0001702744-24-000005 | 10-Q | XBRL Viewer

Earnings Per Share

3 Months Ended

Nov. 25, 2023

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 Ended
(In thousands, except per share data)	November 25, 2023		November 26, 2022
Basic earnings per share computation:
Numerator:
Net income available to common stockholders	$	35,561	$	35,860
Denominator:
Weighted average common shares outstanding - basic	99,629,188		99,200,557
Basic earnings per share from net income	$	0.36	$	0.36

Diluted earnings per share computation:
Numerator:
Net income available for common stockholders	$	35,561	$	35,860

Numerator for diluted earnings per share	$	35,561	$	35,860
Denominator:
Weighted average common shares outstanding - basic	99,629,188		99,200,557

Employee stock options	1,172,483		1,299,543
Non-vested stock units	293,065		222,936
Weighted average common shares - diluted	101,094,736		100,723,036
Diluted earnings per share from net income	$	0.35	$	0.36

Diluted earnings per share calculations for the thirteen weeks ended November 25, 2023 and November 26, 2022 excluded 0.8 million and 0.4 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 weeks ended November 25, 2023 and November 26, 2022 excluded an immaterial number of shares and 0.1 million shares of non-vested stock units, respectively, that would have been anti-dilutive.

Omnibus Incentive Plan - Stock Appreciation Rights (Activity) (Details) - Stock Appreciation Rights (SARs)	3 Months Ended
	Nov. 25, 2023 $ / shares shares
Shares
Outstanding at beginning of period (in shares) \| shares	150,000
Granted (in shares) \| shares	0
Exercised (in shares) \| shares	0
Forfeited (in shares) \| shares	0
Outstanding at end of period (in shares) \| shares	150,000
Weighted average exercise price
Outstanding at beginning of period (in dollars per share) \| $ / shares	$ 37.67
Granted (in dollars per share) \| $ / shares	0
Exercised (in dollars per share) \| $ / shares	0
Forfeited (in dollars per share) \| $ / shares	0
Outstanding at end of period (in dollars per share) \| $ / shares	$ 37.67
Additional disclosures
Award vesting period	2 years
Award expiration period	5 years

Omnibus Incentive Plan (Details) - USD ($) $ in Thousands	3 Months Ended
Omnibus Incentive Plan (Details) - USD ($) $ in Thousands	Nov. 25, 2023	Nov. 26, 2022
Share-based Compensation Arrangement by Share-based Payment Award
Stock compensation expense	$ 4,168	$ 3,313

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 1D
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480483/718-10-35-1D

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 2
-Subparagraph (c)(1)(iv)(01)
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-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)(03)
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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Reference 26: http://www.xbrl.org/2003/role/disclosureRef
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-Topic 718
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+ Details

Goodwill and Intangibles (Tables)

3 Months Ended

Nov. 25, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Finite-Lived Intangible Assets

Intangible assets, net in the Consolidated Balance Sheets consists of the following:


				November 25, 2023
(In thousands)	Useful life			Gross carrying amount		Accumulated amortization		Net carrying amount
Intangible assets with indefinite life:
Brands and trademarks	Indefinite life			$	974,000	$	—	$	974,000
Intangible assets with finite lives:
Customer relationships	15 years			174,000		56,203		117,797
Licensing agreements	13 years			22,000		10,977		11,023
Proprietary recipes and formulas	7 years			7,000		6,381		619
Software and website development costs	3	-	5 years	6,328		5,633		695
Intangible assets in progress	3	-	5 years	184		—		184
				$	1,183,512	$	79,194	$	1,104,318


				August 26, 2023
(In thousands)	Useful life			Gross carrying amount		Accumulated amortization		Net carrying amount
Intangible assets with indefinite life:
Brands and trademarks	Indefinite life			$	974,000	$	—	$	974,000
Intangible assets with finite lives:
Customer relationships	15 years			174,000		53,303		120,697
Licensing agreements	13 years			22,000		10,498		11,502
Proprietary recipes and formulas	7 years			7,000		6,131		869
Software and website development costs	3	-	5 years	6,328		5,356		972
Intangible assets in progress	3	-	5 years	79		—		79
				$	1,183,407	$	75,288	$	1,108,119

Schedule of Indefinite-Lived Intangible Assets

Intangible assets, net in the Consolidated Balance Sheets consists of the following:


				November 25, 2023
(In thousands)	Useful life			Gross carrying amount		Accumulated amortization		Net carrying amount
Intangible assets with indefinite life:
Brands and trademarks	Indefinite life			$	974,000	$	—	$	974,000
Intangible assets with finite lives:
Customer relationships	15 years			174,000		56,203		117,797
Licensing agreements	13 years			22,000		10,977		11,023
Proprietary recipes and formulas	7 years			7,000		6,381		619
Software and website development costs	3	-	5 years	6,328		5,633		695
Intangible assets in progress	3	-	5 years	184		—		184
				$	1,183,512	$	79,194	$	1,104,318


				August 26, 2023
(In thousands)	Useful life			Gross carrying amount		Accumulated amortization		Net carrying amount
Intangible assets with indefinite life:
Brands and trademarks	Indefinite life			$	974,000	$	—	$	974,000
Intangible assets with finite lives:
Customer relationships	15 years			174,000		53,303		120,697
Licensing agreements	13 years			22,000		10,498		11,502
Proprietary recipes and formulas	7 years			7,000		6,131		869
Software and website development costs	3	-	5 years	6,328		5,356		972
Intangible assets in progress	3	-	5 years	79		—		79
				$	1,183,407	$	75,288	$	1,108,119

Estimated Future Amortization

Estimated future amortization for each of the next five fiscal years and thereafter is as follows:


(In thousands)	Amortization
Remainder of 2024	$	11,721
2025	13,980
2026	13,740
2027	13,556
2028	13,517
2029 and thereafter	63,620
Total	$	130,134

Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares	Nov. 25, 2023	Aug. 26, 2023
Statement of Financial Position [Abstract]
Preferred stock par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock shares authorized (in shares)	100,000,000	100,000,000
Preferred stock shares issued (in shares)	0	0
Common stock par value (in dollars per share)	$ 0.01	$ 0.01
Common stock shares authorized (in shares)	600,000,000	600,000,000
Common stock shares issued (in shares)	102,175,233	101,929,868
Treasury Stock, Common, Shares	2,365,100	2,365,100

