Simply Good Foods Co 10-Q

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations This Quarterly Report on Form 10-Q (this “Report”) contains forward-looking statements. When used anywhere in this Report, the words “expect,” “believe,” “anticipate,” “estimate,” “intend,” “plan” and similar expressions are intended to identify forward-looking statements. 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, 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, changes in taxes, tariffs, duties, governmental laws and regulations, our growth, our competitive position, and the unforeseen business disruptions or other effects due to current global geopolitical tension. 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. These statements reflect our current views with respect to future events and are based on assumptions subject to risks and uncertainties. Such risks and uncertainties include those related to our ability to sell our products. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes included in our Annual Report on Form 10-K for the fiscal year ended August 31, 2024, (“Annual Report”) and our unaudited consolidated financial statements and the related notes appearing elsewhere in this Report. In addition to historical information, the following discussion contains forward-looking statements, including, but not limited to, statements regarding the Company’s expectation for future performance, liquidity and capital resources that involve risks, uncertainties and assumptions that could cause actual results to differ materially from the Company’s expectations. The Company’s actual results may differ materially from those contained in or implied by any forward-looking statements. Factors that could cause such differences include those identified in Item 1A. “Risk Factors” of our Annual Report. The Company assumes no obligation to update any of these forward-looking statements. 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. In context, “Quest” may also refer to the Quest brand, “Atkins” may also refer to the Atkins brand, and “OWYN” may also refer to the OWYN brand. Atkins, Quest, OWYN, and the Simply Good logo are either registered trademarks or trademarks of the Company’s wholly owned subsidiary Simply Good Foods USA, Inc. or one of its affiliates in the United States and elsewhere. All rights are reserved. Overview 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, and other product offerings. 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 Quest, Atkins, and OWYN 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. To that end, in June 2024, we completed the acquisition of OWYN, a plant-based protein food company, for a cash purchase price of approximately $280.0 million (subject to customary adjustments). For more information, please see “ Liquidity and Capital Resources-OWYN Acquisition ”. Our nutritious snacking platform consists of brands that specialize in providing products for consumers that follow certain nutritional philosophies and health-and-wellness trends: Quest for consumers seeking a variety of protein-rich foods and beverages that also limit sugars and simple carbohydrates, Atkins for those following a low-carbohydrate lifestyle or seeking to manage weight or blood sugar levels, and OWYN for consumers seeking protein-rich beverages that are plant-based and tested for the top nine allergens that also limit sugars and simple carbohydrates. We distribute our products in major retail channels, primarily in North America, including grocery, club, and mass merchandise, as well as through e-commerce, convenience, specialty, and other channels. 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. 21 Table of Contents Business Trends During the thirteen and twenty-six weeks ended March 1, 2025, our business performance improved principally due to Quest volume growth and the OWYN Acquisition. We expect fiscal year 2025 organic sales growth to be driven primarily by volume and have strong advertising and marketing plans in place, as well as innovation, merchandising and promotions that we believe should enable us to achieve our objectives. We continue to monitor macroeconomic trends and uncertainties such as key ingredient inflation, the effects of recently implemented tariffs, and the potential imposition of modified or additional tariffs, which may have adverse effects on net sales and profitability. As a result of the tariffs announced by the U.S. presidential administration on April 2, 2025, and potential tariff modifications or the imposition of tariffs or export controls by other countries, we anticipate increased supply chain