0001702744-24-000089 | 10-K | XBRL Viewer

Income Taxes

12 Months Ended

Aug. 31, 2024

The sources of income before income taxes are as follows:



	53-Weeks Ended		52-Weeks Ended		52-Weeks Ended
(In thousands)	August 31, 2024		August 26, 2023		August 27, 2022
Domestic	$	184,580	$	173,733	$	148,080
Foreign	1,470		1,959		2,489
Total income before income taxes	$	186,050	$	175,692	$	150,569

Income tax expense was comprised of the following:



	53-Weeks Ended		52-Weeks Ended		52-Weeks Ended
(In thousands)	August 31, 2024		August 26, 2023		August 27, 2022
Current:
Federal	$	30,600	$	24,740	$	22,733
State and local	7,392		6,128		6,226
Foreign	383		659		1,247
Total current expense	$	38,375	$	31,527	$	30,206

Deferred:
Federal	$	5,746	$	8,804	$	11,218
State and local	2,502		1,740		1,614
Foreign	118		46		(1,043)
Total deferred income tax expense	8,366		10,590		11,789
Total tax expense	$	46,741	$	42,117	$	41,995

A reconciliation of the federal statutory income tax rate to the effective income tax rate is as follows:



	53-Weeks Ended		52-Weeks Ended		52-Weeks Ended
(In thousands)	August 31, 2024		August 26, 2023		August 27, 2022
Statutory income tax expense:	21.0	%	21.0	%	21.0	%
Change in fair value of warrant liabilities	—		—		5.0
State income tax expense, net of federal	4.2		4.0		4.2
Valuation allowance	—		—		(1.5)
Taxes on foreign income above the U.S. tax	0.1		0.2		1.3
Change in tax rate	0.2		—		(0.2)
Non-deductible transaction costs	0.5		—		—
Other permanent items	(0.9)		(1.2)		(1.9)
Income tax expense	25.1	%	24.0	%	27.9	%

The tax effects of temporary differences that gave rise to significant portions of the deferred tax assets and liabilities at August 31, 2024, and August 26, 2023, were as follows:


(In thousands)	August 31, 2024		August 26, 2023
Deferred tax assets
Accounts receivable allowances	$	1,371	$	1,381
Accrued expenses	4,520		3,732
Net operating loss carryforwards	17,200		26
Share based compensation	4,736		4,398
Lease liabilities	9,956		11,200
Capitalized Section 174 Expenditures	4,330		1,053
Tax capitalization of inventory costs	1,517		2,177
Transaction costs	1,838		1,961
Federal benefit of state taxes	1,529		1,418
Other	926		585
Deferred tax assets	47,923		27,931
Valuation allowance	—		—
Deferred tax asset, net of valuation allowance	$	47,923	$	27,931

Deferred tax liabilities:
Excess tax over book depreciation	(3,954)		(4,870)
Intangible assets	(200,130)		(127,791)
Lease right-of-use assets	(8,774)		(9,997)
Other	(1,077)		(1,406)
Deferred tax liabilities	(213,935)		(144,064)
Net deferred tax liabilities	$	(166,012)	$	(116,133)

The Company had federal net operating loss carryforwards of $63.0 million and $0.0 million, state net operating loss carryforwards of $44.2 million and $0.3 million, and foreign net operating loss carryforwards of $1.7 million and $0.0 million at August 31, 2024 and August 26, 2023, respectively. Federal net operating loss carryforwards will begin to expire in 2037 and the state net operating loss carryforwards will begin to expire in 2031.

As of August 31, 2024, the Company has no valuation allowances on its deferred tax assets.

As of August 31, 2024, the Company does not intend to indefinitely reinvest its foreign earnings within its subsidiary in Canada and has not recognized any tax liabilities related to this jurisdiction. It is the Company’s intention to reinvest the earnings of its other non-U.S. subsidiaries in its Australia and New Zealand operations. As of August 31, 2024, the Company has not made a provision for U.S. or additional foreign withholding taxes for any outside basis differences inherent in its investments in foreign subsidiaries that are indefinitely reinvested. It is not practicable to estimate the amount of deferred tax liability related to investments in these foreign subsidiaries.

As of August 31, 2024, and August 26, 2023, the Company has no unrecognized tax benefits.

The Company records interest and penalties associated with unrecognized tax benefits as a component of tax expense. As of August 31, 2024, and August 26, 2023, the Company has not accrued any interest or penalties on unrecognized tax benefits, as there is no position recorded as of these fiscal year-ends. No changes to the uncertain tax position balance are anticipated within the next 12 months and are not expected to materially affect the financial statements.

As of August 31, 2024, tax years 2017 to 2023 remain subject to examination in the United States by the Internal Revenue Service and state tax authorities and the tax years 2017 to 2023 remain subject to examination in other major foreign jurisdictions where the Company conducts business. State income tax returns are generally subject to examination for a period of three to six years after the filing of the respective return.

The future utilization of federal net operating loss carryforwards generated after 2017 is limited to 80% of taxable income. An additional limitation applies to the use of federal net operating loss and credit carryforwards, under Section 382 of the Internal Revenue Code of

1986, as amended, that is applicable if the Company experiences an "ownership change”. The Company has experienced various “ownership changes” in prior years. With the OWYN Acquisition, an "ownership change" occurred in the current year. The resulting Section 382 limitations are not expected to materially affect the Company’s ability to utilize carryforwards. Future changes in the ownership of the Company could further limit the Company’s ability to utilize its net operating losses and credits.

In 2021, the Organization for Economic Co-operation and Development (OECD) announced Pillar Two Model Rules, which call for the taxation of large multinational corporations at a minimum rate of 15%. Many non-U.S. tax jurisdictions have either recently enacted legislation to adopt certain components of the Pillar Two Model Rules beginning in fiscal 2025 with the adoption of additional components in later years or announced their plans to enact legislation in future years. The currently enacted Pillar Two Model Rules are not expected to have a significant effect on the Company’s provision for income taxes. The Company continues to monitor developments and evaluate effects, if any, of these provisions on its results of operations and cash flows for future years.

- Definition

The entire disclosure for income tax.

+ References

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+ Details

Insider Trading Arrangements	12 Months Ended
Insider Trading Arrangements	Aug. 31, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Income Taxes - Narrative (Details) - USD ($) $ in Thousands	Aug. 31, 2024	Aug. 26, 2023
Entity Information
Valuation allowance	$ 0	$ 0
Unrecognized tax benefits	0	0
Accrued interest or penalties on unrecognized tax benefits	0	0
State and local
Entity Information
Operating loss carryforwards	44,200	300
Foreign
Entity Information
Operating loss carryforwards	1,700	0
Domestic Tax Jurisdiction
Entity Information
Operating loss carryforwards	$ 63,000	$ 0

Omnibus Incentive Plan (Details) - USD ($) $ in Thousands	12 Months Ended
Omnibus Incentive Plan (Details) - USD ($) $ in Thousands	Aug. 31, 2024	Aug. 26, 2023	Aug. 27, 2022	Jul. 07, 2017
Share-based Compensation
Stock compensation expense	$ 18,421	$ 14,480	$ 11,697
Incentive Plan
Share-based Compensation
Number of shares authorized				9,067,917
Number of shares available for grant	3,000,000.0

- 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

Consolidated Statement of Stockholders' Equity (Deficit) - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-In Capital	Retained Earnings (Accumulated Deficit)	Accumulated Other Comprehensive Income	Treasury Stock, Common
Condensed Statement of Stockholders' Equity
Common stock, $0.01 par value, 600,000,000 shares authorized, 102,515,315 and 101,929,868 issued at August 31, 2024 and August 26, 2023, respectively	$ 959
Treasury stock, 2,365,100 shares and 2,365,100 shares at cost at August 31, 2024 and August 26, 2023, respectively	(2,145)
Additional paid-in-capital	1,085,001
Retained earnings	105,807
Accumulated other comprehensive loss	$ (818)
Treasury Stock, Common, Shares	98,234
Beginning balance (in shares) at Aug. 28, 2021	95,882,908
Beginning balance at Aug. 28, 2021	$ 1,188,804
Condensed Statement of Stockholders' Equity
Net income	108,574			$ 108,574
Stock-based compensation	11,697		$ 11,697
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Gain (Loss) Arising During Period, Net of Tax	14				$ 14
Foreign currency translation, net of reclassification adjustments	(1,147)
Shares issued upon vesting of restricted stock units (in shares)		256,374
Shares issued upon vesting of restricted stock units	(3,660)	$ 3	(3,663)
Exercise of options to purchase common stock (in shares)		352,791
Exercise of options to purchase common stock	$ 4,343	$ 3	4,340
Repurchase of common stock (in shares)	1,720,520					1,720,520
Repurchase of common stock	$ (59,858)					$ (59,858)
Warrant conversion	$ 189,897	$ 48	189,849
Warrant conversion (shares)		4,830,761
Ending balance (in shares) at Aug. 27, 2022	101,322,834
Ending balance at Aug. 27, 2022	$ 1,438,664
Condensed Statement of Stockholders' Equity
Common stock, $0.01 par value, 600,000,000 shares authorized, 102,515,315 and 101,929,868 issued at August 31, 2024 and August 26, 2023, respectively	1,013
Treasury stock, 2,365,100 shares and 2,365,100 shares at cost at August 31, 2024 and August 26, 2023, respectively	(62,003)
Additional paid-in-capital	1,287,224
Retained earnings	214,381
Accumulated other comprehensive loss	$ (1,951)
Treasury Stock, Common, Shares	1,818,754
Net income	$ 133,575			133,575
Stock-based compensation	13,562		13,562
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Gain (Loss) Arising During Period, Net of Tax	(642)				(642)
Shares issued upon vesting of restricted stock units (in shares)		210,718
Shares issued upon vesting of restricted stock units	(2,859)	$ 2	(2,861)
Exercise of options to purchase common stock (in shares)		396,316
Exercise of options to purchase common stock	$ 5,247	$ 4	5,243
Repurchase of common stock (in shares)	546,346					546,346
Repurchase of common stock	$ (16,448)					$ (16,448)
Ending balance (in shares) at Aug. 26, 2023	101,929,868
Ending balance at Aug. 26, 2023	$ 1,571,099
Condensed Statement of Stockholders' Equity
Common stock, $0.01 par value, 600,000,000 shares authorized, 102,515,315 and 101,929,868 issued at August 31, 2024 and August 26, 2023, respectively	1,019
Treasury stock, 2,365,100 shares and 2,365,100 shares at cost at August 31, 2024 and August 26, 2023, respectively	(78,451)
Additional paid-in-capital	1,303,168
Retained earnings	347,956
Accumulated other comprehensive loss	$ (2,593)
Treasury Stock, Common, Shares	2,365,100
Net income	$ 139,309			$ 139,309
Stock-based compensation	17,279		17,279
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Gain (Loss) Arising During Period, Net of Tax	554				554
Foreign currency translation, net of reclassification adjustments					$ (1,147)
Shares issued upon vesting of restricted stock units (in shares)		328,568
Shares issued upon vesting of restricted stock units	(5,048)	$ 3	(5,051)
Exercise of options to purchase common stock (in shares)		256,879
Exercise of options to purchase common stock	$ 4,293	$ 3	$ 4,290
Repurchase of common stock (in shares)	0
Ending balance (in shares) at Aug. 31, 2024	102,515,315
Ending balance at Aug. 31, 2024	$ 1,727,486
Condensed Statement of Stockholders' Equity
Common stock, $0.01 par value, 600,000,000 shares authorized, 102,515,315 and 101,929,868 issued at August 31, 2024 and August 26, 2023, respectively	1,025
Treasury stock, 2,365,100 shares and 2,365,100 shares at cost at August 31, 2024 and August 26, 2023, respectively	(78,451)
Additional paid-in-capital	1,319,686
Retained earnings	487,265
Accumulated other comprehensive loss	$ (2,039)
Treasury Stock, Common, Shares	2,365,100

Segment and Customer Information

12 Months Ended

Aug. 31, 2024

Segment Reporting [Abstract]

Segment and Customer Information

Following the OWYN Acquisition, the Company's operations are organized into two operating segments, Quest and Atkins, and OWYN, which are aggregated into one reporting segment due to similar financial, economic and operating characteristics. The operating segments are also similar in the following areas: (a) the nature of the products; (b) the nature of the production processes; (c) the methods used to distribute products to customers; (d) the type of customer for the products; and, (e) the nature of the regulatory environment. The Company also designed its organizational structure to support entity-wide business functions across brands, products, customers, and geographic regions. As a result, during the fifty-three weeks ended August 31, 2024, the Company determined its operations are organized into two operating segments, which were aggregated into one reporting segment due to similar financial, economic and operating characteristics. During the fifty-two weeks ended August 26, 2023, and August 27, 2022, the Company determined its operations are organized into one, consolidated operating segment and reportable segment.

Reconciliation of the totals of reported segment revenue, profit or loss measurement, assets and other significant items reported by segment to the corresponding GAAP totals is not applicable to the Company as it only has one reportable segment. Additionally, revenue from transactions with external customers for each of Simply Good Foods’ products would be impracticable to disclose and management does not view its business by product line. The following is a summary of revenue disaggregated by geographic area and brand:


	53-Weeks Ended		52-Weeks Ended		52-Weeks Ended
(In thousands)	August 31, 2024		August 26, 2023		August 27, 2022
North America (1)
Atkins	$	491,986	$	526,769	$	540,328
Quest	777,394		682,789		593,943
OWYN	29,213		—		—
Total North America	1,298,593		1,209,558		1,134,271
International (1)	32,728		33,114		34,407
Total	$	1,331,321	$	1,242,672	$	1,168,678
(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.

The following is a summary of long lived assets by geographic area:


(In thousands)	August 31, 2024		August 26, 2023
Long lived assets
North America (1)	$	24,830	$	24,861

Total	$	24,830	$	24,861
(1) The North America geographic area consists of long-lived assets substantially related to the United States and there is no individual foreign country in which more than 10% of the Company’s long-lived assets are located or that is otherwise deemed individually material.

Significant Customers

Credit risk for the Company was concentrated in three customers who each comprised more than 10% of the Company’s total sales for the fifty-three weeks ended August 31, 2024, and fifty-two weeks ended August 26, 2023, and August 27, 2022.


	53-Weeks Ended		52-Weeks Ended		52-Weeks Ended
	August 31, 2024		August 26, 2023		August 27, 2022
Customer 1	31	%	31	%	31	%
Customer 2	18	%	16	%	13	%
Customer 3	n/a		n/a		10	%
n/a - Not applicable as the customer was not significant during these fiscal years.

