7 million for the thirteen weeks ended November 26, 2022 compared to the thirteen weeks ended November 27, 2021, primarily due to the increase in interest rates on our Term Facility (as defined below) to 7.7% as of November 26, 2022 from 4.8% as of November 27, 2021.

The increase was partially offset by the effect of principal payments reducing the outstanding balance of the Term Facility to $400.0 million as of November 26, 2022 from $431.5 million as of November 27, 2021.

Additionally, interest expense related to the amortization of deferred financing costs and debt discount decreased $0.3 million for the thirteen weeks ended November 26, 2022 compared to the thirteen weeks ended November 27, 2021.

Loss in fair value change of warrant liability.

During thirteen weeks ended May 29, 2021, we recorded a non-cash loss of $35.8 million 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.

During thirteen weeks ended November 27, 2021, we recorded a non-cash loss of $17.3 million 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 exercised on a cashless basis, resulting in a net issuance of 4,830,761 shares of common stock.

As a result, there were no outstanding liability-classified Private Warrants during the thirteen weeks ended May 28, 2022.

Gain on legal settlement .

We recorded a $5.0 million gain on a legal settlement during the thirteen weeks ended May 29, 2021.

As a result, there were no outstanding liability-classified Private Warrants during the thirteen weeks ended November 26, 2022.

Gain (loss) on foreign currency transactions.

Foreign currency transactions resulted in a gain of $0.1 million and a loss of $0.3 million for the thirteen weeks ended May 28, 2022 and May 29, 2021, respectively.

Foreign currency transactions resulted in a gain of $0.1 million and a loss of $0.4 million for the thirteen weeks ended November 26, 2022 and November 27, 2021, respectively.

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

Income tax expense.

Income tax expense decreased $3.8 million for the thirteen weeks ended May 28, 2022 compared to the thirteen weeks ended May 29, 2021.

Income tax expense decreased $3.1 million for the thirteen weeks ended November 26, 2022 compared to the thirteen weeks ended November 27, 2021.

The decrease in our income tax expense was primarily driven by lower income from operations and changes in permanent differences .

Net income was $38.8 million for the thirteen weeks ended May 28, 2022, an increase of $32.9 million compared to net income of $5.9 million for the thirteen weeks ended May 29, 2021.

The increase was primarily driven by the $35.8 million non-cash fair value loss incurred in the thirteen weeks ended May 29, 2021 related to the measurement of our liability-classified Private Warrants.

The increase in net income was partially offset by the decreased income from operations driven by the unfavorable effects of higher raw material, freight, and logistics costs and supply chain challenges in the thirteen weeks ended May 28, 2022 as well as the non-recurring $5.0 million gain on a legal settlement in the thirteen weeks ended May 29, 2021.

Adjusted EBITDA.

Adjusted EBITDA decreased $4.2 million, or 6.2% for the thirteen weeks ended May 28, 2022 compared to the thirteen weeks ended May 29, 2021, driven primarily by the decrease in income from operations as a result of the unfavorable effects of higher raw material, freight, and logistics costs and supply chain challenges in the thirteen weeks ended May 28, 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.

Comparison of Unaudited Results for the Thirty-Nine Weeks Ended May 28, 2022 and the Thirty-Nine Weeks Ended May 29, 2021

Thirty-Nine Weeks Ended Thirty-Nine Weeks Ended

(In thousands) May 28, 2022 % of Net Sales May 29, 2021 % of Net Sales

Net sales $ 894,514 100.0 % $ 745,760 100.0 %

Cost of goods sold 550,788 61.6 % 440,451 59.1 %

Gross profit 343,726 38.4 % 305,309 40.9 %

Operating expenses:

Selling and marketing 94,816 10.6 % 82,171 11.0 %

General and administrative 76,711 8.6 % 77,645 10.4 %

Depreciation and amortization 12,966 1.4 % 12,643 1.7 %

Total operating expenses 184,493 20.6 % 172,459 23.1 %

Income from operations 159,233 17.8 % 132,850 17.8 %

Other income (expense):

