20 unchanged sentences
Segment and Customer Information
−Removed: Restructuring and Related Charges
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
1 unchanged sentence
Opinion on the Financial Statements
−Removed: We have audited the accompanying consolidated balance sheets of The Simply Good Foods Company and subsidiaries (the "Company") as of August 31, 2024, and August 26, 2023, the related consolidated statements of income, comprehensive income, stockholders' equity, and cash flows, for the fifty-three weeks ended August 31, 2024, the fifty-two weeks ended August 26, 2023, and August 27, 2022, and the related notes (collectively referred to as the "financial statements").
+Added: We have audited the accompanying consolidated balance sheets of The Simply Good Foods Company and subsidiaries (the "Company") as of August 30, 2025, and August 31, 2024, the related consolidated statements of income, comprehensive income, stockholders' equity, and cash flows, for the fifty-two weeks ended August 30, 2025, the fifty-three weeks ended August 31, 2024, and the fifty-two weeks ended August 26, 2023, and the related notes (collectively referred to as the "financial statements").
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of August 30, 2025, and August 31, 2024, and the results of its operations and its cash flows for each of the three years in the period ended August 30, 2025, in conformity with accounting principles generally accepted in the United States of America.
20 unchanged sentences
The recognition of trade promotions requires the Company to make estimates regarding the volume of incentives that will be redeemed and their total cost.
−Removed: These estimates are made using various information including historical data on performance of similar trade promotional activities, and the Company's best estimates of current activity.
+Added: These estimates are made using various information including historical data on performance of similar trade promotional activities, market data from Circana, and the Company's best estimates of current activity.
We identified the allowance for trade promotions related to manufacturer charge-backs as a critical audit matter because management’s estimate of the expected future promotional claims is subjective and requires a high degree of judgment.
5 unchanged sentences
◦ Confirmed contract terms directly with the customer.
−Removed: ◦ Agreed contract terms from the accounting records to the promotion agreement with the customer and verified the promotion period was prior to September 1, 2024.
+Added: ◦ Agreed contract terms from the accounting records to the promotion agreement with the customer and verified the promotion period was prior to August 30, 2025.
◦ Evaluated the appropriateness of the year-end trade accrual estimate using historical data on performance of similar trade promotional activities and subsequent customer activity.
2 unchanged sentences
• For a selection of customer promotional claims resolved after August 30, 2025, we compared that amount to the August 30, 2025, allowance for promotions balance and traced the resolved deduction to an approved trade promotion.
−Removed: Business Combination - Only What You Need, Inc.
−Removed: - Valuation of Brand Intangible Asset - Refer to Note 3 to the consolidated financial statements
+Added: • For a selection of customers, we performed inquiries with the sales representative responsible for the customer relationship to understand the process for contract negotiation, approval, and monitoring of trade promotions.
+Added: Intangible Assets - Atkins Indefinite-Lived Intangible Asset - Refer to Notes 2 and 5 to the consolidated financial statements
Critical Audit Matter Description
−Removed: The Company completed the acquisition of Only What You Need, Inc.
−Removed: (“OWYN”) for approximately $280 million on June 13, 2024.
−Removed: The Company accounted for the acquisition under the acquisition method of accounting for business combinations.
−Removed: Accordingly, the purchase price was allocated to the assets acquired and liabilities assumed based on their respective fair values, including the indefinite lived brand intangible asset of $223 million.
−Removed: The fair value of the indefinite lived brand intangible asset was estimated using the multi-period excess earnings method of the income approach, wherein the net earnings attributable to the asset are isolated from “contributory” assets in order to estimate the cash flows solely attributable to the asset over its remaining economic life.
−Removed: Given the fair value determination of the indefinite lived brand intangible asset for Only What You Need, Inc.
−Removed: requires management to make significant estimates and assumptions related to the selection of the long-term growth rate and discount rate, performing audit procedures to evaluate the reasonableness of these estimates and assumptions required a high degree of auditor judgement and an increased extent of effort, including the need to involve our fair value specialists.
+Added: The Company's evaluation of the Atkins indefinite-lived intangible asset for impairment involves the comparison of its estimated fair value to its carrying amount.
+Added: During fiscal year 2025, management performed a qualitative assessment in the fiscal fourth quarter that indicated potential indicators of impairment for the Atkins brand and trademarks indefinite-lived intangible asset.
+Added: Accordingly, the Company proceeded to conduct a quantitative impairment assessment.
+Added: Based on the quantitative assessment, the asset had an excess carrying value over its respective fair value, resulting in a loss on impairment.
+Added: We identified the Company's impairment evaluation of the Atkins indefinite-lived intangible asset as a critical audit matter because of the significant judgments made by management to estimate the fair value of the indefinite-lived intangible asset.
+Added: A high degree of auditor judgment and increased extent of procedures were required to audit management’s assumptions and judgments used to evaluate the reasonableness of the future revenue projections as well as the selection of the royalty rate and the discount rate, including the need to involve our fair value specialists.
How the Critical Audit Matter Was Addressed in the Audit
−Removed: Our auditing procedures related to the selection of long-term growth rate and discount rate included the following, among others:
−Removed: • We tested the design, implementation and operating effectiveness of internal controls related to the Company’s assumptions related to the selection of the long-term growth rate and discount rate.
−Removed: • We obtained an understanding of management’s key assumptions in developing the long-term growth rate and discount rate.
−Removed: • With the assistance of our fair value specialists, we evaluated the reasonableness of the valuation methodologies and the selection of the long-term growth rate and discount rate by:
−Removed: ◦ Testing the source information underlying the determination of the long-term growth rate and comparing the significant assumptions used by management to current industry and economic trends.
+Added: Our audit procedures related to future revenue projections and the selection of the royalty rate and discount rate for the Atkins indefinite-lived intangible asset included the following, among others:
+Added: • We tested the design, implementation and operating effectiveness of internal controls over the Company’s assumptions related to the selection of the future revenue projections, the royalty rate, and the discount rate.
+Added: • We obtained an understanding of management’s key assumptions in developing future revenue projections, the royalty rate, and the discount rate.
+Added: • We evaluated management’s ability to accurately forecast revenue by comparing actual results to management’s historical forecasts and forecasted information included in analyst and industry reports for the Company and certain of its industry peers.
+Added: • With the assistance of our fair value specialists, we evaluated the reasonableness of the valuation methodologies and the selection of the royalty rate and discount rate by:
+Added: ◦ Testing the source information underlying the determination of the royalty rate and comparing the royalty rate assumption used by management to peers to develop a range of independent estimates.
◦ Testing the source information underlying the determination of the discount rate and testing the mathematical accuracy of the calculation.
26 unchanged sentences
Accrued expenses and other current liabilities 46,219 49,791
−Removed: Current maturities of long-term debt — 143
Total current liabilities 124,561 108,615
30 unchanged sentences
Business transaction costs 820 14,524 —
+Added: Loss on impairment 60,928 — —
Total operating expenses 368,860 305,069 248,471
3 unchanged sentences
Interest expense ( 23,249 ) ( 26,029 ) ( 30,068 )
−Removed: (Loss) in fair value change of warrant liability — — ( 30,062 )
−Removed: Gain (loss) on foreign currency transactions 267 ( 344 ) 191
−Removed: Other income (expense) 1,008 11 ( 453 )
+Added: (Loss) gain on foreign currency transactions ( 421 ) 267 ( 344 )
+Added: Other income 23 1,008 11
Total other income (expense) ( 20,984 ) ( 20,447 ) ( 29,257 )
23 unchanged sentences
Stock compensation expense 15,273 18,421 14,480
−Removed: Loss in fair value change of warrant liability — — 30,062
−Removed: Estimated credit (recoveries) losses ( 150 ) 315 601
−Removed: Unrealized (gain) loss on foreign currency transactions ( 267 ) 344 ( 191 )
+Added: Loss on impairment 60,928 — —
+Added: Estimated credit losses (recoveries) 241 ( 150 ) 315
+Added: Unrealized loss (gain) on foreign currency transactions 421 ( 267 ) 344
Deferred income taxes 3 8,366 10,590
Amortization of operating lease right-of-use asset 6,863 6,991 6,729
−Removed: Gain on lease termination — — ( 30 )
Other 1,133 988 567
13 unchanged sentences
( 20,542 ) ( 5,743 ) ( 11,585 )
−Removed: Issuance of note receivable
−Removed: — — ( 2,400 )
Acquisition of business, net of cash acquired
13 unchanged sentences
Deferred financing costs — ( 1,199 ) ( 2,694 )
−Removed: Net cash provided by (used in) financing activities 115,901 ( 138,532 ) ( 110,032 )
−Removed: Net increase (decrease) in cash
+Added: Net cash (used in) provided by financing activities ( 191,205 ) 115,901 ( 138,532 )
+Added: Net (decrease) increase in cash
( 33,680 ) 44,723 20,397
16 unchanged sentences
Non-cash additions to intangible assets and other assets $ — $ 116 $ 26
−Removed: Issuance of common stock in extinguishment of warrant liabilities $ — $ — $ 189,897
Operating lease right-of-use assets recognized in exchange for lease liabilities
12 unchanged sentences
Foreign currency translation adjustments — — — — — — ( 642 ) ( 642 )
−Removed: Reclassification adjustment for currency translation gains related to the liquidation of foreign entities — — — — — — ( 1,147 ) ( 1,147 )
Repurchase of common stock — — 546,346 ( 16,448 ) — — — ( 16,448 )
−Removed: Warrant conversion 4,830,761 48 — — 189,849 — — 189,897
Shares issued upon vesting of restricted stock units 210,718 2 — — ( 2,861 ) — — ( 2,859 )
4 unchanged sentences
Foreign currency translation adjustments — — — — — — 554 554
−Removed: Repurchase of common stock — — 546,346 ( 16,448 ) — — — ( 16,448 )
Shares issued upon vesting of restricted stock units 328,568 3 — — ( 5,051 ) — — ( 5,048 )
4 unchanged sentences
Foreign currency translation adjustments — — — — — — ( 394 ) ( 394 )
+Added: Repurchase of common stock — — 1,592,471 ( 50,886 ) — — — (50,886)
Shares issued upon vesting of restricted stock units 224,091 2 — — ( 3,238 ) — — ( 3,236 )
7 unchanged sentences
The Simply Good Foods Company (“Simply Good Foods” or the “Company”) is a consumer packaged food and beverage company that aims to lead the nutritious snacking movement with trusted brands that offer a variety of convenient, innovative, great-tasting, better-for-you snacks and meal replacements, and other product offerings.