challenges, commodity cost volatility, and consumer and economic uncertainty due to rapid changes in global trade policies. Based on preliminary analysis of the potential effects of the announced tariffs and these other factors, we do not expect these factors to result in a material negative effect on our net sales or profitability for the remainder of fiscal year 2025. However, we are continuing to evaluate these factors and their potential effects as well as our ability to potentially offset all or a portion of cost increases through pricing actions and cost savings efforts for fiscal year 2026 planning. Economic pressures on customers and consumers, including the challenges of high inflation and the effects of increased tariffs, may negatively affect our net sales and profitability in the future. Key Financial Definitions Net sales. Net sales consist primarily of product sales less the cost of promotional activities, slotting fees and other sales credits and adjustments, including product returns. Cost of goods sold. Cost of goods sold consists primarily of the costs we pay to our contract manufacturing partners to produce the products sold. These costs include the purchase of raw ingredients, packaging, shipping and handling, warehousing, depreciation of warehouse equipment, and a tolling charge for the contract manufacturer. Cost of goods sold includes products provided at no charge as part of promotions and the non-food materials provided with customer orders. Operating expenses. Operating expenses consist primarily of selling and marketing, general and administrative, depreciation and amortization, and business transaction costs. The following is a brief description of the components of operating expenses: • Selling and marketing. Selling and marketing expenses are comprised of broker commissions, customer marketing, media and other marketing costs. • General and administrative. General and administrative expenses are comprised of expenses associated with corporate and administrative functions that support our business, including employee compensation, employee stock-based compensation, professional services, executive transition costs, integration costs, restructuring costs, insurance and other general corporate expenses. • Depreciation and amortization. Depreciation and amortization expenses consist of expenses associated with the depreciation of fixed assets and capitalized leasehold improvements and amortization of intangible assets. • Business Transaction Costs. Business transaction costs are comprised of transaction advisory fees, non-deferrable debt issuance costs, legal, due diligence, consulting, and accounting expenses associated with the OWYN Acquisition. Results of Operations During the thirteen weeks ended March 1, 2025, our net sales increased 15.2% to $359.7 million compared to $312.2 million for the thirteen weeks ended February 24, 2024, driven by the OWYN Acquisition. Gross profit increased during the quarter, driven by higher sales volumes, while gross margin decreased 120 basis points primarily as a result of the inclusion of OWYN. We expect to see continued growth during fiscal year 2025 by building on our existing capabilities and strengthening the position of our brands in the marketplace. We will continue to invest in our business and improve our operating efficiencies as well as continuing the integration of OWYN. 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, 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. 22 Table of Contents Comparison of Unaudited Results for the Thirteen Weeks Ended March 1, 2025, and the Thirteen Weeks Ended February 24, 2024 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) March 1, 2025 % of Net Sales February 24, 2024 % of Net Sales Net sales $ 359,655 100.0 % $ 312,199 100.0 % Cost of goods sold 229,518 63.8 % 195,329 62.6 % Gross profit 130,137 36.2 % 116,870 37.4 % Operating expenses: Selling and marketing 35,078 9.8 % 34,643 11.1 % General and administrative 36,013 10.0 % 29,933 9.6 % Depreciation and amortization 4,148 1.2 % 4,211 1.3 % Business transaction costs 177 — % — — % Total operating expenses 75,416 21.0 % 68,787 22.0 % Income from operations 54,721 15.2 % 48,083 15.4 % Other income (expense): Interest income 701 0.2 % 924 0.3 % Interest expense (6,338) (1.8) % (5,596) (1.8) % Loss on foreign currency transactions (125) — % (23) — % Other income 19 — % — — % Total other income (expense) (5,743) (1.6) % (4,695) (1.5) % Income before income taxes 48,978 13.6 % 43,388 13.9 % Income tax expense 12,231 3.4 % 10,265 3.3 % Net income $ 36,747 10.2 % $ 33,123 10.6 % Other financial data: Adjusted EBITDA (1) $ 