10-Q 1 atk-20240224.htm 10-Q atk-20240224
The Simply Good Foods 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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________________________
FORM 10-Q
_______________________________________________________
(Mark One) 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended February 24, 2024
OR
oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________

Commission File Number: 001-38115
___________________________________________________________________________________________________________
The Simply Good Foods Company
(Exact name of registrant as specified in its charter)
SGF Logo_Primary (1).jpg
___________________________________________________________________________________________________________
Delaware82-1038121
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
1225 17th Street, Suite 1000
Denver, CO 80202
(Address of principal executive offices and zip code)
(303) 633-2840
(Registrant’s telephone number, including area code)
___________________________________________________________________________________________________________

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading symbolName of each exchange on which registered
Common Stock, par value $0.01 per shareSMPLNasdaq
 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No ☐
 
Indicate by check mark whether the registrant has submitted electronically every Interactive Date File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No ☐ 






Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer Accelerated filer
Non-accelerated filer Smaller reporting company
  Emerging growth company



If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

As of April 1, 2024, there were 99,988,966 shares of common stock, par value $0.01 per share, issued and outstanding.    



THE SIMPLY GOOD FOODS COMPANY AND SUBSIDIARIES
FORM 10-Q
FOR THE QUARTER ENDED FEBRUARY 24, 2024



INDEX

2


PART I. Financial Information

Item 1. Financial Statements (Unaudited)

The Simply Good Foods Company and Subsidiaries
Consolidated Balance Sheets
(Unaudited, dollars in thousands, except share and per share data)

February 24, 2024August 26, 2023
Assets
Current assets:
Cash$135,876 $87,715 
Accounts receivable, net
147,513 145,078 
Inventories
115,785 116,591 
Prepaid expenses
11,775 6,294 
Other current assets
24,893 15,974 
Total current assets
435,842 371,652 
Long-term assets:
Property and equipment, net
22,701 24,861 
Intangible assets, net
1,100,611 1,108,119 
Goodwill
543,134 543,134 
Other long-term assets
45,278 49,318 
Total assets
$2,147,566 $2,097,084 
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable
$55,601 $52,712 
Accrued interest
1,376 1,940 
Accrued expenses and other current liabilities
46,660 35,062 
Current maturities of long-term debt
24 143 
Total current liabilities
103,661 89,857 
Long-term liabilities:
Long-term debt, less current maturities
237,641 281,649 
Deferred income taxes
123,855 116,133 
Other long-term liabilities
34,927 38,346 
Total liabilities
500,084 525,985 
See commitments and contingencies (Note 9)
Stockholders’ equity:
Preferred stock, $0.01 par value, 100,000,000 shares authorized, none issued
  
Common stock, $0.01 par value, 600,000,000 shares authorized, 102,353,618 and 101,929,868 shares issued at February 24, 2024 and August 26, 2023, respectively1,024 1,019 
Treasury stock, 2,365,100 shares and 2,365,100 shares at cost at February 24, 2024 and August 26, 2023, respectively(78,451)(78,451)
Additional paid-in-capital
1,310,605 1,303,168 
Retained earnings
416,640 347,956 
Accumulated other comprehensive loss
(2,336)(2,593)
Total stockholders’ equity
1,647,482 1,571,099 
Total liabilities and stockholders’ equity$2,147,566 $2,097,084 

See accompanying notes to the unaudited consolidated financial statements.
3

The Simply Good Foods Company and Subsidiaries
Consolidated Statements of Operations and Comprehensive Income
(Unaudited, dollars in thousands, except share and per share data)

Thirteen Weeks EndedTwenty-Six Weeks Ended
February 24, 2024February 25, 2023February 24, 2024February 25, 2023
Net sales$312,199 $296,584 $620,877 $597,462 
Cost of goods sold195,329 193,852 388,889 383,738 
Gross profit116,870 102,732 231,988 213,724 
Operating expenses:
Selling and marketing34,643 29,948 66,633 58,482 
General and administrative29,933 25,934 56,883 51,575 
Depreciation and amortization4,211 4,345 8,569 8,672 
Total operating expenses68,787 60,227 132,085 118,729 
Income from operations48,083 42,505 99,903 94,995 
Other income (expense):
Interest income924 246 2,014 253 
Interest expense(5,596)(8,497)(11,630)(15,552)
(Loss) gain on foreign currency transactions(23)(214)203 (106)
Other income  6 6 
Total other expense(4,695)(8,465)(9,407)(15,399)
Income before income taxes43,388 34,040 90,496 79,596 
Income tax expense10,265 8,398 21,812 18,094 
Net income$33,123 $25,642 $68,684 $61,502 
Other comprehensive income:
Foreign currency translation, net of reclassification adjustments(15)53 257 (169)
Comprehensive income$33,108 $25,695 $68,941 $61,333 
Earnings per share from net income:
Basic$0.33 $0.26 $0.69 $0.62 
Diluted$0.33 $0.25 $0.68 $0.61 
Weighted average shares outstanding:
Basic99,905,643 99,495,657 99,767,769 99,346,439 
Diluted101,276,575 100,840,887 101,212,408 100,802,169 

See accompanying notes to the unaudited consolidated financial statements.
4

The Simply Good Foods Company and Subsidiaries
Consolidated Statements of Cash Flows
(Unaudited, dollars in thousands)

Twenty-Six Weeks Ended
February 24, 2024February 25, 2023
Operating activities
Net income
$68,684 $61,502 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization10,792 9,904 
Amortization of deferred financing costs and debt discount992 1,219 
Stock compensation expense8,736 6,332 
Estimated credit (gains) losses(140)219 
Unrealized (loss) gain on foreign currency transactions(203)106 
Deferred income taxes7,722 6,845 
Amortization of operating lease right-of-use asset3,489 3,330 
Other(552)118 
Changes in operating assets and liabilities:
Accounts receivable, net(1,911)(15,899)
Inventories820 11,063 
Prepaid expenses(5,447)(2,145)
Other current assets(9,220)(4,096)
Accounts payable2,399 (2,359)
Accrued interest(564)12 
Accrued expenses and other current liabilities11,076 (19,583)
Other assets and liabilities(2,682)(3,222)
Net cash provided by operating activities
93,991 53,346
Investing activities
Purchases of property and equipment(1,087)(1,738)
Investments in intangible and other assets(191)(195)
Net cash used in investing activities
(1,278)(1,933)
Financing activities
Proceeds from option exercises3,015 4,791 
Tax payments related to issuance of restricted stock units and performance stock units(3,750)(2,401)
Payments on finance lease obligations(121)(151)
Cash received on repayment of note receivable1,200  
Repurchase of common stock (16,448)
Principal payments of long-term debt(45,000)(41,500)
Net cash used in financing activities
(44,656)(55,709)
Cash and cash equivalents
Net increase (decrease) in cash48,057 (4,296)
Effect of exchange rate on cash104 9 
Cash at beginning of period87,715 67,494 
Cash and cash equivalents at end of period
$135,876 $63,207 