−Removed: The product portfolio the Company develops, markets and sells consists primarily of protein bars, ready-to-drink (“RTD”) shakes, sweet and salty snacks and confectionery products marketed under the Quest, Atkins, and OWYN brand names.
−Removed: Simply Good Foods is poised to expand its wellness platform through innovation and organic growth along with acquisition opportunities in the nutritional snacking space.
+Added: The product portfolio the Company develops, markets and sells consists primarily of protein bars, ready-to-drink (“RTD”) beverages, sweet and salty snacks and confectionery products marketed under the Quest, Atkins, and OWYN brand names.
+Added: Simply Good Foods is poised to expand its wellness platform through innovation and organic growth along with acquisition opportunities.
On April 29, 2024, the Company entered into a stock purchase agreement (the “Purchase Agreement”) to acquire Only What You Need, Inc.
1 unchanged sentence
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.
−Removed: The Company’s nutritious snacking platform consists of brands that specialize in providing products for consumers that follow certain nutritional philosophies and health-and-wellness trends:
−Removed: Quest for consumers seeking a variety of protein-rich foods and beverages that also limit sugars and simple carbs, Atkins for those following a low-carb lifestyle and OWYN for those looking for plant-based alternatives.
−Removed: The Company distributes its products in major retail channels, primarily in North America, including grocery, club, and mass merchandise, as well as through e-commerce, convenience, specialty, and other channels.
−Removed: The Company’s portfolio of nutritious snacking brands gives it a strong platform with which to introduce new products, expand distribution, and attract new consumers to its products.
+Added: Our nutritious snacking platform consists of brands that specialize in providing products for consumers that follow certain nutritional philosophies and health-and-wellness trends:
+Added: 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.
+Added: 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.
+Added: 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.
The common stock of Simply Good Foods is listed on the Nasdaq Capital Market under the symbol “SMPL.”
5 unchanged sentences
The accompanying financial statements include Consolidated Balance Sheets for the periods ended August 30, 2025, and August 31, 2024.
−Removed: The remaining financial statements include the fifty-three weeks ended August 31, 2024, the fifty-two weeks ended August 26, 2023, and the fifty-two weeks ended August 27, 2022.
+Added: The remaining financial statements include the fifty-two weeks ended August 30, 2025, the fifty-three weeks ended August 31, 2024, and the fifty-two weeks ended August 26, 2023.
The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries.
10 unchanged sentences
Additionally, assets acquired and liabilities assumed were recognized at their fair values based on widely accepted valuation techniques in accordance with ASC Topic 820, Fair Value Measurements, as of the closing date.
−Removed: The process for estimating fair values requires the use of significant estimates, assumptions and judgments, including determining the timing and estimates of
−Removed: future cash flows and developing appropriate discount rates.
+Added: The process for
+Added: estimating fair values requires the use of significant estimates, assumptions and judgments, including determining the timing and estimates of future cash flows and developing appropriate discount rates.
ASC 805 establishes a measurement period to provide the Company with a reasonable amount of time to obtain the information necessary to identify and measure various items in a business combination and cannot extend beyond one year from the acquisition date.
−Removed: Measurement period adjustments are recognized in the reporting period in which the adjustments are determined and calculated as if the accounting had been completed as of the acquisition date.
−Removed: The Company expects to complete the final fair value determination of the assets acquired and liabilities assumed as soon as practicable within the measurement period, but not to exceed one year from the acquisition date.
+Added: The Company completed its final assessment of purchase price allocation for the OWYN Acquisition to the estimated fair value of the net assets acquired at the date of acquisition during the fourth quarter of fiscal year 2025.
+Added: Measurement period adjustments were recognized in the reporting period in which the adjustments were determined and calculated as if the accounting had been completed at the acquisition date.
+Added: Refer to Note 3, Business Combination, for additional information regarding measurement period adjustments.
Fair Value Measurements
9 unchanged sentences
The Company sells its products for cash or on credit terms, which are established in accordance with local and industry practices and typically require payment within 30 days of delivery and may allow discounts for early payment.
−Removed: The Company estimates its allowance for doubtful accounts and the related expected credit loss based upon the Company’s historical credit loss experience, adjusted for asset-specific risk characteristics, current economic conditions, and reasonable forecasts.
+Added: The Company estimates its allowance for doubtful accounts and the related expected credit losses based upon the Company’s historical credit loss experience, adjusted for asset-specific risk characteristics, current economic conditions, and reasonable forecasts.
Accounts receivable are written off when determined to be uncollectible.
−Removed: Charges related to credit (recoveries) losses on accounts receivables from transactions with external customers were approximately $( 0.1 ) million, $ 0.7 million, and $ 0.1 million for the fifty-three weeks ended August 31, 2024, the fifty-two weeks ended August 26, 2023, and August 27, 2022, respectively.
+Added: Charges related to credit losses (recoveries) on accounts receivables from transactions with external customers were approximately $ 0.2 million, $( 0.1 ) million, and $ 0.7 million for the fifty-two weeks ended August 30, 2025, the fifty-three weeks ended August 31, 2024, and fifty-two weeks ended August 26, 2023, respectively.
As of August 30, 2025, and August 31, 2024, the allowance for doubtful accounts was $ 0.9 million and $ 0.7 million, respectively.
18 unchanged sentences
The Company performs impairment tests for Property and equipment, net when circumstances indicate that the carrying value of the asset may not be recoverable.
−Removed: There were no indicators of impairment in the fifty-three weeks ended August 31, 2024, August 26, 2023, or August 27, 2022.
+Added: There were no indicators of impairment in the fifty-two weeks ended August 30, 2025, fifty-three weeks ended August 31, 2024, or fifty-two weeks ended August 26, 2023.
Goodwill and Intangible Assets, Net
11 unchanged sentences
The quantitative approach compares the estimated fair value of the reporting unit, including goodwill, or the indefinite-lived intangible asset to its carrying amount.
+Added: The material inputs and assumptions underlying the quantitative assessments of goodwill and intangible impairment are based on operational forecasts derived from expectations of future operating performance, which require considerable management judgment regarding matters that are uncertain and susceptible to change.
+Added: Determining the estimated fair value requires multiple Level 3 inputs based on data available at the time of the quantitative assessment including, but not limited to, future revenue projections, discount rates, and royalty rates.
Impairment is indicated if the estimated fair value of the reporting unit or indefinite-lived intangible asset is less than the carrying amount, and an impairment charge is recognized for the differential.
−Removed: During the third quarter of the fiscal year ended August 31, 2024, the Company conducted a qualitative impairment assessment in the fiscal third quarter that identified potential indicators of impairment for the Atkins brand indefinite lived intangible asset.
−Removed: Accordingly, the Company proceeded to conduct a quantitative impairment assessment over the asset.
−Removed: Based on our testing, the asset had an excess fair value well over its respective carrying value, resulting in no impairment.
−Removed: During the fifty-three weeks ended August 31, 2024, the Company performed qualitative impairment assessments for its indefinite-lived intangible assets as of the first day of the fourth fiscal quarter.
−Removed: The qualitative assessment did not identify indicators of impairment, and it was determined that it was more likely than not each indefinite-lived intangible asset had fair values in excess of their carrying values.
−Removed: Accordingly, no further impairment assessments were necessary.
−Removed: There were no impairment charges related to indefinite-lived intangibles recognized in the fifty-three weeks ended August 31, 2024, August 26, 2023, or August 27, 2022, respectively.