At August 31, 2024, and August 26, 2023, the following amounts of the Company’s accounts receivable, net were related to these significant customers for the periods in which the customers were significant:


(In thousands)	August 31, 2024				August 26, 2023
Customer 1	$	41,943	28	%	$	43,098	30	%
Customer 2	$	51,411	34	%	$	37,384	26	%

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

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+ Details

Leases (Details) - USD ($) $ in Thousands	12 Months Ended
Leases (Details) - USD ($) $ in Thousands	Aug. 31, 2024	Aug. 26, 2023	Aug. 27, 2022
Lease, Cost [Abstract]
Operating lease cost	$ 9,011	$ 8,998	$ 9,077
Variable lease cost	3,825	3,556	3,068
Total operating lease cost	12,836	12,554	12,145
Finance lease amortization of right-of-use asset	125	241	273
Finance lease interest on liabilities	2	14	30
Total finance lease cost	127	255	303
Total operating and finance lease cost	$ 12,963	$ 12,809	12,448
Lease assets and liabilities
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]	Other long-term assets	Other long-term assets
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]	Property and equipment, net	Property and equipment, net
Total lease assets	$ 35,097	$ 40,147
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Accrued expenses and other current liabilities	Accrued expenses and other current liabilities
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Current maturities of long-term debt	Current maturities of long-term debt
Noncurrent operating lease liabilities	Other long-term liabilities	Other long-term liabilities
Total lease liabilities	$ 39,824	$ 44,981
Future maturities of operating lease liabilities
2025	7,536
2026	6,783
2027	6,936
2028	6,267
2029	6,183
Thereafter	14,679
Total operating lease payments	48,384
Less: Interest	(8,560)
Present value of operating lease liabilities	39,824
Future maturities of finance lease liabilities
Present value of finance lease liabilities	$ 0	$ 143
Operating lease weighted average remaining lease term	6 years 6 months	6 years 2 months 26 days
Finance lease weighted average remaining lease term	0 years	7 months 9 days
Operating lease weighted average discount rate	5.10%	4.40%
Finance lease weighted average discount rate	0.00%	5.60%
Supplemental cash flow information related to leases
Operating cash flows from operating leases	$ 12,042	$ 11,002	9,656
Operating cash flows from finance leases	955	544	631
Financing cash flow from finance leases	$ 145	$ 278	$ 313

Income Taxes (Tables)

12 Months Ended

Aug. 31, 2024

Income Tax Disclosure [Abstract]

Schedule of Income before Income Tax, Domestic and Foreign

The sources of income before income taxes are as follows:



	53-Weeks Ended		52-Weeks Ended		52-Weeks Ended
(In thousands)	August 31, 2024		August 26, 2023		August 27, 2022
Domestic	$	184,580	$	173,733	$	148,080
Foreign	1,470		1,959		2,489
Total income before income taxes	$	186,050	$	175,692	$	150,569

Schedule of Components of Income Tax Expense (Benefit)

Income tax expense was comprised of the following:



	53-Weeks Ended		52-Weeks Ended		52-Weeks Ended
(In thousands)	August 31, 2024		August 26, 2023		August 27, 2022
Current:
Federal	$	30,600	$	24,740	$	22,733
State and local	7,392		6,128		6,226
Foreign	383		659		1,247
Total current expense	$	38,375	$	31,527	$	30,206

Deferred:
Federal	$	5,746	$	8,804	$	11,218
State and local	2,502		1,740		1,614
Foreign	118		46		(1,043)
Total deferred income tax expense	8,366		10,590		11,789
Total tax expense	$	46,741	$	42,117	$	41,995

Schedule of Effective Income Tax Rate Reconciliation

A reconciliation of the federal statutory income tax rate to the effective income tax rate is as follows:



	53-Weeks Ended		52-Weeks Ended		52-Weeks Ended
(In thousands)	August 31, 2024		August 26, 2023		August 27, 2022
Statutory income tax expense:	21.0	%	21.0	%	21.0	%
Change in fair value of warrant liabilities	—		—		5.0
State income tax expense, net of federal	4.2		4.0		4.2
Valuation allowance	—		—		(1.5)
Taxes on foreign income above the U.S. tax	0.1		0.2		1.3
Change in tax rate	0.2		—		(0.2)
Non-deductible transaction costs	0.5		—		—
Other permanent items	(0.9)		(1.2)		(1.9)
Income tax expense	25.1	%	24.0	%	27.9	%

Schedule of Deferred Tax Assets and Liabilities

The tax effects of temporary differences that gave rise to significant portions of the deferred tax assets and liabilities at August 31, 2024, and August 26, 2023, were as follows:


(In thousands)	August 31, 2024		August 26, 2023
Deferred tax assets
Accounts receivable allowances	$	1,371	$	1,381
Accrued expenses	4,520		3,732
Net operating loss carryforwards	17,200		26
Share based compensation	4,736		4,398
Lease liabilities	9,956		11,200
Capitalized Section 174 Expenditures	4,330		1,053
Tax capitalization of inventory costs	1,517		2,177
Transaction costs	1,838		1,961
Federal benefit of state taxes	1,529		1,418
Other	926		585
Deferred tax assets	47,923		27,931
Valuation allowance	—		—
Deferred tax asset, net of valuation allowance	$	47,923	$	27,931

Deferred tax liabilities:
Excess tax over book depreciation	(3,954)		(4,870)
Intangible assets	(200,130)		(127,791)
Lease right-of-use assets	(8,774)		(9,997)
Other	(1,077)		(1,406)
Deferred tax liabilities	(213,935)		(144,064)
Net deferred tax liabilities	$	(166,012)	$	(116,133)

Segment and Customer Information Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas (Details) - USD ($) $ in Thousands	12 Months Ended
	Aug. 31, 2024	Aug. 26, 2023	Aug. 27, 2022
Revenues from External Customers and Long-Lived Assets [Line Items]
Net sales	$ 1,331,321	$ 1,242,672	$ 1,168,678
Long lived assets	24,830	24,861
North America [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Net sales	1,298,593	1,209,558	1,134,271
Long lived assets	24,830	24,861
International, Excluding North America [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Net sales	32,728	33,114	34,407
Atkins
Revenues from External Customers and Long-Lived Assets [Line Items]
Net sales	491,986	526,769	540,328
Quest
Revenues from External Customers and Long-Lived Assets [Line Items]
Net sales	777,394	682,789	593,943
OWYN
Revenues from External Customers and Long-Lived Assets [Line Items]
Net sales	$ 29,213	$ 0	$ 0

- 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

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+ Details

Omnibus Incentive Plan Restricted Stock Unit Activity (Details) - Non-vested stock units $ / shares in Units, $ in Millions	12 Months Ended
	Aug. 31, 2024 USD ($) $ / shares shares
Units
Non-vested at beginning of period (in shares) \| shares	514,498
Granted in period (in shares) \| shares	337,183
Vested in period (in shares) \| shares	(272,485)
Forfeited in period (in shares) \| shares	(32,925)
Non-vested at end of period (in shares) \| shares	546,271
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	36.64
Vested (in dollars per share) \| $ / shares	32.93
Forfeited (in dollars per share) \| $ / shares	38.72
Non-vested at end of period (in dollars per share) \| $ / shares	$ 37.38
Additional disclosures
Award vesting period	3 years
Compensation cost not yet recognized \| $	$ 11.8
Compensation cost not yet recognized, period for recognition	1 year 7 months 6 days

Stockholders' Equity	12 Months Ended
Stockholders' Equity	Aug. 31, 2024
Equity [Abstract]
Stockholders' Equity	Stockholders’ Equity Warrants to Purchase Common Stock During the fifty-two weeks ended August 27, 2022, the Company had outstanding liability-classified Private Warrants that allowed holders to purchase 6,700,000 shares of the Company’s common stock. Such Private Warrants were held by Conyers Park, a related party. Each whole warrant entitled the holder to purchase one share of the Company’s common stock at a price of $11.50 per share. On January 7, 2022, Conyers Park elected to exercise the Private Warrants in full on a cashless basis, resulting in a net issuance of 4,830,761 shares of the Company’s common stock. As a result of the cashless exercise on January 7, 2022, there were no outstanding liability-classified Private Warrants as of August 31, 2024, or August 26, 2023. As discussed in Note 8, Fair Value of Financial Instruments, the liability-classified warrants were remeasured on a recurring basis, primarily based on observable market data while the related theoretical private warrant volatility assumption within the Black-Scholes model represents a Level 3 measurement within the fair value measurement hierarchy. The periodic fair value remeasurements of the warrant liability, including the cashless exercise and the settlement of the warrant liability, have been reflected in (Loss) in fair value change of warrant liability within the Consolidated Statements of Income and Comprehensive Income. Stock Repurchase Program 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 fifty-three weeks ended August 31, 2024. During the fifty-two weeks ended August 26, 2023, the Company repurchased 546,346 shares of common stock at an average share price of $30.11 per share. During the fifty-two weeks ended August 27, 2022, the Company repurchased 1,720,520 shares of common stock at an average share price of $34.79 per share. As of August 31, 2024, approximately $71.5 million remained available under the stock repurchase program. Accumulated Other Comprehensive Loss During the fifty-two weeks ended August 27, 2022, the Company recognized a foreign currency translation gain of $1.1 million related to the liquidation of a foreign subsidiary. The gain is reflected as a component of Other income (expense) in Gain (loss) on foreign currency transactions within the Consolidated Statements of Income and Comprehensive Income.

- Definition

The entire disclosure for equity.

+ References

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+ Details

Summary of Significant Accounting Policies (Details) - USD ($)		12 Months Ended
	Apr. 29, 2024	Aug. 31, 2024	Aug. 26, 2023	Aug. 27, 2022	Jan. 07, 2022	Jul. 06, 2017
Entity Information
Credit loss charges on accounts receivable		$ (100,000)	$ 700,000	$ 100,000
Allowance for doubtful accounts		$ 700,000	1,900,000
Reserve for inventory four to six months from expiration		50.00%
Reserve for inventory within three months of expiration		100.00%
Finished goods		$ 120,914,000	111,761,000
Raw materials		22,940,000	6,512,000
Reserve for obsolete inventory		(1,747,000)	(1,682,000)
Inventories		142,107,000	116,591,000
Impairment of property and equipment		0
Shares, Issued					4,830,761
CustomerTradeAllowance		36,300,000	28,800,000
Cost of goods sold		819,755,000	789,252,000	723,117,000
Advertising expense		103,000,000	79,200,000	84,300,000
Prepaid advertising		1,000,000.0	1,800,000
Research and development expenses		5,400,000	4,300,000	4,100,000
Defined contribution plan expense		$ 1,600,000	$ 1,400,000	1,100,000
Private Warrants
Entity Information
Outstanding warrant issued (in shares)		0	0		6,700,000
Warrant price per share (in dollars per share)						$ 11.50
Fair Value, Option, Quantitative Disclosures [Line Items]
Outstanding warrant issued (in shares)		0	0		6,700,000
Shipping and Handling
Entity Information
Cost of goods sold		$ 93,500,000	$ 89,200,000	$ 91,700,000
Furniture and fixtures
Entity Information
Estimated useful lives		7 years
Computer equipment, software and website development \| Minimum
Entity Information
Estimated useful lives		3 years
Computer equipment, software and website development \| Maximum
Entity Information
Estimated useful lives		5 years
Machinery and equipment \| Minimum
Entity Information
Estimated useful lives		5 years
Machinery and equipment \| Maximum
Entity Information
Estimated useful lives		7 years
Office equipment \| Minimum
Entity Information
Estimated useful lives		3 years
Office equipment \| Maximum
Entity Information
Estimated useful lives		5 years
Acquisition of OWYN
Entity Information
Agreement date of OWYN Acquisition	Apr. 29, 2024
OWYN Acquisition gross consideration		$ 281,900,000

Omnibus Incentive Plan Performance Stock Units Activity (Details) - USD ($) $ / shares in Units, $ in Millions	12 Months Ended
	Aug. 31, 2024	Aug. 26, 2023	Aug. 27, 2022
Performance Stock Units
Units
Non-vested at beginning of period (in shares)	191,779
Granted in period (in shares)	181,853
Vested in period (in shares)	(189,884)
Forfeited in period (in shares)	(3,957)
Non-vested at end of period (in shares)	179,791	191,779
Weighted average grant-date fair value
Non-vested at beginning of period (in dollars per share)	$ 42.41
Vested (in dollars per share)	21.52
Forfeited (in dollars per share)	57.43
Non-vested at end of period (in dollars per share)	$ 59.08	$ 42.41
Additional disclosures
Award vesting period	3 years
Compensation cost not yet recognized	$ 4.3
Compensation cost not yet recognized, period for recognition	1 year 4 months 24 days
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Minimum	33.96%	45.00%	43.00%
Expected dividend rate	0.00%	0.00%	0.00%
Expected option term	2 years 11 months 4 days	3 years	3 years
Risk-free rate of return, minimum	4.62%	4.55%	0.70%
Granted (in dollars per share)	$ 38.77
Performance Stock Units \| Minimum
Additional disclosures
Award vesting rights, percentage	0.00%
Performance Stock Units \| Maximum
Additional disclosures
Award vesting rights, percentage	200.00%
Employee stock options
Additional disclosures
Award vesting period	3 years
Compensation cost not yet recognized, period for recognition	1 year 4 months 24 days
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Minimum	37.00%	39.00%	37.07%
Expected dividend rate	0.00%	0.00%	0.00%
Expected option term	6 years	6 years	6 years
Risk-free rate of return, minimum	4.39%	4.27%	1.26%
Performance Shares Grant Date Fair Value (Annual Grant)
Additional disclosures
Granted (in dollars per share)	$ 57.43	$ 62.55	$ 63.42

Fair Value of Financial Instruments	12 Months Ended
Fair Value of Financial Instruments	Aug. 31, 2024
Fair Value Disclosures [Abstract]
Fair Value of Financial Instruments	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. Level 3 Measurements During the fifty-two weeks ended August 27, 2022, the Company had outstanding liability-classified Private Warrants that allowed holders to purchase 6,700,000 shares of the Company’s common stock. Such Private Warrants were held by Conyers Park Sponsor, LLC (“Conyers Park”), a related party. On January 7, 2022, Conyers Park elected to exercise the Private Warrants in full on a cashless basis, resulting in a net issuance of 4,830,761 shares of the Company’s common stock. As a result of Conyers Park’s election to exercise the Private Warrants, there were no outstanding liability-classified Private Warrants as of August 31, 2024, August 26, 2023, or August 27, 2022. Refer to Note 12, Stockholders’ Equity, for additional details regarding the cashless exercise of the Private Warrants. The Company utilized the Black-Scholes model to estimate the fair value of the Private Warrants at each reporting date. The application of the Black-Scholes model utilizes significant assumptions, including volatility. Significant judgment is required in determining the expected volatility, historically the key assumption, of the Private Warrants. In order to determine the most accurate measure of this volatility, the Company measured expected volatility based on several inputs, including considering a peer group of publicly traded companies, the Company’s implied volatility based on traded options, the implied volatility of comparable warrants, and the implied volatility of any outstanding public warrants during the periods they were outstanding. As a result of the unobservable inputs that were used to determine the expected volatility of the Private Warrants, the fair value measurement of these warrants reflected a Level 3 measurement within the fair value measurement hierarchy. The periodic remeasurement of the warrant liability has been reflected in (Loss) in fair value change of warrant liability within the Consolidated Statements of Income and Comprehensive Income. The adjustments for the fifty-two weeks ended August 27, 2022, resulted in a loss of $30.1 million. As a result of the warrant exercise on January 7, 2022, there was no associated adjustment during the fifty-three weeks ended August 31, 2024, or the fifty-two weeks ended August 26, 2023. There were no transfers of financial instruments between the three levels of the fair value hierarchy during the fiscal years ended August 31, 2024, August 26, 2023, and August 27, 2022, respectively. The Company’s non-financial assets, which consist primarily of property and equipment, right-of-use assets, goodwill, and other intangible assets, are not required to be carried at fair value on a recurring basis and are reported at carrying value. The fair values of these assets are determined, as required, based on Level 3 measurements, including estimates of the amount and timing of future cash flows based upon historical experience, expected market conditions, and management’s plans. All other components of the balance sheet such as accounts receivable, cash and cash equivalents, and others approximate fair value as of August 31, 2024.