5

Twenty-Six Weeks Ended
February 24, 2024February 25, 2023
Supplemental disclosures of cash flow information
Cash paid for interest
$11,202 $14,321 
Cash paid for taxes
$14,884 $15,747 
Non-cash investing and financing transactions
Non-cash credits for repayment of note receivable$445 $78 
Non-cash additions to property and equipment$21 $ 
Non-cash additions to intangible assets$31 $ 

See accompanying notes to the unaudited consolidated financial statements.
6

The Simply Good Foods Company and Subsidiaries
Consolidated Statements of Stockholders’ Equity
(Unaudited, dollars in thousands, except share data)
Common StockTreasury StockAdditional Paid-In CapitalRetained EarningsAccumulated Other Comprehensive LossTotal
SharesAmountSharesAmount
Balance at August 26, 2023101,929,868 $1,019 2,365,100 $(78,451)$1,303,168 $347,956 $(2,593)$1,571,099 
Net income— — — — — 35,561 — 35,561 
Stock-based compensation— — — — 3,888 — — 3,888 
Foreign currency translation adjustments— — — — — — 272 272 
Repurchase of common stock— —   — — —  
Shares issued upon vesting of restricted stock units and performance stock units245,365 3 — — (3,645)— — (3,642)
Exercise of options to purchase common stock  — —  — —  
Balance at November 25, 2023102,175,233 $1,022 2,365,100 $(78,451)$1,303,411 $383,517 $(2,321)$1,607,178 
Net income— — — — — 33,123 — 33,123 
Stock-based compensation— — — — 4,288 — — 4,288 
Foreign currency translation adjustments— — — — — — (15)(15)
Repurchase of common stock— —   — — —  
Shares issued upon vesting of restricted stock units5,285 — — — (107)— — (107)
Exercise of options to purchase common stock173,100 2 — — 3,013 — — 3,015 
Balance at February 24, 2024102,353,618 $1,024 2,365,100 $(78,451)$1,310,605 $416,640 $(2,336)$1,647,482 

Common StockTreasury StockAdditional Paid-In CapitalRetained EarningsAccumulated Other Comprehensive LossTotal
SharesAmountSharesAmount
Balance at August 27, 2022101,322,834 $1,013 1,818,754 $(62,003)$1,287,224 $214,381 $(1,951)$1,438,664 
Net income— — — — — 35,860 — 35,860 
Stock-based compensation— — — — 3,237 — — 3,237 
Foreign currency translation adjustments— — — — — — (222)(222)
Repurchase of common stock— — 546,346 (16,448)— — — (16,448)
Shares issued upon vesting of restricted stock units and performance stock units180,342 2 — — (2,300)— — (2,298)
Exercise of options and stock appreciation rights to purchase common stock353,281 4 — — 4,559 — — 4,563 
Balance at November 26, 2022101,856,457 $1,019 2,365,100 $(78,451)$1,292,720 $250,241 $(2,173)$1,463,356 
Net income— — — — — 25,642 — 25,642 
Stock-based compensation— — — — 2,739 — — 2,739 
Foreign currency translation adjustments— — — — — — 53 53 
Repurchase of common stock— —   — — —  
Shares issued upon vesting of restricted stock units4,584 — — — (103)— — (103)
Exercise of options to purchase common stock12,130 — — — 228 — — 228 
Balance at February 25, 2023101,873,171 $1,019 2,365,100 $(78,451)$1,295,584 $275,883 $(2,120)$1,491,915 
See accompanying notes to the unaudited consolidated financial statements.
7

Notes to Unaudited Consolidated Financial Statements
(Unaudited, dollars in thousands, except for share and per share data)

1. Nature of Operations and Principles of Consolidation

Description of Business

    The Simply Good Foods Company (“Simply Good Foods” or the “Company”) is a consumer packaged food and beverage company that aims to lead the nutritious snacking movement with trusted brands that offer a variety of convenient, innovative, great-tasting, better-for-you snacks and meal replacements, and other product offerings. 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® and Atkins® brand names. Simply Good Foods is poised to expand its wellness platform through innovation and organic growth along with acquisition opportunities in the nutritional snacking space.

    The Company’s nutritious snacking platform consists of brands that specialize in providing products for consumers that follow certain nutritional philosophies and health-and-wellness trends: Quest® for consumers seeking a variety of protein-rich foods and beverages that also limit sugars and simple carbs and Atkins® for those following a low-carb lifestyle. The Company distributes its products in major retail channels, primarily in North America, including grocery, club, and mass merchandise, as well as through e-commerce, convenience, specialty, and other channels. The Company’s portfolio of nutritious snacking brands gives it a strong platform with which to introduce new products, expand distribution, and attract new consumers to its products.

    The common stock of Simply Good Foods is listed on the Nasdaq Capital Market under the symbol “SMPL.”

Unaudited Interim Consolidated Financial Statements

    The unaudited interim consolidated financial statements include the accounts of Simply Good Foods and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated. Unless the context otherwise requires, “we,” “us,” “our” and the “Company” refer to Simply Good Foods and its subsidiaries.

    The Company maintains its accounting records on a 52/53-week fiscal year, ending on the last Saturday in August of each year.

    The interim consolidated financial statements and related notes of the Company and its subsidiaries are unaudited. The unaudited interim consolidated financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) and the rules and regulations of the Securities and Exchange Commission (the “SEC”). The unaudited interim consolidated financial statements reflect all adjustments and disclosures which are, in the Company’s opinion, necessary for a fair presentation of the results of operations, financial position and cash flows for the indicated periods. All such adjustments were of a normal and recurring nature unless otherwise disclosed. The year-end balance sheet data was derived from the audited financial statements and, in accordance with the instructions to Form 10-Q, certain information and footnote disclosures required by GAAP have been condensed or omitted. The results reported in these unaudited interim consolidated financial statements are not necessarily indicative of the results that may be reported for the entire fiscal year and should be read in conjunction with the Company’s consolidated financial statements for the fiscal year ended August 26, 2023, included in the Company’s Annual Report on Form 10-K (“Annual Report”) filed with the SEC on October 24, 2023.

2. Summary of Significant Accounting Policies

    Refer to Note 2, Summary of Significant Accounting Policies, to the consolidated financial statements included in the Annual Report for a description of significant accounting policies.

8

Recently Issued and Adopted Accounting Pronouncements

Recently Issued Accounting Pronouncements Not Yet Adopted

    In March 2020, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2020-04, Reference Rate Reform (Topic 848), Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“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. 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. 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. The amendments of these ASUs are effective for all entities and are applied on a prospective basis.