−Removed: Refer to Note 5, Goodwill and Intangibles for additional information regarding the Company’s reporting units and impairment assessments.
Finite-lived intangible assets are amortized on a straight-line basis over their estimated useful lives.
The Company reviews for impairment indicators of finite-lived intangibles and other long-lived assets as described in the “Property and Equipment, Net” significant accounting policy.
+Added: The Company performed its qualitative annual impairment assessment for its indefinite-lived and finite-lived intangible assets as of the first day of the fourth quarter of fiscal year 2025, which did not identify indicators of impairment based on the information available at that time.
+Added: It was determined that it was more likely than not each indefinite-lived intangible asset had fair values in excess of their carrying values and its finite-lived intangible assets did not indicate that their carrying amounts may not be recoverable.
+Added: As a result of the declines of future revenue projections during the fourth quarter of fiscal year 2025, the Company conducted an additional qualitative impairment assessment that identified potential indicators of impairment for the Atkins brand indefinite-lived intangible asset and the licensing agreements finite-lived intangible asset.
+Added: Accordingly, the Company proceeded to conduct a quantitative impairment assessment over each asset.
+Added: Based on our testing, the respective assets carrying values exceeded their fair values, resulting in a loss on impairment of $60.9 million in the fifty-two weeks ended August 30, 2025.
+Added: There were no impairment charges related to the Company’s indefinite-lived or finite-lived intangibles recognized in the fifty-three weeks ended August 31, 2024, or fifty-two weeks ended August 26, 2023.
+Added: We believe the estimates and assumptions utilized in our impairment assessment are reasonable and are comparable to those that would be used by other marketplace participants.
+Added: However, actual events and results could differ substantially from those utilized in our valuations.
+Added: Significant declines of future revenue projections or changes of other assumptions used in estimating fair values versus those utilized at the time of the
+Added: initial valuations could result in further impairment charges that could materially affect the consolidated financial statements.
+Added: Refer to Note 5, Goodwill and Intangibles, for additional information regarding the Company’s reporting units and impairment assessments.
Deferred Financing Costs and Debt Discounts
20 unchanged sentences
Additionally, the Company reviewed for impairment indicators of its right-of-use assets and other long-lived assets as described in the “Property and Equipment, Net” significant accounting policy.
−Removed: Warrant Accounting
−Removed: The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks.
−Removed: The Company evaluates all of its financial instruments, including issued private placement stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC Topic 480, Distinguishing Liabilities from Equity, and ASC Topic 815-40, Derivatives and Hedging:
−Removed: Contracts in Entity’s Own Equity (“ASC 815-40”).
−Removed: The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is assessed as part of this evaluation.
−Removed: During the fifty-two weeks ended August 27, 2022, the Company had outstanding liability-classified private warrants that allowed holders to purchase 6,700,000 shares of the Company’s common stock (the “Private Warrants”).
−Removed: Such Private Warrants were held by Conyers Park Sponsor, LLC (“Conyers Park”), a related party.
−Removed: Each whole warrant entitled the holder to purchase one share of the Company’s common stock at a price of $ 11.50 per share.
−Removed: On January 7, 2022, Conyers Park elected to exercise the Private Warrants in full on a cashless basis, resulting in a net issuance of 4,830,761 shares of the Company’s common stock.
−Removed: As a result of the cashless exercise on January 7, 2022, there were no outstanding liability-classified Private Warrants as of August 31, 2024, or August 26, 2023.
−Removed: During the reporting periods the Private Warrants were outstanding, they were precluded from equity classification, being liability-classified.
−Removed: The Company accounted for these Private Warrants as a derivative warrant liability in accordance with ASC 815-40.
−Removed: Accordingly, the Company recognized the Private Warrants as a liability at fair value and adjusted the Private Warrants to fair value at each reporting period through other income.
−Removed: The fair value adjustments were determined using a Black-Scholes option-pricing methodology (“Black-Scholes model”).
−Removed: The valuation was primarily based on observable market data while the related theoretical private warrant volatility assumption within the Black-Scholes model represented a Level 3 measurement within the fair value measurement hierarchy.
−Removed: The periodic remeasurement of the Private Warrants was reflected in (Loss) in fair value change of warrant liability within the Consolidated Statements of Income and Comprehensive Income.
Revenue Recognition
3 unchanged sentences
This generally occurs when the product is delivered to or picked up by the customer based on applicable shipping terms, which is typically within 30 days.
−Removed: Revenue is measured as the amount of consideration expected to be received in exchange for fulfilled product orders, including
−Removed: estimates of variable consideration.
+Added: Revenue is measured as the amount of consideration expected to be received in exchange for fulfilled product orders, including estimates of variable consideration.
The most common forms of variable consideration include trade promotions, such as consumer incentives, coupon redemptions and other marketing activities, allowances for unsaleable product, and any additional amounts where a distinct good or service cannot be identified or the value cannot be reasonably estimated.
2 unchanged sentences
As of August 30, 2025, and August 31, 2024, the allowance for trade promotions was $ 37.8 million and $ 36.3 million, respectively.
−Removed: Estimates of variable consideration are made using various information including historical data on performance of similar trade promotional activities, market data from IRI, and the Company’s best estimate of current activity.
+Added: Estimates of variable consideration are made using various information including historical data on performance of similar trade promotional activities, market data from Circana, and the Company’s best estimate of current activity.
The Company reviews these estimates regularly and makes revisions as necessary.
1 unchanged sentence
Uncertainties related to the estimate of variable consideration are resolved in a short time frame and do not require any additional constraint on variable consideration.
−Removed: Adjustments to variable consideration are recognized in the period the adjustments are identified and have historically been insignificant.
+Added: Adjustments to variable consideration are recognized in
+Added: the period the adjustments are identified and have historically been insignificant.
Revenue is recognized net of any taxes collected from customers and subsequently remitted to governmental authorities.
22 unchanged sentences
Shipping and handling costs are recognized in Cost of goods sold .
−Removed: Costs relating to products shipped to customers were $ 93.5 million, $ 89.2 million, and $ 91.7 million for the fifty-three weeks ended August 31, 2024, and the fifty-two weeks ended August 26, 2023, and August 27, 2022, respectively.
+Added: Costs relating to products shipped to customers were $ 103.4 million, $ 93.5 million, and $ 89.2 million for the fifty-two weeks ended August 30, 2025, and the fifty-three weeks ended August 31, 2024, and fifty-two weeks ended August 26, 2023, respectively.
Advertising Costs
1 unchanged sentence
All other advertising costs are expensed when incurred or when the advertising service is received through Selling and marketing .
−Removed: Total advertising costs were $ 103.0 million, $ 79.2 million, and $ 84.3 million for the fifty-three weeks ended August 31, 2024, and the fifty-two weeks ended August 26, 2023, and August 27, 2022, respectively.
+Added: Total advertising costs were $ 76.1 million, $ 103.0 million, and $ 79.2 million for the fifty-two weeks ended August 30, 2025, the fifty-three weeks ended August 31, 2024, and the fifty-two weeks ended August 26, 2023, respectively.
Production costs related to television commercials not yet aired and prepaid advertising services not yet received are included in Prepaid expenses in the accompanying Consolidated Balance Sheets.
4 unchanged sentences
Research and development activities are primarily internal and associated costs are included in General and administrative .
−Removed: The Company’s total research and development expenses were $ 5.4 million, $ 4.3 million, and $ 4.1 million for the fifty-three weeks ended August 31, 2024, and the fifty-two weeks ended August 26, 2023, and August 27, 2022, respectively.
+Added: The Company’s total research and development expenses were $ 5.5 million, $ 5.4 million, and $ 4.3 million for the fifty-two weeks ended August 30, 2025, the fifty-three weeks ended August 31, 2024, and the fifty-two weeks ended August 26, 2023, respectively.
Share-Based Compensation
7 unchanged sentences
All matching contributions are made in cash.
−Removed: Expense associated with defined contribution plans was $ 1.6 million, $ 1.4 million, and $ 1.1 million for the fifty-three weeks ended August 31, 2024, and the fifty-two weeks ended August 26, 2023, and August 27, 2022, respectively.
+Added: Expense associated with defined contribution plans was $ 1.6 million, $ 1.6 million, and $ 1.4 million for the fifty-two weeks ended August 30, 2025, the fifty-three weeks ended August 31, 2024, and the fifty-two weeks ended August 26, 2023, respectively.
Foreign Currency Translation
7 unchanged sentences
Recently Issued Accounting Pronouncements Not Yet Adopted
−Removed: In March 2020, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2020-04, Reference Rate Reform (Topic 848), Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”), which provides optional guidance for a limited period of time to ease the potential burden in accounting for reference rate reform on financial reporting.
−Removed: Additionally, in December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848), Deferral of the Sunset Date of Topic 848, which extended the period of time for which ASU 2020-04 could be applied.
−Removed: As a result, the amendments in ASU 2020-04 can be applied to contract modifications due to rate reform and eligible existing and new hedging relationships entered into between March 12, 2020 and December 31, 2024.