Condensed Consolidated Statements of Operations and Comprehensive Income - USD ($) $ in Thousands	3 Months Ended
	Nov. 25, 2023	Nov. 26, 2022
Income Statement [Abstract]
Net sales	$ (308,678)	$ (300,878)
Cost of goods sold	193,560	189,886
Gross profit	115,118	110,992
Operating expenses:
Selling and marketing	31,990	28,534
General and administrative	26,950	25,641
Depreciation and amortization	4,358	4,327
Total operating expenses	63,298	58,502
Income from operations	51,820	52,490
Other income (expense):
Interest income	1,090	7
Interest expense	(6,034)	(7,055)
Gain on foreign currency transactions	226	108
Other income	6	6
Total other expense	(4,712)	(6,934)
Income before income taxes	47,108	45,556
Income tax expense	11,547	9,696
Net income	35,561	35,860
Other comprehensive income:
Foreign currency translation, net of reclassification adjustments	272	(222)
Comprehensive income	$ 35,833	$ 35,638
Earnings per share from net income:
Basic (in dollars per share)	$ 0.36	$ 0.36
Diluted (in dollars per share)	$ 0.35	$ 0.36
Weighted average shares outstanding:
Basic (in shares)	99,629,188	99,200,557
Diluted (in shares)	101,094,736	100,723,036

Leases

9 Months Ended

May 27, 2023

Leases [Abstract]

Lessee, Operating Leases

The components of lease expense were as follows:


		Thirteen Weeks Ended
(In thousands)	Statements of Operations Caption	November 25, 2023		November 26, 2022
Operating lease cost:
Lease cost	Cost of goods sold and General and administrative	$	2,259	$	2,252
Variable lease cost (1)	Cost of goods sold and General and administrative	796		738
Total operating lease cost		3,055		2,990


Finance lease cost:
Amortization of right-of-use assets	Cost of goods sold	53		68
Interest on lease liabilities	Interest expense	1		5
Total finance lease cost		54		73

Total lease cost		$	3,109	$	3,063
(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 Caption	November 25, 2023		August 26, 2023
Assets
Operating lease right-of-use assets	Other long-term assets	$	38,286	$	40,022
Finance lease right-of-use assets	Property and equipment, net	73		125
Total lease assets		$	38,359	$	40,147
Liabilities
Current:
Operating lease liabilities	Accrued expenses and other current liabilities	$	7,724	$	7,566
Finance lease liabilities	Current maturities of long-term debt	83		143
Long-term:
Operating lease liabilities	Other long-term liabilities	35,306		37,272
Finance lease liabilities	Long-term debt, less current maturities	—		—
Total lease liabilities		$	43,113	$	44,981

Future maturities of lease liabilities as of November 25, 2023 were as follows:


(In thousands)	Operating Leases		Finance Leases
Fiscal year ending:
Remainder of 2024	7,145		84
2025	8,750		—
2026	6,952		—
2027	7,110		—
2028	6,447		—
Thereafter	13,496		—
Total lease payments	49,900		84
Less: Interest	(6,870)		(1)
Present value of lease liabilities	$	43,030	$	83

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


	November 25, 2023		August 26, 2023
Weighted-average remaining lease term (in years)
Operating leases	6.08		6.24
Finance leases	0.37		0.61
Weighted-average discount rate
Operating leases	4.4	%	4.4	%
Finance leases	5.6	%	5.6	%

Supplemental and other information related to leases was as follows:


	Thirteen Weeks Ended
(In thousands)	November 25, 2023		November 26, 2022
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	2,926	$	2,040
Operating cash flows from finance leases	$	175	$	131
Financing cash flows from finance leases	$	61	$	78

Lessee, Finance Leases

The components of lease expense were as follows:


		Thirteen Weeks Ended
(In thousands)	Statements of Operations Caption	November 25, 2023		November 26, 2022
Operating lease cost:
Lease cost	Cost of goods sold and General and administrative	$	2,259	$	2,252
Variable lease cost (1)	Cost of goods sold and General and administrative	796		738
Total operating lease cost		3,055		2,990


Finance lease cost:
Amortization of right-of-use assets	Cost of goods sold	53		68
Interest on lease liabilities	Interest expense	1		5
Total finance lease cost		54		73

Total lease cost		$	3,109	$	3,063
(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 Caption	November 25, 2023		August 26, 2023
Assets
Operating lease right-of-use assets	Other long-term assets	$	38,286	$	40,022
Finance lease right-of-use assets	Property and equipment, net	73		125
Total lease assets		$	38,359	$	40,147
Liabilities
Current:
Operating lease liabilities	Accrued expenses and other current liabilities	$	7,724	$	7,566
Finance lease liabilities	Current maturities of long-term debt	83		143
Long-term:
Operating lease liabilities	Other long-term liabilities	35,306		37,272
Finance lease liabilities	Long-term debt, less current maturities	—		—
Total lease liabilities		$	43,113	$	44,981

Future maturities of lease liabilities as of November 25, 2023 were as follows:


(In thousands)	Operating Leases		Finance Leases
Fiscal year ending:
Remainder of 2024	7,145		84
2025	8,750		—
2026	6,952		—
2027	7,110		—
2028	6,447		—
Thereafter	13,496		—
Total lease payments	49,900		84
Less: Interest	(6,870)		(1)
Present value of lease liabilities	$	43,030	$	83

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


	November 25, 2023		August 26, 2023
Weighted-average remaining lease term (in years)
Operating leases	6.08		6.24
Finance leases	0.37		0.61
Weighted-average discount rate
Operating leases	4.4	%	4.4	%
Finance leases	5.6	%	5.6	%

Supplemental and other information related to leases was as follows:


	Thirteen Weeks Ended
(In thousands)	November 25, 2023		November 26, 2022
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	2,926	$	2,040
Operating cash flows from finance leases	$	175	$	131
Financing cash flows from finance leases	$	61	$	78

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Nov. 25, 2023	Aug. 26, 2023
Current assets:
Cash	$ 121,391	$ 87,715
Accounts receivable, net	135,561	145,078
Inventories	123,175	116,591
Prepaid expenses	6,076	6,294
Other current assets	10,336	15,974
Total current assets	396,539	371,652
Long-term assets:
Property and equipment, net	23,830	24,861
Intangible assets, net	1,104,318	1,108,119
Goodwill	543,134	543,134
Other long-term assets	47,238	49,318
Total assets	2,115,059	2,097,084
Current liabilities:
Accounts payable	43,249	52,712
Accrued interest	1,574	1,940
Accrued expenses and other current liabilities	34,083	35,062
Current maturities of long-term debt	83	143
Total current liabilities	78,989	89,857
Long-term liabilities:
Long-term debt, less current maturities	272,032	281,649
Deferred income taxes	120,200	116,133
Other long-term liabilities	36,660	38,346
Total liabilities	507,881	525,985
Stockholders’ equity:
Preferred stock, $0.01 par value, 100,000,000 shares authorized, none issued	0	0
Common stock, $0.01 par value, 600,000,000 shares authorized, 102,175,233 and 101,929,868 shares issued at November 25, 2023 and August 26, 2023, respectively	1,022	1,019
Treasury stock, 2,365,100 shares and 2,365,100 shares at cost at November 25, 2023 and August 26, 2023, respectively	(78,451)	(78,451)
Additional paid-in-capital	1,303,411	1,303,168
Retained earnings	383,517	347,956
Accumulated other comprehensive loss	(2,321)	(2,593)
Total stockholders’ equity	1,607,178	1,571,099
Total liabilities and stockholders’ equity	$ 2,115,059	$ 2,097,084

Goodwill Rollforward (Details) - USD ($) $ in Thousands	Nov. 25, 2023	Aug. 26, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill	$ 543,134	$ 543,134

- Definition

Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

+ References + Details

Summary of Significant Accounting Policies	9 Months Ended
Summary of Significant Accounting Policies	May 27, 2023
Accounting Policies [Abstract]
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. 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”) issues Accounting Standard Update (“ASU”) No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, 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. 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.