    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 5, Long-Term Debt and Line of Credit. 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. As such, the contract modifications related to the 2022 Repricing Amendment were outside of the scope of the optional guidance in ASU 2020-04. The Company will continue to monitor the effects of rate reform, if any, on any new or amended contracts through December 31, 2024. The Company does not anticipate the amendments in this ASU will be material to its consolidated financial statements.

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which updates reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses. The amendments are effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The amendments should be applied retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the provisions of the amendments and the effect on its future consolidated financial statements.

In December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2023-09, Income Taxes (Topic 740), Improvements to Income Tax Disclosures (“ASU 2023-09”), which updates disclosures required in the footnotes to the financial statements to further aid investors in understanding how to analyze income tax reporting. The amendments are effective for fiscal years beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available. The amendments should be applied on a prospective basis, however, retrospective application is permitted. The Company is currently evaluating the provisions of the amendments and the effect on its future consolidated financial statements.

    No other new accounting pronouncement issued or effective during the fiscal year had or is expected to have a material effect on the Company’s consolidated financial statements.

3. Revenue Recognition

    Revenue from transactions with external customers for each of the Company’s products would be impracticable to disclose and management does not view its business by product line. The following is a summary of revenue disaggregated by geographic area and brands:
Thirteen Weeks EndedTwenty-Six Weeks Ended
(In thousands)February 24, 2024February 25, 2023February 24, 2024February 25, 2023
North America (1)
Atkins$122,755 $134,351 $242,253 $266,096 
Quest180,874 154,598 362,337 316,070 
Total North America303,629 288,949 604,590 582,166 
International8,570 7,635 16,287 15,296 
Total net sales$312,199 $296,584 $620,877 $597,462 
(1) The North America geographic area consists of net sales substantially related to the United States and there is no individual foreign country to which more than 10% of the Company’s net sales are attributed or that is otherwise deemed individually material.

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    Charges related to credit loss on accounts receivable from transactions with external customers were $(0.2) million and $(0.1) million for the thirteen and twenty-six weeks ended February 24, 2024, respectively. Charges related to credit loss on accounts receivables from transactions with external customers were $0.4 million and $0.2 million for the thirteen and twenty-six weeks ended February 25, 2023, respectively. As of February 24, 2024, and August 26, 2023, the allowances for doubtful accounts related to these accounts receivable were $0.7 million and $1.9 million, respectively.

4. Goodwill and Intangibles

    As of February 24, 2024, and August 26, 2023, Goodwill in the Consolidated Balance Sheets was $543.1 million. There were no impairment charges related to goodwill during the thirteen and twenty-six weeks ended February 24, 2024, or since the inception of the Company.

    Intangible assets, net in the Consolidated Balance Sheets consists of the following:
February 24, 2024
(In thousands)Useful lifeGross carrying amountAccumulated amortizationNet carrying
amount
Intangible assets with indefinite life:
Brands and trademarksIndefinite life$974,000 $— $974,000 
Intangible assets with finite lives:
Customer relationships15 years174,000 59,103 114,897 
Licensing agreements13 years22,000 11,457 10,543 
Proprietary recipes and formulas7 years7,000 6,631 369 
Software and website development costs3-5 years6,328 5,800 528 
Intangible assets in progress3-5 years274  274 
$1,183,602 $82,991 $1,100,611 
August 26, 2023
(In thousands)Useful lifeGross carrying amountAccumulated amortizationNet carrying
amount
Intangible assets with indefinite life:
Brands and trademarksIndefinite life$974,000 $— $974,000 
Intangible assets with finite lives:
Customer relationships15 years174,000 53,303 120,697 
Licensing agreements13 years22,000 10,498 11,502 
Proprietary recipes and formulas7 years7,000 6,131 869 
Software and website development costs3-5 years6,328 5,356 972 
Intangible assets in progress3-5 years79  79 
$1,183,407 $75,288 $1,108,119 

    Changes in Intangible assets, net during the twenty-six weeks ended February 24, 2024, were primarily related to recurring amortization expense. Amortization expense related to intangible assets was $3.8 million and $3.9 million for the thirteen weeks ended February 24, 2024, and February 25, 2023, respectively, and $7.7 million and $7.8 million for the twenty-six weeks ended February 24, 2024, and February 25, 2023, respectively. There were no impairment charges related to intangible assets during the thirteen and twenty-six weeks ended February 24, 2024 and February 25, 2023.
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    Estimated future amortization for each of the next five fiscal years and thereafter is as follows:

(In thousands)Amortization
Remainder of 2024$7,704 
202513,980 
202613,740 
202713,556 
202813,517 
2029 and thereafter63,840 
Total$126,337 

5. Long-Term Debt and Line of Credit

    On July 7, 2017, the Company (through certain of its subsidiaries) entered into 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, the Company entered into a second amendment (the “Incremental Facility Amendment”) to the Credit Agreement to increase the principal borrowed on the Term Facility by $460.0 million. The Term Facility together with the incremental borrowing make up the Initial Term Loans (as defined in the Incremental Facility Amendment). The Incremental Facility Amendment was executed to partially finance the acquisition of Quest Nutrition, LLC on November 7, 2019. No amounts under the Term Facility were repaid as a result of the execution of the Incremental Facility Amendment.

    Effective as of December 16, 2021, the Company entered into a third amendment (the “Extension Amendment”) to the Credit Agreement. The Extension Amendment 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, the Company 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.

The 2023 Repricing Amendment did not change the interest rate on the Revolving Credit Facility, which continues to bear interest based upon the Company’s consolidated net leverage ratio as of the end of the fiscal quarter for which consolidated financial statements are delivered to the Administrative Agent under the Credit Agreement. No additional debt was incurred, or any proceeds received by the Company in connection with the 2023 Repricing Amendment. No amounts under the Term Facility were repaid as a result of the execution of the 2023 Repricing Amendment.

    Effective as of the 2023 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) 1.50% margin for the Term Loan or (y) 2.00% margin for the Revolving Credit Facility; or
ii.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.

In connection with the closing of the 2023 Repricing Amendment, the Company expensed $2.4 million primarily for third-party fees and capitalized an additional $2.7 million primarily for the payment of upfront lender fees (original issue discount).
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The Simply Good Foods Company is not a borrower under the Credit Agreement and has not provided a guarantee of the Credit Agreement. Simply Good Foods USA, Inc., is the administrative borrower and certain other subsidiary holding companies are co-borrowers under the Credit Agreement. Each of the Company’s domestic subsidiaries that is not a named borrower under the Credit Agreement has provided a guarantee on a secured basis. As security for the payment or performance of the debt under the Credit Agreement, the borrowers and the guarantors have pledged certain equity interests in their respective subsidiaries and granted the lenders a security interest in substantially all of their domestic assets. All guarantors other than Quest Nutrition, LLC are holding companies with no assets other than their investments in their respective subsidiaries.