68,001 18.9 % $ 57,840 18.5 % (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 . Net sales were $359.7 million for the thirteen weeks ended March 1, 2025, compared to $312.2 million for the thirteen weeks ended February 24, 2024, representing an increase of $47.5 million, or 15.2%, driven primarily by Quest volume growth and the OWYN Acquisition. North America net sales increased 16.3% in the thirteen weeks ended March 1, 2025, compared to the thirteen weeks ended February 24, 2024, and International net sales decreased $2.1 million during the same period. Cost of goods sold . Cost of goods sold increased $34.2 million, or 17.5%, for the thirteen weeks ended March 1, 2025, compared to the thirteen weeks ended February 24, 2024. The cost of goods sold increase was driven by higher sales volumes, primarily as a result of growth for Quest and the OWYN Acquisition, and the effect of the non-cash $0.4 million inventory step-up charge related to the OWYN Acquisition, which were partially offset by lower ingredient and packaging costs. Gross profit. Gross profit increased $13.3 million, or 11.4%, to $130.1 million for the thirteen weeks ended March 1, 2025, compared to the thirteen weeks ended February 24, 2024. Gross profit margin was 36.2% of net sales for the thirteen weeks ended March 1, 2025, a decrease of 120 basis points from 37.4% of net sales for the thirteen weeks ended February 24, 2024. The decrease in gross profit margin is primarily driven by lower gross profit margins of the OWYN business and is inclusive of the effect of the non-cash $0.4 million inventory step-up charge related to the OWYN Acquisition. 23 Table of Contents Operating expenses . Operating expenses increased $6.6 million, or 9.6%, for the thirteen weeks ended March 1, 2025, compared to the thirteen weeks ended February 24, 2024, due to the following: • Selling and marketing. Selling and marketing expenses increased $0.4 million, or 1.3%, for the thirteen weeks ended March 1, 2025, compared to the thirteen weeks ended February 24, 2024, driven primarily by the OWYN Acquisition and partially offset by a decrease in marketing spend on the legacy business. • General and administrative. General and administrative expenses increased $6.1 million, or 20.3%, for the thirteen weeks ended March 1, 2025, compared to the thirteen weeks ended February 24, 2024. The increase in general and administrative expenses was driven by an increase of $2.0 million in integration costs primarily attributable to OWYN, and $0.7 million in term loan transaction fees related to the 2025 Repricing Amendment, $0.4 million in stock-based compensation, and higher employee-related costs and corporate expenses. • Depreciation and amortization. Depreciation and amortization expense was $4.1 million for the thirteen weeks ended March 1, 2025, and $4.2 million for the thirteen weeks ended February 24, 2024, respectively. • Business transaction costs. Business transaction costs were $0.2 million for the thirteen weeks ended March 1, 2025 and were comprised of expenses related to the OWYN Acquisition. Interest income. Interest income decreased $0.2 million for the thirteen weeks ended March 1, 2025, compared to the thirteen weeks ended February 24, 2024. Interest expense . Interest expense increased $0.7 million for the thirteen weeks ended March 1, 2025, compared to the thirteen weeks ended February 24, 2024, primarily due to the effect of the incremental borrowing associated with the OWYN Acquisition on June 13, 2024, and principal payments reducing the outstanding balance of the Term Facility (as defined below) to $300.0 million subsequent to the borrowing as of March 1, 2025. Loss on foreign currency transactions. Foreign currency transactions resulted in a loss of $0.1 million and an immaterial loss for the thirteen weeks ended March 1, 2025, and February 24, 2024, respectively. The 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 thirteen weeks ended March 1, 2025, compared to the thirteen weeks ended February 24, 2024. The increase in our income tax expense was primarily driven by higher income from operations and changes in permanent differences. Net income . Net income was $36.7 million for the thirteen weeks ended March 1, 2025, an increase of $3.6 million, compared to net income of $33.1 million for the thirteen weeks ended February 24, 2024. Net income benefited from higher gross profit and income from operations, and was partially offset by an increase in income tax expense of $2.0 million. Adjusted EBITDA. Adjusted EBITDA increased $10.2 million, or 17.6%, for the thirteen weeks ended March 1, 2025, compared to the thirteen weeks ended February 24, 2024, driven primarily by higher gross profit. For a reconciliation of Adjusted EBITDA to its most directly comparable GAAP measure, see “Reconciliation of EBITDA and Adjusted EBITDA” below. 