Interest income 1 — % 4 — %

Interest expense (16,528) (1.8) % (24,352) (3.3) %

Loss in fair value change of warrant liability (30,062) (3.4) % (60,714) (8.1) %

Gain on legal settlement — — % 5,000 0.7 %

Gain on foreign currency transactions 503 0.1 % 712 0.1 %

Other income 26 — % 229 — %

Total other expense (46,060) (5.1) % (79,121) (10.6) %

Income before income taxes 113,173 12.7 % 53,729 7.2 %

Income tax expense 34,726 3.9 % 31,095 4.2 %

Net income $ 78,447 8.8 % $ 22,634 3.0 %

Other financial data:

Adjusted EBITDA (1)

$ 183,086 20.5 % $ 158,800 21.3 %

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

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 $894.5 million represented an increase of $148.8 million, or 19.9%, for the thirty-nine weeks ended May 28, 2022 compared to the thirty-nine weeks ended May 29, 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 22.2% in the thirty-nine weeks ended May 28, 2022 compared to the thirty-nine weeks ended May 29, 2021.

Additionally, we instituted a price increase effective in September 2021, the first month of our fiscal year 2022.

The increase in net sales was partially offset by a 25.9% decline in our international business due to the European exit.

The European exit represented a 1.4% headwind to total net sales growth.

Cost of goods sold .

Cost of goods sold increased $110.3 million, or 25.1%, for the thirty-nine weeks ended May 28, 2022 compared to the thirty-nine weeks ended May 29, 2021.

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 thirty-nine weeks ended May 28, 2022 was unfavorably affected by higher raw material, freight, and logistics costs and supply chain challenges.

As previously discussed above in “Business Trends,” we continue to expect to have cost pressures and supply chain challenges for the remainder of fiscal year 2022 and into fiscal year 2023.

Gross profit.

Gross profit increased $38.4 million, or 12.6%, for the thirty-nine weeks ended May 28, 2022 compared to the thirty-nine weeks ended May 29, 2021, which was primarily driven by the sales volume growth for both the Quest® and Atkins® brands as discussed above.

Gross profit of $343.7 million, or 38.4% of net sales, for the thirty-nine weeks ended May 28, 2022 decreased 250 basis points from 40.9% of net sales for the thirty-nine weeks ended May 29, 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 thirty-nine weeks ended May 28, 2022 as previously discussed.

The decrease in gross profit margin was partially offset by the favorable effects of the price increase which became effective in September 2021.

Operating expenses .

Operating expenses increased $12.0 million, or 7.0%, for the thirty-nine weeks ended May 28, 2022 compared to the thirty-nine weeks ended May 29, 2021 due to the following:

• Selling and marketing.

Selling and marketing expenses increased $12.6 million, or 15.4%, for the thirty-nine weeks ended May 28, 2022 compared to the thirty-nine weeks ended May 29, 2021, primarily related to additional brand building initiatives for both Atkins® and Quest®.

• General and administrative.

General and administrative expenses decreased $0.9 million, or 1.2%, for the thirty-nine weeks ended May 28, 2022 compared to the thirty-nine weeks ended May 29, 2021.

The decrease was primarily attributable to reductions in costs related to business integration activities of $2.0 million and restructuring charges of $3.9 million in the thirty-nine weeks ended May 28, 2022 compared to the thirty-nine weeks ended May 29, 2021.

These decreases were partially offset by an increase in stock-based compensation of $2.9 million, increased corporate expenses, and increased research and development spending in the thirty-nine weeks ended May 28, 2022 compared to the thirty-nine weeks ended May 29, 2021.

• Depreciation and amortization.

Depreciation and amortization expenses increased $0.3 million, or 2.6%, for the thirty-nine weeks ended May 28, 2022 compared to the thirty-nine weeks ended May 29, 2021, primarily due to increased depreciation expense related to the $4.7 million of purchases of property and equipment during the thirty-nine weeks ended May 28, 2022.

Interest expense .

Interest expense decreased $7.8 million for the thirty-nine weeks ended May 28, 2022 compared to the thirty-nine weeks ended May 29, 2021, primarily due to principal payments reducing the outstanding balance of the Term Facility to $406.5 million as of May 28, 2022 from $506.5 million as of May 29, 2021.