    The Credit Agreement contains certain financial and other covenants that limit the Company’s ability to, among other things, incur and/or undertake asset sales and other dispositions, liens, indebtedness, certain acquisitions and investments, consolidations, mergers, reorganizations and other fundamental changes, payment of dividends and other distributions to equity and warrant holders, and prepayments of material subordinated debt, in each case, subject to customary exceptions materially consistent with credit facilities of such type and size. The Revolving Credit Facility has a maximum total net leverage ratio equal to or less than 6.00:1.00 contingent on credit extensions in excess of 30% of the total amount of commitments available under the Revolving Credit Facility. Any failure to comply with the restrictions of the credit facilities may result in an event of default. The Company was in compliance with all covenants as of February 24, 2024 and August 26, 2023, respectively.

    Long-term debt consists of the following:
(In thousands)February 24, 2024August 26, 2023
Term Facility (effective rate of 7.9% at February 24, 2024)
$240,000 $285,000 
Finance lease liabilities (effective rate of 5.6% at February 24, 2024)
24 143 
Less: Deferred financing fees2,359 3,351 
Total debt237,665281,792
Less: Current finance lease liabilities24143
Long-term debt, net of deferred financing fees$237,641$281,649

    The Company is not required to make principal payments on the Term Facility over the twelve months following the period ended February 24, 2024. The outstanding balance of the Term Facility is due upon its maturity in March 2027.

    As of February 24, 2024, the Company had letters of credit in the amount of $3.2 million outstanding. These letters of credit offset against the $75.0 million availability of the Revolving Credit Facility and exist to support three of the Company’s leased buildings and insurance programs relating to workers’ compensation. No amounts were drawn against these letters of credit as of February 24, 2024.

    The Company utilizes market approaches to estimate the fair value of certain outstanding borrowings by discounting anticipated future cash flows derived from the contractual terms of the obligations and observable market interest and foreign exchange rates. The Company carries debt at historical cost and discloses fair value. As of February 24, 2024, and August 26, 2023, the book value of the Company’s debt approximated fair value. The estimated fair value of the Term Loan is valued based on observable inputs and classified as Level 2 in the fair value hierarchy.

6. Fair Value of Financial Instruments

    Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To increase the comparability of fair value measurements, a three-tier fair value hierarchy, which prioritizes the inputs used in the valuation methodologies, is used:

Level 1 – Valuations based on quoted prices for identical assets and liabilities in active markets.
Level 2 – Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.
Level 3 – Valuations based on unobservable inputs reflecting the Company’s own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment.

Components of the balance sheet such as accounts receivable, cash and cash equivalents and others approximated fair value as of February 24, 2024.

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7. Income Taxes

    The tax expense and the effective tax rate resulting from operations were as follows:
Twenty-Six Weeks Ended
(In thousands)February 24, 2024February 25, 2023
Income before income taxes$90,496 $79,596 
Provision for income taxes$21,812 $18,094 
Effective tax rate24.1 %22.7 %

    The effective tax rate for the twenty-six weeks ended February 24, 2024, was 1.4% more than the effective tax rate for the twenty-six weeks ended February 25, 2023, which was primarily driven by permanent differences.

8. Leases

    The components of lease expense were as follows:
Thirteen Weeks EndedTwenty-Six Weeks Ended
(In thousands)Statements of Operations CaptionFebruary 24, 2024February 25, 2023February 24, 2024February 25, 2023
Operating lease cost:
Lease costCost of goods sold and General and administrative$2,255 $2,248 $4,514 $4,500 
Variable lease cost (1)
Cost of goods sold and General and administrative954 780 1,750 1,518 
Total operating lease cost3,209 3,028 6,264 6,018 
Finance lease cost:
Amortization of right-of-use assetsCost of goods sold52 63 105 131 
Interest on lease liabilitiesInterest expense1 4 2 9 
Total finance lease cost53 67 107 140 
Total lease cost$3,262 $3,095 $6,371 $6,158 
(1) Variable lease cost primarily consists of common area maintenance, such as cleaning and repairs.

    The right-of-use assets and corresponding liabilities related to both operating and finance leases are as follows:

(In thousands)Balance Sheets CaptionFebruary 24, 2024August 26, 2023
Assets
Operating lease right-of-use assetsOther long-term assets$36,532 $40,022 
Finance lease right-of-use assetsProperty and equipment, net21 125 
Total lease assets$36,553 $40,147 
Liabilities
Current:
Operating lease liabilitiesAccrued expenses and other current liabilities$7,865 $7,566 
Finance lease liabilitiesCurrent maturities of long-term debt24 143 
Long-term:
Operating lease liabilitiesOther long-term liabilities33,293 37,272 
Finance lease liabilitiesLong-term debt, less current maturities  
Total lease liabilities$41,182 $44,981 

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    Future maturities of lease liabilities as of February 24, 2024, were as follows:

(In thousands)Operating LeasesFinance Leases
Fiscal year ending:
Remainder of 20244,771 24 
20258,750  
20266,952  
20277,110  
20286,447  
Thereafter13,496  
Total lease payments47,526 24 
Less: Interest(6,368) 
Present value of lease liabilities$41,158 $24 

    The weighted-average remaining lease terms and weighted-average discount rates for operating and finance leases were as follows:

February 24, 2024August 26, 2023
Weighted-average remaining lease term (in years)
Operating leases5.926.24
Finance leases0.160.61
Weighted-average discount rate
Operating leases4.5 %4.4 %
Finance leases5.6 %5.6 %

    Supplemental and other information related to leases was as follows:

Twenty-Six Weeks Ended
(In thousands)February 24, 2024February 25, 2023
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases$6,040 $4,957 
Operating cash flows from finance leases$444 $239 
Financing cash flows from finance leases$121 $151 

9. Commitments and Contingencies

Litigation

    The Company is a party to certain litigation and claims that are considered normal to the operations of the business. From time to time, the Company has been and may again become involved in legal proceedings arising in the ordinary course of business. The Company is not presently a party to any litigation that it believes to be material, and the Company is not aware of any pending or threatened litigation against it that its management believes could have a material adverse effect on its business, operating results, financial condition or cash flows.

Other

    The Company has entered into endorsement contracts with certain celebrity figures and social media influencers to promote and endorse the Quest® and Atkins® brands and product lines. These contracts contain endorsement fees, which are expensed ratably over the life of the contract, and performance fees, that are recognized at the time of achievement. Based on the terms of the contracts in place and achievement of performance conditions as of February 24, 2024, the Company will be required to make payments of $3.0 million over the next year.