Goodwill Narrative (Details) $ in Thousands	Nov. 25, 2023 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill impairment charges	$ 0

Schedule of Intangible Assets (Details) - USD ($) $ in Thousands	Nov. 25, 2023	Aug. 26, 2023
Intangible assets with finite lives:
Intangible assets, gross carrying amount	$ 1,183,512	$ 1,183,407
Finite-lived intangible assets, accumulated amortization	79,194	75,288
Intangible assets, net carrying amount	1,104,318	$ 1,108,119
Finite-lived intangible assets, net carrying amount	$ 130,134
Customer relationships
Intangible assets with finite lives:
Useful life	15 years	15 years
Finite-lived intangible assets, gross carrying amount	$ 174,000	$ 174,000
Finite-lived intangible assets, accumulated amortization	56,203	53,303
Finite-lived intangible assets, net carrying amount	$ 117,797	$ 120,697
Licensing agreements
Intangible assets with finite lives:
Useful life	13 years	13 years
Finite-lived intangible assets, gross carrying amount	$ 22,000	$ 22,000
Finite-lived intangible assets, accumulated amortization	10,977	10,498
Finite-lived intangible assets, net carrying amount	$ 11,023	$ 11,502
Proprietary recipes and formulas
Intangible assets with finite lives:
Useful life	7 years	7 years
Finite-lived intangible assets, gross carrying amount	$ 7,000	$ 7,000
Finite-lived intangible assets, accumulated amortization	6,381	6,131
Finite-lived intangible assets, net carrying amount	619	869
Software and website development costs
Intangible assets with finite lives:
Finite-lived intangible assets, gross carrying amount	6,328	6,328
Finite-lived intangible assets, accumulated amortization	5,633	5,356
Finite-lived intangible assets, net carrying amount	695	972
In Process Research and Development
Intangible assets with finite lives:
Finite-lived intangible assets, gross carrying amount	184	79
Finite-lived intangible assets, accumulated amortization	0	0
Finite-lived intangible assets, net carrying amount	$ 184	$ 79
Minimum \| Software and website development costs
Intangible assets with finite lives:
Useful life	3 years	3 years
Minimum \| In Process Research and Development
Intangible assets with finite lives:
Useful life	3 years	3 years
Maximum \| Software and website development costs
Intangible assets with finite lives:
Useful life	5 years	5 years
Maximum \| In Process Research and Development
Intangible assets with finite lives:
Useful life	5 years	5 years
Brands and trademarks
Intangible assets with indefinite lives:
Indefinite-lived intangible assets	$ 974,000	$ 974,000

Goodwill and Intangibles

3 Months Ended

Nov. 25, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangibles

As of November 25, 2023 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 weeks ended November 25, 2023 or since the inception of the Company.

Intangible assets, net in the Consolidated Balance Sheets consists of the following:


				November 25, 2023
(In thousands)	Useful life			Gross carrying amount		Accumulated amortization		Net carrying amount
Intangible assets with indefinite life:
Brands and trademarks	Indefinite life			$	974,000	$	—	$	974,000
Intangible assets with finite lives:
Customer relationships	15 years			174,000		56,203		117,797
Licensing agreements	13 years			22,000		10,977		11,023
Proprietary recipes and formulas	7 years			7,000		6,381		619
Software and website development costs	3	-	5 years	6,328		5,633		695
Intangible assets in progress	3	-	5 years	184		—		184
				$	1,183,512	$	79,194	$	1,104,318


				August 26, 2023
(In thousands)	Useful life			Gross carrying amount		Accumulated amortization		Net carrying amount
Intangible assets with indefinite life:
Brands and trademarks	Indefinite life			$	974,000	$	—	$	974,000
Intangible assets with finite lives:
Customer relationships	15 years			174,000		53,303		120,697
Licensing agreements	13 years			22,000		10,498		11,502
Proprietary recipes and formulas	7 years			7,000		6,131		869
Software and website development costs	3	-	5 years	6,328		5,356		972
Intangible assets in progress	3	-	5 years	79		—		79
				$	1,183,407	$	75,288	$	1,108,119

Changes in Intangible assets, net during the thirteen weeks ended November 25, 2023 were primarily related to recurring amortization expense. Amortization expense related to intangible assets was $3.9 million for the thirteen weeks ended November 25, 2023 and $3.9 million for the thirteen weeks ended November 26, 2022. There were no impairment charges related to intangible assets during the thirteen weeks ended November 25, 2023 and November 26, 2022.

Estimated future amortization for each of the next five fiscal years and thereafter is as follows:


(In thousands)	Amortization
Remainder of 2024	$	11,721
2025	13,980
2026	13,740
2027	13,556
2028	13,517
2029 and thereafter	63,620
Total	$	130,134

Long-Term Debt and Line of Credit - Narrative (Details) $ in Millions	Apr. 25, 2023 USD ($)	Nov. 07, 2019 USD ($)	Jul. 07, 2017 USD ($)	Nov. 25, 2023 USD ($)
Debt Instrument [Line Items]
Letters of Credit Outstanding, Amount				$ 3.5
Debt Instrument, Fee Amount	$ 2.7
Debt Related Commitment Fees and Debt Issuance Costs	$ 2.4
Term Loan
Debt Instrument [Line Items]
Proceeds from long-term line of credit		$ 460.0
Repayments of principal in next twelve months				$ 0.0
Finance leases
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Effective Percentage				5.60%
Barclays Bank PLC and Other Parties \| Term Loan
Debt Instrument [Line Items]
Borrowing capacity			$ 200.0
Maturity period			7 years
Barclays Bank PLC and Other Parties \| Revolving Credit Facility
Debt Instrument [Line Items]
Borrowing capacity			$ 75.0
Maturity period			5 years
Net leverage ratio post reduction (equal to or less than)			6.00
Percent of commitments (in excess of)			30.00%
Line of Credit \| Barclays Bank PLC and Other Parties \| Base Rate
Debt Instrument [Line Items]
Basis spread on variable rate	0.50%
Line of Credit \| Barclays Bank PLC and Other Parties \| SOFR Loan
Debt Instrument [Line Items]
Basis spread on variable rate	1.00%
Line of Credit \| Barclays Bank PLC and Other Parties \| Term Loan \| SOFR Loan
Debt Instrument [Line Items]
Basis spread on variable rate	1.50%
Line of Credit \| Barclays Bank PLC and Other Parties \| Term Loan \| Secured Overnight Financing Rate SOFR
Debt Instrument [Line Items]
Basis spread on variable rate	2.50%
Interest rate floor	0.50%
Line of Credit \| Barclays Bank PLC and Other Parties \| Term Loan \| One Month Secured Overnight Financing Rate SOFR
Debt Instrument [Line Items]
Interest rate floor	10.00%
Line of Credit \| Barclays Bank PLC and Other Parties \| Term Loan \| Three Month Secured Overnight Financing Rate SOFR
Debt Instrument [Line Items]
Interest rate floor	0.15%
Line of Credit \| Barclays Bank PLC and Other Parties \| Term Loan \| Six Month Secured Overnight Financing Rate SOFR
Debt Instrument [Line Items]
Interest rate floor	0.25%
Line of Credit \| Barclays Bank PLC and Other Parties \| Revolving Credit Facility \| SOFR Loan
Debt Instrument [Line Items]
Basis spread on variable rate	2.00%
Line of Credit \| Barclays Bank PLC and Other Parties \| Revolving Credit Facility \| Secured Overnight Financing Rate SOFR
Debt Instrument [Line Items]
Basis spread on variable rate	3.00%