−Removed: The amendments of these ASUs are effective for all entities and should be applied on a prospective basis.
−Removed: On January 21, 2022, the Company entered into a repricing amendment (the “2022 Repricing Amendment”) to its credit agreement with Barclays Bank PLC and other parties (as amended to date, the “Credit Agreement”), as described in Note 7, Long-Term Debt and Line of Credit.
−Removed: In addition to replacing the London Interbank Offered Rate (“LIBOR”) as the Credit Agreement’s reference rate with the Secured Overnight Financing Rate (“SOFR”), the 2022 Repricing Amendment contemporaneously modified other terms that changed, or had the potential to change, the amount or timing of contractual cash flows as contemplated by the guidance in ASU 2020-04.
−Removed: As such, the contract modifications related to the 2022 Repricing Amendment were outside of the scope of the optional guidance in ASU 2020-04.
−Removed: The Company will continue to monitor the effects of rate reform, if any, on any new or amended contracts through December 31, 2024.
−Removed: The Company does not anticipate the amendments in this ASU will be material to its consolidated financial statements.
−Removed: In November 2023, the FASB issued ASU No.
−Removed: 2023-07, Segment Reporting (Topic 280):
−Removed: Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which updates reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses.
−Removed: The amendments are effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024.
−Removed: Early adoption is permitted.
−Removed: The amendments should be applied retrospectively to all prior periods presented in the financial statements.
−Removed: The Company is currently evaluating the provisions of the amendments and the effect on its future consolidated financial statements.
In December 2023, the FASB issued ASU No.
4 unchanged sentences
The Company is currently evaluating the provisions of the amendments and the effect on its future consolidated financial statements.
−Removed: No other new accounting pronouncement issued or effective during the fiscal year had or is expected to have a material effect on the Company’s consolidated financial statements.
+Added: In November 2024, the FASB issued ASU No.
+Added: 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):
+Added: Disaggregation of Income Statement Expenses (“ASU 2024-03”), which will improve the disclosures about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses in commonly presented expense captions such as cost of sales, SG&A, and R&D.
+Added: The amendments are effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027.
+Added: Early adoption is permitted for annual financial statements that have not yet been issued or made available.
+Added: The amendments should be applied on either (1) prospectively to financial statements issued for reporting periods after the effective date or (2) retrospectively to any or all prior periods presented in the financial statements.
+Added: The Company is currently evaluating the provisions of the amendments and the effect on its future consolidated financial statements.
+Added: In September 2025, the FASB issued ASU No.
+Added: 2025-06, Intangibles - Goodwill and Other - Internal Use Software (“ASU 2025-06”), which will improve disclosures surrounding internal-use software and the timing of capitalization when companies use the incremental and iterative development method.
+Added: The amendments are effective for fiscal years beginning after December 15, 2027, and for interim periods within those fiscal years.
+Added: Early adoption is permitted.
+Added: The amendments should be applied on either (1) through a prospective transition approach (2) a retrospective transition approach (3) a modified transition approach that is based on the status of the project and whether software costs were capitalized before the date of adoption.
+Added: The Company is currently evaluating the provisions of the amendments and the effect on its future consolidated financial statements.
+Added: Recently Adopted Accounting Pronouncements
+Added: In November 2023, the FASB issued ASU No.
+Added: 2023-07, Segment Reporting (Topic 280):
+Added: Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which updates reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses.
+Added: The amendments are effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024.
+Added: Early adoption is permitted.
+Added: The amendments should be applied retrospectively to all prior periods presented in the financial statements.
+Added: The Company adopted this ASU as of the fourth quarter of fiscal year 2025.
+Added: The adoption of this ASU did not have a material effect on the consolidated financial statements.
+Added: Refer to Note 15, Segment and Customer Information, for additional information regarding the Company’s segment reporting.
+Added: No other new accounting pronouncements issued or effective during the fiscal year had or is expected to have a material effect on the Company’s consolidated financial statements.
Business Combination
On April 29, 2024 , the Company’s wholly owned subsidiary, Simply Good Foods, USA, Inc.
−Removed: entered into a stock purchase agreement (the “Purchase Agreement”) to acquire Only What You Need, Inc.
−Removed: (“OWYN”), a plant-based protein food company (the “OWYN Acquisition”), for approximately $ 280.0 million.
+Added: 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.
−Removed: The OWYN Acquisition was funded through a combination of incremental borrowings under our outstanding Term Facility, totaling $ 250.0 million, and cash on hand.
+Added: The OWYN Acquisition was funded through a combination of incremental borrowings under our outstanding Term Facility, as defined below, totaling $ 250.0 million and cash on hand.
+Added: In the second fiscal quarter of 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.
+Added: Business transaction costs within the Consolidated Statements of Income and Comprehensive Income for the fifty-two weeks ended August 30, 2025, were $ 0.8 million, which consisted of legal, accounting, and other costs.
Business transaction costs within the Consolidated Statements of Income and Comprehensive Income for the fifty-three weeks ended August 31, 2024, were $ 14.5 million, inclusive of $ 5.7 million of transaction advisory fees related to the OWYN Acquisition, $ 3.4 million of non-deferrable third-party financing costs incurred in connection with the 2024 Incremental Facility Amendment to the Credit Agreement, and $ 5.4 million of legal, due diligence, accounting, and other costs.
The OWYN Acquisition was accounted for as a business combination under ASC 805, Business Combinations (“ASC 805”), which requires, among other things, assets acquired and liabilities assumed to be measured at their acquisition date fair value.
−Removed: The following table sets forth the preliminary purchase price allocation of the OWYN Acquisition to the estimated fair value of the net assets acquired at the date of the Acquisition, in thousands.
−Removed: The preliminary purchase price allocation may be adjusted as a result of the finalization of the Company’s purchase price allocation procedures related to the assets acquired and liabilities assumed ;
−Removed: including, but not limited to, certain customary post-closing adjustments such as the finalization of working capital, tax return finalization, and other adjustments.
−Removed: The preliminary June 13, 2024, fair value is as follows:
+Added: The following table sets forth the final purchase price allocation, completed in the fourth fiscal quarter of 2025, of the OWYN Acquisition to the estimated fair value of the total assets acquired and liabilities assumed at the date of the Acquisition, in thousands.
+Added: The final June 13, 2024, fair value is as follows:
Assets acquired:
27 unchanged sentences
Goodwill represents the future economic benefits arising from other assets acquired that could not be individually identified and separately recognized.
−Removed: The final determination of the fair value of the assets acquired and liabilities assumed is expected to be completed in the fourth fiscal quarter of 2025.
Measurement period adjustments are recognized in the reporting period in which the adjustments are determined and calculated as if the accounting had been completed at the acquisition date.
−Removed: The final fair value determination of the assets acquired and liabilities assumed will be completed prior to one year from the transaction completion, consistent with ASC 805.
−Removed: The results of OWYN’s operations have been included in the Simply Good Foods' Consolidated Financial Statements since the acquisition date.
+Added: In the second fiscal quarter of 2025, a measurement period adjustment of $ 1.7 million was recorded to goodwill.
+Added: The final fair value determination of the assets acquired and liabilities assumed was completed prior to one year from the transaction completion, consistent with ASC 805.
+Added: The results of OWYN’s operations have been included in the Simply Good Foods' Consolidated Financial Statements since June 13, 2024, the acquisition date.
The Company has not disclosed earnings from the acquired OWYN business as they are immaterial.
21 unchanged sentences
Leasehold improvements 13,054 10,632
−Removed: Finance lease right-of-use-assets — 968
Construction in progress 13,352 3,713
2 unchanged sentences
Property and equipment, net $ 39,738 $ 24,830
−Removed: Total depreciation expense was $ 5.8 million for the fifty-three weeks ended August 31, 2024, $ 4.4 million for the fifty-two weeks ended August 26, 2023, and $ 3.2 million for the fifty-two weeks ended August 27, 2022.
+Added: The increase in Property and Equipment, net as of August 30, 2025, as compared to August 31, 2024, was primarily a result of purchases of property and equipment at our contract manufacturing facilities.
+Added: Total depreciation expense was $ 6.1 million for the fifty-two weeks ended August 30, 2025, $ 5.8 million for the fifty-three weeks ended August 31, 2024, and $ 4.4 million for the fifty-two weeks ended August 26, 2023.
Goodwill and Intangibles
−Removed: Changes to Goodwill during the fifty-three weeks ended August 31, 2024 were as follows:
+Added: Changes to Goodwill during the fifty-two weeks ended August 30, 2025, were as follows:
(In thousands) Goodwill
2 unchanged sentences
Balance as of August 31, 2024 $ 591,687
−Removed: The change in Goodwill during the fifty-three week period ended August 31, 2024, was the result of the acquisition method of accounting related to the OWYN Acquisition as described in Note 3.
−Removed: There were no changes in the Company’s goodwill in the fifty-two week period ended August 26, 2023.