24 Table of Contents Comparison of Unaudited Results for the Twenty-Six Weeks Ended March 1, 2025, and the Twenty-Six Weeks Ended February 24, 2024 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: Twenty-Six Weeks Ended Twenty-Six Weeks Ended (In thousands) March 1, 2025 % of Net Sales February 24, 2024 % of Net Sales Net sales $ 700,923 100.0 % $ 620,877 100.0 % Cost of goods sold 440,300 62.8 % 388,889 62.6 % Gross profit 260,623 37.2 % 231,988 37.4 % Operating expenses: Selling and marketing 68,072 9.7 % 66,633 10.7 % General and administrative 74,077 10.6 % 56,883 9.2 % Depreciation and amortization 8,308 1.2 % 8,569 1.4 % Business transaction costs 820 0.1 % — — % Total operating expenses 151,277 21.6 % 132,085 21.3 % Income from operations 109,346 15.6 % 99,903 16.1 % Other income (expense): Interest income 1,477 0.2 % 2,014 0.3 % Interest expense (14,199) (2.0) % (11,630) (1.9) % (Loss) gain on foreign currency transactions (5) — % 203 — % Other income 34 — % 6 — % Total other income (expense) (12,693) (1.8) % (9,407) (1.5) % Income before income taxes 96,653 13.8 % 90,496 14.6 % Income tax expense 21,784 3.1 % 21,812 3.5 % Net income $ 74,869 10.7 % $ 68,684 11.1 % Other financial data: Adjusted EBITDA (1) $ 138,069 19.7 % $ 119,805 19.3 % (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. Net sales of $700.9 million represented an increase of $80.0 million, or 12.9%, for the twenty-six weeks ended March 1, 2025, compared to the twenty-six weeks ended February 24, 2024, driven primarily by Quest volume growth and the OWYN Acquisition. North America and International net sales increased 13.4% and decreased 5.8%, respectively, versus last year. Cost of goods sold . Cost of goods sold increased $51.4 million, or 13.2%, for the twenty-six weeks ended March 1, 2025, compared to the twenty-six weeks ended February 24, 2024. The cost of goods sold increase was driven by higher sales volumes, primarily as a result of growth for Quest and the OWYN Acquisition, and the effect of the non-cash $1.4 million inventory step-up charge related to the OWYN Acquisition, which were partially offset by lower ingredient and packaging costs. Gross profit. Gross profit increased $28.6 million, or 12.3%, to $260.6 million for the twenty-six weeks ended March 1, 2025, compared to the twenty-six weeks ended February 24, 2024. Gross profit margin was 37.2% of net sales for the twenty-six weeks ended March 1, 2025, a decrease of 20 basis points from 37.4% of net sales for the twenty-six weeks ended February 24, 2024. The decrease in gross profit margin is primarily driven by lower gross profit margins of the OWYN business, partially offset by favorable commodity expenses, and is inclusive of the non-cash $1.4 million inventory step-up charge related to the OWYN Acquisition. Operating expenses . Operating expenses increased $19.2 million, or 14.5%, for the twenty-six weeks ended March 1, 2025, compared to the twenty-six weeks ended February 24, 2024, due to the following: • Selling and marketing. Selling and marketing expenses increased $1.4 million, or 2.2%, for the twenty-six weeks ended March 1, 2025, compared to the twenty-six weeks ended February 24, 2024, driven primarily by the OWYN Acquisition and partially offset by a decrease in marketing spend on the legacy business. 25 Table of Contents • General and administrative. General and administrative expenses increased $17.2 million, or 30.2%, for the twenty-six weeks ended March 1, 2025, compared to the twenty-six weeks ended February 24, 2024. The increase in general and administrative expense was driven by an increase of $6.9 million in integration costs and $6.1 million in employee-related costs primarily attributable to OWYN, and $0.7 million in term loan transaction fees related to the 2025 Repricing Amendment, and higher corporate expenses. • Depreciation and amortization. Depreciation and amortization expenses were $8.3 million and $8.6 million for the twenty-six weeks ended March 1, 2025, compared to the twenty-six weeks ended February 24, 2024, respectively. • Business transaction costs. Business transaction costs were $0.8 million for the twenty-six weeks ended March 1, 2025 and were comprised of expenses related to the OWYN Acquisition. Interest income. Interest income decreased by $0.5 million for the twenty-six weeks ended March 1, 2025, compared to the twenty-six weeks ended February 24, 2024, due to lower cash balances