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10. Stockholders’ Equity

Stock Repurchase Program

    The Company adopted a $50.0 million stock repurchase program on November 13, 2018. On April 13, 2022, and October 21, 2022, the Company announced that its Board of Directors had approved the addition of $50.0 million and $50.0 million, respectively, to its stock repurchase program, resulting in authorized stock repurchases of up to an aggregate of $150.0 million. Under the stock repurchase program, the Company may repurchase shares from time to time in the open market or in privately negotiated transactions. The stock repurchase program does not obligate the Company to acquire any specific number of shares or acquire shares over any specific period of time. The stock repurchase program may be suspended or discontinued at any time by the Company and does not have an expiration date.

    The Company did not repurchase any shares of common stock during the twenty-six weeks ended February 24, 2024. During the twenty-six weeks ended February 25, 2023, the Company repurchased 546,346 shares of common stock at an average share price of $30.11 per share. As of February 24, 2024, approximately $71.5 million remained available under the stock repurchase program.

11. Earnings Per Share

    Basic earnings or loss per share is based on the weighted average number of common shares issued and outstanding. In computing diluted earnings per share, basic earnings per share is adjusted for the assumed issuance of all potentially dilutive securities, 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. The following table reconciles the numerators and denominators used in the computations of both basic and diluted earnings per share:
 Thirteen Weeks EndedTwenty-Six Weeks Ended
(In thousands, except per share data)February 24, 2024February 25, 2023February 24, 2024February 25, 2023
Basic earnings per share computation:
Numerator:
Net income available to common stockholders$33,123 $25,642 $68,684 $61,502 
Denominator:
Weighted average common shares outstanding - basic99,905,643 99,495,657 99,767,769 99,346,439 
Basic earnings per share from net income$0.33 $0.26 $0.69 $0.62 
Diluted earnings per share computation:
Numerator:
Net income available for common stockholders$33,123 $25,642 $68,684 $61,502 
Numerator for diluted earnings per share$33,123 $25,642 $68,684 $61,502 
Denominator:
Weighted average common shares outstanding - basic99,905,643 99,495,657 99,767,769 99,346,439 
Employee stock options1,185,131 1,227,507 1,189,346 1,270,406 
Non-vested stock units185,801 117,723 255,293 185,324 
Weighted average common shares - diluted101,276,575 100,840,887 101,212,408 100,802,169 
Diluted earnings per share from net income$0.33 $0.25 $0.68 $0.61 

    Diluted earnings per share calculations for the thirteen and twenty-six weeks ended February 24, 2024 excluded 0.6 million and 0.8 million shares of common stock issuable upon exercise of stock options, respectively, that would have been anti-dilutive. Diluted earnings per share calculations for the thirteen and twenty-six weeks ended and February 25, 2023, excluded 0.6 million and 0.5 million shares of common stock issuable upon exercise of stock options, respectively, that would have been anti-dilutive.

    Diluted earnings per share calculations for the thirteen and twenty-six weeks ended February 24, 2024, excluded an immaterial number of non-vested stock units that would have been anti-dilutive. Diluted earnings per share calculations for the thirteen and twenty-six weeks ended February 25, 2023, excluded 0.1 million shares of non-vested stock units that would have been anti-dilutive.

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12. Omnibus Incentive Plan

    Stock-based compensation includes stock options, restricted stock units, performance stock unit awards and stock appreciation rights, which are awarded to employees, directors, and consultants of the Company. Stock-based compensation expense for equity-classified awards is recognized on a straight-line basis over the requisite service period of the award based on their grant date fair value. Stock-based compensation expense is included within General and administrative expense, which is the same financial statement caption where the recipient’s other compensation is reported.

    The Company recorded stock-based compensation expense of $4.6 million and $3.0 million in the thirteen weeks ended February 24, 2024, and February 25, 2023, respectively, and $8.7 million and $6.3 million in the twenty-six weeks ended February 24, 2024, and February 25, 2023, respectively.

Stock Options

    The following table summarizes stock option activity for the twenty-six weeks ended February 24, 2024:

Shares underlying optionsWeighted average
exercise price
Weighted average remaining contractual life (years)
Outstanding as of August 26, 20232,668,462 $20.41 5.56
Granted17,633 33.02 
Exercised(173,100)17.42 
Forfeited(7,014)39.38 
Outstanding as of February 24, 20242,505,981 $20.65 5.15
Vested and expected to vest as of February 24, 20242,505,981 $20.65 5.15
Exercisable as of February 24, 20242,017,921 $16.64 4.39

    As of February 24, 2024, the Company had $3.9 million of total unrecognized compensation cost related to stock options that will be recognized over a weighted average period of 1.3 years. During the twenty-six weeks ended February 24, 2024, and February 25, 2023, the Company received $3.0 million and $4.8 million in cash from stock option exercises, respectively.

Restricted Stock Units

    The following table summarizes restricted stock unit activity for the twenty-six weeks ended February 24, 2024:

UnitsWeighted average
grant-date fair value
Non-vested as of August 26, 2023514,498 $35.59 
Granted210,459 37.09 
Vested(159,308)30.55 
Forfeited(8,928)38.78 
Non-vested as of February 24, 2024556,721 $37.55 

    As of February 24, 2024, the Company had $13.5 million of total unrecognized compensation cost related to restricted stock units that will be recognized over a weighted average period of 1.6 years.

Performance Stock Units

    During the twenty-six weeks ended February 24, 2024, the Company granted performance stock units under its equity compensation plan. Performance stock units vest in a range between 0% and 200% based upon certain performance criteria in a three-year period. Performance stock units were valued using a Monte Carlo simulation.

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    The following table summarizes performance stock unit activity for the twenty-six weeks ended February 24, 2024:

UnitsWeighted average
grant-date fair value
Non-vested as of August 26, 2023191,779 $42.41 
Granted178,788 38.66 
Vested(189,884)21.52 
Forfeited  
Non-vested as of February 24, 2024180,683 $59.28 

    As of February 24, 2024, the Company had $6.6 million of total unrecognized compensation cost related to performance stock units that will be recognized over a weighted average period of 1.9 years.

Stock Appreciation Rights

    Stock appreciation rights (“SARs”) permit the holder to participate in the appreciation of the Company’s common stock price and are awarded to non-employee consultants of the Company. The Company’s SARs settle in shares of its common stock once the applicable vesting criteria have been met. The SARs outstanding as of February 24, 2024, cliff vest two years from the date of grant and must be exercised within five years.

    The following table summarizes SARs activity for the twenty-six weeks ended February 24, 2024:

Shares underlying SARsWeighted average
exercise price
Outstanding as of August 26, 2023150,000 $37.67 
Granted  
Exercised  
Forfeited  
Outstanding as of February 24, 2024150,000 $37.67 

    The SARs exercised in the twenty-six weeks ended February 25, 2023, resulted in a net issuance of 38,850 shares of the Company’s common stock. The SARs granted in the twenty-six weeks ended February 25, 2023, are liability-classified; therefore the related stock-based compensation expense is based on the vesting provisions and the fair value of the awards.

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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, 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 26, 2023 (“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.