−Removed: There were no impairment charges related to goodwill during the fifty-three weeks ended August 31, 2024, or since the inception of the Company.
+Added: Acquisition of business measurement period adjustments ( 1,713 )
+Added: Balance as of August 30, 2025 $ 589,974
+Added: The change in Goodwill during the fifty-two weeks ended August 30, 2025, and the fifty-three weeks ended August 31, 2024, was the result of the acquisition method of accounting related to the OWYN Acquisition as described in Note 3.
+Added: There were no changes in the Company’s goodwill in the fifty-two weeks ended August 26, 2023.
+Added: There were no impairment charges related to goodwill during the fifty-two weeks ended August 30, 2025, or since the inception of the Company.
Intangible assets, net in the Consolidated Balance Sheets consist of the following:
8 unchanged sentences
Software and website development costs 3 - 5 years 6,641 5,153 1,488
−Removed: Intangible assets in progress 3 - 5 years 439 — 439
$ 1,366,213 $ 104,610 $ 1,261,603
10 unchanged sentences
$ 1,425,973 $ 89,507 $ 1,336,466
−Removed: Changes in Intangible assets, net during the fifty-three weeks ended August 31, 2024, were primarily related to the OWYN Acquisition and recurring amortization expense.
+Added: Changes in Intangible assets, net during the fifty-two weeks ended August 30, 2025, were primarily related to the impairment of the Atkins brand and trademarks indefinite-lived intangible asset and the licensing agreements finite-lived intangible asset, and recurring amortization expense.
+Added: Changes related to the fifty-three weeks ended August 31, 2024, were primarily related to the OWYN Acquisition and recurring amortization expense.
In conjunction with the Acquisition, the Company acquired a brand indefinite lived intangible asset and a customer relationship intangible asset, which had fair values of approximately $ 223.0 million and $ 20.5 million as of the date of the Acquisition, respectively.
−Removed: Changes related to the fifty-two weeks ended August 26, 2023, and August 27, 2022, were primarily related to recurring amortization expense.
−Removed: During the third quarter of the fiscal year ended August 31, 2024, the Company conducted a qualitative impairment assessment that identified potential indicators of impairment for the Atkins brand indefinite lived intangible asset.
−Removed: Accordingly, the Company proceeded to conduct a quantitative impairment assessment over the asset.
−Removed: Based on our testing, the asset had an excess fair value well over its respective carrying value, resulting in no impairment.
−Removed: During the fifty-three weeks ended August 31, 2024, the Company performed qualitative impairment assessments for its indefinite-lived intangible assets as of the first day of the fourth quarter of fiscal year 2024.
−Removed: The qualitative assessment did not identify indicators of impairment, and it was determined that it was more likely than not each indefinite-lived intangible asset had fair values in excess of their carrying values.
−Removed: Accordingly, no further impairment assessments were necessary.
−Removed: There were no impairment charges related to indefinite-lived intangibles recognized in the fifty-three weeks ended August 31, 2024, August 26, 2023, or August 27, 2022, respectively.
−Removed: During the fifty-three weeks ended August 31, 2024, the Company did not identify indicators of impairment related to its finite-lived intangible assets, which are tested for impairment when events or circumstances indicated that the carrying amount may not be recoverable.
−Removed: There were no impairment charges related to the Company’s finite-lived intangible assets in the fifty-three weeks ended August 31, 2024, August 26, 2023, or August 27, 2022, respectively.
−Removed: Amortization expense related to intangible assets was $ 15.2 million for the fifty-three weeks ended August 31, 2024, $ 15.7 million for the fifty-two weeks ended August 26, 2023, and $ 15.8 million for the fifty-two weeks ended August 27, 2022.
+Added: Changes related to the fifty-two weeks ended August 26, 2023, were primarily related to recurring amortization expense.
+Added: The Company performed its qualitative annual impairment assessment for its indefinite-lived and finite-lived intangible assets as of the first day of the fourth quarter of fiscal year 2025, which did not identify indicators of impairment based on the information available at that time.
+Added: It was determined that it was more likely than not each indefinite-lived intangible asset had fair values in excess of their carrying values and its finite-lived intangible assets did not indicate that their carrying amounts may not be recoverable.
+Added: As a result of the declines of future revenue projections during the fourth quarter of fiscal year 2025, the Company conducted an additional qualitative impairment assessment that identified potential indicators of impairment for the Atkins brand indefinite-lived intangible asset and the licensing agreements finite-lived intangible asset.
+Added: Accordingly, the Company proceeded to conduct a quantitative impairment assessment over each asset.
+Added: Based on our testing, the respective assets carrying values exceeded their fair values, resulting in a loss on impairment of $60.9 million in the fifty-two weeks ended August 30, 2025.
+Added: There were no impairment charges related to the Company’s indefinite-lived or finite-lived intangibles recognized in the fifty-three weeks ended August 31, 2024, or fifty-two weeks ended August 26, 2023.
+Added: We believe the estimates and assumptions utilized in our impairment assessment are reasonable and are comparable to those that would be used by other marketplace participants.
+Added: However, actual events and results could differ substantially from those utilized in our valuations.
+Added: Significant declines of future revenue projections or changes of other assumptions used in estimating fair values versus those utilized at the time of the initial valuations could result in further impairment charges that could materially affect the consolidated financial statements.
+Added: Amortization expense related to intangible assets was $ 15.1 million for the fifty-two weeks ended August 30, 2025, $ 15.2 million for the fifty-three weeks ended August 31, 2024, and $ 15.7 million for the fifty-two weeks ended August 26, 2023.
Estimated future amortization for each of the next five fiscal years and thereafter is as follows:
17 unchanged sentences
Accrued expenses and other current liabilities $ 46,219 $ 49,791
−Removed: The increase in Accrued expenses and other current liabilities as of August 31, 2024, as compared to August 26, 2023, was primarily a result of the OWYN Acquisition.
Long-Term Debt and Line of Credit
−Removed: On July 7, 2017, the Company entered into a credit agreement with Barclays Bank PLC and other parties (as amended to date, the “Credit Agreement”).
+Added: On July 7, 2017, the Company (through certain of its subsidiaries) 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.
−Removed: Substantially
−Removed: concurrent with the consummation of the business combination which formed the Company between Conyers Park Acquisition Corp.
+Added: Substantially concurrent with the consummation of the business combination which formed the Company between Conyers Park Acquisition Corp.
and NCP-ATK Holdings, Inc.
14 unchanged sentences
No amounts under the Term Facility were repaid as a result of the execution of the 2024 Incremental Facility Amendment.
−Removed: Effective as of the 2024 Incremental Facility Amendment, the interest rate per annum for the Initial Term Loans is based on either:
+Added: 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.
+Added: Effective as of the 2025 Repricing Amendment, the interest rate per annum for the Initial Term Loans is based on either:
A base rate equaling the higher of (a) the “prime rate,” (b) the federal funds effective rate plus 0.50 %, or (c) the Adjusted Term SOFR Rate (as defined in the Credit Agreement) applicable for an interest period of one month plus 1.00 % plus (x) 1.00 % margin for the Term Loan or (y) 2.00 % margin for the Revolving Credit Facility;
−Removed: SOFR plus a credit spread adjustment equal to 0.10 % for one-month SOFR, 0.15 % for up to three-month SOFR and 0.25 % for up to six-month SOFR, subject to a floor of 0.50 %, plus (x) 2.50 % margin for the Term Loan or (y) 3.00 % margin for the Revolving Credit Facility.
−Removed: In connection with the closing of the 2024 Incremental Facility Amendment, the Company expensed $ 3.4 million of non-deferrable third-party costs through Business transaction costs and capitalized $ 1.2 million of third-party financing costs.
+Added: 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.
+Added: 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 expenses within the Consolidated Statements of Income and Comprehensive Income.
The Simply Good Foods Company is not a borrower under the Credit Agreement and has not provided a guarantee of the Credit Agreement.
13 unchanged sentences
$ 250,000 $ 400,000
−Removed: Finance lease liabilities (effective rate of 0.0% at August 31, 2024)
Deferred financing fees
−Removed: 397,485 281,792
−Removed: Current finance lease liabilities
Long-term debt, net of deferred financing fees
1 unchanged sentence
As of August 30, 2025, the Company had letters of credit in the amount of $ 0.9 million outstanding.
−Removed: These letters of credit offset against the $ 75.0 million availability of the Revolving Credit Facility and exist to support three of the Company’s leased buildings and insurance programs relating to workers’ compensation.
+Added: These letters of credit offset against the $ 75.0 million availability of the Revolving Credit Facility and exist to support two of the Company’s leased buildings.
No amounts were drawn against these letters of credit at August 30, 2025.
15 unchanged sentences
These valuations require significant judgment.
−Removed: Level 3 Measurements
−Removed: During the fifty-two weeks ended August 27, 2022, the Company had outstanding liability-classified Private Warrants that allowed holders to purchase 6,700,000 shares of the Company’s common stock.
−Removed: Such Private Warrants were held by Conyers Park Sponsor, LLC (“Conyers Park”), a related party.