and the decrease of interest rates. Interest expense . Interest expense increased $2.6 million for the twenty-six weeks ended March 1, 2025, compared to the twenty-six weeks ended February 24, 2024, primarily due to the effect of the incremental borrowing associated with the OWYN Acquisition on June 13, 2024, and principal payments reducing the outstanding balance of the Term Facility (as defined below) to $300.0 million subsequent to the borrowing as of March 1, 2025. (Loss) gain on foreign currency transactions. Foreign currency transactions resulted in an immaterial loss and a $0.2 million gain for the twenty-six weeks ended March 1, 2025, and February 24, 2024, respectively. The variance is attributable to changes in foreign currency rates related to our international operations. Income tax expense. Income tax expense was $21.8 million for the twenty-six weeks ended March 1, 2025, and the twenty-six weeks ended February 24, 2024, respectively. Net income . Net income was $74.9 million for the twenty-six weeks ended March 1, 2025, an increase of $6.2 million compared to net income of $68.7 million for the twenty-six weeks ended February 24, 2024. Net income was benefited by higher gross profit and income from operations and was partially offset by higher stock-based compensation expenses. Adjusted EBITDA. Adjusted EBITDA increased $18.3 million, or 15.2% for the twenty-six weeks ended March 1, 2025, compared to the twenty-six weeks ended February 24, 2024, driven primarily by higher net gross profit. For a reconciliation of Adjusted EBITDA to its most directly comparable GAAP measure, see “Reconciliation of EBITDA and Adjusted EBITDA” below. 26 Table of Contents Reconciliation of EBITDA and Adjusted EBITDA 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). 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, executive transition costs, business transaction costs, purchase price accounting, inventory step-up, integration costs, term loan transaction fees, 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 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 and twenty-six weeks ended March 1, 2025, and February 24, 2024: (In thousands) Thirteen Weeks Ended Twenty-Six Weeks Ended March 1, 2025 February 24, 2024 March 1, 2025 February 24, 2024 Net income $ 36,747 $ 33,123 $ 74,869 $ 68,684 Interest income (701) (924) (1,477) (2,014) Interest expense 6,338 5,596 14,199 11,630 Income tax expense 12,231 10,265 21,784 21,812 Depreciation and amortization 5,088 5,187 10,135 10,792 EBITDA 59,703 53,247 119,510 110,904 Stock-based compensation expense 4,948 4,568 8,792 8,736 Executive transition costs — — — 366 Business transaction costs 177 — 820 — Inventory step-up 438 — 1,412 — Integration of OWYN 1,955 — 6,886 — Term loan transaction fees 715 — 715 — Other (1) 65 25 (66) (201) Adjusted EBITDA $ 68,001 $ 57,840 $ 138,069 $ 119,805 (1) Other items consist principally of exchange impact of foreign currency transactions and other expenses. 27 Table of Contents Liquidity and Capital Resources Overview 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 $103.7 million in cash as of March 1, 2025. 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. As circumstances warrant, we may issue debt and/or equity securities from time to time on an opportunistic basis, dependent upon market conditions and available pricing. 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 defined and discussed below, and our operating and finance leases. Refer to Note 6, Long-Term Debt and Line of Credit, and Note 9, 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 On July 7, 2017, we entered into a credit agreement with Barclays Bank PLC and other parties (as amended to date, the “Credit Agreement”). The Credit Agreement at that time provided for (i) a term facility of $200.0 million (“Term Facility”) with a seven-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 which formed the Company 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 then-effective maturity date of the Initial Term Loans and (ii) December 16, 2026. On January 21, 2022, we entered into 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 SOFR and related replacement provisions for LIBOR. On April 25, 2023, the Company entered into the “2023 Repricing Amendment” to the Credit Agreement. The 2023 Repricing Amendment, (i) reduced the interest rate per annum applicable to the Initial Term Loans outstanding under the Credit Agreement immediately prior to April 25, 2023, and (ii) provided for an extension of the maturity date of the Initial Term Loans from July 7, 2024, to March 17, 2027. On June 13, 2024, the Company