Additionally, interest expense related to the amortization of deferred financing costs and debt discount decreased $1.4 million for the thirty-nine weeks ended May 28, 2022 compared to the thirty-nine weeks ended May 29, 2021.

Loss in fair value change of warrant liability .

During the thirty-nine weeks ended May 28, 2022 and May 29, 2021, we recorded a non-cash loss of $30.1 million and $60.7 million, respectively, related to changes in valuation of our Private Warrants, which was primarily driven by movements in our stock price.

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

As a result, there were no outstanding liability-classified Private Warrants as of May 28, 2022.

Gain on legal settlement .

We recorded a $5.0 million gain on a legal settlement during the thirty-nine weeks ended May 29, 2021.

Gain on foreign currency transactions.

Gains on foreign currency transactions of $0.5 million and $0.7 million were recorded for the thirty-nine weeks ended May 28, 2022 and May 29, 2021, respectively.

During the thirty-nine weeks ended May 28, 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 $3.6 million for the thirty-nine weeks ended May 28, 2022 compared to the thirty-nine weeks ended May 29, 2021.

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

Net income was $78.4 million for the thirty-nine weeks ended May 28, 2022, an increase of $55.8 million compared to net income of $22.6 million for the thirty-nine weeks ended May 29, 2021.

The increase was primarily related to the $26.4 million increase in income from operations driven by the Atkins® and Quest® brand sales volume growth as discussed above, the $30.7 million decrease in the non-cash loss in fair value change of our warrant liability, and the $7.8 million decrease in interest expense in the thirty-nine weeks ended May 28, 2022 compared to the thirty-nine weeks ended May 29, 2021.

These increases were partially offset by the $3.6 million increase in income tax expense in the thirty-nine weeks ended May 28, 2022 compared to the thirty-nine weeks ended May 29, 2021 as well as the non-recurring $5.0 million gain on a legal settlement in the thirty-nine weeks ended May 29, 2021.

Net income was $35.9 million for the thirteen weeks ended November 26, 2022, an increase of $14.7 million compared to net income of $21.2 million for the thirteen weeks ended November 27, 2021.

The increase was primarily driven by the $17.3 million non-cash fair value loss incurred in the thirteen weeks ended November 27, 2021 related to the measurement of our liability-classified Private Warrants.

The increase in net income was partially offset by the decreased income from operations driven by the unfavorable effects of higher raw material and co-manufacturing costs and supply chain challenges in the thirteen weeks ended November 26, 2022.

Adjusted EBITDA.

Adjusted EBITDA increased $24.3 million, or 15.3% for the thirty-nine weeks ended May 28, 2022 compared to the thirty-nine weeks ended May 29, 2021, driven primarily by sales volume growth for the Atkins® and Quest® brands as discussed above.

Adjusted EBITDA decreased $4.8 million, or 7.4% for the thirteen weeks ended November 26, 2022 compared to the thirteen weeks ended November 27, 2021, driven primarily by the decrease in income from operations as a result of the unfavorable effects of higher raw material and co-manufacturing costs and supply chain challenges in the thirteen weeks ended November 26, 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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EBITDA and Adjusted EBITDA are non-GAAP financial measures commonly used in our industry and should not be construed as alternatives to net income as an indicator of operating performance or as alternatives to cash flow provided by operating activities as a measure of liquidity (each as determined in accordance with GAAP).

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:

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 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:

stock-based compensation expense, integration costs, restructuring costs, gain or loss in fair value change of warrant liability, 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 thirteen and thirty-nine weeks ended May 28, 2022 and May 29, 2021:

(In thousands) Thirteen Weeks Ended Thirty-Nine Weeks Ended

May 28, 2022 May 29, 2021 May 28, 2022 May 29, 2021

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.

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 thirteen weeks ended November 26, 2022 and November 27, 2021:

(In thousands) Thirteen Weeks Ended

November 26, 2022 November 27, 2021

Net income $ 35,860 $ 21,152

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Loss in fair value change of warrant liability — 17,317

Gain on legal settlement — (5,000) — (5,000)

(73) 230 (331) (715)

Adjusted EBITDA $ 60,766 $ 65,615

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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, and acquisition opportunities.