−Removed: On January 7, 2022, Conyers Park elected to exercise the Private Warrants in full on a cashless basis, resulting in a net issuance of 4,830,761 shares of the Company’s common stock.
−Removed: As a result of Conyers Park’s election to exercise the Private Warrants, there were no outstanding liability-classified Private Warrants as of August 31, 2024, August 26, 2023, or August 27, 2022.
−Removed: Refer to Note 12, Stockholders’ Equity, for additional details regarding the cashless exercise of the Private Warrants.
−Removed: The Company utilized the Black-Scholes model to estimate the fair value of the Private Warrants at each reporting date.
−Removed: The application of the Black-Scholes model utilizes significant assumptions, including volatility.
−Removed: Significant judgment is required in determining the expected volatility, historically the key assumption, of the Private Warrants.
−Removed: In order to determine the most accurate measure of this volatility, the Company measured expected volatility based on several inputs, including considering a peer group of publicly traded companies, the Company’s implied volatility based on traded options, the implied volatility of comparable warrants, and the implied volatility of any outstanding public warrants during the periods they were outstanding.
−Removed: As a result of the unobservable inputs that were used to determine the expected volatility of the Private Warrants, the fair value measurement of these warrants reflected a Level 3 measurement within the fair value measurement hierarchy.
−Removed: The periodic remeasurement of the warrant liability has been reflected in (Loss) in fair value change of warrant liability within the Consolidated Statements of Income and Comprehensive Income.
−Removed: The adjustments for the fifty-two weeks ended August 27, 2022, resulted in a loss of $ 30.1 million.
−Removed: As a result of the warrant exercise on January 7, 2022, there was no associated adjustment during the fifty-three weeks ended August 31, 2024, or the fifty-two weeks ended August 26, 2023.
There were no transfers of financial instruments between the three levels of the fair value hierarchy during the fiscal years ended August 30, 2025, August 31, 2024, and August 26, 2023, respectively.
25 unchanged sentences
21.0 % 21.0 % 21.0 %
−Removed: Change in fair value of warrant liabilities
State income tax expense, net of federal 4.1 4.2 4.0
29 unchanged sentences
Net deferred tax liabilities $ ( 166,015 ) $ ( 166,012 )
−Removed: The Company had federal net operating loss carryforwards of $ 63.0 million and $ 0.0 million, state net operating loss carryforwards of $ 44.2 million and $ 0.3 million, and foreign net operating loss carryforwards of $ 1.7 million and $ 0.0 million at August 31, 2024 and August 26, 2023, respectively.
−Removed: Federal net operating loss carryforwards will begin to expire in 2037 and the state net operating loss carryforwards will begin to expire in 2031.
−Removed: As of August 31, 2024, the Company has no valuation allowances on its deferred tax assets.
+Added: The Company had federal net operating loss carryforwards of $ 35.6 million and $ 63.0 million, state net operating loss carryforwards of $ 30.8 million and $ 44.2 million, and foreign net operating loss carryforwards of $ 0.4 million and $ 1.7 million as of August 30, 2025 and August 31, 2024, respectively.
+Added: Federal net operating loss carryforwards do not expire and the state net operating loss carryforwards will begin to expire in 2036.
+Added: As of August 30, 2025, the Company has recorded total valuation allowances of $ 0.4 million, of which $ 0.4 million relates to valuation allowances on deferred tax assets related to foreign net operating loss carryforwards.
+Added: This amount represents a full valuation allowance on the deferred tax assets of foreign entities within Australia.
+Added: During the fifty-two weeks ended August 30, 2025, there was a $1.3 million decrease to the tax loss carryforwards in foreign jurisdictions.
+Added: As the carryforwards were generated in jurisdictions where the Company has historically recognized book losses or does not have strong future earnings projections, the Company concluded it is more likely than not that the operating losses would not be realized, and thus maintained a full valuation allowance against the associated deferred tax assets.
As of August 30, 2025, the Company does not intend to indefinitely reinvest its foreign earnings within its subsidiary in Canada and has not recognized any tax liabilities related to this jurisdiction.
11 unchanged sentences
The future utilization of federal net operating loss carryforwards generated after 2017 is limited to 80% of taxable income.
−Removed: An additional limitation applies to the use of federal net operating loss and credit carryforwards, under Section 382 of the Internal Revenue Code of
−Removed: 1986, as amended, that is applicable if the Company experiences an "ownership change”.
+Added: An additional limitation applies to the use of federal net operating loss and credit carryforwards, under Section 382 of the Internal Revenue Code of 1986, as amended, that is applicable if the Company experiences an "ownership change”.
The Company has experienced various “ownership changes” in prior years.
−Removed: With the OWYN Acquisition, an "ownership change" occurred in the current year.
The resulting Section 382 limitations are not expected to materially affect the Company’s ability to utilize carryforwards.
5 unchanged sentences
The Company continues to monitor developments and evaluate effects, if any, of these provisions on its results of operations and cash flows for future years.
−Removed: The components of lease expense were as follows.
+Added: On July 4, 2025, the H.R.1 tax law was enacted in the U.S.
+Added: (the “H.R.1 Tax Act”).
+Added: The H.R.1 Tax Act includes provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act of 2017, modifications to the international tax framework, and the restoration of favorable tax treatment for certain business provisions.
+Added: The H.R.1 Tax Act has multiple effective dates, beginning in calendar year 2025 and extending through calendar year 2027.
+Added: The Company is currently evaluating the impact of the H.R.1 Tax Act on its effective income tax rate, results of operations, financial condition and cash flows.
+Added: The Company generally leases office space and distribution centers in the United States through operating lease agreements.
+Added: As of the fifty-two weeks ended August 30, 2025, the Company has no finance lease agreements.
+Added: Our leases have remaining lease terms up to 7 years and most include an option to renew for additional terms.
+Added: The Company’s lease costs recognized in the Consolidated Statement of Operations consist of the following:
52-Weeks Ended 53-Weeks Ended 52-Weeks Ended
13 unchanged sentences
(1) Variable lease cost primarily consists of common area maintenance, such as cleaning and repairs.
−Removed: The right-of-use assets and corresponding liabilities related to both operating and finance leases are as follows:
+Added: The right-of-use assets and corresponding liabilities related to operating leases are as follows:
(In thousands) Balance Sheets Caption August 30, 2025 August 31, 2024
Operating lease right-of-use assets Other long-term assets $ 44,118 $ 35,097
−Removed: Finance lease right-of-use assets Property and equipment, net — 125
Total lease assets $ 44,118 $ 35,097
Operating lease liabilities Accrued expenses and other current liabilities $ 5,867 $ 5,494
−Removed: Finance lease liabilities Current maturities of long-term debt — 143
Operating lease liabilities Other long-term liabilities 49,494 34,330
7 unchanged sentences
Present value of lease liabilities $ 55,361
−Removed: The weighted-average remaining lease terms and weighted-average discount rates for operating and finance leases were as follows:
+Added: The weighted-average remaining lease terms and weighted-average discount rates for operating leases were as follows:
August 30, 2025 August 31, 2024
1 unchanged sentence
Operating leases 6.31 6.50
−Removed: Finance leases 0.00 0.61
Weighted-average discount rate
Operating leases 6.0 % 5.1 %
−Removed: Finance leases — % 5.6 %
Supplemental and other information related to leases was as follows:
13 unchanged sentences
Stockholders’ Equity
−Removed: Warrants to Purchase Common Stock
−Removed: During the fifty-two weeks ended August 27, 2022, the Company had outstanding liability-classified Private Warrants that allowed holders to purchase 6,700,000 shares of the Company’s common stock.
−Removed: Such Private Warrants were held by Conyers Park, a related party.
−Removed: Each whole warrant entitled the holder to purchase one share of the Company’s common stock at a price of $ 11.50 per share.
−Removed: On January 7, 2022, Conyers Park elected to exercise the Private Warrants in full on a cashless basis, resulting in a net issuance of 4,830,761 shares of the Company’s common stock.
−Removed: As a result of the cashless exercise on January 7, 2022, there were no outstanding liability-classified Private Warrants as of August 31, 2024, or August 26, 2023.
−Removed: As discussed in Note 8, Fair Value of Financial Instruments, the liability-classified warrants were remeasured on a recurring basis, primarily based on observable market data while the related theoretical private warrant volatility assumption within the Black-Scholes model represents a Level 3 measurement within the fair value measurement hierarchy.
−Removed: The periodic fair value remeasurements of the warrant liability, including the cashless exercise and the settlement of the warrant liability, have been reflected in (Loss) in fair value change of warrant liability within the Consolidated Statements of Income and Comprehensive Income.
Stock Repurchase Program
4 unchanged sentences
The stock repurchase program may be suspended or discontinued at any time by the Company and does not have an expiration date.
−Removed: The Company did not repurchase any shares of common stock during the fifty-three weeks ended August 31, 2024.
During the fifty-two weeks ended August 30, 2025, the Company repurchased 1,592,471 shares of common stock at an average share price of $ 31.95 per share.