entered into a sixth amendment (the “2024 Incremental Facility Amendment”) to the Credit Agreement to increase the principal borrowed on the Term Facility by $250.0 million. The terms of the incremental borrowing are the same as the terms of the outstanding borrowings under the Term Facility. The 2024 Incremental Facility Amendment was executed to partially finance the OWYN Acquisition. No amounts under the Term Facility were repaid as a result of the execution of the 2024 Incremental Facility Amendment. On January 31, 2025, the Company entered into a seventh amendment (the “2025 Repricing Amendment”) to the Credit Agreement to reduce the interest rate per annum applicable to the Initial Term Loans outstanding under the Credit Agreement immediately prior to the effective date of the 2025 Repricing Amendment. 28 Table of Contents Effective as of the 2025 Repricing Amendment, the interest rate per annum for the Initial Term Loans 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 Adjusted Term SOFR Rate (as defined in the Credit Agreement) applicable for an interest period of one month plus 1.00% plus (x) 1.00% margin for the Term Loan or (y) 2.00% margin for the Revolving Credit Facility; or ii. SOFR, subject to a floor of 0.50%, plus (x) 2.00% margin for the Term Loan or (y) 3.00% margin for the Revolving Credit Facility. In connection with the closing of the 2025 Repricing Amendment, the Company expensed $0.7 million of non-deferrable third-party costs through General and administrative . The Simply Good Foods Company is not a borrower under the Credit Agreement and has not provided a guarantee of the Credit Agreement. Simply Good Foods USA, Inc., is the administrative borrower and certain other subsidiary holding companies are co-borrowers under the Credit Agreement. Each of our domestic subsidiaries that is not a named borrower under the Credit Agreement has provided a guarantee on a secured basis. As security for the payment or performance of the debt under the Credit Agreement, the borrowers and the guarantors have pledged certain equity interests in their respective subsidiaries and granted the lenders a security interest in substantially all of their domestic assets. All guarantors other than Quest Nutrition, LLC and Only What You Need, Inc. are holding companies with no assets other than their investments in their respective subsidiaries. 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. Any failure to comply with the restrictions of the credit facilities may result in an event of default. We were in compliance with all covenants as of March 1, 2025, and August 31, 2024, respectively. At March 1, 2025, the outstanding balance of the Term Facility was $300.0 million. We are not required to make principal payments on the Term Facility over the twelve months following the period ended March 1, 2025. The outstanding balance of the Term Facility is due upon its maturity in March 2027. As of March 1, 2025, there were no amounts drawn against the Revolving Credit Facility. OWYN Acquisition On April 29, 2024, the Company’s wholly owned subsidiary, Simply Good Foods, USA, Inc. entered into a Purchase Agreement to acquire OWYN, a plant-based protein food company, for approximately $280.0 million. On June 13, 2024, pursuant to the Purchase Agreement, the Company completed the OWYN Acquisition by acquiring 100% of the equity interests for a cash purchase price at closing of $281.9 million, subject to certain customary post-closing adjustments. We acquired OWYN as a part of our vision 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 that will now offer plant-based products to a wider market of consumers. The OWYN Acquisition was funded through a combination of incremental borrowings under our outstanding Term Facility, totaling $250.0 million, and cash on hand. During the thirteen weeks ended March 1, 2025, the Company received a post-closing release from escrow of approximately $1.7 million related to net working capital adjustments, resulting in a total net consideration paid of $280.2 million as of March 1, 2025. Business transaction costs associated with the OWYN Acquisition within the Consolidated Statements of Operations and Comprehensive Income for the thirteen weeks ended March 1, 2025, were $0.2 million, which consisted of legal, accounting, and other costs. Stock Repurchase Program On October 21, 2022, we announced that our Board of Directors 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. The Company did not repurchase any shares of common stock during the twenty-six weeks ended March 1, 2025, and February 24, 2024. As of March 1, 2025, approximately $71.5 million remained available for repurchases under our $150.0 million stock repurchase program. Refer to Note 11, Stockholders’ Equity, of the Notes to Unaudited Consolidated Financial Statements in this Report for additional information related to our stock repurchase program. 