- 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.

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+ Details

Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Aug. 31, 2024	Aug. 26, 2023
Deferred tax assets
Accounts receivable allowances	$ 1,371	$ 1,381
Inventories write-downs	1,517	2,177
Accrued expenses	4,520	3,732
Net operating loss carryforwards	17,200	26
Share-based compensation	4,736	4,398
Deferred Tax Assets, Lease Liabilities	9,956	11,200
Deferred Tax Asset, In-Process Research and Development	4,330	1,053
Other	926	585
Deferred tax assets	47,923	27,931
Valuation allowance	0	0
Deferred tax assets, net of valuation allowance	47,923	27,931
Deferred tax liabilities
Excess tax over book depreciation	(3,954)	(4,870)
Intangible assets	(200,130)	(127,791)
Lease right-of-use assets	(8,774)	(9,997)
Other	(1,077)	(1,406)
Deferred tax liabilities	(213,935)	(144,064)
Net deferred tax liabilities	(166,012)	(116,133)
Deferred Tax Assets, Investments	1,838	1,961
Federal benefit of state taxes	$ 1,529	$ 1,418

Goodwill and Intangibles (Tables)

12 Months Ended

Aug. 31, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill

Changes to Goodwill during the fifty-three weeks ended August 31, 2024 were as follows:


(In thousands)	Goodwill
Balance as of August 26, 2023	$	543,134
Acquisition of business	48,553
Balance as of August 31, 2024	$	591,687

Schedule of Finite-Lived Intangible Assets

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


				August 31, 2024
(In thousands)	Useful life			Gross carrying amount		Accumulated amortization		Net carrying amount
Intangible assets with indefinite life:
Brands and trademarks	Indefinite life			$	1,197,000	$	—	$	1,197,000
Intangible assets with finite lives:
Customer relationships	15 years			$	194,500	$	65,171	$	129,329
Licensing agreements	13 years			22,000		12,415		9,585
Proprietary recipes and formulas	7 years			7,000		7,000		—
Software and website development costs	3	-	5 years	5,034		4,921		113
Intangible assets in progress	3	-	5 years	439		—		439
				$	1,425,973	$	89,507	$	1,336,466


				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 consist of the following:


				August 31, 2024
(In thousands)	Useful life			Gross carrying amount		Accumulated amortization		Net carrying amount
Intangible assets with indefinite life:
Brands and trademarks	Indefinite life			$	1,197,000	$	—	$	1,197,000
Intangible assets with finite lives:
Customer relationships	15 years			$	194,500	$	65,171	$	129,329
Licensing agreements	13 years			22,000		12,415		9,585
Proprietary recipes and formulas	7 years			7,000		7,000		—
Software and website development costs	3	-	5 years	5,034		4,921		113
Intangible assets in progress	3	-	5 years	439		—		439
				$	1,425,973	$	89,507	$	1,336,466


				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 Finite-Lived Intangible Assets, Future Amortization Expense

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


(In thousands)	Amortization

2025	14,933
2026	14,903
2027	14,903
2028	14,903
2029	14,891
Thereafter	64,494
Total	$	139,027

- Definition

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

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-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1A
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1A

Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-2

+ Details

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Aug. 31, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of inventories

Inventories, as presented with the Consolidated Balance Sheets, is summarized as follows:


(In thousands)	August 31, 2024		August 26, 2023
Finished goods	$	120,914	$	111,761
Raw materials	22,940		6,512
Reserve for obsolete inventory	(1,747)		(1,682)
Total inventories	$	142,107	$	116,591

Property and equipment, useful lives

The general ranges of estimated useful lives are:


Furniture and fixtures	7 years
Computer equipment, software and website development costs	3	-	5 years
Machinery and equipment	5	-	7 years
Office equipment	3	-	5 years

Business Combination

12 Months Ended

Aug. 31, 2024

Business Combinations [Abstract]

Business Combinations

Business Combination

On April 29, 2024, the Company’s wholly owned subsidiary, Simply Good Foods, USA, Inc. entered into a stock purchase agreement (the “Purchase Agreement”) to acquire Only What You Need, Inc. (“OWYN”), a plant-based protein food company (the “OWYN Acquisition”), for approximately $280.0 million. On June 13, 2024, pursuant to the Purchase Agreement, the Company completed the OWYN Acquisition by acquiring 100% of the equity interests for a cash purchase price at closing of $281.9 million, subject to certain customary post-closing adjustments. We acquired OWYN as a part of our vision to lead the nutritious snacking movement with trusted brands that offer a variety of convenient, innovative, great-tasting, better-for-you snacks and meal replacements that will now offer plant-based products to a wider market of consumers.

The OWYN Acquisition was funded through a combination of incremental borrowings under our outstanding Term Facility, totaling $250.0 million, and cash on hand. Business transaction costs within the Consolidated Statements of Income and Comprehensive Income for the fifty-three weeks ended August 31, 2024 were $14.5 million, inclusive of $5.7 million of transaction advisory fees related to the OWYN Acquisition, $3.4 million of non-deferrable third-party financing costs incurred in connection with the 2024 Incremental Facility Amendment to the Credit Agreement, and $5.4 million of legal, due diligence, accounting, and other costs.

The OWYN Acquisition was accounted for as a business combination under ASC 805, Business Combinations (“ASC 805”) which requires, among other things, assets acquired and liabilities assumed to be measured at their acquisition date fair value. The following table sets forth the preliminary purchase price allocation of the OWYN Acquisition to the estimated fair value of the net assets acquired at the date of the Acquisition, in thousands. The preliminary purchase price allocation may be adjusted as a result of the finalization of the Company’s purchase price allocation procedures related to the assets acquired and liabilities assumed; including, but not limited to, certain customary post-closing adjustments such as the finalization of working capital, tax return finalization, and other adjustments.

The preliminary June 13, 2024, fair value is as follows:


Assets acquired:
Cash and cash equivalents	$	1,476
Accounts receivable, net	14,214
Inventories(1)	38,955
Prepaid assets	563
Property and equipment, net	136
Intangible assets, net(2)	243,626
Other long-term assets	6
Liabilities assumed:
Accounts payable	20,378
Other current liabilities	3,753
Deferred tax liability(3)	41,513
Total identifiable net assets	233,332
Goodwill(4)	48,553
Total assets acquired and liabilities assumed	$	281,885

(1)Inventory was estimated using the comparative sales method, which quantifies the fair value of inventory based on the expected sales price of the subject inventory, reduced for: (i) all costs expected to be incurred in its completion/disposition efforts and (ii) a profit on those costs.

(2)Intangible assets were recorded at fair value consistent with ASC 820 as a result of the OWYN Acquisition. Intangible assets consist of $223.0 million of brand and $20.5 million of customer relationships. The useful lives of the intangible assets are disclosed in Note 5 of the Consolidated Financial Statements. The fair value measurement of the assets and liabilities was based on significant inputs not observable in the market and thus represent Level 3 measurements within the fair value measurement hierarchy. Level 3 fair market values were determined using a variety of information, including estimated future cash flows and market comparable data and companies.

The fair value of the indefinite-lived brand asset was estimated using the multi-period excess earnings method of the income approach, wherein the net earnings attributable to the asset are isolated from other “contributory assets” in order to estimate the cash flows solely attributable to the asset over its remaining economic life.

The fair value of the customer relationship intangible asset was estimated using the with/without method of the income approach, wherein the value is estimated by comparing the overall business cash flows with the customer relationships in place to the cash flows in a hypothetical scenario where the customer relationships are not in place. The significant assumptions used in estimating the fair value under the with/without method include the time to recreate the asset, profitability under both scenarios, and the estimated discount rate.

(3)Primarily as a result of the fair value attributable to the identifiable intangible assets, the deferred income tax liability was $41.5 million.

(4)Goodwill was recorded at fair value consistent with ASC 820 as a result of the OWYN Acquisition. Amounts recorded for goodwill created in an acquisition structured as a stock purchase for tax are generally not expected to be deductible for tax purposes. As such, the acquired goodwill is not expected to be deductible for tax purposes. Goodwill represents the future economic benefits arising from other assets acquired that could not be individually identified and separately recognized.

The final determination of the fair value of the assets acquired and liabilities assumed is expected to be completed in the fourth fiscal quarter of 2025.

Measurement period adjustments are recognized in the reporting period in which the adjustments are determined and calculated as if the accounting had been completed at the acquisition date. The final fair value determination of the assets acquired and liabilities assumed will be completed prior to one year from the transaction completion, consistent with ASC 805.

The results of OWYN’s operations have been included in the Simply Good Foods' Consolidated Financial Statements since the acquisition date. The Company has not disclosed earnings from the acquired OWYN business as they are immaterial. The following table provides net sales from the acquired OWYN business included in the Company's results:


	53-Weeks Ended
(In thousands)	August 31, 2024
Net sales	$	29,213

Unaudited Pro Forma Financial Information

Pro forma financial information is not intended to represent or be indicative of the actual results of operations of the combined business that would have been reported had the OWYN Acquisition been completed at the beginning of the fiscal year 2023, nor is it representative of future operating results of the Company.

This unaudited pro forma combined financial information is prepared based on ASC 805 period end guidance. The Company and the legacy OWYN entity have different fiscal year ends, with Simply Good Foods’ fiscal year being the last Saturday of August while the legacy OWYN business fiscal year end was December 31. Because the year ends differ by more than 93 days, OWYN's financial information is required to be adjusted to a period within 93 days of Simply Good Foods’ fiscal period end. In addition to these period end adjustments, the pro forma results include certain nonrecurring adjustments that were directly related to the business combination, including business transaction costs, as disclosed above.

The following unaudited pro forma combined financial information presents combined results of the Company assuming the OWYN Acquisition occurred at the beginning of fiscal year 2023:


	53-Weeks Ended		52-Weeks Ended
(In thousands)	August 31, 2024		August 26, 2023
Net Sales	$	1,414,580	$	1,303,643
Net income	$	136,220	$	97,693

Business Combination (Details 3) - USD ($) $ in Thousands	12 Months Ended
Business Combination (Details 3) - USD ($) $ in Thousands	Aug. 31, 2024	Aug. 26, 2023	Jun. 13, 2024
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Net sales, pro forma	$ 1,414,580	$ 1,303,643
Net income, pro forma	136,220	$ 97,693
Acquisition of OWYN
Business Acquisition [Line Items]
Intangible assets, net			$ 243,626
Deferred income taxes			$ 41,513
Acquisition of OWYN \| Customer relationships
Business Acquisition [Line Items]
Intangible assets, net	20,500
Acquisition of OWYN \| Brands and trademarks
Business Acquisition [Line Items]
Intangible assets, net	$ 223,000

Omnibus Incentive Plan Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Aug. 31, 2024	Aug. 26, 2023	Aug. 27, 2022
Additional disclosures
Proceeds from option exercises	$ 4,293	$ 5,247	$ 4,343
Employee stock options
Shares underlying options
Outstanding at beginning of period (in shares)	2,668,462
Granted (in shares)	17,633
Exercised (in shares)	(256,879)
Forfeited (in shares)	(18,649)
Outstanding at end of period (in shares)	2,410,567	2,668,462
Vested or expected to vest (in shares)	2,410,567
Exercisable (in shares)	2,131,180
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)	16.71
Forfeited (in dollars per share)	39.50
Outstanding at end of period (in dollars per share)	20.75	$ 20.41
Vested or expected to vest (in dollars per share)	20.75
Exercisable (in dollars per share)	$ 18.53
Weighted average remaining contractual life (if years)
Outstanding at end of period, contractual life	4 years 4 months 20 days	5 years 6 months 21 days
Vested or expected to vest, contractual life	4 years 4 months 20 days
Exercisable, contractual life	3 years 10 months 20 days
Intrinsic value
Outstanding, intrinsic value	$ 29,826	$ 39,610
Vested and expected to vest, intrinsic value	29,826
Exercisable, intrinsic value	$ 29,826
Additional disclosures
Award vesting period	3 years
Expiration period	10 years
Compensation not yet recognized	$ 2,300
Compensation cost not yet recognized, period for recognition	1 year 4 months 24 days
Proceeds from option exercises	$ 4,300	$ 5,200	$ 4,300

Leases (Tables)

12 Months Ended

Aug. 31, 2024

Leases [Abstract]

Components of lease expense

The components of lease expense were as follows.