We had $56.7 million in cash as of May 28, 2022.

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

We had $54.1 million in cash as of November 26, 2022.

We believe our sources of liquidity and capital will be sufficient to finance our continued operations, growth strategy and additional expenses we expect to incur for at least the next twelve months.

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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 5, Long-Term Debt and Line of Credit, and Note 8, Leases, of the Notes to Unaudited Condensed Consolidated Financial Statements in this Report for additional information related to the expected timing and amount of payments related to our contractual and other obligations.

Refer to Note 5, Long-Term Debt and Line of Credit, and Note 8, Leases, of the Notes to Unaudited Consolidated Financial Statements in this Report for additional information related to the expected timing and amount of payments related to our contractual and other obligations.

Debt and Credit Facilities

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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 between Conyers Park Acquisition Corp.

Substantially concurrent with the consummation of the business combination which formed the Company between Conyers Park Acquisition Corp.

and NCP-ATK Holdings, Inc.

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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.

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 then-effective maturity date of the Initial Term Loans and (ii) December 16, 2026.

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

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Any failure to comply with the restrictions of the credit facilities may result in an event of default.

We were in compliance with all financial covenants as of May 28, 2022 and August 28, 2021, respectively.

At May 28, 2022, the outstanding balance of the Term Facility was $406.5 million.

We are not required to make principal payments on the Term Facility over the twelve months following the period ended May 28, 2022.

We were in compliance with all financial covenants as of November 26, 2022 and August 27, 2022, respectively.

At November 26, 2022, the outstanding balance of the Term Facility was $400.0 million.

We are not required to make principal payments on the Term Facility over the twelve months following the period ended November 26, 2022.

The outstanding balance of the Term Facility is due upon its maturity in July 2024.

As of May 28, 2022, there were no amounts drawn against the Revolving Credit Facility.

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 the Company’s 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 the Company’s common stock at a price of $11.50 per share.

On January 7, 2022, Conyers Park elected to exercise the Private Warrants 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 May 28, 2022.

As of November 26, 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 thirteen weeks ended May 28, 2022, we repurchased 218,221 shares of common stock for $8.1 million, averaging a purchase price per share of $37.16.

During the thirty-nine weeks ended May 28, 2022, we repurchased 789,742 shares of common stock for $28.5 million, averaging a purchase price per share of $36.09.

We did not repurchase any shares of common stock during the thirty-nine weeks ended May 29, 2021.

As of May 28, 2022, approximately $69.3 million remained available for repurchases under our $100.0 million stock repurchase program.

Refer to Note 10, Stockholders’ Equity, of the Notes to Unaudited Condensed Consolidated Financial Statements in this Report for additional information related to our stock repurchase program.

On October 21, 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 $150.0 million.

During the thirteen weeks ended November 26, 2022, we repurchased 546,346 shares of common stock for $16.4 million, averaging a purchase price per share of $30.11.

We did not repurchase any shares of common stock during the thirteen weeks ended November 27, 2021.

As of November 26, 2022, approximately $71.5 million remained available for repurchases under our $150.0 million stock repurchase program.

Refer to Note 10, Stockholders’ Equity, of the Notes to Unaudited Consolidated Financial Statements in this Report for additional information related to our stock repurchase program.

The following table sets forth the major sources and uses of cash for each of the periods set forth below (in thousands):

Thirty-Nine Weeks Ended

May 28, 2022 May 29, 2021

Net cash provided by operating activities

Thirteen Weeks Ended

November 26, 2022 November 27, 2021

Net cash provided by (used in) operating activities

$ 8,718 $ (7,329)

Net cash (used in) provided by investing activities

Net cash used in investing activities

$ (1,238) $ (4,377)

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Operating activities.

Our net cash provided by operating activities decreased $24.1 million to $67.4 million for the thirty-nine weeks ended May 28, 2022 compared to $91.5 million for the thirty-nine weeks ended May 29, 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 $44.2 million in the thirty-nine weeks ended May 28, 2022 compared to $24.1 million of cash consumed in thirty-nine weeks ended May 29, 2021.