Leases (Tables)

3 Months Ended

Nov. 25, 2023

Leases [Abstract]

Lease, Cost

The components of lease expense were as follows:


		Thirteen Weeks Ended
(In thousands)	Statements of Operations Caption	November 25, 2023		November 26, 2022
Operating lease cost:
Lease cost	Cost of goods sold and General and administrative	$	2,259	$	2,252
Variable lease cost (1)	Cost of goods sold and General and administrative	796		738
Total operating lease cost		3,055		2,990


Finance lease cost:
Amortization of right-of-use assets	Cost of goods sold	53		68
Interest on lease liabilities	Interest expense	1		5
Total finance lease cost		54		73

Total lease cost		$	3,109	$	3,063
(1) Variable lease cost primarily consists of common area maintenance, such as cleaning and repairs.

Lease assets and liabilities

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


(In thousands)	Balance Sheets Caption	November 25, 2023		August 26, 2023
Assets
Operating lease right-of-use assets	Other long-term assets	$	38,286	$	40,022
Finance lease right-of-use assets	Property and equipment, net	73		125
Total lease assets		$	38,359	$	40,147
Liabilities
Current:
Operating lease liabilities	Accrued expenses and other current liabilities	$	7,724	$	7,566
Finance lease liabilities	Current maturities of long-term debt	83		143
Long-term:
Operating lease liabilities	Other long-term liabilities	35,306		37,272
Finance lease liabilities	Long-term debt, less current maturities	—		—
Total lease liabilities		$	43,113	$	44,981

Finance Lease, Liability, Maturity

Future maturities of lease liabilities as of November 25, 2023 were as follows:


(In thousands)	Operating Leases		Finance Leases
Fiscal year ending:
Remainder of 2024	7,145		84
2025	8,750		—
2026	6,952		—
2027	7,110		—
2028	6,447		—
Thereafter	13,496		—
Total lease payments	49,900		84
Less: Interest	(6,870)		(1)
Present value of lease liabilities	$	43,030	$	83

Lessee, Operating Lease, Liability, Maturity

Future maturities of lease liabilities as of November 25, 2023 were as follows:


(In thousands)	Operating Leases		Finance Leases
Fiscal year ending:
Remainder of 2024	7,145		84
2025	8,750		—
2026	6,952		—
2027	7,110		—
2028	6,447		—
Thereafter	13,496		—
Total lease payments	49,900		84
Less: Interest	(6,870)		(1)
Present value of lease liabilities	$	43,030	$	83

Schedule of Weighted Average Remaining Lease Terms

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


	November 25, 2023		August 26, 2023
Weighted-average remaining lease term (in years)
Operating leases	6.08		6.24
Finance leases	0.37		0.61
Weighted-average discount rate
Operating leases	4.4	%	4.4	%
Finance leases	5.6	%	5.6	%

Schedule of Supplemental Cash Flow Information Related to Leases

Supplemental and other information related to leases was as follows:


	Thirteen Weeks Ended
(In thousands)	November 25, 2023		November 26, 2022
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	2,926	$	2,040
Operating cash flows from finance leases	$	175	$	131
Financing cash flows from finance leases	$	61	$	78

Omnibus Incentive Plan - Stock Options Activity (Details) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended
	Aug. 26, 2023	Nov. 25, 2023	Nov. 26, 2022
Additional disclosures
Proceeds from option exercises		$ 0	$ 4,563
Stock Options
Shares
Outstanding at beginning of period (in shares)		2,668,462
Granted (in shares)		17,633
Exercised (in shares)		0
Forfeited (in shares)		(3,815)
Outstanding at end of period (in shares)	2,668,462	2,682,280
Options vested or expected to vest (in shares)		2,682,280
Exercisable (in shares)		2,188,820
Weighted average exercise price
Outstanding at beginning of period (in dollars per share)		$ 20.41
Granted (in dollars per share)		33.02
Exercised (in dollars per share)		0
Forfeited (in dollars per share)		39.38
Outstanding at end of period (in dollars per share)	$ 20.41	20.47
Options vested or expected to vest (in dollars per share)		20.47
Exercisable (in dollars per share)		$ 16.69
Weighted average remaining contractual term
Outstanding at end of period, weighted average remaining contractual life	5 years 6 months 21 days	5 years 4 months 6 days
Vested and expected to vest at end of period, weighted average remaining contractual life		5 years 4 months 6 days
Exercisable at end of period, weighted average remaining contractual life		4 years 7 months 20 days
Additional disclosures
Unrecognized compensation costs		$ 4,800
Period for recognition of unrecognized compensation cost		1 year 6 months
Proceeds from option exercises			$ 4,600

Stockholders' Equity (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended
	Nov. 25, 2023	Nov. 26, 2022	Oct. 21, 2022	Apr. 13, 2022	Nov. 13, 2018
Class of Stock [Line Items]
Repurchase of common stock (in shares)	0	546,346
Stock repurchase program, remaining authorized repurchase amount	$ 71.5
Treasury Stock Acquired, Average Cost Per Share		$ 30.11
Treasury Stock, Common
Class of Stock [Line Items]
Stock repurchase program, authorized amount	$ 150.0		$ 50.0	$ 50.0	$ 50.0
Repurchase of common stock (in shares)	0	546,346

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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+ Details

Income Taxes

3 Months Ended

Nov. 25, 2023

Income Tax Disclosure [Abstract]

Income Taxes

The tax expense and the effective tax rate resulting from operations were as follows:


	Thirteen Weeks Ended
(In thousands)	November 25, 2023			November 26, 2022
Income before income taxes	$	47,108		$	45,556
Provision for income taxes	$	11,547		$	9,696
Effective tax rate	24.5		%	21.3		%

The effective tax rate for the thirteen weeks ended November 25, 2023 was 3.2% more than the effective tax rate for the thirteen weeks ended November 26, 2022, which was primarily driven by permanent differences.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

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+ Details

Omnibus Incentive Plan - Restricted Stock Units Activity (Details) - Restricted Stock Units $ / shares in Units, $ in Millions	3 Months Ended
	Nov. 25, 2023 USD ($) $ / shares shares
Units
Non-vested at beginning of period (in shares) \| shares	514,498
Granted (in shares) \| shares	194,353
Vested (in shares) \| shares	(151,239)
Forfeited (in shares) \| shares	(7,589)
Non-vested at end of period (in shares) \| shares	550,023
Weighted average grant-date fair value
Non-vested at beginning of period (in dollars per share) \| $ / shares	$ 35.59
Granted (in dollars per share) \| $ / shares	36.94
Vested (in dollars per share) \| $ / shares	30.34
Forfeited (in dollars per share) \| $ / shares	38.69
Non-vested at end of period (in dollars per share) \| $ / shares	$ 37.47
Additional disclosures
Unrecognized compensation costs \| $	$ 15.6
Period for recognition of unrecognized compensation cost	1 year 9 months 18 days

Revenue Recognition

3 Months Ended

Nov. 25, 2023

Revenue from Contract with Customer [Abstract]

Revenue from Contract with Customer [Text Block]

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 Ended
(In thousands)	November 25, 2023		November 26, 2022
North America (1)
Atkins	$	119,498	$	131,745
Quest	181,463		161,472
Total North America	300,961		293,217
International	7,717		7,661
Total net sales	$	308,678	$	300,878
(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.

Charges related to credit loss on accounts receivables from transactions with external customers were $0.1 million for the thirteen weeks ended November 25, 2023, and $(0.1) million for the thirteen weeks ended November 26, 2022. As of November 25, 2023 and August 26, 2023, the allowances for doubtful accounts related to these accounts receivable were $0.9 million and $1.1 million, respectively. Additionally, as of November 25, 2023, the Company had an expected credit loss reserve of $1.0 million on a $3.0 million note receivable related to the Company’s sale of its SimplyProtein® brand and related assets during its fiscal year 2021.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-9

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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-Name Accounting Standards Codification
-Section 50
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-10

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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-Name Accounting Standards Codification
-Section 50
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (a)
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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-Paragraph 12
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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-Section 50
-Paragraph 13
-Subparagraph (b)(2)
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-URI https://asc.fasb.org//1943274/2147479806/606-10-50-13

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Topic 606
-Publisher FASB
-URI https://asc.fasb.org//606/tableOfContent

+ Details

Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Nov. 25, 2023	Nov. 26, 2022
Earnings per share, diluted
Antidilutive securities excluded from computation of earnings per share	0	100,000
Weighted average common shares - basic	99,629,188	99,200,557
Basic earnings per share from net income (in dollars per share)	$ 0.36	$ 0.36
Weighted Average Number of Shares Outstanding, Diluted	101,094,736	100,723,036
Diluted earnings per share from net income (in dollars per share)	$ 0.35	$ 0.36
Net income	$ 35,561	$ 35,860
Numerator for diluted earnings per share	$ 35,561	$ 35,860
Employee stock options	1,172,483	1,299,543
Non-vested shares	293,065	222,936
Numerator:
Net income	$ 35,561	$ 35,860
Denominator:
Weighted average common shares - basic	99,629,188	99,200,557
Basic earnings per share from net income (in dollars per share)	$ 0.36	$ 0.36
Numerator:
Net income	$ 35,561	$ 35,860
Numerator for diluted earnings per share	$ 35,561	$ 35,860
Denominator:
Weighted average common shares - basic	99,629,188	99,200,557
Employee stock options	1,172,483	1,299,543
Non-vested shares	293,065	222,936
Weighted average common shares - diluted	101,094,736	100,723,036
Diluted earnings per share from net income (in dollars per share)	$ 0.35	$ 0.36
Stock Options
Earnings per share, diluted
Antidilutive securities excluded from computation of earnings per share	800,000	400,000

Summary of Significant Accounting Policies (Policies)	3 Months Ended
Summary of Significant Accounting Policies (Policies)	Nov. 25, 2023
Accounting Policies [Abstract]
Basis of Accounting, Policy [Policy Text Block]	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.
New Accounting Pronouncements, Policy [Policy Text Block]	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. 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”) issues Accounting Standard Update (“ASU”) No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, 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. 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.

Omnibus Incentive Plan

3 Months Ended

Nov. 25, 2023

Share-Based Payment Arrangement [Abstract]

Stock Option 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 $4.2 million and $3.3 million in the thirteen weeks ended November 25, 2023 and November 26, 2022, respectively.

Stock Options

The following table summarizes stock option activity for the thirteen weeks ended November 25, 2023:


	Shares underlying options	Weighted average exercise price		Weighted average remaining contractual life (years)
Outstanding as of August 26, 2023	2,668,462	$	20.41	5.56
Granted	17,633	33.02
Exercised	—	—
Forfeited	(3,815)	39.38
Outstanding as of November 25, 2023	2,682,280	$	20.47	5.35
Vested and expected to vest as of November 25, 2023	2,682,280	$	20.47	5.35
Exercisable as of November 25, 2023	2,188,820	$	16.69	4.64

As of November 25, 2023, the Company had $4.8 million of total unrecognized compensation cost related to stock options that will be recognized over a weighted average period of 1.5 years. During the thirteen weeks ended November 25, 2023 the Company did not receive cash from stock option exercises. During the thirteen weeks ended November 26, 2022, the Company received $4.6 million in cash from stock option exercises.

Restricted Stock Units

The following table summarizes restricted stock unit activity for the thirteen weeks ended November 25, 2023:


	Units	Weighted average grant-date fair value
Non-vested as of August 26, 2023	514,498	$	35.59
Granted	194,353	36.94
Vested	(151,239)	30.34
Forfeited	(7,589)	38.69
Non-vested as of November 25, 2023	550,023	$	37.47

As of November 25, 2023, the Company had $15.6 million of total unrecognized compensation cost related to restricted stock units that will be recognized over a weighted average period of 1.8 years.

Performance Stock Units

During the thirteen weeks ended November 25, 2023, 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.

The following table summarizes performance stock unit activity for the thirteen weeks ended November 25, 2023:


	Units	Weighted average grant-date fair value
Non-vested as of August 26, 2023	191,779	$	42.41
Granted	178,788	38.66
Vested	(189,884)	21.52
Forfeited	—	—
Non-vested as of November 25, 2023	180,683	$	59.28

As of November 25, 2023, the Company had $7.6 million of total unrecognized compensation cost related to performance stock units that will be recognized over a weighted average period of 2.2 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 November 25, 2023 cliff vest two years from the date of grant and must be exercised within five years.