		53-Weeks Ended		52-Weeks Ended		52-Weeks Ended
(In thousands)	Statement of Operations Caption	August 31, 2024		August 26, 2023		August 27, 2022
Operating lease cost:
Lease cost	Cost of goods sold and General and administrative	$	9,011	$	8,998	$	9,077
Variable lease cost (1)	Cost of goods sold and General and administrative	3,825		3,556		3,068
Total operating lease cost		$	12,836	$	12,554	$	12,145



Finance lease cost:
Amortization of right-of use assets	Cost of goods sold	$	125	$	241	$	273
Interest on lease liabilities	Interest expense	2		14		30
Total finance lease cost		$	127	$	255	$	303

Total lease cost		$	12,963	$	12,809	$	12,448

(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	August 31, 2024		August 26, 2023
Assets
Operating lease right-of-use assets	Other long-term assets	$	35,097	$	40,022
Finance lease right-of-use assets	Property and equipment, net	—		125
Total lease assets		$	35,097	$	40,147

Liabilities
Current:
Operating lease liabilities	Accrued expenses and other current liabilities	$	5,494	$	7,566
Finance lease liabilities	Current maturities of long-term debt	—		143
Long-term:
Operating lease liabilities	Other long-term liabilities	34,330		37,272

Total lease liabilities		$	39,824	$	44,981

Future maturities of operating lease liabilities

Future maturities of lease liabilities as of August 31, 2024, were as follows:


(In thousands)	Operating Leases
Fiscal year ending:
2025	$	7,536
2026	6,783
2027	6,936
2028	6,267
2029	6,183
Thereafter	14,679
Total lease payments	48,384
Less: Interest	(8,560)
Present value of lease liabilities	$	39,824

Future maturities of finance lease liabilities

Future maturities of lease liabilities as of August 31, 2024, were as follows:


(In thousands)	Operating Leases
Fiscal year ending:
2025	$	7,536
2026	6,783
2027	6,936
2028	6,267
2029	6,183
Thereafter	14,679
Total lease payments	48,384
Less: Interest	(8,560)
Present value of lease liabilities	$	39,824

Weighted-average remaining lease terms and discount rates

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


	August 31, 2024		August 26, 2023
Weighted-average remaining lease term (in years)
Operating leases	6.50		6.24
Finance leases	0.00		0.61
Weighted-average discount rate
Operating leases	5.1	%	4.4	%
Finance leases	—	%	5.6	%

Supplemental cash flow information related to leases

Supplemental and other information related to leases was as follows:


	53-Weeks Ended		52-Weeks Ended		52-Weeks Ended
(In thousands)	August 31, 2024		August 26, 2023		August 27, 2022
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	12,042	$	11,002	$	9,656
Operating cash flows from finance leases	$	955	$	544	$	631
Financing cash flows from finance leases	$	145	$	278	$	313

Business Combination (Details 1) - USD ($)		12 Months Ended
Business Combination (Details 1) - USD ($)	Apr. 29, 2024	Aug. 31, 2024	Aug. 26, 2023	Aug. 27, 2022
Business Acquisition [Line Items]
Business transaction costs		$ 14,524,000	$ 0	$ 0
Acquisition of OWYN
Business Acquisition [Line Items]
Agreement date of OWYN Acquisition	Apr. 29, 2024
OWYN Acquisition gross consideration		281,900,000
Business transaction costs		14,500,000
Acquisition of OWYN \| Transaction advisory
Business Acquisition [Line Items]
Business transaction costs		5,700,000
Acquisition of OWYN \| Debt issuance
Business Acquisition [Line Items]
Business transaction costs		3,400,000
Acquisition of OWYN \| Legal, due diligence, and accounting
Business Acquisition [Line Items]
Business transaction costs		$ 5,400,000

Business Combination (Tables)

12 Months Ended

Aug. 31, 2024

Business Combinations [Abstract]

Schedule of Business Acquisitions

The preliminary June 13, 2024, fair value is as follows:


Assets acquired:
Cash and cash equivalents	$	1,476
Accounts receivable, net	14,214
Inventories(1)	38,955
Prepaid assets	563
Property and equipment, net	136
Intangible assets, net(2)	243,626
Other long-term assets	6
Liabilities assumed:
Accounts payable	20,378
Other current liabilities	3,753
Deferred tax liability(3)	41,513
Total identifiable net assets	233,332
Goodwill(4)	48,553
Total assets acquired and liabilities assumed	$	281,885

(3)Primarily as a result of the fair value attributable to the identifiable intangible assets, the deferred income tax liability was $41.5 million.

Revenues of Acquired Entity


	53-Weeks Ended
(In thousands)	August 31, 2024
Net sales	$	29,213

Pro Forma Acquisition Information

The following unaudited pro forma combined financial information presents combined results of the Company assuming the OWYN Acquisition occurred at the beginning of fiscal year 2023:


	53-Weeks Ended		52-Weeks Ended
(In thousands)	August 31, 2024		August 26, 2023
Net Sales	$	1,414,580	$	1,303,643
Net income	$	136,220	$	97,693

Accrued Expenses and Other Current Liabilities

12 Months Ended

Aug. 31, 2024

Accrued Liabilities, Current [Abstract]

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities in the Consolidated Balance Sheets were comprised of the following:


(In thousands)	August 31, 2024		August 26, 2023
Accrued professional fees	$	2,719	$	1,290
Accrued advertising allowances and claims	4,203		1,960
Accrued bonus expenses	11,603		8,387
Accrued freight expenses	3,376		1,171
Accrued payroll-related expenses	3,815		3,792
Accrued commissions	1,875		1,466
Income taxes payable	2,700		65
VAT payable	5,915		4,707

Current operating lease liabilities	5,494		7,566
Accrued R&D expenses	1,564		360
Other accrued expenses	6,527		4,298
Accrued expenses and other current liabilities	$	49,791	$	35,062

The increase in Accrued expenses and other current liabilities as of August 31, 2024, as compared to August 26, 2023, was primarily a result of the OWYN Acquisition.

Accrued Expenses and Other Current Liabilities (Tables)

12 Months Ended

Aug. 31, 2024

Accrued Liabilities, Current [Abstract]

Schedule of Accrued Liabilities

Accrued expenses and other current liabilities in the Consolidated Balance Sheets were comprised of the following:


(In thousands)	August 31, 2024		August 26, 2023
Accrued professional fees	$	2,719	$	1,290
Accrued advertising allowances and claims	4,203		1,960
Accrued bonus expenses	11,603		8,387
Accrued freight expenses	3,376		1,171
Accrued payroll-related expenses	3,815		3,792
Accrued commissions	1,875		1,466
Income taxes payable	2,700		65
VAT payable	5,915		4,707

Current operating lease liabilities	5,494		7,566
Accrued R&D expenses	1,564		360
Other accrued expenses	6,527		4,298
Accrued expenses and other current liabilities	$	49,791	$	35,062

The increase in Accrued expenses and other current liabilities as of August 31, 2024, as compared to August 26, 2023, was primarily a result of the OWYN Acquisition.

Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Aug. 31, 2024	Aug. 26, 2023
Accrued Liabilities, Current [Abstract]
Accrued professional fees	$ 2,719	$ 1,290
Accrued advertising allowances and claims	4,203	1,960
Accrued bonus expenses	11,603	8,387
Accrued freight expenses	3,376	1,171
Accrued payroll-related expenses	3,815	3,792
Accrued commissions	1,875	1,466
Income taxes payable	2,700	65
VAT payable	5,915	4,707
Current operating lease liabilities	5,494	7,566
Accrued R&D expenses	1,564	360
Other accrued expenses	6,527	4,298
Accrued expenses and other current liabilities	$ 49,791	$ 35,062

Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Aug. 31, 2024	Aug. 26, 2023	Aug. 27, 2022
Numerator:
Net income available to common stock stockholders	$ 139,309	$ 133,575	$ 108,574
Denominator:
Weighted average common shares - basic (in shares)	99,929,196	99,442,046	98,754,913
Basic earnings per share from net income (in dollars per share)	$ 1.39	$ 1.34	$ 1.10
Numerator:
Net income available to common stock stockholders	$ 139,309	$ 133,575	$ 108,574
Loss in fair value change of warrant liability	0	0	30,062
Numerator for Diluted Earnings	$ 139,309	$ 133,575	$ 108,574
Denominator:
Weighted average common shares - basic (in shares)	99,929,196	99,442,046	98,754,913
Employee stock options	1,112,459	1,241,762	1,578,329
Non-vested stock units	240,233	196,271	255,914
Weighted average common shares - diluted (in shares)	101,281,888	100,880,079	100,589,156
Diluted earnings per share from net income (in dollars per share)	$ 1.38	$ 1.32	$ 1.08
Private Warrants
Numerator:
Loss in fair value change of warrant liability			$ (30,100)
Denominator:
Antidilutive securities excluded from computation of earnings per share	0	0	700,000
Non-vested stock units
Denominator:
Antidilutive securities excluded from computation of earnings per share	0	0	0
Employee stock options
Denominator:
Antidilutive securities excluded from computation of earnings per share	800,000	600,000	300,000

Restructuring and related charges	12 Months Ended
Restructuring and related charges	Aug. 31, 2024
Restructuring and Related Activities [Abstract]
Restructuring and related charges	Restructuring and Related Charges In May 2020, the Company announced certain restructuring activities in conjunction with the implementation of the Company’s future-state organization design, which created a fully integrated organization with its completed Quest Acquisition. The new organization design became effective on August 31, 2020. These restructuring plans primarily included workforce reductions, changes in management structure, and the relocation of business activities from one location to another. The Company substantially completed the aforementioned restructuring activities during the fifty-two weeks ended August 27, 2022. During the fifty-two weeks ended August 27, 2022, the Company incurred $0.1 million of restructuring charges which included an immaterial gain on lease termination related to its lease in the Netherlands. Since the announcement of the restructuring activities in May 2020, the Company incurred aggregate restructuring and restructuring-related costs of $9.9 million. The one-time termination benefits and employee severance costs incurred in relation to these restructuring activities were accounted for in accordance with ASC Topic 420, Exit or Disposal Cost Obligations, and ASC Topic 712, Compensation - Nonretirement Post-employment Benefits, respectively. The Company recognized a liability and the related expense for these restructuring costs when the liability was incurred and could be measured. Restructuring accruals were based upon management estimates at the time and could change depending upon changes in facts and circumstances subsequent to the date the original liability was recorded. The effect of these restructuring activities was included within General and administrative on the Consolidated Statements of Income and Comprehensive Income. No restructuring and restructuring-related costs were incurred in the fifty-three weeks ended August 31, 2024, or the fifty-two weeks ended August 26, 2023.

Consolidated Balance Sheets (Parentheticals) - $ / shares	Aug. 31, 2024	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)	102,515,315	101,929,868
Common stock shares outstanding (in shares)	100,150,215	99,564,768
Treasury Stock, Common, Shares	2,365,100	2,365,100

Fair Value of Financial Instruments (Details) - USD ($)	12 Months Ended
Fair Value of Financial Instruments (Details) - USD ($)	Aug. 31, 2024	Aug. 26, 2023	Aug. 27, 2022	Feb. 23, 2024	Jan. 07, 2022	Jul. 06, 2017
Fair Value, Option, Quantitative Disclosures [Line Items]
Loss in fair value change of warrant liability	$ 0	$ 0	$ 30,062,000
Share price				$ 35.59
Transfers of financial instruments out of Level 3	$ 0	$ 0
Private Warrants
Fair Value, Option, Quantitative Disclosures [Line Items]
Outstanding warrant issued (in shares)	0	0			6,700,000
Loss in fair value change of warrant liability			$ (30,100,000)
Warrant price per share (in dollars per share)						$ 11.50

Consolidated Statements of Operations and Comprehensive Income - USD ($) $ in Thousands	12 Months Ended
	Aug. 31, 2024	Aug. 26, 2023	Aug. 27, 2022
Income Statement [Abstract]
Net sales	$ 1,331,321	$ 1,242,672	$ 1,168,678
Cost of goods sold	819,755	789,252	723,117
Gross profit	511,566	453,420	445,561
Operating expenses:
Selling and marketing	143,929	119,489	121,685
General and administrative	129,699	111,566	103,832
Depreciation and amortization	16,917	17,416	17,285
Business transaction costs	14,524	0	0
Total operating expenses	305,069	248,471	242,802
Income from operations	206,497	204,949	202,759
Other income (expense):
Interest income	4,307	1,144	15
Interest expense	(26,029)	(30,068)	(21,881)
(Loss) in fair value change of warrant liability	0	0	(30,062)
Gain (loss) on foreign currency transactions	267	(344)	191
Other income (expense)	1,008	11	(453)
Total other income (expense)	(20,447)	(29,257)	(52,190)
Income before income taxes	186,050	175,692	150,569
Income tax expense	46,741	42,117	41,995
Net income	139,309	133,575	108,574
Other comprehensive income:
Foreign currency translation, net of reclassification adjustments	554	(642)	(1,133)
Comprehensive income	$ 139,863	$ 132,933	$ 107,441
Earnings per share:
Basic (in dollars per share)	$ 1.39	$ 1.34	$ 1.10
Diluted (in dollars per share)	$ 1.38	$ 1.32	$ 1.08
Weighted average shares outstanding:
Basic (in shares)	99,929,196	99,442,046	98,754,913
Diluted (in shares)	101,281,888	100,880,079	100,589,156

Goodwill and Intangibles - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Aug. 31, 2024	Aug. 26, 2023	Aug. 27, 2022
Intangible assets:
Intangible assets, Gross carrying amount	$ 1,425,973	$ 1,183,407
Accumulated amortization	(89,507)	(75,288)
Finite-lived intangible assets, Net carrying amount	139,027
Intangible assets, Net carrying amount	1,336,466	1,108,119
Amortization of intangible assets	15,200	$ 15,700	$ 15,800
Estimated future amortization expense
2025	14,933
2026	14,903
2027	14,903
2028	14,903
2029	14,891
Thereafter	$ 64,494
Customer relationships
Intangible assets:
Useful life	15 years	15 years
Finite-lived intangible assets, Gross carrying amount	$ 194,500	$ 174,000
Accumulated amortization	(65,171)	(53,303)
Finite-lived intangible assets, Net carrying amount	$ 129,329	$ 120,697
Licensing agreements
Intangible assets:
Useful life	13 years	13 years
Finite-lived intangible assets, Gross carrying amount	$ 22,000	$ 22,000
Accumulated amortization	(12,415)	(10,498)
Finite-lived intangible assets, Net carrying amount	$ 9,585	$ 11,502
Proprietary recipes and formulas
Intangible assets:
Useful life	7 years	7 years
Finite-lived intangible assets, Gross carrying amount	$ 7,000	$ 7,000
Accumulated amortization	(7,000)	(6,131)
Finite-lived intangible assets, Net carrying amount	0	869
Software and website development costs
Intangible assets:
Finite-lived intangible assets, Gross carrying amount	5,034	6,328
Accumulated amortization	(4,921)	(5,356)
Finite-lived intangible assets, Net carrying amount	113	972
Intangible assets in progress
Intangible assets:
Finite-lived intangible assets, Gross carrying amount	439	79
Accumulated amortization	0	0
Finite-lived intangible assets, Net carrying amount	439	79
Brands and trademarks
Intangible assets:
Indefinite-lived intangible assets	$ 1,197,000	$ 974,000
Minimum \| Software and website development costs
Intangible assets:
Useful life	3 years	3 years
Minimum \| Intangible assets in progress
Intangible assets:
Useful life	3 years	3 years
Maximum \| Software and website development costs
Intangible assets:
Useful life	5 years	5 years
Maximum \| Intangible assets in progress
Intangible assets:
Useful life	5 years	5 years