29 Table of Contents Cash Flows The following table sets forth the major sources and uses of cash for each of the periods set forth below (in thousands): Twenty-Six Weeks Ended March 1, 2025 February 24, 2024 Net cash provided by operating activities $ 63,267 $ 93,991 Net cash used in investing activities $ — $ (1,278) Net cash used in financing activities $ (92,386) $ (44,656) Operating activities. Our net cash provided by operating activities decreased $30.7 million to $63.3 million for the twenty-six weeks ended March 1, 2025, compared to $94.0 million for the twenty-six weeks ended February 24, 2024. The decrease in cash provided by operating activities was primarily attributable to changes in working capital for the twenty-six weeks ended March 1, 2025, as compared to the twenty-six weeks ended February 24, 2024. Changes in working capital, comprised of changes in accounts receivable, net, inventories, prepaid expenses, other current assets, accounts payable, accrued interest, accrued expenses and other current liabilities, and other assets and liabilities, were driven by the timing of payments and receipts, the OWYN Acquisition and the seasonal building of inventory, which consumed cash of $41.6 million in the twenty-six weeks ended March 1, 2025, compared to $5.5 million of cash consumed in the twenty-six weeks ended February 24, 2024, a difference of $36.0 million. Income from operations increased by $9.4 million to $109.3 million for the twenty-six weeks ended March 1, 2025, as compared to $99.9 million for the twenty-six weeks ended February 24, 2024. Additionally, cash paid for interest was $13.5 million in the twenty-six weeks ended March 1, 2025, which was an increase of $2.3 million as compared to the $11.2 million paid for interest in the twenty-six weeks ended February 24, 2024. Investing activities . Our net cash used in investing activities was immaterial for the twenty-six weeks ended March 1, 2025, compared to net cash used in investing activities of $1.3 million for the twenty-six weeks ended February 24, 2024. Our net cash used investing activities for the twenty-six weeks ended March 1, 2025, was primarily comprised of $0.8 million of purchases of property and equipment and $0.9 million of investments in intangible and other assets, and was offset by $1.7 million of cash proceeds received from escrow related to net working capital adjustments related to the OWYN Acquisition. The $1.3 million of net cash used in investing activities for the twenty-six weeks ended February 24, 2024, was primarily comprised of $1.1 million of purchases of property and equipment. Financing activities . Our net cash used in financing activities was $92.4 million for the twenty-six weeks ended March 1, 2025, compared to $44.7 million for the twenty-six weeks ended February 24, 2024. Net cash used in financing activities for the twenty-six weeks ended March 1, 2025, primarily consisted of $100.0 million in principal payments on the Term Facility, and $2.5 million in tax payments related to the issuance of restricted stock units and performance stock units, partially offset by $10.1 million of cash proceeds received from option exercises. Net cash used in financing activities for the twenty-six weeks ended February 24, 2024, primarily consisted of $45.0 million in principal payments on the Term Facility, and $3.8 million in tax payments related to issuance of restricted stock units and performance stock units, partially offset by $1.2 million of cash received on repayment of a note receivable and $3.0 million of cash proceeds received from option exercises. New Accounting Pronouncements For a description of critical accounting policies that affect our significant judgments and estimates used in the preparation of our consolidated financial statements, refer to our Annual Report. Refer to Note 2, Summary of Significant Accounting Policies , of our unaudited interim consolidated financial statements in this Report for further information regarding recently issued accounting standards. 30 Table of Contents Item 3. Quantitative and Qualitative Disclosures about Market Risk There were no material changes in our market risk exposure during the thirteen-week period ended March 1, 2025. For a discussion of our market risks, see “Quantitative and Qualitative Disclosures About Market Risk” in Part II, Item 7A of our Annual Report.