The following table summarizes SARs activity for the thirteen weeks ended November 25, 2023:


	Shares underlying SARs	Weighted average exercise price
Outstanding as of August 26, 2023	150,000	$	37.67
Granted	—	—
Exercised	—	—
Forfeited	—	—
Outstanding as of November 25, 2023	150,000	$	37.67

The SARs exercised in the thirteen weeks ended November 26, 2022 resulted in a net issuance of 38,850 shares of the Company’s common stock. The SARs granted in the thirteen weeks ended November 26, 2022 are liability-classified; therefore the related stock-based compensation expense is based on the vesting provisions and the fair value of the awards.

Revenue Recognition (Details 2) - USD ($) $ in Thousands	3 Months Ended
Revenue Recognition (Details 2) - USD ($) $ in Thousands	Nov. 25, 2023	Nov. 26, 2022	Aug. 26, 2023
Revenue from Contract with Customer [Abstract]
Allowance for doubtful accounts	$ 900		$ 1,100
Accounts and Financing Receivable, Allowance for Credit Loss	1,000
Note Receivable from SimplyProtein Sale	3,000
Credit loss expense (reversal), accounts receivable	$ 100	$ (100)

Estimated Future Amortization (Details) $ in Thousands	Nov. 25, 2023 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
Remainder of 2024	$ 11,721
2025	13,980
2026	13,740
2027	13,556
2028	13,517
2029 and thereafter	63,620
Finite-lived intangible assets, net carrying amount	$ 130,134

Long-Term Debt and Line of Credit - Schedule of Debt (Details) - USD ($) $ in Thousands	Nov. 25, 2023	Aug. 26, 2023
Debt Disclosure [Abstract]
Term Facility (effective rate of 8.0% at November 25, 2023)	$ 275,000	$ 285,000
Finance lease liabilities (effective rate of 5.6% at November 25, 2023)	83	143
Less: Deferred financing fees	2,968	3,351
Total debt	272,115	281,792
Less: Current finance lease liabilities	(83)	(143)
Long-term debt, net of deferred financing fees	$ 272,032	$ 281,649

- Definition

Amount, after deduction of unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

Income Taxes - Narrative (Details)	3 Months Ended
Income Taxes - Narrative (Details)	Nov. 25, 2023
Income Tax Disclosure [Abstract]
Effective tax rate difference	3.20%

Long-Term Debt and Line of Credit (Tables)

3 Months Ended

Nov. 25, 2023

Debt Disclosure [Abstract]

Schedule of Debt

Long-term debt consists of the following:


(In thousands)	November 25, 2023		August 26, 2023
Term Facility (effective rate of 8.0% at November 25, 2023)	$	275,000	$	285,000

Finance lease liabilities (effective rate of 5.6% at November 25, 2023)	83		143
Less: Deferred financing fees	2,968		3,351
Total debt	272,115		281,792

Less: Current finance lease liabilities	83		143
Long-term debt, net of deferred financing fees	$	272,032	$	281,649

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Nov. 25, 2023	Nov. 26, 2022
Operating activities
Net income	$ 35,561	$ 35,860
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	5,605	4,952
Amortization of deferred financing costs and debt discount	385	532
Stock compensation expense	4,168	3,313
Estimated credit losses	51	(141)
Unrealized gain on foreign currency transactions	(226)	(108)
Deferred income taxes	4,084	3,206
Amortization of operating lease right-of-use asset	1,735	1,660
Other	301	571
Changes in operating assets and liabilities:
Accounts receivable, net	9,869	(26,288)
Inventories	(6,699)	638
Prepaid expenses	257	(541)
Other current assets	5,173	8,631
Accounts payable	(9,806)	(6,609)
Accrued interest	(366)	97
Accrued expenses and other current liabilities	(1,337)	(14,843)
Other assets and liabilities	(1,232)	(2,212)
Net cash provided by operating activities	47,523	8,718
Investing activities
Purchases of property and equipment	(744)	(1,151)
Investments in intangible and other assets	(56)	(87)
Net cash used in investing activities	(800)	(1,238)
Financing activities
Proceeds from option exercises	0	4,563
Tax payments related to issuance of restricted stock units and performance stock units	(3,642)	(2,298)
Payments on finance lease obligations	(61)	(78)
Proceeds from Other Debt	600	0
Repurchase of common stock	0	(16,448)
Principal payments of long-term debt	(10,000)	(6,500)
Net cash used in financing activities	(13,103)	(20,761)
Net increase (decrease) in cash	33,620	(13,281)
Cash and cash equivalents
Effect of exchange rate on cash	56	(69)
Cash at beginning of period	87,715	67,494
Cash and cash equivalents at end of period	121,391	54,144
Supplemental disclosures of cash flow information
Cash paid for interest	2,135	6,426
Cash paid for taxes	628	8
Non-cash credits for repayment of note receivable	229	0
Non-cash additions to intangible assets	75	53
Non-cash additions to property and equipment	$ 99	$ 0

Intangibles Narrative (Details) - USD ($) $ in Millions	3 Months Ended
Intangibles Narrative (Details) - USD ($) $ in Millions	Nov. 25, 2023	Nov. 26, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible asset amortization expense	$ 3.9	$ 3.9
Impairment of intangible assets, excluding goodwill	$ 0.0	$ 0.0

Cover - shares	3 Months Ended
Cover - shares	Nov. 25, 2023	Dec. 26, 2023
Document Information [Line Items]
Entity Central Index Key	0001702744
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Nov. 25, 2023
Document Fiscal Period Focus	Q1
Entity File Number	001-38115
Entity Registrant Name	The Simply Good Foods Company
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	82-1038121
Entity Address, Address Line One	1225 17th Street, Suite 1000
Entity Address, City or Town	Denver
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80202
City Area Code	303
Local Phone Number	633-2840
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	SMPL
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Current Fiscal Year End Date	--08-31
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		99,812,510
Document Transition Report	false
Amendment Flag	false
Document Fiscal Year Focus	2024

Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands	3 Months Ended
	Nov. 25, 2023	Nov. 26, 2022
Income Tax Disclosure [Abstract]
Income before income taxes	$ 47,108	$ 45,556
Income tax expense	$ 11,547	$ 9,696
Effective tax rate	24.50%	21.30%
Income (Loss) from Continuing Operations, Net of Tax, Attributable to Parent	$ 47,108	$ 45,556

- Definition

Amount after tax of income (loss) from continuing operations attributable to the parent.