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® and Atkins® 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.

    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 carbs and Atkins® for those following a low-carb lifestyle. 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.

Business Trends

    During fiscal 2023, the Company was affected by the unfavorable effects of higher raw material costs, higher co-manufacturing costs, and supply chain challenges, including supply chain disruptions resulting from labor shortages and disruptions in ingredients.

During the thirteen and twenty-six weeks ended February 24, 2024, our business performance improved as strong Quest sales volume more than offset continued softness in Atkins. The Company benefited from lower ingredient and packaging costs which resulted in gross margin expansion versus fiscal 2023. The Company continues to engage and have discussions with its contract manufacturers and logistics and transportation providers to have its cost structure reflect lower market prices. We believe the Company's strategy and positioning will continue to drive profitable growth for our product offerings and growth within the growing nutritional snacking category.


18

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, and depreciation and amortization expense. The following is a brief description of the components of operating expenses:

Selling and marketing. Selling and marketing expenses comprise broker commissions, customer marketing, media and other marketing costs.
General and administrative. General and administrative expenses comprise expenses associated with corporate and administrative functions that support our business, including employee compensation, stock-based compensation, professional services, executive transition costs, integration costs, restructuring costs, insurance and other general corporate expenses.
Depreciation and amortization. Depreciation and amortization costs consist of costs associated with the depreciation of fixed assets and capitalized leasehold improvements and amortization of intangible assets.

Results of Operations

    During the thirteen weeks ended February 24, 2024, our net sales increased to $312.2 million compared to $296.6 million for the thirteen weeks ended February 25, 2023, driven by Quest volume growth, which more than offset continued softness in Atkins net sales, resulting in a 5.1% increase in our aggregate North America net sales. Gross profit and gross profit margin improved driven by higher sales volumes and lower ingredient and packaging costs.

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

19

Comparison of Unaudited Results for the Thirteen Weeks Ended February 24, 2024, and the Thirteen Weeks Ended February 25, 2023

    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 EndedThirteen Weeks Ended
(In thousands)February 24, 2024% of Net SalesFebruary 25, 2023% of Net Sales
Net sales$312,199 100.0 %$296,584 100.0 %
Cost of goods sold195,329 62.6 %193,852 65.4 %
Gross profit116,870 37.4 %102,732 34.6 %
Operating expenses:
Selling and marketing34,643 11.1 %29,948 10.1 %
General and administrative29,933 9.6 %25,934 8.7 %
Depreciation and amortization4,211 1.3 %4,345 1.5 %
Total operating expenses68,787 22.0 %60,227 20.3 %
Income from operations48,083 15.4 %42,505 14.3 %
Other income (expense):
Interest income924 0.3 %246 0.1 %
Interest expense(5,596)(1.8)%(8,497)(2.9)%
(Loss) on foreign currency transactions(23)— %(214)(0.1)%
Other income— — %— — %
Total other expense(4,695)(1.5)%(8,465)(2.9)%
Income before income taxes43,388 13.9 %34,040 11.5 %
Income tax expense10,265 3.3 %8,398 2.8 %
Net income$33,123 10.6 %$25,642 8.6 %
Other financial data:
Adjusted EBITDA (1)
$57,840 18.5 %$50,900 17.2 %
(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 $312.2 million for the thirteen weeks ended February 24, 2024, compared to $296.6 million for the thirteen weeks ended February 25, 2023, representing an increase of $15.6 million, driven primarily by Quest volume growth which offset Atkins softness. North America net sales increased 5.1% in the thirteen weeks ended February 24, 2024, compared to the thirteen weeks ended February 25, 2023, and International net sales increased 12.2% during the same period.

    Cost of goods sold. Cost of goods sold increased $1.5 million, or 0.8%, for the thirteen weeks ended February 24, 2024, compared to the thirteen weeks ended February 25, 2023. The cost of goods sold increase was primarily driven by higher sales volumes in the thirteen weeks ended February 24, 2024.

    Gross profit. Gross profit increased by $14.1 million, or 13.8%, for the thirteen weeks ended February 24, 2024, compared to the thirteen weeks ended February 25, 2023. Additionally, gross profit of $116.9 million, or 37.4% of net sales, for the thirteen weeks ended February 24, 2024, increased 280 basis points from 34.6% of net sales for the thirteen weeks ended February 25, 2023. The increase in gross profit margin was primarily driven by lower ingredient and packaging costs.

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    Operating expenses. Operating expenses increased $8.6 million, or 14.2%, for the thirteen weeks ended February 24, 2024, compared to the thirteen weeks ended February 25, 2023 due to the following:

Selling and marketing. Selling and marketing expenses increased $4.7 million, or 15.7%, for the thirteen weeks ended February 24, 2024, compared to the thirteen weeks ended February 25, 2023, due to increased expenses related to growth initiatives and higher advertising costs.
General and administrative. General and administrative expenses increased $4.0 million, or 15.4%, for the thirteen weeks ended February 24, 2024, compared to the thirteen weeks ended February 25, 2023. The increase in general and administrative expenses was primarily attributable to an increase of $1.5 million in stock-based compensation, higher employee costs and corporate expenses.
Depreciation and amortization. Depreciation and amortization expense was $4.2 million for the thirteen weeks ended February 24, 2024 and $4.3 million for the thirteen weeks ended February 25, 2023, respectively.

Interest income. Interest income increased by $0.7 million for the thirteen weeks ended February 24, 2024, compared to the thirteen weeks ended February 25, 2023, due to higher cash balances than prior year period and the increase in interest rates.

    Interest expense. Interest expense decreased $2.9 million for the thirteen weeks ended February 24, 2024, compared to the thirteen weeks ended February 25, 2023, primarily due to the effect of principal payments reducing the outstanding balance of the Term Facility (as defined below) to $240.0 million as of February 24, 2024, from $365.0 million as of February 25, 2023. Additionally, interest expense related to the amortization of deferred financing costs and debt discount decreased $0.1 million for the thirteen weeks ended February 24, 2024, compared to the thirteen weeks ended February 25, 2023.

    (Loss) on foreign currency transactions. Foreign currency transactions resulted in an immaterial loss and a loss of $0.2 million for the thirteen weeks ended February 24, 2024, and February 25, 2023, respectively. The variance is attributable to changes in foreign currency rates related to our international operations.

    Income tax expense. Income tax expense increased $1.9 million for the thirteen weeks ended February 24, 2024, compared to the thirteen weeks ended February 25, 2023. 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 $33.1 million for the thirteen weeks ended February 24, 2024, an increase of $7.5 million compared to net income of $25.6 million for the thirteen weeks ended February 25, 2023. Net income was benefited by higher gross profit, higher interest income, and lower interest expense, partially offset by growth in marketing expenses, higher stock-based compensation expenses, and higher income tax expense.