Long-Term Debt and Line of Credit (Tables)

12 Months Ended

Aug. 31, 2024

Debt Disclosure [Abstract]

Schedule of long-term debt

Long-term debt consists of the following:


(In thousands)	August 31, 2024		August 26, 2023
Term Facility (effective rate of 7.9% at August 31, 2024)	$	400,000	$	285,000
Finance lease liabilities (effective rate of 0.0% at August 31, 2024)	—		143
Less: Deferred financing fees	2,515		3,351
Total debt	397,485		281,792

Less: Current finance lease liabilities	—		143
Long-term debt, net of deferred financing fees	$	397,485	$	281,649

Principal maturities of debt

As of August 31, 2024, aggregate principal maturities of debt for each of the next five fiscal years and thereafter are as follows:


(In thousands)	Principal maturities
2025	$	—
2026	—
2027	400,000
2028	—
2029	—
Thereafter	—
Total debt	$	400,000

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(22))
-SubTopic 10
-Topic 210
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69B
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481568/470-20-55-69B

Reference 3: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69E
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481568/470-20-55-69E

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.12-04(a))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-3

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
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-SubTopic 30
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482925/835-30-45-2

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
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-Topic 505
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-Section 50
-Paragraph 3
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-URI https://asc.fasb.org/1943274/2147481112/505-10-50-3

Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 942
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-Section 50
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Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
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-URI https://asc.fasb.org/1943274/2147481112/505-10-50-6

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
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-URI https://asc.fasb.org/1943274/2147481112/505-10-50-7

+ Details

Omnibus Incentive Plan Fair Value Assumptions (Details) - Employee stock options - USD ($)	12 Months Ended
	Aug. 31, 2024	Aug. 26, 2023	Aug. 27, 2022
Share-based Compensation
Weighted average grant date fair value	$ 14.36	$ 16.58	$ 15.32
Expected volatility, minimum	37.00%	39.00%	37.07%
Expected dividend rate	0.00%	0.00%	0.00%
Expected option term	6 years	6 years	6 years
Risk-free rate of return, minimum	4.39%	4.27%	1.26%
Expected dividend payments	$ 0

- 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

Omnibus Incentive Plan (Tables)

12 Months Ended

Aug. 31, 2024

Share-Based Payment Arrangement [Abstract]

Schedule of stock options activity

The following table summarizes stock option activity for the fifty-three weeks ended August 31, 2024:


(In thousands, except share and per share data)	Shares underlying options	Weighted average exercise price		Weighted average remaining life (years)	Aggregate intrinsic value
Outstanding as of August 26, 2023	2,668,462	$	20.41	5.56	$	39,610
Granted	17,633	33.02
Exercised	(256,879)	16.71
Forfeited	(18,649)	39.50
Outstanding as of August 31, 2024	2,410,567	$	20.75	4.39	$	29,826
Vested and expected to vest as of August 31, 2024	2,410,567	$	20.75	4.39	$	29,826
Exercisable as of August 31, 2024	2,131,180	$	18.53	3.89	$	29,826

Schedule of stock option exercise price ranges

The following table summarizes information about stock options outstanding at August 31, 2024:


Range of Exercise Prices				Number outstanding	Weighted average exercise price		Weighted average remaining life (years)	Number exercisable	Weighted average exercise price
$	12.00	-	17.77	1,266,743	$	12.45	2.78	1,266,743	$	12.45
$	17.78	-	23.55	387,810	20.13		4.59	387,810	20.13
$	23.56	-	29.33	158,044	24.38		4.97	158,044	24.38
$	29.34	-	35.11	17,633	33.02		9.03	—	—
$	35.12	-	40.88	580,337	37.91		7.47	318,583	37.87
				2,410,567	$	20.75	4.39	2,131,180	$	18.53

Schedule of stock options valuation assumptions

The fair value of each option grant is estimated on the date of grant using the Black-Scholes Option Pricing Model based on the following assumptions:


	53-Weeks Ended	52-Weeks Ended	52-Weeks Ended
	August 31, 2024	August 26, 2023	August 27, 2022
Expected volatility	37.00%	39.00%	37.07%
Expected dividend yield	—%	—%	—%
Expected option term	6	6	6
Risk-free rate of return	4.39%	4.27%	1.26%

Schedule of restricted stock units activity

The following table summarizes restricted stock unit activity for the fifty-three weeks ended August 31, 2024:


	Units	Weighted average grant-date fair value
Non-vested as of August 26, 2023	514,498	$	35.59
Granted	337,183	36.64
Vested	(272,485)	32.93
Forfeited	(32,925)	38.72
Non-vested as of August 31, 2024	546,271	$	37.38

Schedule of non-vested performance-based units activity

The following table summarizes performance stock unit activity for the fifty-three weeks ended August 31, 2024:


	Units	Weighted average grant-date fair value
Non-vested as of August 26, 2023	191,779	$	42.41
Granted	181,853	38.77
Vested	(189,884)	21.52
Forfeited	(3,957)	57.43
Non-vested as of August 31, 2024	179,791	$	59.08

Schedule of stock appreciation rights activity

The following table summarizes SARs activity for the fifty-three weeks ended August 31, 2024:


	Shares Underlying SARs	Weighted average exercise price		Weighted average remaining contractual life (in years)
Outstanding as of August 26, 2023	150,000	$	37.67
Granted	—	—
Exercised	—	—
Forfeited	—	—
Outstanding as of August 31, 2024	150,000	$	37.67	0.00
Vested and expected to vest as of August 31, 2024	150,000	$	—	0.00
Exercisable as of August 31, 2024	—	$	—	0.00

Fair Value Measurement Inputs and Valuation Techniques

The fair value of each performance stock unit grant is estimated on the date of grant using a Monte-Carlo simulation based on the following assumptions presented below which are associated with each year’s annual grant:


	53-Weeks Ended	52-Weeks Ended	52-Weeks Ended
	August 31, 2024	August 26, 2023	August 27, 2022
Expected volatility	33.96%	45.00%	43.00%
Expected dividend yield	—%	—%	—%
Expected performance term	2.93	3	3
Risk-free rate of return	4.62%	4.55%	0.70%
Fair value	$57.43	$62.55	$63.42

Long-Term Debt and Line of Credit - Schedule of Debt (Details) - USD ($) $ in Thousands	Aug. 31, 2024	Aug. 26, 2023
Credit Agreement & Amendments
Term Facility	$ 400,000	$ 285,000
Finance lease liabilities	0	143
Less: Deferred financing fees	2,515	3,351
Total debt	397,485	281,792
Long-term debt, net of deferred financing fees	$ 397,485	$ 281,649
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Current maturities of long-term debt	Current maturities of long-term debt
Long-Term Debt, Fiscal Year Maturity [Abstract]
2025	$ 0
2026	0
2027	400,000
2028	0
2029	0
Thereafter	0
Total debt	$ 400,000

Document and Entity Information - USD ($) $ / shares in Units, $ in Millions	12 Months Ended
	Aug. 31, 2024	Oct. 18, 2024	Feb. 23, 2024
Document Information [Line Items]
Entity Central Index Key	0001702744
Document Type	10-K
Current Fiscal Year End Date	--08-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	FY
Amendment Flag	false
Document Annual Report	true
Document Period End Date	Aug. 31, 2024
Document Transition Report	false
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 Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
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
ICFR Auditor Attestation Flag	true
Entity Shell Company	false
Entity Public Float			$ 3,300
Share price			$ 35.59
Entity Common Stock, Shares Outstanding		100,221,529
Auditor Name	Deloitte & Touche LLP
Auditor Firm ID	34
Auditor Location	Denver, Colorado
Documents Incorporated by Reference [Text Block]	Certain portions of the registrant’s definitive proxy statement, in connection with its 2025 annual meeting of stockholders, to be filed within 120 days after the end of fiscal year ended August 31, 2024, are incorporated by reference into Part III of this Annual Report on Form 10‑K.

Omnibus Incentive Plan

12 Months Ended

Aug. 31, 2024

Share-Based Payment Arrangement [Abstract]

Omnibus Incentive Plan

Stock-based compensation includes stock options, restricted stock units, performance stock unit awards, and stock appreciation rights, which are awarded to employees, directors, and consultants of the Company. Stock-based compensation expense is recognized on a straight-line basis over the requisite service period of the award based on its 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.

For the fifty-three weeks ended August 31, 2024, and the fifty-two weeks ended August 26, 2023, and August 27, 2022, the Company recorded stock-based compensation expense of $18.4 million, $14.5 million, and $11.7 million, respectively.

In July 2017, the Company’s stockholders approved the 2017 Omnibus Incentive Plan (the “Incentive Plan”). The Incentive Plan provides for the issuance of a maximum of 9,067,917 shares of stock-denominated awards to directors, employees, officers and agents of the Company. As of August 31, 2024, there were 3.0 million shares available for grant under the Incentive Plan.

Stock Options

Stock options granted under the Incentive Plan are granted at a price equal to or more than the fair value of common stock on the date the option is granted. Stock options under the Incentive Plan generally become exercisable ratably over three years from the date of grant and must be exercised within ten years from the date of grant.

The following table summarizes stock option activity for the fifty-three weeks ended August 31, 2024:


(In thousands, except share and per share data)	Shares underlying options	Weighted average exercise price		Weighted average remaining life (years)	Aggregate intrinsic value
Outstanding as of August 26, 2023	2,668,462	$	20.41	5.56	$	39,610
Granted	17,633	33.02
Exercised	(256,879)	16.71
Forfeited	(18,649)	39.50
Outstanding as of August 31, 2024	2,410,567	$	20.75	4.39	$	29,826
Vested and expected to vest as of August 31, 2024	2,410,567	$	20.75	4.39	$	29,826
Exercisable as of August 31, 2024	2,131,180	$	18.53	3.89	$	29,826

The following table summarizes information about stock options outstanding at August 31, 2024:


Range of Exercise Prices				Number outstanding	Weighted average exercise price		Weighted average remaining life (years)	Number exercisable	Weighted average exercise price
$	12.00	-	17.77	1,266,743	$	12.45	2.78	1,266,743	$	12.45
$	17.78	-	23.55	387,810	20.13		4.59	387,810	20.13
$	23.56	-	29.33	158,044	24.38		4.97	158,044	24.38
$	29.34	-	35.11	17,633	33.02		9.03	—	—
$	35.12	-	40.88	580,337	37.91		7.47	318,583	37.87
				2,410,567	$	20.75	4.39	2,131,180	$	18.53

The weighted average fair value of options granted during the fifty-three weeks ended August 31, 2024, and the fifty-two weeks ended August 26, 2023, and August 27, 2022, were $14.36, $16.58, and $15.32, respectively.

The fair value of each option grant is estimated on the date of grant using the Black-Scholes Option Pricing Model based on the following assumptions:


	53-Weeks Ended	52-Weeks Ended	52-Weeks Ended
	August 31, 2024	August 26, 2023	August 27, 2022
Expected volatility	37.00%	39.00%	37.07%
Expected dividend yield	—%	—%	—%
Expected option term	6	6	6
Risk-free rate of return	4.39%	4.27%	1.26%

As the Company has now been listed for more than five years for the years presented above, which is broadly consistent with the expected term of the options, the Company has based its Black-Scholes valuation model’s expected volatility assumption on the actual volatility of its daily closing share price over the period since listing to the valuation date. The risk-free rates are based on the implied yield available on U.S. Treasury zero-coupon issues with an equivalent remaining term. Future annual dividends over the expected term are estimated to be nil.

As of August 31, 2024, the Company had $2.3 million of total unrecognized compensation cost related to stock option plans that will be recognized over a weighted average period of 1.4 years. During the fifty-three weeks ended August 31, 2024, and fifty-two weeks ended August 26, 2023, and August 27, 2022, the Company received $4.3 million, $5.2 million, and $4.3 million in cash from stock option exercises, respectively.

Restricted Stock Units

Restricted stock units granted under the Incentive Plan are granted at a price equal to closing market price of the Company’s common stock on the date of grant. Restricted stock units under the Incentive Plan generally vest over three years.

The following table summarizes restricted stock unit activity for the fifty-three weeks ended August 31, 2024:


	Units	Weighted average grant-date fair value
Non-vested as of August 26, 2023	514,498	$	35.59
Granted	337,183	36.64
Vested	(272,485)	32.93
Forfeited	(32,925)	38.72
Non-vested as of August 31, 2024	546,271	$	37.38

As of August 31, 2024, the Company had $11.8 million of total unrecognized compensation cost related to restricted stock units that will be recognized over a weighted average period of 1.6 years.

Performance Stock Units

During the fifty-three weeks ended August 31, 2024, the Board of Directors granted performance stock units under the Company’s Incentive Plan. The number of shares issuable as a result of grants of performance stock units is determined based on the performance criteria of the Company’s relative total shareholder return, or relative TSR, measured for the Company and each company in the Russell 3000 Food & Beverage index using the immediately preceding 30-day average share price at the beginning and end of the applicable three-year performance period. The percentile rank of the Company’s TSR within the peer group determines the percent of the target award earned, ranging between 0% and 200%. The related compensation expense is recognized regardless of whether or not the market condition is satisfied, provided the requisite service is rendered. Performance stock units were valued using a Monte-Carlo simulation.

The following table summarizes performance stock unit activity for the fifty-three weeks ended August 31, 2024:


	Units	Weighted average grant-date fair value
Non-vested as of August 26, 2023	191,779	$	42.41
Granted	181,853	38.77
Vested	(189,884)	21.52
Forfeited	(3,957)	57.43
Non-vested as of August 31, 2024	179,791	$	59.08

Performance stock units are generally granted to employees as a part of the annual grant in November of the associated fiscal year, although the Board of Directors reserves the right to administer mid-year grants from time to time as they see fit. The fair value of each performance stock unit grant is estimated on the date of grant using a Monte-Carlo simulation based on the following assumptions presented below which are associated with each year’s annual grant:


	53-Weeks Ended	52-Weeks Ended	52-Weeks Ended
	August 31, 2024	August 26, 2023	August 27, 2022
Expected volatility	33.96%	45.00%	43.00%
Expected dividend yield	—%	—%	—%
Expected performance term	2.93	3	3
Risk-free rate of return	4.62%	4.55%	0.70%
Fair value	$57.43	$62.55	$63.42

As of August 31, 2024, the Company had $4.3 million of total unrecognized compensation cost related to performance stock units that will be recognized over a weighted average period of 1.4 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 if and when the applicable vesting criteria has been met. SARs cliff vest three years from the date of grant and must be exercised within ten years.