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Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

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-Subparagraph (SX 210.9-04(15))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1

+ Details

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Omnibus Incentive Plan - Performance Stock Units Activity (Details) - Performance Stock Units $ / shares in Units, $ in Millions	3 Months Ended
	Nov. 25, 2023 USD ($) $ / shares shares
Units
Non-vested at beginning of period (in shares) \| shares	191,779
Granted (in shares) \| shares	178,788
Vested (in shares) \| shares	(189,884)
Forfeited (in shares) \| shares	0
Non-vested at end of period (in shares) \| shares	180,683
Weighted average grant-date fair value
Non-vested at beginning of period (in dollars per share) \| $ / shares	$ 42.41
Granted (in dollars per share) \| $ / shares	38.66
Vested (in dollars per share) \| $ / shares	21.52
Forfeited (in dollars per share) \| $ / shares	0
Non-vested at end of period (in dollars per share) \| $ / shares	$ 59.28
Additional disclosures
Period for recognition of unrecognized compensation cost	2 years 2 months 12 days
Unrecognized compensation costs \| $	$ 7.6
Requisite service period	3 years
Minimum
Additional disclosures
Performance stock vesting range	0.00%
Maximum
Additional disclosures
Performance stock vesting range	200.00%

Nature of Operations and Principles of Consolidation	3 Months Ended
Nature of Operations and Principles of Consolidation	Nov. 25, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
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.

Income Taxes (Tables)

3 Months Ended

Nov. 25, 2023

Income Tax Disclosure [Abstract]

Schedule of Effective Income Tax Rate Reconciliation

The tax expense and the effective tax rate resulting from operations were as follows:


	Thirteen Weeks Ended
(In thousands)	November 25, 2023			November 26, 2022
Income before income taxes	$	47,108		$	45,556
Provision for income taxes	$	11,547		$	9,696
Effective tax rate	24.5		%	21.3		%

Condensed Consolidated Statements of Stockholders Equity Statement - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-in Capital	Retained Earnings	Accumulated Other Comprehensive Loss	Treasury Stock, Common
Treasury Stock, Value						$ (62,003)
Additional paid-in-capital			$ 1,287,224
Common stock, $0.01 par value, 600,000,000 shares authorized, 102,175,233 and 101,929,868 shares issued at November 25, 2023 and August 26, 2023, respectively		$ 1,013
Accumulated other comprehensive loss					$ (1,951)
Retained earnings				$ 214,381
Treasury Stock, Common, Shares						1,818,754
Beginning balance at Aug. 27, 2022	$ 1,438,664
Beginning balance (in shares) at Aug. 27, 2022		101,322,834
Net income	35,860			35,860
APIC, Share-based Payment Arrangement, Increase for Cost Recognition	3,237		3,237
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Gain (Loss) Arising During Period, Net of Tax	(222)				(222)
Treasury Stock, Value, Acquired, Cost Method	$ (16,448)					$ (16,448)
Repurchase of common stock (in shares)	546,346					546,346
Shares issued upon vesting of Restricted Stock Units	$ (2,298)	$ 2	(2,300)
Shares issued upon vesting of Restricted Stock Units (in shares)		180,342
Exercise of options to purchase common stock	4,563	$ 4	4,559
Exercise of options to purchase common stock (in shares)		353,281
Ending balance (in shares) at Nov. 26, 2022		101,856,457
Ending balance at Nov. 26, 2022	1,463,356
Treasury Stock, Value						$ (78,451)
Additional paid-in-capital			1,292,720
Common stock, $0.01 par value, 600,000,000 shares authorized, 102,175,233 and 101,929,868 shares issued at November 25, 2023 and August 26, 2023, respectively		$ 1,019
Accumulated other comprehensive loss					(2,173)
Retained earnings				250,241
Treasury Stock, Common, Shares						2,365,100
Treasury Stock, Value	78,451					$ (78,451)
Additional paid-in-capital	1,303,168		1,303,168
Common stock, $0.01 par value, 600,000,000 shares authorized, 102,175,233 and 101,929,868 shares issued at November 25, 2023 and August 26, 2023, respectively	1,019	$ 1,019
Accumulated other comprehensive loss	(2,593)				(2,593)
Retained earnings	$ 347,956			347,956
Treasury Stock, Common, Shares	2,365,100					2,365,100
Beginning balance at Aug. 26, 2023	$ 1,571,099
Beginning balance (in shares) at Aug. 26, 2023		101,929,868
Net income	35,561			35,561
APIC, Share-based Payment Arrangement, Increase for Cost Recognition	3,888		3,888
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Gain (Loss) Arising During Period, Net of Tax	272				272
Treasury Stock, Value, Acquired, Cost Method	$ 0					$ 0
Repurchase of common stock (in shares)	0					0
Shares issued upon vesting of Restricted Stock Units	$ (3,642)	$ 3	(3,645)
Shares issued upon vesting of Restricted Stock Units (in shares)		245,365
Exercise of options to purchase common stock	0	$ 0	0
Exercise of options to purchase common stock (in shares)		0
Ending balance (in shares) at Nov. 25, 2023		102,175,233
Ending balance at Nov. 25, 2023	1,607,178
Treasury Stock, Value	78,451					$ (78,451)
Additional paid-in-capital	1,303,411		$ 1,303,411
Common stock, $0.01 par value, 600,000,000 shares authorized, 102,175,233 and 101,929,868 shares issued at November 25, 2023 and August 26, 2023, respectively	1,022	$ 1,022
Accumulated other comprehensive loss	(2,321)				$ (2,321)
Retained earnings	$ 383,517			$ 383,517
Treasury Stock, Common, Shares	2,365,100					2,365,100

Commitments and Contingencies (Details) $ in Millions	Nov. 25, 2023 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Other commitment payment obligation	$ 2.9

Stockholders' Equity	3 Months Ended
Stockholders' Equity	Nov. 25, 2023
Equity [Abstract]
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 thirteen weeks ended November 25, 2023. During the thirteen weeks ended November 26, 2022, the Company repurchased 546,346 shares of common stock at an average share price of $30.11 per share. As of November 25, 2023, approximately $71.5 million remained available under the stock repurchase program.