    Adjusted EBITDA. Adjusted EBITDA increased $6.9 million, or 13.6%, for the thirteen weeks ended February 24, 2024, compared to the thirteen weeks ended February 25, 2023, driven primarily by higher gross profit, partially offset by growth in marketing expenses. For a reconciliation of Adjusted EBITDA to its most directly comparable GAAP measure, see “Reconciliation of EBITDA and Adjusted EBITDA” below.

21

Comparison of Unaudited Results for the Twenty-Six Weeks Ended February 24, 2024, and the Twenty-Six Weeks Ended February 25, 2023

    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 EndedTwenty-Six Weeks Ended
(In thousands)February 24, 2024% of Net SalesFebruary 25, 2023% of Net Sales
Net sales$620,877 100.0 %$597,462 100.0 %
Cost of goods sold388,889 62.6 %383,738 64.2 %
Gross profit231,988 37.4 %213,724 35.8 %
Operating expenses:
Selling and marketing66,633 10.7 %58,482 9.8 %
General and administrative56,883 9.2 %51,575 8.6 %
Depreciation and amortization8,569 1.4 %8,672 1.5 %
Total operating expenses132,085 21.3 %118,729 19.9 %
Income from operations99,903 16.1 %94,995 15.9 %
Other income (expense):
Interest income2,014 0.3 %253 — %
Interest expense(11,630)(1.9)%(15,552)(2.6)%
Gain (loss) on foreign currency transactions203 — %(106)— %
Other income— %— %
Total other expense(9,407)(1.5)%(15,399)(2.6)%
Income before income taxes90,496 14.6 %79,596 13.3 %
Income tax expense21,812 3.5 %18,094 3.0 %
Net income$68,684 11.1 %$61,502 10.3 %
Other financial data:
Adjusted EBITDA (1)
$119,805 19.3 %$111,666 18.7 %
(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 $620.9 million represented an increase of $23.4 million, or 3.9%, for the twenty-six weeks ended February 24, 2024, compared to the twenty-six weeks ended February 25, 2023. The increase in sales was primarily driven by Quest volume growth which offset Atkins softness. North America and International net sales increased 3.9% and 6.5%, respectively, versus last year.

    Cost of goods sold. Cost of goods sold increased $5.2 million, or 1.3%, for the twenty-six weeks ended February 24, 2024, compared to the twenty-six weeks ended February 25, 2023. The cost of goods sold increase was primarily driven by higher sales volumes in the twenty-six weeks ended February 24, 2024.

    Gross profit. Gross profit increased $18.3 million, or 8.5%, for the twenty-six weeks ended February 24, 2024, compared to the twenty-six weeks ended February 25, 2023. Additionally, gross profit of $232.0 million, or 37.4% of net sales, for the twenty-six weeks ended February 24, 2024 increased 160 basis points from 35.8% of net sales for the twenty-six weeks ended February 25, 2023, due primarily to lower ingredient and packaging costs.

    Operating expenses. Operating expenses increased $13.4 million, or 11.2%, for the twenty-six weeks ended February 24, 2024, compared to the twenty-six weeks ended February 25, 2023, due to the following:

Selling and marketing. Selling and marketing expenses increased $8.2 million, or 13.9%, for the twenty-six weeks ended February 24, 2024, compared to the twenty-six weeks ended February 25, 2023, primarily due to increased expenses related to
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growth initiatives and higher advertising costs.
General and administrative. General and administrative expenses increased $5.3 million, or 10.3%, for the twenty-six weeks ended February 24, 2024, compared to the twenty-six weeks ended February 25, 2023. The increase in general and administrative expense was primarily attributable to a $2.2 million increase in stock-based compensation, $0.1 million increase in executive officer transition costs, and higher employee costs and corporate expenses in the twenty-six weeks ended February 24, 2024.

Depreciation and amortization. Depreciation and amortization expenses were $8.6 million and $8.7 million for the twenty-six weeks ended February 24, 2024, compared to the twenty-six weeks ended February 25, 2023, respectively.

Interest income. Interest income increased by $1.8 million for the twenty-six weeks ended February 24, 2024, compared to the twenty-six weeks ended February 25, 2023, due to higher cash balances, the increase in interest rates, and other sources of interest income.

    Interest expense. Interest expense decreased $3.9 million for the twenty-six weeks ended February 24, 2024, compared to the twenty-six weeks ended February 25, 2023, primarily due to the effect of principal payments reducing the outstanding balance of the Term Facility (as defined below) to $240.0 million as of February 24, 2024, from $365.0 million as of February 25, 2023. Additionally, interest expense related to the amortization of deferred financing costs and debt discount decreased $0.2 million for the twenty-six weeks ended February 24, 2024, compared to the twenty-six weeks ended February 25, 2023.

    Gain (loss) on foreign currency transactions. Foreign currency transactions resulted in a gain of $0.2 million and a loss of $0.1 million for the twenty-six weeks ended February 24, 2024, and February 25, 2023, respectively. The variance is attributable to changes in foreign currency rates related to our international operations.

    Income tax expense. Income tax expense increased $3.7 million for the twenty-six weeks ended February 24, 2024, compared to the twenty-six weeks ended February 25, 2023. 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 $68.7 million for the twenty-six weeks ended February 24, 2024, an increase of $7.2 million compared to net income of $61.5 million for the twenty-six weeks ended February 25, 2023. Net income was benefited by higher gross profit, higher interest income, and lower interest expense, and was partially offset by growth in marketing expenses, higher stock-based compensation expenses, and higher income tax expense.

    Adjusted EBITDA. Adjusted EBITDA increased $8.1 million, or 7.3% for the twenty-six weeks ended February 24, 2024, compared to the twenty-six weeks ended February 25, 2023, driven primarily by higher net gross profit, partially offset by investments in growth initiatives and higher advertising costs. For a reconciliation of Adjusted EBITDA to its most directly comparable GAAP measure, see “Reconciliation of EBITDA and Adjusted EBITDA” below.



23

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, 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 February 24, 2024, and February 25, 2023:

(In thousands)Thirteen Weeks EndedTwenty-Six Weeks Ended
February 24, 2024February 25, 2023February 24, 2024February 25, 2023
Net income$33,123 $25,642 $68,684 $61,502 
Interest income(924)(246)(2,014)(253)
Interest expense5,596 8,497 11,630 15,552 
Income tax expense10,265 8,398 21,812 18,094 
Depreciation and amortization5,187 4,952 10,792 9,904 
EBITDA53,247 47,243 110,904 104,799 
Stock-based compensation expense4,568 3,019 8,736 6,332 
Executive transition costs— 421 366 421 
Other (1)
25 217 (201)114 
Adjusted EBITDA$57,840 $50,900 $119,805 $111,666 
(1) Other items consist principally of exchange impact of foreign currency transactions and other expenses.