The following table summarizes SARs activity for the fifty-three weeks ended August 31, 2024:


	Shares Underlying SARs	Weighted average exercise price		Weighted average remaining contractual life (in years)
Outstanding as of August 26, 2023	150,000	$	37.67
Granted	—	—
Exercised	—	—
Forfeited	—	—
Outstanding as of August 31, 2024	150,000	$	37.67	0.00
Vested and expected to vest as of August 31, 2024	150,000	$	—	0.00
Exercisable as of August 31, 2024	—	$	—	0.00

The SARs exercised in the fifty-two weeks ended August 26, 2023, resulted in a net issuance of 38,850 shares of the Company’s common stock. The SARs granted in the fifty-two weeks ended August 26, 2023, are liability-classified; therefore, the related stock-based compensation expense is based on the vesting provisions and the fair value of the awards.

Leases

12 Months Ended

Aug. 31, 2024

Leases [Abstract]

Leases, ASC 842 Disclosure

Leases

The components of lease expense were as follows.


		53-Weeks Ended		52-Weeks Ended		52-Weeks Ended
(In thousands)	Statement of Operations Caption	August 31, 2024		August 26, 2023		August 27, 2022
Operating lease cost:
Lease cost	Cost of goods sold and General and administrative	$	9,011	$	8,998	$	9,077
Variable lease cost (1)	Cost of goods sold and General and administrative	3,825		3,556		3,068
Total operating lease cost		$	12,836	$	12,554	$	12,145



Finance lease cost:
Amortization of right-of use assets	Cost of goods sold	$	125	$	241	$	273
Interest on lease liabilities	Interest expense	2		14		30
Total finance lease cost		$	127	$	255	$	303

Total lease cost		$	12,963	$	12,809	$	12,448

(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	August 31, 2024		August 26, 2023
Assets
Operating lease right-of-use assets	Other long-term assets	$	35,097	$	40,022
Finance lease right-of-use assets	Property and equipment, net	—		125
Total lease assets		$	35,097	$	40,147

Liabilities
Current:
Operating lease liabilities	Accrued expenses and other current liabilities	$	5,494	$	7,566
Finance lease liabilities	Current maturities of long-term debt	—		143
Long-term:
Operating lease liabilities	Other long-term liabilities	34,330		37,272

Total lease liabilities		$	39,824	$	44,981

Future maturities of lease liabilities as of August 31, 2024, were as follows:


(In thousands)	Operating Leases
Fiscal year ending:
2025	$	7,536
2026	6,783
2027	6,936
2028	6,267
2029	6,183
Thereafter	14,679
Total lease payments	48,384
Less: Interest	(8,560)
Present value of lease liabilities	$	39,824

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


	August 31, 2024		August 26, 2023
Weighted-average remaining lease term (in years)
Operating leases	6.50		6.24
Finance leases	0.00		0.61
Weighted-average discount rate
Operating leases	5.1	%	4.4	%
Finance leases	—	%	5.6	%

Supplemental and other information related to leases was as follows:


	53-Weeks Ended		52-Weeks Ended		52-Weeks Ended
(In thousands)	August 31, 2024		August 26, 2023		August 27, 2022
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	12,042	$	11,002	$	9,656
Operating cash flows from finance leases	$	955	$	544	$	631
Financing cash flows from finance leases	$	145	$	278	$	313

Pay vs Performance Disclosure - USD ($) $ in Thousands	12 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Aug. 31, 2024	Aug. 26, 2023	Aug. 27, 2022
Pay vs Performance Disclosure
Net income	$ 139,309	$ 133,575	$ 108,574

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-6

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/1943274/2147483443/250-10-50-9

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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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
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147482765/220-10-50-6

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Reference 27: http://www.xbrl.org/2003/role/disclosureRef
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Reference 30: http://www.xbrl.org/2003/role/disclosureRef
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Reference 32: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Commitments and Contingencies (Details) $ in Millions	Aug. 31, 2024 USD ($)
Loss Contingencies [Line Items]
Celebrity endorsement payment obligation	$ 1.2

Omnibus Incentive Plan Stock Appreciation Rights Activity (Details) - Stock Appreciation Rights (SARs)	12 Months Ended
	Aug. 31, 2024 $ / shares shares
Stock Appreciation Rights
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
Vested or expected to vest (in shares) \| shares	150,000
Exercisable (in shares) \| shares	0
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
Vested or expected to vest (in dollars per share) \| $ / shares	0
Exercisable (in dollars per share) \| $ / shares	$ 0
Weighted average remaining contractual life (if years)
Outstanding at end of period, contractual life	0 years
Vested or expected to vest, contractual life	0 years
Exercisable, contractual life	0 years
Additional disclosures
Award vesting period	3 years
Expiration period	10 years

Nature of Operations and Principles of Consolidation	12 Months Ended
Nature of Operations and Principles of Consolidation	Aug. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Nature of Operations and Principles of Consolidation	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, Atkins, and OWYN 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. On April 29, 2024, the Company entered into a stock purchase agreement (the “Purchase Agreement”) to acquire Only What You Need, Inc. (“OWYN”), a plant-based protein food company (the “OWYN Acquisition”), for approximately $280.0 million. On June 13, 2024, pursuant to the Purchase Agreement, the Company completed the OWYN Acquisition by acquiring 100% of the equity interests for a cash purchase price at closing of $281.9 million, subject to certain customary post-closing adjustments. 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, Atkins for those following a low-carb lifestyle and OWYN for those looking for plant-based alternatives. 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.” Basis of Presentation The consolidated financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). The Company maintains its accounting records on a 52/53-week fiscal year, ending on the last Saturday in August. The financial information presented within the Company’s consolidated financial statements has been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). The accompanying financial statements include Consolidated Balance Sheets for the periods ended August 31, 2024, and August 26, 2023. The remaining financial statements include the fifty-three weeks ended August 31, 2024, the fifty-two weeks ended August 26, 2023, and the fifty-two weeks ended August 27, 2022. The consolidated financial statements include the accounts of the Company 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 on a consolidated basis.

Long-Term Debt and Line of Credit - Narrative (Details)	Jun. 13, 2024 USD ($)	Nov. 07, 2019 USD ($)	Jul. 07, 2017 USD ($)	Aug. 31, 2024 USD ($)
Credit Agreement & Amendments
Repayments of principal due in next twelve months				$ 0
Effective interest rate, finance lease liabilities				0.00%
Debt Related Commitment Fees and Debt Issuance Costs	$ 3,400,000
Debt Instrument, Fee Amount	$ 1,200,000
Term Loan
Credit Agreement & Amendments
Effective interest rate, Term Facility				7.85%
Barclays Bank PLC and Other Parties
Credit Agreement & Amendments
Letters of credit outstanding				$ 2,100,000
Barclays Bank PLC and Other Parties \| Term Loan
Credit Agreement & Amendments
Repayments of principal due in next twelve months				$ 0
Barclays Bank PLC and Other Parties \| Revolving Credit Facility
Credit Agreement & Amendments
Net leverage ratio post reduction (equal to or less than)			6.00
Line of Credit Facility \| Barclays Bank PLC and Other Parties \| Base Rate
Credit Agreement & Amendments
Basis spread on variable rate	0.50%
Line of Credit Facility \| Barclays Bank PLC and Other Parties \| SOFR Loan
Credit Agreement & Amendments
Basis spread on variable rate	2.50%
Line of Credit Facility \| Barclays Bank PLC and Other Parties \| Term Loan
Credit Agreement & Amendments
Borrowing capacity			$ 200,000,000.0
Maturity period			7 years
Incremental long-term debt	$ 250,000,000.0	$ 460,000,000.0
Line of Credit Facility \| Barclays Bank PLC and Other Parties \| Term Loan \| SOFR Loan
Credit Agreement & Amendments
Basis spread on variable rate	1.50%
Line of Credit Facility \| Barclays Bank PLC and Other Parties \| Term Loan \| Secured Overnight Financing Rate SOFR
Credit Agreement & Amendments
Basis spread on variable rate	2.50%
Interest rate floor	0.50%
Line of Credit Facility \| Barclays Bank PLC and Other Parties \| Term Loan \| Three Month Secured Overnight Financing Rate SOFR
Credit Agreement & Amendments
Interest rate floor	0.15%
Line of Credit Facility \| Barclays Bank PLC and Other Parties \| Term Loan \| Six Month Secured Overnight Financing Rate SOFR
Credit Agreement & Amendments
Interest rate floor	0.25%
Line of Credit Facility \| Barclays Bank PLC and Other Parties \| Term Loan \| One Month Secured Overnight Financing Rate SOFR [Member]
Credit Agreement & Amendments
Interest rate floor	0.10%
Line of Credit Facility \| Barclays Bank PLC and Other Parties \| Revolving Credit Facility
Credit Agreement & Amendments
Borrowing capacity			$ 75,000,000.0
Maturity period			5 years
Percent of commitments (in excess of)			30.00%
Line of Credit Facility \| Barclays Bank PLC and Other Parties \| Revolving Credit Facility \| SOFR Loan
Credit Agreement & Amendments
Basis spread on variable rate	2.00%
Line of Credit Facility \| Barclays Bank PLC and Other Parties \| Revolving Credit Facility \| Secured Overnight Financing Rate SOFR
Credit Agreement & Amendments
Basis spread on variable rate	3.00%

Label	Element	Value
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents	us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents	$ 75,345,000

Stockholders' Equity (Details) - $ / shares	Aug. 31, 2024	Aug. 26, 2023	Aug. 27, 2022	Jan. 07, 2022	Aug. 28, 2021	Jul. 06, 2017
Common Stock, Number of Shares, Par Value and Other Disclosures [Abstract]
Common stock shares issued (in shares)	102,515,315	101,929,868	101,322,834		95,882,908
Warrants and Rights Note Disclosure [Abstract]
Shares, Issued				4,830,761
Private Warrants
Warrants and Rights Note Disclosure [Abstract]
Outstanding warrant issued (in shares)	0	0		6,700,000
Warrant price per share (in dollars per share)						$ 11.50

Property and Equipment, Net (Details) - USD ($) $ in Thousands	12 Months Ended
	Aug. 31, 2024	Aug. 26, 2023	Aug. 27, 2022
Property and Equipment
Property and equipment, gross	$ 41,480	$ 36,741
Less: accumulated depreciation	(16,650)	(11,880)
Property and equipment, net	24,830	24,861
Depreciation and amortization	5,800	4,400	$ 3,200
Furniture and fixtures
Property and Equipment
Property and equipment, gross	7,463	7,291
Computer equipment and software
Property and Equipment
Property and equipment, gross	1,869	1,570
Machinery and equipment
Property and Equipment
Property and equipment, gross	17,803	16,944
Leasehold improvements
Property and Equipment
Property and equipment, gross	10,632	9,747
Finance lease right-of-use assets
Property and Equipment
Property and equipment, gross	0	968
Construction in progress
Property and Equipment
Property and equipment, gross	$ 3,713	$ 221

Earnings Per Share (Tables)

12 Months Ended

Aug. 31, 2024

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:


	53-Weeks Ended		52-Weeks Ended		52-Weeks Ended
(In thousands, except share and per share data)	August 31, 2024		August 26, 2023		August 27, 2022
Basic earnings per share computation:
Numerator:
Net income available to common stock stockholders	$	139,309	$	133,575	$	108,574
Denominator:
Weighted average common shares outstanding – basic	99,929,196		99,442,046		98,754,913
Basic earnings per share from net income	$	1.39	$	1.34	$	1.10
Diluted earnings per share computation:
Numerator:

Numerator for diluted earnings per share	$	139,309	$	133,575	$	108,574
Denominator:
Weighted average common shares outstanding – basic	99,929,196		99,442,046		98,754,913
Employee stock options	1,112,459		1,241,762		1,578,329
Non-vested stock units	240,233		196,271		255,914
Weighted average common shares – diluted	101,281,888		100,880,079		100,589,156
Diluted earnings per share from net income	$	1.38	$	1.32	$	1.08

Fair Value Measures and Disclosures (Tables)

12 Months Ended

Aug. 31, 2024

Fair Value Disclosures [Abstract]

Fair Value Measurement Inputs and Valuation Techniques


	53-Weeks Ended	52-Weeks Ended	52-Weeks Ended
	August 31, 2024	August 26, 2023	August 27, 2022
Expected volatility	33.96%	45.00%	43.00%
Expected dividend yield	—%	—%	—%
Expected performance term	2.93	3	3
Risk-free rate of return	4.62%	4.55%	0.70%
Fair value	$57.43	$62.55	$63.42

Consolidated Balance Sheets - USD ($) $ in Thousands	Aug. 31, 2024	Aug. 26, 2023
Current assets:
Cash	$ 132,530	$ 87,715
Accounts receivable, net	150,721	145,078
Inventories	142,107	116,591
Prepaid expenses	5,730	6,294
Other current assets	9,192	15,974
Total current assets	440,280	371,652
Long-term assets:
Property and equipment, net	24,830	24,861
Intangible assets, net	1,336,466	1,108,119
Goodwill	591,687	543,134
Other long-term assets	42,881	49,318
Total assets	2,436,144	2,097,084
Current liabilities:
Accounts payable	58,559	52,712
Accrued interest	265	1,940
Accrued expenses and other current liabilities	49,791	35,062
Current maturities of long-term debt	0	143
Total current liabilities	108,615	89,857
Long-term liabilities:
Long-term debt, less current maturities	397,485	281,649
Deferred income taxes	166,012	116,133
Other long-term liabilities	36,546	38,346
Total liabilities	708,658	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, 102,515,315 and 101,929,868 issued at August 31, 2024 and August 26, 2023, respectively	1,025	1,019
Treasury stock, 2,365,100 shares and 2,365,100 shares at cost at August 31, 2024 and August 26, 2023, respectively	(78,451)	(78,451)
Additional paid-in-capital	1,319,686	1,303,168
Retained earnings	487,265	347,956
Accumulated other comprehensive loss	(2,039)	(2,593)
Total stockholders’ equity	1,727,486	1,571,099
Total liabilities and stockholders’ equity	$ 2,436,144	$ 2,097,084

Business Combination (Details 2) - USD ($) $ in Thousands	12 Months Ended
Business Combination (Details 2) - USD ($) $ in Thousands	Aug. 31, 2024	Aug. 26, 2023	Aug. 27, 2022	Jun. 13, 2024
Business Acquisition [Line Items]
Goodwill	$ 591,687	$ 543,134
Net sales	1,331,321	1,242,672	$ 1,168,678
Acquisition of OWYN
Business Acquisition [Line Items]
Accounts receivable, net				$ 14,214
Inventories				38,955
Prepaid assets				563
Cash and cash equivalents				1,476
Property and equipment, net				136
Intangible assets, net				243,626
Other long-term assets				6
Accounts payable				20,378
Other current liabilities				3,753
Deferred income taxes				41,513
Total identifiable net assets				233,332
Goodwill				48,553
Total assets acquired and liabilities assumed				$ 281,885
OWYN
Business Acquisition [Line Items]
Net sales	$ 29,213	$ 0	$ 0

Segment and Customer Information (Tables)

12 Months Ended

Aug. 31, 2024

Segment Reporting [Abstract]

Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas

The following is a summary of revenue disaggregated by geographic area and brand:


	53-Weeks Ended		52-Weeks Ended		52-Weeks Ended
(In thousands)	August 31, 2024		August 26, 2023		August 27, 2022
North America (1)
Atkins	$	491,986	$	526,769	$	540,328
Quest	777,394		682,789		593,943
OWYN	29,213		—		—
Total North America	1,298,593		1,209,558		1,134,271
International (1)	32,728		33,114		34,407
Total	$	1,331,321	$	1,242,672	$	1,168,678
(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.