+Added: The Company did not repurchase any shares of common stock during the fifty-three weeks ended August 31, 2024.
During the fifty-two weeks ended August 26, 2023, the Company repurchased 546,346 shares of common stock at an average share price of $ 30.11 per share.
As of August 30, 2025, approximately $ 20.7 million remained available under the stock repurchase program.
−Removed: Accumulated Other Comprehensive Loss
−Removed: During the fifty-two weeks ended August 27, 2022, the Company recognized a foreign currency translation gain of $ 1.1 million related to the liquidation of a foreign subsidiary.
−Removed: The gain is reflected as a component of Other income (expense) in Gain (loss) on foreign currency transactions within the Consolidated Statements of Income and Comprehensive Income.
+Added: On October 21, 2025, the Company's Board of Directors approved a $ 150.0 million increase to its existing stock repurchase program.
Earnings Per Share
Basic earnings or loss per share is based on the weighted average number of common shares issued and outstanding.
−Removed: In computing diluted earnings per share, basic earnings per share is adjusted for the assumed issuance of all potentially dilutive securities, including the Company’s employee stock options, non-vested stock units, and Private Warrants for the periods during which they were outstanding.
−Removed: During periods when the effect of the outstanding Private Warrants was dilutive, the Company assumed share settlement of the instruments as of the beginning of the reporting period and adjusted the numerator to remove the change in fair value of the warrant liability and adjusted the denominator to include the dilutive shares, calculated using the treasury stock method.
−Removed: During periods when the effect of the outstanding Private Warrants was anti-dilutive, the share settlement was excluded.
+Added: In computing diluted earnings per share, basic earnings per share is adjusted for the assumed issuance of all potentially dilutive securities, including the Company’s employee stock options and non-vested stock units.
In periods in which the Company has a net loss, diluted loss per share is based on the weighted average number of common shares issued and outstanding as the effect of including common stock equivalents outstanding would be anti-dilutive.
13 unchanged sentences
Diluted earnings per share from net income $ 1.02 $ 1.38 $ 1.32
−Removed: Diluted earnings per share calculations for the fifty-two weeks ended August 27, 2022, excluded 0.7 million shares issuable upon exercise of Private Warrants, respectively, that would have been anti-dilutive.
−Removed: Diluted earnings per share calculations for the fifty-three weeks ended August 31, 2024, and the fifty-two weeks ended August 26, 2023, and August 27, 2022, excluded 0.8 million shares, 0.6 million shares, and 0.3 million shares of common stock issuable upon exercise of stock options, respectively, that would have been anti-dilutive.
−Removed: Diluted earnings per share calculations for the fifty-three weeks ended August 31, 2024, and the fifty-two weeks ended August 26, 2023, and August 27, 2022, excluded an immaterial number of non-vested restricted stock units that would have been anti-dilutive.
+Added: Diluted earnings per share calculations for the fifty-two weeks ended August 30, 2025, the fifty-three weeks ended August 31, 2024, and the fifty-two weeks ended August 26, 2023, excluded 0.7 million shares, 0.8 million shares, and 0.6 million shares of common stock issuable upon exercise of stock options, respectively, that would have been anti-dilutive.
+Added: Diluted earnings per share calculations for the fifty-two weeks ended August 30, 2025, the fifty-three weeks ended August 31, 2024, and the fifty-two weeks ended August 26, 2023, excluded an immaterial number of non-vested restricted stock units that would have been anti-dilutive.
Omnibus Incentive Plan
2 unchanged sentences
Stock-based compensation expense is included within General and administrative expense, which is the same financial statement caption where the recipient’s other compensation is reported.
−Removed: For the fifty-three weeks ended August 31, 2024, and the fifty-two weeks ended August 26, 2023, and August 27, 2022, the Company recorded stock-based compensation expense of $ 18.4 million, $ 14.5 million, and $ 11.7 million, respectively.
+Added: For the fifty-two weeks ended August 30, 2025, and the fifty-three weeks ended August 31, 2024, and fifty-two weeks ended August 26, 2023, the Company recorded stock-based compensation expense of $ 15.3 million, $ 18.4 million, and $ 14.5 million, respectively.
In July 2017, the Company’s stockholders approved the 2017 Omnibus Incentive Plan (the “Incentive Plan”).
4 unchanged sentences
Stock options under the Incentive Plan generally become exercisable ratably over three years from the date of grant and must be exercised within ten years from the date of grant.
−Removed: The following table summarizes stock option activity for the fifty-three weeks ended August 31, 2024:
+Added: The following table summarizes stock option activity for the fifty-two weeks ended August 30, 2025:
(In thousands, except share and per share data) Shares underlying options Weighted average
18 unchanged sentences
1,476,243 $ 25.44 4.61 1,245,609 $ 23.31
−Removed: The weighted average fair value of options granted during the fifty-three weeks ended August 31, 2024, and the fifty-two weeks ended August 26, 2023, and August 27, 2022, were $ 14.36 , $ 16.58 , and $ 15.32 , respectively.
+Added: The weighted average fair value of options granted during the fifty-two weeks ended August 30, 2025, and the fifty-three weeks ended August 31, 2024, and fifty-two weeks ended August 26, 2023, were $ 16.47 , $ 14.36 , and $ 16.58 , respectively.
The fair value of each option grant is estimated on the date of grant using the Black-Scholes Option Pricing Model based on the following assumptions:
5 unchanged sentences
Risk-free rate of return 4.00 % 4.39 % 4.27 %
−Removed: As the Company has now been listed for more than five years for the years presented above, which is broadly consistent with the expected term of the options, the Company has based its Black-Scholes valuation model’s expected volatility assumption on the actual volatility of its daily closing share price over the period since listing to the valuation date.
+Added: As the Company has now been listed for more than six years for the years presented above, which is broadly consistent with the expected term of the options, the Company has based its Black-Scholes valuation model’s expected volatility assumption on the actual volatility of its daily closing share price over the period since listing to the valuation date.
The risk-free rates are based on the implied yield available on U.S.
2 unchanged sentences
As of August 30, 2025, the Company had $ 1.1 million of total unrecognized compensation cost related to stock option plans that will be recognized over a weighted average period of 0.9 years.
−Removed: During the fifty-three weeks ended August 31, 2024, and fifty-two weeks ended August 26, 2023, and August 27, 2022, the Company received $ 4.3 million, $ 5.2 million, and $ 4.3 million in cash from stock option exercises, respectively.
+Added: During the fifty-two weeks ended August 30, 2025, fifty-three weeks ended August 31, 2024, and fifty-two weeks ended August 26, 2023, the Company received $ 12.9 million, $ 4.3 million, and $ 5.2 million in cash from stock option exercises, respectively.
Restricted Stock Units
1 unchanged sentence
Restricted stock units under the Incentive Plan generally vest over three years .
−Removed: The following table summarizes restricted stock unit activity for the fifty-three weeks ended August 31, 2024:
+Added: The following table summarizes restricted stock unit activity for the fifty-two weeks ended August 30, 2025:
Units Weighted average
7 unchanged sentences
Performance Stock Units
−Removed: During the fifty-three weeks ended August 31, 2024, the Board of Directors granted performance stock units under the Company’s Incentive Plan.
−Removed: The number of shares issuable as a result of grants of performance stock units is determined based on the performance criteria of the Company’s relative total shareholder return, or relative TSR, measured for the Company and each company in the Russell 3000 Food & Beverage index using the immediately preceding 30-day average share price at the beginning and end of the applicable three -year performance period.
−Removed: The percentile rank of the Company’s TSR within the peer group determines the percent of the target award earned, ranging between 0 % and 200 %.
−Removed: The related compensation expense is recognized regardless of whether or not the market condition is satisfied, provided the requisite service is rendered.
−Removed: Performance stock units were valued using a Monte-Carlo simulation.
−Removed: The following table summarizes performance stock unit activity for the fifty-three weeks ended August 31, 2024:
+Added: During the fifty-two weeks ended August 30, 2025, the Board of Directors granted performance stock units under the Company’s 2017 Omnibus Incentive Plan.
+Added: The number of shares issuable as a result of grants of performance stock units is determined based on market-based criteria, performance-based criteria, or a combination of market-based criteria and performance-based criteria.
+Added: The number of shares may be increased or decreased based on the results of these metrics in accordance with the terms established at the date of grant.
+Added: For market-based criteria awards, the Company’s relative total shareholder return, or relative TSR, is measured for the Company and each company in the Russell 3000 Food & Beverage index using the immediately preceding 30-day average share price at the beginning and end of the applicable three -year performance period.
+Added: The percentile rank of the Company’s TSR relative to that of the peer group determines the percent of the target award earned, ranging between 0 % and 200 %.
+Added: The related compensation expense is recognized ratably over the term regardless of whether or not the market condition is satisfied, provided the requisite service is rendered.
+Added: These units are valued using a Monte Carlo simulation.