24

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 $135.9 million in cash as of February 24, 2024. 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 5, Long-Term Debt and Line of Credit, and Note 8, Leases, of the Notes to Unaudited Consolidated Financial Statements in this Report for additional information related to the expected timing and amount of payments related to our contractual and other obligations.

Debt and Credit Facilities

    On July 7, 2017, we (through certain of our 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. 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, the Company 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.

The 2023 Repricing Amendment did not change the interest rate on the Revolving Credit Facility, which continues to bear interest based upon the Company’s consolidated net leverage ratio as of the end of the fiscal quarter for which consolidated financial statements are delivered to the Administrative Agent under the Credit Agreement. No additional debt was incurred, or any proceeds received by the Company in connection with the 2023 Repricing Amendment. No amounts under the Term Facility were repaid as a result of the execution of the 2023 Repricing Amendment.

    Effective as of the 2023 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) 1.50% margin for the Term Loan or (y) 2.00% margin for the Revolving Credit Facility; or
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ii.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.

In connection with the closing of the 2023 Repricing Amendment, the Company expensed $2.4 million primarily for third-party fees and capitalized an additional $2.7 million primarily for the payment of upfront lender fees (original issue discount).

The Simply Good Foods Company is not a borrower under the Credit Agreement and has not provided a guarantee of the Credit Agreement. Simply Good Foods USA, Inc., is the administrative borrower and certain other subsidiary holding companies are co-borrowers under the Credit Agreement. Each of the Company’s domestic subsidiaries that is not a named borrower under the Credit Agreement has provided a guarantee on a secured basis. As security for the payment or performance of the debt under the Credit Agreement, the borrowers and the guarantors have pledged certain equity interests in their respective subsidiaries and granted the lenders a security interest in substantially all of their domestic assets. All guarantors other than Quest Nutrition, LLC are holding companies with no assets other than their investments in their respective subsidiaries.

    The Credit Agreement contains certain financial and other covenants that limit the Company’s ability to, among other things, incur and/or undertake asset sales and other dispositions, liens, indebtedness, certain acquisitions and investments, consolidations, mergers, reorganizations and other fundamental changes, payment of dividends and other distributions to equity and warrant holders, and prepayments of material subordinated debt, in each case, subject to customary exceptions materially consistent with credit facilities of such type and size. The Revolving Credit Facility has a maximum total net leverage ratio equal to or less than 6.00:1.00 contingent on credit extensions in excess of 30% of the total amount of commitments available under the Revolving Credit Facility. Any failure to comply with the restrictions of the credit facilities may result in an event of default. The Company was in compliance with all covenants as of February 24, 2024, and August 26, 2023, respectively.

    At February 24, 2024, the outstanding balance of the Term Facility was $240.0 million. We are not required to make principal payments on the Term Facility over the twelve months following the period ended February 24, 2024. The outstanding balance of the Term Facility is due upon its maturity in March 2027. As of February 24, 2024, there were no amounts drawn against the Revolving Credit Facility.

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 February 24, 2024. During the twenty-six weeks ended February 25, 2023, the Company repurchased 546,346 shares of common stock at an average share price of $30.11 per share.

    As of February 24, 2024, approximately $71.5 million remained available for repurchases under our $150.0 million stock repurchase program. Refer to Note 10, Stockholders’ Equity, of the Notes to Unaudited Consolidated Financial Statements in this Report for additional information related to our stock repurchase program.

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
February 24, 2024February 25, 2023
Net cash provided by operating activities
$93,991 $53,346 
Net cash used in investing activities
$(1,278)$(1,933)
Net cash used in financing activities
$(44,656)$(55,709)

    Operating activities. Our net cash provided by operating activities increased $40.6 million to $94.0 million for the twenty-six weeks ended February 24, 2024, compared to $53.3 million for the twenty-six weeks ended February 25, 2023. The increase in cash provided by operating activities was primarily attributable to changes in working capital for the twenty-six weeks ended February 24, 2024, as compared to the twenty-six weeks ended February 25, 2023. Changes in working capital, comprised of changes in accounts receivable, net, inventories, prepaid expenses, accounts payable, and accrued expenses and other current liabilities, which are driven by the timing of payments and receipts and seasonal building of inventory, consumed cash of $5.5 million in the twenty-six weeks ended February 24, 2024 compared to $36.2 million of cash consumed in the twenty-six weeks ended February 25, 2023, an improvement of $30.7 million. In addition, income from operations increased by $4.9 million to $99.9 million for the twenty-six weeks ended February 24, 2024, as compared to $95.0 million for the twenty-six weeks ended February 25, 2023. Additionally, cash paid for interest was $11.2
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Table of Contents
million in the twenty-six weeks ended February 24, 2024, which was a decrease of $3.1 million as compared to the $14.3 million paid for interest in the twenty-six weeks ended February 25, 2023. Interest income increased by $1.8 million for the twenty-six weeks ended February 24, 2024, compared to the twenty-six weeks ended February 25, 2023, due to higher cash balances, the increase in interest rates, and other sources of interest income. In addition, cash paid for taxes decreased $0.9 million.

    Investing activities. Our net cash used in investing activities was $1.3 million for the twenty-six weeks ended February 24, 2024 compared to $1.9 million for the twenty-six weeks ended February 25, 2023. Our net cash used in investing activities for the twenty-six weeks ended February 24, 2024, primarily comprised $1.1 million of purchases of property and equipment. The $1.9 million of net cash used in investing activities for the twenty-six weeks ended February 25, 2023, primarily comprised $1.7 million of purchases of property and equipment.

    Financing activities. Our net cash used in financing activities was $44.7 million for the twenty-six weeks ended February 24, 2024, compared to $55.7 million for the twenty-six weeks ended February 25, 2023. 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 $3.0 million of cash proceeds received from option exercises, and $1.2 million of cash proceeds received from the partial repayment of an outstanding note receivable. Net cash used in financing activities for the twenty-six weeks ended February 25, 2023, primarily consisted of $16.4 million in repurchases of common stock, $41.5 million in principal payments on the Term Facility, and $2.4 million in tax payments related to issuance of restricted stock units and performance stock units, partially offset by $4.8 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.
27

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 February 24, 2024. For a discussion of our market risks, see “Quantitative and Qualitative Disclosures About Market Risk” in Part II, Item 7A of our Annual Report.

Item 4.    Controls and Procedures

    We maintain disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required financial disclosures.

    Management, including the participation of our Chief Executive Officer and our Chief Financial Officer, conducted an evaluation (pursuant to Rule 13a-15(b) under the Exchange Act) of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Report. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of February 24, 2024, the Company’s disclosure controls and procedures were effective.

Changes in Internal Control over Financial Reporting

    There were no changes in our internal controls over financial reporting during the quarter ended February 24, 2024, that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

Inherent Limitations on Effectiveness of Controls

    Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Additionally, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

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