The following is a summary of long lived assets by geographic area:


(In thousands)	August 31, 2024		August 26, 2023
Long lived assets
North America (1)	$	24,830	$	24,861

Total	$	24,830	$	24,861
(1) The North America geographic area consists of long-lived assets substantially related to the United States and there is no individual foreign country in which more than 10% of the Company’s long-lived assets are located or that is otherwise deemed individually material.

Schedules of Concentration of Risk, by Risk Factor


	53-Weeks Ended		52-Weeks Ended		52-Weeks Ended
	August 31, 2024		August 26, 2023		August 27, 2022
Customer 1	31	%	31	%	31	%
Customer 2	18	%	16	%	13	%
Customer 3	n/a		n/a		10	%
n/a - Not applicable as the customer was not significant during these fiscal years.


(In thousands)	August 31, 2024				August 26, 2023
Customer 1	$	41,943	28	%	$	43,098	30	%
Customer 2	$	51,411	34	%	$	37,384	26	%

Segment and Customer Information (Details) - segment	12 Months Ended
Segment and Customer Information (Details) - segment	Aug. 31, 2024	Aug. 26, 2023	Aug. 27, 2022
Segment Reporting [Abstract]
Number of Reportable Segments	1	1	1

Goodwill and Intangibles - Schedule of Goodwill (Details) $ in Thousands	12 Months Ended
	Aug. 31, 2024 USD ($)
Goodwill
Beginning balance	$ 543,134
Acquisition of a business	48,553
Ending balance	591,687
Goodwill, Impaired, Accumulated Impairment Loss	$ 0

- Definition

Amount, after accumulated impairment loss, of asset representing future economic benefit arising from other asset acquired in business combination or from joint venture formation or both, that is not individually identified and separately recognized.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 49
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482785/280-10-55-49

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 24
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482548/350-20-55-24

Reference 3: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
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-Section 55
-Paragraph 100
-Subparagraph (d)
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Reference 4: http://www.xbrl.org/2003/role/exampleRef
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-URI https://asc.fasb.org/1943274/2147481372/852-10-55-10

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
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-Section S99
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-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 45
-Paragraph 1
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Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
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-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
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-Paragraph 1
-Subparagraph (h)
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-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
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-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-03(10)(1))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478546/942-210-S99-1

+ Details

Long-Term Debt and Line of Credit

12 Months Ended

Aug. 31, 2024

Debt Disclosure [Abstract]

Long-Term Debt and Line of Credit

On July 7, 2017, the Company entered into a credit agreement with Barclays Bank PLC and other parties (as amended to date, the “Credit Agreement”). 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.

On June 13, 2024, the Company entered into a sixth amendment (the “2024 Incremental Facility Amendment”) to the Credit Agreement to increase the principal borrowed on the Term Facility by $250.0 million. The terms of the incremental borrowing are the same as the terms of the outstanding borrowings under the Term Facility. The 2024 Incremental Facility Amendment was executed to partially finance the OWYN Acquisition. No amounts under the Term Facility were repaid as a result of the execution of the 2024 Incremental Facility Amendment.

Effective as of the 2024 Incremental Facility 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 2.50% 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 2024 Incremental Facility Amendment, the Company expensed $3.4 million of non-deferrable third-party costs through Business transaction costs and capitalized $1.2 million of third-party financing costs.

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 and Only What You Need, Inc. are holding companies with no assets other than their investments in their respective subsidiaries.

The Credit Agreement contains certain financial and other covenants that limit 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 financial covenants as of August 31, 2024, and August 26, 2023, respectively.

Long-term debt consists of the following:


(In thousands)	August 31, 2024		August 26, 2023
Term Facility (effective rate of 7.9% at August 31, 2024)	$	400,000	$	285,000
Finance lease liabilities (effective rate of 0.0% at August 31, 2024)	—		143
Less: Deferred financing fees	2,515		3,351
Total debt	397,485		281,792

Less: Current finance lease liabilities	—		143
Long-term debt, net of deferred financing fees	$	397,485	$	281,649

As of August 31, 2024, the Company had letters of credit in the amount of $2.1 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 August 31, 2024.

The Company is not required to make principal payments on the Term Facility over the twelve months following the period ended August 31, 2024. The outstanding balance of the Term Facility is due upon its maturity in March 2027.

As of August 31, 2024, aggregate principal maturities of debt for each of the next five fiscal years and thereafter are as follows:


(In thousands)	Principal maturities
2025	$	—
2026	—
2027	400,000
2028	—
2029	—
Thereafter	—
Total debt	$	400,000

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 August 31, 2024, and August 26, 2023, the book value of the Company’s debt approximated fair value. The estimated fair value of the Term Loan is valued based on observable inputs and classified as Level 2 in the fair value hierarchy.

- 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
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481544/470-10-50-6

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481544/470-10-50-6

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
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-Name Accounting Standards Codification
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-Paragraph 1
-Subparagraph (a)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
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-Paragraph 1
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-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 9: 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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-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 470
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-URI https://asc.fasb.org/470/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482925/835-30-45-2

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 1B
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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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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1C

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1E

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1I

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
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Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Section 50
-Paragraph 1I
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1I

+ Details

Income Taxes - Components of Income Tax (Details) - USD ($) $ in Thousands	12 Months Ended
	Aug. 31, 2024	Aug. 26, 2023	Aug. 27, 2022
Components of income before income taxes
Domestic	$ 184,580	$ 173,733	$ 148,080
Foreign	1,470	1,959	2,489
Income before income taxes	186,050	175,692	150,569
Current:
Federal	30,600	24,740	22,733
State and local	7,392	6,128	6,226
Foreign	383	659	1,247
Total current	38,375	31,527	30,206
Deferred:
Federal	5,746	8,804	11,218
State and local	2,502	1,740	1,614
Foreign	118	46	(1,043)
Total deferred income tax expense (benefit)	8,366	10,590	11,789
Income tax expense (benefit)	$ 46,741	$ 42,117	$ 41,995
Effective rate reconciliation
Statutory income tax expense	21.00%	21.00%	21.00%
Change in fair value of warrant liabilities	0.00%	0.00%	5.00%
State income tax expense, net of federal	4.20%	4.00%	4.20%
Valuation allowance	0.00%	0.00%	(1.50%)
Taxes on foreign income above (below) the U.S. tax	0.10%	0.20%	1.30%
Change in state tax rate	0.20%	0.00%	(0.20%)
Non-deductible transaction costs	0.50%	0.00%	0.00%
Other permanent items	(0.90%)	(1.20%)	(1.90%)
Income tax expense (benefit)	25.10%	24.00%	27.90%

Stockholders' Equity (Details 2) - USD ($) $ / shares in Units, $ in Millions	12 Months Ended
	Aug. 31, 2024	Aug. 26, 2023	Aug. 27, 2022	Oct. 21, 2022	Apr. 13, 2022	Nov. 13, 2018
Stock Repurchase Program
Repurchase of common stock (in shares)	0	546,346	1,720,520
Treasury Stock Acquired, Average Cost Per Share		$ 30.11	$ 34.79
Share Repurchase Program, Remaining Authorized, Amount	$ 71.5
Translation Adjustment Functional to Reporting Currency, Increase (Decrease), Gross of Tax			$ 1.1
Treasury Stock, Common
Stock Repurchase Program
Share Repurchase Program, Authorized, Amount	$ 150.0			$ 50.0	$ 50.0	$ 50.0
Repurchase of common stock (in shares)		546,346	1,720,520

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Aug. 31, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Estimates also affect the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Business Combination

On June 13, 2024, pursuant to the Purchase Agreement, the Company completed the OWYN Acquisition by acquiring 100% of the equity interests for a cash purchase price at closing of $281.9 million, subject to certain customary post-closing adjustments. The OWYN Acquisition was accounted for using the acquisition method of accounting prescribed by Accounting Standard Codification ("ASC") Topic 805, Business Combinations (“ASC 805”), whereby the results of operations, including the revenues and earnings of OWYN, are included in the financial statements from the date of acquisition. Additionally, assets acquired and liabilities assumed were recognized at their fair values based on widely accepted valuation techniques in accordance with ASC Topic 820, Fair Value Measurements, as of the closing date. The process for estimating fair values requires the use of significant estimates, assumptions and judgments, including determining the timing and estimates of

future cash flows and developing appropriate discount rates. ASC 805 establishes a measurement period to provide the Company with a reasonable amount of time to obtain the information necessary to identify and measure various items in a business combination and cannot extend beyond one year from the acquisition date. Measurement period adjustments are recognized in the reporting period in which the adjustments are determined and calculated as if the accounting had been completed as of the acquisition date. The Company expects to complete the final fair value determination of the assets acquired and liabilities assumed as soon as practicable within the measurement period, but not to exceed one year from the acquisition date.

Fair Value Measurements

Fair value represents the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. Assets and liabilities are valued based upon observable and non-observable inputs. Valuations using Level 1 inputs are based on unadjusted quoted prices that are available in active markets for the identical assets or liabilities at the measurement date. Level 2 inputs utilize significant other observable inputs available at the measurement date, other than quoted prices included in Level 1. Valuations using Level 3 inputs are based on significant unobservable inputs that cannot be corroborated by observable market data and require significant judgment. There were no significant transfers between levels during any period presented.

Cash

Cash consists of cash on hand, deposits available on demand and other short-term, highly liquid investments with original maturities of three months or less.

Accounts Receivable, Net and Expected Credit Losses

Accounts receivable, net consists primarily of trade receivables, net of allowances for doubtful accounts, returns, and trade promotions. The Company sells its products for cash or on credit terms, which are established in accordance with local and industry practices and typically require payment within 30 days of delivery and may allow discounts for early payment. The Company estimates its allowance for doubtful accounts and the related expected credit loss based upon the Company’s historical credit loss experience, adjusted for asset-specific risk characteristics, current economic conditions, and reasonable forecasts. Accounts receivable are written off when determined to be uncollectible.

Charges related to credit (recoveries) losses on accounts receivables from transactions with external customers were approximately $(0.1) million, $0.7 million, and $0.1 million for the fifty-three weeks ended August 31, 2024, the fifty-two weeks ended August 26, 2023, and August 27, 2022, respectively. As of August 31, 2024, and August 26, 2023, the allowance for doubtful accounts was $0.7 million and $1.9 million, respectively.

Inventories

Inventories are valued at the lower of cost or net realizable value on a first-in, first-out basis, adjusted for the value of inventory that is determined to be excess, obsolete, expired or unsaleable. Obsolete inventory is reserved at 50% for inventory four to six months from expiration, and 100% for items within three months of expiration. Reserves are also taken for certain products or packaging materials when it is determined their cost may not be recoverable.

Inventories, as presented with the Consolidated Balance Sheets, is summarized as follows:


(In thousands)	August 31, 2024		August 26, 2023
Finished goods	$	120,914	$	111,761
Raw materials	22,940		6,512
Reserve for obsolete inventory	(1,747)		(1,682)
Total inventories	$	142,107	$	116,591

Goodwill and Intangible Assets, Net

Goodwill and Intangible assets, net result primarily from the consummation of the business combination between Conyers Park Acquisition Corp. and NCP-ATK Holdings, Inc. on July 7, 2017, which created the Company, and the acquisitions of Quest and OWYN. Intangible assets primarily includes brands and trademarks with indefinite lives and customer-related relationships with finite lives. Upon acquisition, the purchase price is first allocated to identifiable assets and liabilities, including customer-related intangible assets and trademarks, with any remaining purchase price recorded as Goodwill.

Goodwill and indefinite-lived intangible assets are not amortized but instead are tested for impairment at least annually, or more frequently if indicators of impairment exist. The Company conducts its annual impairment tests at the beginning of the fourth fiscal quarter. Goodwill and indefinite-lived intangible assets are assessed using either a qualitative or quantitative approach to determine whether it is more likely than not that the fair value of a reporting unit or an indefinite-lived intangible asset is less than its carrying amount. The qualitative assessment evaluates factors including macro-economic conditions, industry-specific and company-specific considerations, legal and regulatory environments, and historical performance. If the Company determines that it is more likely than not that the fair value of a reporting unit or an indefinite-lived intangible asset is less than its carrying value, a quantitative assessment is performed. Otherwise, no further assessment is required. The quantitative approach compares the estimated fair value of the reporting unit, including goodwill, or the indefinite-lived intangible asset to its carrying amount. Impairment is indicated if the estimated fair value of the reporting unit or indefinite-lived intangible asset is less than the carrying amount, and an impairment charge is recognized for the differential.

During the third quarter of the fiscal year ended August 31, 2024, the Company conducted a qualitative impairment assessment in the fiscal third quarter that identified potential indicators of impairment for the Atkins brand indefinite lived intangible asset. Accordingly, the Company proceeded to conduct a quantitative impairment assessment over the asset. Based on our testing, the asset had an excess fair value well over its respective carrying value, resulting in no impairment. During the fifty-three weeks ended August 31, 2024, the Company performed qualitative impairment assessments for its indefinite-lived intangible assets as of the first day of the fourth fiscal quarter. The qualitative assessment did not identify indicators of impairment, and it was determined that it was more likely than not each indefinite-lived intangible asset had fair values in excess of their carrying values. Accordingly, no further impairment assessments were necessary. There were no impairment charges related to indefinite-lived intangibles recognized in the fifty-three weeks ended August 31, 2024, August 26, 2023, or August 27, 2022, respectively. Refer to Note 5, Goodwill and Intangibles for additional information regarding the Company’s reporting units and impairment assessments.

Finite-lived intangible assets are amortized on a straight-line basis over their estimated useful lives. The Company reviews for impairment indicators of finite-lived intangibles and other long-lived assets as described in the “Property and Equipment, Net” significant accounting policy.

Deferred Financing Costs and Debt Discounts

Costs incurred in obtaining long-term financing paid to parties other than creditors are considered a deferred financing cost, which are presented net against Long-term debt, less current maturities on the balance sheet, and are amortized over the terms of the long-term financing agreements using the effective-interest method.. Amounts paid to creditors are recorded as a reduction in the proceeds received by the creditor and are considered a discount on the issuance of debt.