Additionally, cash paid for taxes increased $28.1 million to $43.4 million for the thirty-nine weeks ended May 28, 2022 as compared to $15.3 million for the thirty-nine weeks ended May 29, 2021.

These decreases in cash provided by operating activities were partially offset by the $26.4 million increase in income from operations to $159.2 million for the thirty-nine weeks ended May 28, 2022 as compared to $132.9 million for the thirty-nine weeks ended May 29, 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 $14.3 million in the thirty-nine weeks ended May 28, 2022, which was a decrease of $7.2 million as compared to the $21.5 million paid for interest in the thirty-nine weeks ended May 29, 2021.

Our net cash provided by operating activities increased $16.0 million to $8.7 million for the thirteen weeks ended November 26, 2022 compared to cash used in operating activities of $7.3 million for the thirteen weeks ended November 27, 2021.

The increase 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 $47.6 million in the thirteen weeks ended November 26, 2022 compared to $61.4 million of cash consumed in the thirteen weeks ended November 27, 2021.

Additionally, cash paid for taxes decreased $8.8 million to an immaterial amount for the thirteen weeks ended November 26, 2022 as compared to the thirteen weeks ended November 27, 2021.

These increases in cash provided by operating activities were partially offset by the $5.5 million decrease in income from operations to $52.5 million for the thirteen weeks ended November 26, 2022 as compared to $58.0 million for the thirteen weeks ended November 27, 2021, primarily attributable to the higher raw material and co-manufacturing costs and supply chain challenges as discussed in “Results of Operations” above.

Additionally, cash paid for interest was $6.4 million in the thirteen weeks ended November 26, 2022, which was an increase of $0.7 million as compared to the $5.7 million paid for interest in the thirteen weeks ended November 27, 2021.

Investing activities .

Our net cash used in investing activities was $7.3 million for the thirty-nine weeks ended May 28, 2022 compared to net cash provided by investing activities of $2.5 million for the thirty-nine weeks ended May 29, 2021.

Our net cash used in investing activities for the thirty-nine weeks ended May 28, 2022 primarily comprised $4.7 million of purchases of property and equipment and the issuance of a $2.4 million note receivable.

The $2.5 million of net cash provided by investing activities for the thirty-nine weeks ended May 29, 2021 primarily comprised the $5.8 million of cash proceeds received from the SimplyProtein Sale partially offset by $3.2 million of purchases of property and equipment.

Our net cash used in investing activities was $1.2 million for the thirteen weeks ended November 26, 2022 compared to $4.4 million for the thirteen weeks ended November 27, 2021.

Our net cash used in investing activities for the thirteen weeks ended November 26, 2022 primarily comprised $1.2 million of purchases of property and equipment.

The $4.4 million of net cash used in investing activities for the thirteen weeks ended November 27, 2021 primarily comprised $2.7 million of purchases of property and equipment and the issuance of a $1.5 million note receivable.

Financing activities .

Our net cash used in financing activities was $78.5 million for the thirty-nine weeks ended May 28, 2022 compared to $99.9 million for the thirty-nine weeks ended May 29, 2021.

Net cash used in financing activities for the thirty-nine weeks ended May 28, 2022 primarily consisted of $50.0 million in principal payments on the Term Facility and $28.5 million in repurchases in common stock.

Net cash used in financing activities for the thirty-nine weeks ended May 29, 2021 primarily consisted of $100.0 million in principal payments on the Term Facility.

Our net cash used in financing activities was $20.8 million for the thirteen weeks ended November 26, 2022 compared to $28.0 million for the thirteen weeks ended November 27, 2021.

Net cash used in financing activities for the thirteen weeks ended November 26, 2022 primarily consisted of $16.4 million in repurchases in common stock, $6.5 million in principal payments on the Term Facility, and $2.3 million in tax payments related to issuance of restricted stock units and performance stock units, partially offset by $4.6 million of cash proceeds received from option exercises.

Net cash used in financing activities for the thirteen weeks ended November 27, 2021 primarily consisted of $25.0 million in principal payments on the Term Facility and $3.2 million in tax payments related to issuance of restricted stock units and performance stock units.

New Accounting Pronouncements

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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-Q

Item 2. Management’s Discussion and Analysis