+Added: For Company financial performance-based criteria awards, we estimate the probability that the Company’s internally established performance criteria will be achieved at each reporting period and adjust compensation expense accordingly.
+Added: The performance metrics achieved determines the percent of the target award earned, ranging between 0% and 200%.
+Added: These units are valued using the closing market price of the Company’s common stock on the date of grant.
+Added: For market-based criteria and Company financial performance-based criteria awards, the Company’s TSR within the peer group and the performance metrics achieved determines the percent of the target award earned, ranging between 0% and 275%.
+Added: We estimate the probability that the performance criteria will be achieved at each reporting period and adjust compensation expense accordingly.
+Added: Should the performance-based criteria not be probable of being achieved, the compensation expense for the value of the award incorporating the market-based criteria is recognized ratably over the term, provided the requisite service is rendered.
+Added: These units are valued using a Monte Carlo simulation.
+Added: The following table summarizes performance stock unit activity for the fifty-two weeks ended August 30, 2025:
Units Weighted average
6 unchanged sentences
Performance stock units are generally granted to employees as a part of the annual grant in November of the associated fiscal year, although the Board of Directors reserves the right to administer mid-year grants from time to time as they see fit.
−Removed: The fair value of each performance stock unit grant is estimated on the date of grant using a Monte-Carlo simulation based on the following assumptions presented below which are associated with each year’s annual grant:
+Added: The fair value of each performance stock unit grant with a market-based TSR component is estimated on the date of grant using a Monte-Carlo simulation based on the following assumptions presented below which are associated with each year’s annual grant:
52-Weeks Ended 53-Weeks Ended 52-Weeks Ended
9 unchanged sentences
The Company’s SARs settle in shares of its common stock if and when the applicable vesting criteria has been met.
−Removed: SARs cliff vest three years from the date of grant and must be exercised within ten years .
−Removed: The following table summarizes SARs activity for the fifty-three weeks ended August 31, 2024:
+Added: The SARs outstanding as of August 30, 2025 cliff vested two years from the date of grant and must be exercised within five years from the date of grant.
+Added: The following table summarizes SARs activity for the fifty-two weeks ended August 30, 2025:
Shares Underlying SARs Weighted average
−Removed: exercise price Weighted average remaining contractual life (in years)
+Added: exercise price
Outstanding as of August 31, 2024 150,000 $ 37.67
2 unchanged sentences
Outstanding as of August 30, 2025 150,000 $ 37.67
−Removed: Vested and expected to vest as of August 31, 2024 150,000 $ — 0.00
+Added: Vested as of August 30, 2025 150,000 $ 37.67
Exercisable as of August 30, 2025 150,000 $ 37.67
The SARs exercised in the fifty-two weeks ended August 26, 2023, resulted in a net issuance of 38,850 shares of the Company’s common stock.
−Removed: The SARs granted in the fifty-two weeks ended August 26, 2023, are liability-classified;
+Added: The SARs outstanding as of the fifty-two weeks ended August 30, 2025 are liability-classified;
therefore, the related stock-based compensation expense is based on the vesting provisions and the fair value of the awards.
Segment and Customer Information
−Removed: Following the OWYN Acquisition, the Company's operations are organized into two operating segments, Quest and Atkins, and OWYN, which are aggregated into one reporting segment due to similar financial, economic and operating characteristics.
−Removed: The operating segments are also similar in the following areas:
+Added: Segment Information
+Added: The Company's operations are organized into two operating segments, Quest and Atkins, and OWYN, which are aggregated into one reportable segment due to similar financial, economic and operating characteristics.
+Added: The operating segments are similar in the following areas:
(a) the nature of the products;
4 unchanged sentences
The Company also designed its organizational structure to support entity-wide business functions across brands, products, customers, and geographic regions.
−Removed: As a result, during the fifty-three weeks ended August 31, 2024, the Company determined its operations are organized into two operating segments, which were aggregated into one reporting segment due to similar financial, economic and operating characteristics.
−Removed: During the fifty-two weeks ended August 26, 2023, and August 27, 2022, the Company determined its operations are organized into one , consolidated operating segment and reportable segment.
−Removed: Reconciliation of the totals of reported segment revenue, profit or loss measurement, assets and other significant items reported by segment to the corresponding GAAP totals is not applicable to the Company as it only has one reportable segment.
−Removed: Additionally, revenue from transactions with external customers for each of Simply Good Foods’ products would be impracticable to disclose and management does not view its business by product line.
+Added: As a result, as of the fifty-two weeks ended August 30, 2025, and fifty-three weeks ended August 31, 2024, the Company determined its operations are organized into two operating segments, which are aggregated into one reportable segment, represented by the Company’s consolidated financial statements, due to similar financial, economic and operating characteristics.
+Added: As of the fifty-two weeks ended August 26, 2023, the Company determined its operations were organized into one consolidated operating segment and reportable segment.
+Added: The Chief Operating Decision Maker (“CODM”) is the Chief Executive Officer (“CEO”).
+Added: The CODM regularly reviews consolidated segment performance including net sales, significant expenses, net income, Adjusted EBITDA, budget to actual variance analysis, as well as other key metrics.
+Added: The CODM uses net income as the measure of profitability to assess segment performance and allocate resources.
+Added: The accounting policies of the segment are the same as those described in Note 2, Summary of Significant Accounting Policies.
+Added: The following table summarizes our segment net sales, significant expenses, and net income for the fifty-two weeks ended August 30, 2025, fifty-three weeks ended August 31, 2024, and fifty-two weeks ended August 26, 2023:
+Added: 52-Weeks Ended 53-Weeks Ended 52-Weeks Ended
+Added: August 30, 2025 August 31, 2024 August 26, 2023
+Added: Net sales $ 1,450,920 $ 1,331,321 $ 1,242,672
+Added: Cost of goods sold 925,173 819,755 789,252
+Added: Operating expenses:
+Added: Selling and marketing 134,282 143,929 119,489
+Added: General and administrative 155,930 129,699 111,566
+Added: Depreciation and amortization 16,900 16,917 17,416
+Added: Business transaction costs 820 14,524 —
+Added: Loss on impairment 60,928 — —
+Added: Other income (expense) ( 20,984 ) ( 20,447 ) ( 29,257 )
+Added: Income tax expense 32,289 46,741 42,117
+Added: Net income $ 103,614 $ 139,309 $ 133,575
+Added: Geographic Information
The following is a summary of revenue disaggregated by geographic area and brand:
18 unchanged sentences
Significant Customers
−Removed: Credit risk for the Company was concentrated in three customers who each comprised more than 10% of the Company’s total sales for the fifty-three weeks ended August 31, 2024, and fifty-two weeks ended August 26, 2023, and August 27, 2022.
+Added: Credit risk for the Company was concentrated in two customers who each comprised more than 10% of the Company’s total sales for the fifty-two weeks ended August 30, 2025, fifty-three weeks ended August 31, 2024, and fifty-two weeks ended August 26, 2023:
52-Weeks Ended 53-Weeks Ended 52-Weeks Ended
2 unchanged sentences
Customer 2 18 % 18 % 16 %
−Removed: Customer 3 n/a n/a 10 %
−Removed: n/a - Not applicable as the customer was not significant during these fiscal years.
At August 30, 2025, and August 31, 2024, the following amounts of the Company’s accounts receivable, net were related to these significant customers for the periods in which the customers were significant:
2 unchanged sentences
Customer 2 $ 46,225 28 % $ 51,411 34 %
−Removed: Restructuring and Related Charges
−Removed: In May 2020, the Company announced certain restructuring activities in conjunction with the implementation of the Company’s future-state organization design, which created a fully integrated organization with its completed Quest Acquisition.
−Removed: The new organization design became effective on August 31, 2020.
−Removed: These restructuring plans primarily included workforce reductions, changes in management structure, and the relocation of business activities from one location to another.
−Removed: The Company substantially completed the aforementioned restructuring activities during the fifty-two weeks ended August 27, 2022.
−Removed: During the fifty-two weeks ended August 27, 2022, the Company incurred $0.1 million of restructuring charges which included an immaterial gain on lease termination related to its lease in the Netherlands.
−Removed: Since the announcement of the restructuring activities in May 2020, the Company incurred aggregate restructuring and restructuring-related costs of $9.9 million.
−Removed: The one-time termination benefits and employee severance costs incurred in relation to these restructuring activities were accounted for in accordance with ASC Topic 420, Exit or Disposal Cost Obligations, and ASC Topic 712, Compensation - Nonretirement Post-employment Benefits, respectively.
−Removed: The Company recognized a liability and the related expense for these restructuring costs when the liability was incurred and could be measured.
−Removed: Restructuring accruals were based upon management estimates at the time and could change depending upon changes in facts and circumstances subsequent to the date the original liability was recorded.
−Removed: The effect of these restructuring activities was included within General and administrative on the Consolidated Statements of Income and Comprehensive Income.
−Removed: No restructuring and restructuring-related costs were incurred in the fifty-three weeks ended August 31, 2024, or the fifty-two weeks ended August 26, 2023.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
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.