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Subparagraph (h)
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-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
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-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 505
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481004/946-505-50-6

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
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-Subparagraph (a)
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-URI https://asc.fasb.org//1943274/2147480237/815-40-50-6

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480008/505-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
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-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org//505/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (g)
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-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

+ Details

Revenue Recognition (Details) - USD ($) $ in Thousands	3 Months Ended
Revenue Recognition (Details) - USD ($) $ in Thousands	Nov. 25, 2023	Nov. 26, 2022
Disaggregation of revenue
Net sales	$ 308,678	$ 300,878
North America
Disaggregation of revenue
Net sales	300,961	293,217
International
Disaggregation of revenue
Net sales	7,717	7,661
Atkins \| North America
Disaggregation of revenue
Net sales	119,498	131,745
Quest \| North America
Disaggregation of revenue
Net sales	$ 181,463	$ 161,472

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 924
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Publisher FASB
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-4

+ Details

Leases (Details) - USD ($) $ in Thousands	3 Months Ended
Leases (Details) - USD ($) $ in Thousands	Nov. 25, 2023	Nov. 26, 2022	Aug. 26, 2023
Components of lease expense
Lease cost	$ 2,259	$ 2,252
Variable lease cost (1)	796	738
Total operating lease cost	3,055	2,990
Amortization of right-of-use assets	53	68
Interest on lease liabilities	1	5
Total finance lease cost	54	73
Total lease cost	3,109	3,063
Assets and liabilities, lessee
Operating lease, right-of-use asset	38,286		$ 40,022
Finance lease, right-of-use asset	73		125
Total lease assets	38,359		40,147
Operating lease, liability, current	7,724		7,566
Finance lease, liability, current	83		143
Operating lease, liability, noncurrent	35,306		37,272
Finance lease, liability, noncurrent	0		0
Total lease liabilities	43,113		44,981
Future maturities of lease liabilities, operating leases
Remainder of 2024	7,145
2025	8,750
2026	6,952
2027	7,110
2028	6,447
Thereafter	13,496
Total lease payments	49,900
Less: Interest	(6,870)
Present value of lease liabilities	43,030
Future maturities of lease liabilities, finance leases
Remainder of 2024	84
2025	0
2026	0
2027	0
2028	0
Thereafter	0
Total lease payments	84
Less: Interest	(1)
Present value of lease liabilities	$ 83		$ 143
Lessee, Lease, Description [Line Items]
Finance Lease, Weighted Average Discount Rate, Percent	5.60%		5.60%
Finance Lease, Weighted Average Remaining Lease Term	4 months 13 days		7 months 9 days
Operating Lease, Weighted Average Discount Rate, Percent	4.40%		4.40%
Operating Lease, Weighted Average Remaining Lease Term	6 years 29 days		6 years 2 months 26 days
Supplemental and other information related to leases
Operating cash flows from operating leases	$ 2,926	2,040
Operating cash flows from finance leases	175	131
Financing cash flows from finance leases	$ 61	$ 78

Earnings Per Share (Tables)

3 Months Ended

Nov. 25, 2023

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

The following table reconciles the numerators and denominators used in the computations of both basic and diluted earnings per share:


	Thirteen Weeks Ended
(In thousands, except per share data)	November 25, 2023		November 26, 2022
Basic earnings per share computation:
Numerator:
Net income available to common stockholders	$	35,561	$	35,860
Denominator:
Weighted average common shares outstanding - basic	99,629,188		99,200,557
Basic earnings per share from net income	$	0.36	$	0.36

Diluted earnings per share computation:
Numerator:
Net income available for common stockholders	$	35,561	$	35,860

Numerator for diluted earnings per share	$	35,561	$	35,860
Denominator:
Weighted average common shares outstanding - basic	99,629,188		99,200,557

Employee stock options	1,172,483		1,299,543
Non-vested stock units	293,065		222,936
Weighted average common shares - diluted	101,094,736		100,723,036
Diluted earnings per share from net income	$	0.35	$	0.36

Revenue Recognition (Tables)

3 Months Ended

Nov. 25, 2023

Revenue from Contract with Customer [Abstract]

Disaggregation of Revenue


	Thirteen Weeks Ended
(In thousands)	November 25, 2023		November 26, 2022
North America (1)
Atkins	$	119,498	$	131,745
Quest	181,463		161,472
Total North America	300,961		293,217
International	7,717		7,661
Total net sales	$	308,678	$	300,878
(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.

Omnibus Incentive Plan (Tables)

3 Months Ended

Nov. 25, 2023

Share-Based Payment Arrangement [Abstract]

Stock option activity

The following table summarizes stock option activity for the thirteen weeks ended November 25, 2023:


	Shares underlying options	Weighted average exercise price		Weighted average remaining contractual life (years)
Outstanding as of August 26, 2023	2,668,462	$	20.41	5.56
Granted	17,633	33.02
Exercised	—	—
Forfeited	(3,815)	39.38
Outstanding as of November 25, 2023	2,682,280	$	20.47	5.35
Vested and expected to vest as of November 25, 2023	2,682,280	$	20.47	5.35
Exercisable as of November 25, 2023	2,188,820	$	16.69	4.64

Restricted stock unit activity

The following table summarizes restricted stock unit activity for the thirteen weeks ended November 25, 2023:


	Units	Weighted average grant-date fair value
Non-vested as of August 26, 2023	514,498	$	35.59
Granted	194,353	36.94
Vested	(151,239)	30.34
Forfeited	(7,589)	38.69
Non-vested as of November 25, 2023	550,023	$	37.47

Performance stock unit activity

The following table summarizes performance stock unit activity for the thirteen weeks ended November 25, 2023:


	Units	Weighted average grant-date fair value
Non-vested as of August 26, 2023	191,779	$	42.41
Granted	178,788	38.66
Vested	(189,884)	21.52
Forfeited	—	—
Non-vested as of November 25, 2023	180,683	$	59.28

Stock appreciation right activity

The following table summarizes SARs activity for the thirteen weeks ended November 25, 2023:


	Shares underlying SARs	Weighted average exercise price
Outstanding as of August 26, 2023	150,000	$	37.67
Granted	—	—
Exercised	—	—
Forfeited	—	—
Outstanding as of November 25, 2023	150,000	$	37.67

Long-Term Debt and Line of Credit

3 Months Ended

Nov. 25, 2023

Debt Disclosure [Abstract]

Debt Disclosure

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).

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 November 25, 2023 and August 26, 2023, respectively.

Long-term debt consists of the following:


(In thousands)	November 25, 2023		August 26, 2023
Term Facility (effective rate of 8.0% at November 25, 2023)	$	275,000	$	285,000

Finance lease liabilities (effective rate of 5.6% at November 25, 2023)	83		143
Less: Deferred financing fees	2,968		3,351
Total debt	272,115		281,792

Less: Current finance lease liabilities	83		143
Long-term debt, net of deferred financing fees	$	272,032	$	281,649

The Company is not required to make principal payments on the Term Facility over the twelve months following the period ended November 25, 2023. The outstanding balance of the Term Facility is due upon its maturity in March 2027.

As of November 25, 2023, the Company had letters of credit in the amount of $3.5 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 at November 25, 2023.

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 November 25, 2023 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.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
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-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
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Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ Details

Commitments and Contingencies	3 Months Ended
Commitments and Contingencies	Nov. 25, 2023
Commitments and Contingencies Disclosure [Abstract]
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 November 25, 2023, the Company will be required to make payments of $2.9 million over the next year.

Fair Value of Financial Instruments	3 Months Ended
Fair Value of Financial Instruments	Nov. 25, 2023
Fair Value Disclosures [Abstract]
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 November 25, 2023.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details