Income Taxes

Income taxes include federal, state and foreign taxes currently payable, and deferred taxes arising from temporary differences between income for financial reporting and income tax purposes. Deferred tax assets and liabilities are determined based on the differences between the financial statement balances and the tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the fiscal year that includes the enactment date. Valuation allowances are established when necessary to reduce deferred tax assets to amounts expected to be realized.

Leases

Contracts are evaluated to determine whether they contain a lease at inception. Leases are classified as either finance leases or operating leases based on criteria in ASC Topic 842, Leases. The Company’s operating leases are generally comprised of real estate and certain equipment used in warehousing products. The Company’s finance leases are generally comprised of warehouse equipment.

Right-of-use assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. The majority of the Company’s leases do not provide an implicit rate; therefore, the Company uses its secured incremental borrowing rate based on the information available at the lease commencement date in determining the present value of future payments for those leases. The Company’s incremental borrowing rate for a lease is the rate of interest it would pay to borrow on a collateralized basis over a similar term to the lease in a similar economic environment. The Company applied incremental borrowing rates using a portfolio approach. Right-of-use assets also include any lease payments made and exclude lease incentives. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. The Company has elected not to recognize right-of-use assets and lease liabilities for short-term operating leases that have a term of one year or less.

The Company monitors for triggering events or conditions that require a reassessment of its leases. When the reassessment requires a re-measurement of the lease liability, a corresponding adjustment is made to the carrying amount of the right-of-use asset. Additionally, the Company reviewed for impairment indicators of its right-of-use assets and other long-lived assets as described in the “Property and Equipment, Net” significant accounting policy.

Warrant Accounting

The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued private placement stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC Topic 480, Distinguishing Liabilities from Equity, and ASC Topic 815-40, Derivatives and Hedging: Contracts in Entity’s Own Equity (“ASC 815-40”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is assessed as part of this evaluation.

During the fifty-two weeks ended August 27, 2022, the Company had outstanding liability-classified private warrants that allowed holders to purchase 6,700,000 shares of the Company’s common stock (the “Private Warrants”). Such Private Warrants were held by Conyers Park Sponsor, LLC (“Conyers Park”), a related party. Each whole warrant entitled the holder to purchase one share of the Company’s common stock at a price of $11.50 per share. On January 7, 2022, Conyers Park elected to exercise the Private Warrants in full on a cashless basis, resulting in a net issuance of 4,830,761 shares of the Company’s common stock. As a result of the cashless exercise on January 7, 2022, there were no outstanding liability-classified Private Warrants as of August 31, 2024, or August 26, 2023.

During the reporting periods the Private Warrants were outstanding, they were precluded from equity classification, being liability-classified. The Company accounted for these Private Warrants as a derivative warrant liability in accordance with ASC 815-40. Accordingly, the Company recognized the Private Warrants as a liability at fair value and adjusted the Private Warrants to fair value at each reporting period through other income. The fair value adjustments were determined using a Black-Scholes option-pricing methodology (“Black-Scholes model”). The valuation was primarily based on observable market data while the related theoretical private warrant volatility assumption within the Black-Scholes model represented a Level 3 measurement within the fair value measurement hierarchy. The periodic remeasurement of the Private Warrants was reflected in (Loss) in fair value change of warrant liability within the Consolidated Statements of Income and Comprehensive Income.

Revenue Recognition

The Company recognizes revenue when performance obligations under the terms of a contract with its customer are satisfied. The Company has determined that fulfilling and delivering products is a single performance obligation. Revenue is recognized at the point in time when the Company has satisfied its performance obligation and the customer has obtained control of the products. This generally occurs when the product is delivered to or picked up by the customer based on applicable shipping terms, which is typically within 30 days.

Revenue is measured as the amount of consideration expected to be received in exchange for fulfilled product orders, including

estimates of variable consideration. The most common forms of variable consideration include trade promotions, such as consumer incentives, coupon redemptions and other marketing activities, allowances for unsaleable product, and any additional amounts where a distinct good or service cannot be identified or the value cannot be reasonably estimated. Trade promotions are recorded as a reduction to net sales with a corresponding reduction to accounts receivable at the time of revenue recognition for the underlying sale. The recognition of trade promotions requires management to make estimates regarding the volume of incentive that will be redeemed and their total cost. As of August 31, 2024, and August 26, 2023, the allowance for trade promotions was $36.3 million and $28.8 million, respectively.

Estimates of variable consideration are made using various information including historical data on performance of similar trade promotional activities, market data from IRI, and the Company’s best estimate of current activity. The Company reviews these estimates regularly and makes revisions as necessary. Revisions can include changes for consideration paid to customers that lack sufficient evidence to support a distinct good or service assertion, or for which a reasonably estimable fair value cannot be determined, primarily related to the Company’s assessments of cooperative advertising programs. Uncertainties related to the estimate of variable consideration are resolved in a short time frame and do not require any additional constraint on variable consideration. Adjustments to variable consideration are recognized in the period the adjustments are identified and have historically been insignificant. Revenue is recognized net of any taxes collected from customers and subsequently remitted to governmental authorities.

The Company provides standard assurance type warranties that its products will comply with all agreed-upon specifications. No services beyond an assurance type warranty are provided to customers. While customers generally have a right to return defective or non-conforming products, past experience has demonstrated that product returns have been immaterial. Customer remedies for defective or non-conforming products may include a refund or exchange. As a result, the right of return is estimated and recorded as a reduction in revenue at the time of sale, if necessary.

The Company’s customer contracts identify product quantity, price and payment terms. Payment terms are granted consistent with industry standards. Although some payment terms may be more extended, the majority of the Company’s payment terms are less than 60 days. As a result, revenue is not adjusted for the effects of a significant financing component. Amounts billed and due from customers are classified as Accounts receivable, net on the Consolidated Balance Sheets.

The Company utilizes third-party contract manufacturers for the manufacture of its products. The Company has evaluated whether it is the principal or agent in these relationships. The Company has determined that it is the principal in all cases, as it retains the responsibility for fulfillment and risk of loss, as well as establishes the price.

In accordance with ASC Topic 606, Revenue from Contracts with Customers, the Company has elected the practical expedient to expense the incremental costs to obtain a contract, because the amortization period would be less than one year, and the practical expedient for shipping and handling costs. Shipping and handling costs incurred to deliver products to customers are accounted for as fulfillment activities, rather than a promised service, and as such are included in Cost of goods sold in the Consolidated Statements of Income and Comprehensive Income.

Revenues 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. For revenue disaggregated by geographic area and brand refer to Note 15, Segment and Customer Information.

Cost of Goods Sold

Costs of goods sold represent costs directly related to the manufacture and distribution of the Company’s products. Such costs include raw materials, co-manufacturing costs, packaging, shipping and handling, third-party distribution, and depreciation of distribution center equipment and leasehold improvements.

Shipping and Handling Costs

Shipping and handling costs include costs paid to third-party warehouse operators associated with delivering product to customers and depreciation and amortization of company-owned assets at the third-party warehouse. Shipping and handling costs are recognized in Cost of goods sold. Costs relating to products shipped to customers were $93.5 million, $89.2 million, and $91.7 million for the fifty-three weeks ended August 31, 2024, and the fifty-two weeks ended August 26, 2023, and August 27, 2022, respectively.

Advertising Cost

Advertising Costs

Production costs related to television commercials are expensed when first aired. All other advertising costs are expensed when incurred or when the advertising service is received through Selling and marketing. Total advertising costs were $103.0 million, $79.2 million, and $84.3 million for the fifty-three weeks ended August 31, 2024, and the fifty-two weeks ended August 26, 2023, and August 27, 2022, respectively.

Production costs related to television commercials not yet aired and prepaid advertising services not yet received are included in Prepaid expenses in the accompanying Consolidated Balance Sheets. As of August 31, 2024, and August 26, 2023, total prepaid advertising expenses were $1.0 million and $1.8 million, respectively.

Research and Development Expense

Research and Development Activities

The Company’s research and development activities primarily consist of generating and testing new product concepts, new flavors and packaging. The Company expenses research and development costs as incurred related to compensation, facility costs, consulting, and supplies. Research and development activities are primarily internal and associated costs are included in General and administrative. The Company’s total research and development expenses were $5.4 million, $4.3 million, and $4.1 million for the fifty-three weeks ended August 31, 2024, and the fifty-two weeks ended August 26, 2023, and August 27, 2022, respectively.

Share-Based Compensation

The Company uses share-based compensation, including stock options, restricted stock units, performance stock units, and stock appreciation rights, to provide long-term performance incentives for its employees, directors, and consultants. Share-based compensation is recognized on a straight-line basis over the requisite service period of the award based on their grant-date fair value. Forfeitures are recognized as they occur. Employee related Share-based compensation expense is included in General and administrative, while Share-based compensation expense related to non-employee consultants of the Company is recorded in Selling and marketing.

Defined Contribution Plan

The Company sponsors defined contribution plans to provide retirement benefits to its employees. The Company’s 401(k) plan and similar plans for non-domestic employees are based on a portion of eligible pay up to a defined maximum. All matching contributions are made in cash. Expense associated with defined contribution plans was $1.6 million, $1.4 million, and $1.1 million for the fifty-three weeks ended August 31, 2024, and the fifty-two weeks ended August 26, 2023, and August 27, 2022, respectively.

Foreign Currency Translations

Foreign Currency Translation

For all foreign operations, the functional currency is the local currency. Assets and liabilities of these operations are translated into U.S. dollars using the exchange rate in effect at the end of each reporting period. Income statement accounts are translated at the average exchange rate prevailing during each reporting period. Translation adjustments are recorded as a component of Other comprehensive income. Gains or losses resulting from transactions in foreign currencies are included in Other income (expense).

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 should be 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 7, 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 FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which updates reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses. The amendments are effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The amendments should be applied retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the provisions of the amendments and the effect on its future consolidated financial statements.

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

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

Property, Plant and Equipment, Impairment

Property and equipment, net is stated at the allocated fair value for acquired assets. Additions to property and equipment are recorded at cost and depreciated on a straight-line basis over their estimated useful lives. The general ranges of estimated useful lives are:


Furniture and fixtures	7 years
Computer equipment, software and website development costs	3	-	5 years
Machinery and equipment	5	-	7 years
Office equipment	3	-	5 years

Leasehold improvements are amortized over the shorter of the remaining term of the lease or the useful life of the improvement utilizing the straight-line method.

The Company performs impairment tests for Property and equipment, net when circumstances indicate that the carrying value of the asset may not be recoverable. There were no indicators of impairment in the fifty-three weeks ended August 31, 2024, August 26, 2023, or August 27, 2022.

Restructuring and related charges (Tables)	12 Months Ended
Restructuring and related charges (Tables)	Aug. 31, 2024
Restructuring and Related Activities [Abstract]
Restructuring and Related Costs [Table Text Block]	No restructuring and restructuring-related costs were incurred in the fifty-three weeks ended August 31, 2024, or the fifty-two weeks ended August 26, 2023.

Nature of Operations and Principles of Consolidation (Details) - Acquisition of OWYN - USD ($) $ in Thousands		12 Months Ended
	Jun. 13, 2024	Aug. 31, 2024
Entity Information
OWYN Acquisition gross consideration		$ 281,900
Payments to acquire businesses (Estimated Prior to Acquisition Date))	$ 280,000

Summary of Significant Accounting Policies

12 Months Ended

Aug. 31, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Summary of Significant Accounting Policies

Use of Estimates

Business Combination

Fair Value Measurements

Cash

Cash consists of cash on hand, deposits available on demand and other short-term, highly liquid investments with original maturities of three months or less.

Accounts Receivable, Net and Expected Credit Losses

Inventories

Inventories, as presented with the Consolidated Balance Sheets, is summarized as follows:


(In thousands)	August 31, 2024		August 26, 2023
Finished goods	$	120,914	$	111,761
Raw materials	22,940		6,512
Reserve for obsolete inventory	(1,747)		(1,682)
Total inventories	$	142,107	$	116,591

Property and Equipment, Net


Furniture and fixtures	7 years
Computer equipment, software and website development costs	3	-	5 years
Machinery and equipment	5	-	7 years
Office equipment	3	-	5 years

Leasehold improvements are amortized over the shorter of the remaining term of the lease or the useful life of the improvement utilizing the straight-line method.

Goodwill and Intangible Assets, Net

Deferred Financing Costs and Debt Discounts

Income Taxes

Leases

Warrant Accounting

Revenue Recognition

Revenue is measured as the amount of consideration expected to be received in exchange for fulfilled product orders, including

Cost of Goods Sold

Shipping and Handling Costs

Advertising Costs

Research and Development Activities

Share-Based Compensation

Defined Contribution Plan

Foreign Currency Translation

Recently Issued and Adopted Accounting Pronouncements

Recently Issued Accounting Pronouncements Not Yet Adopted

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 Range of Exercise Prices (Details)	12 Months Ended
	Aug. 31, 2024 $ / shares shares
Stock Options, Exercise Price Range
Number of outstanding options \| shares	2,410,567
Outstanding options, weighted average exercise price	$ 20.75
Outstanding options, weighted average remaining contractual term	4 years 4 months 20 days
Number of exercisable options \| shares	2,131,180
Exercisable options, weighted average exercise price	$ 18.53
Exercise Price Range from $12.00 to $14.99
Stock Options, Exercise Price Range
Exercise price range, lower range limit	12.00
Exercise price range, upper range limit	$ 17.77
Number of outstanding options \| shares	1,266,743
Outstanding options, weighted average exercise price	$ 12.45
Outstanding options, weighted average remaining contractual term	2 years 9 months 10 days
Number of exercisable options \| shares	1,266,743
Exercisable options, weighted average exercise price	$ 12.45
Exercise Price Range from $15.00 to $17.99
Stock Options, Exercise Price Range
Exercise price range, lower range limit	17.78
Exercise price range, upper range limit	$ 23.55
Number of outstanding options \| shares	387,810
Outstanding options, weighted average exercise price	$ 20.13
Outstanding options, weighted average remaining contractual term	4 years 7 months 2 days
Number of exercisable options \| shares	387,810
Exercisable options, weighted average exercise price	$ 20.13
Exercise Price Range from $18.00 to $20.99
Stock Options, Exercise Price Range
Exercise price range, lower range limit	23.56
Exercise price range, upper range limit	$ 29.33
Number of outstanding options \| shares	158,044
Outstanding options, weighted average exercise price	$ 24.38
Outstanding options, weighted average remaining contractual term	4 years 11 months 19 days
Number of exercisable options \| shares	158,044
Exercisable options, weighted average exercise price	$ 24.38
Exercise Price Range from $21.00 to $23.99
Stock Options, Exercise Price Range
Exercise price range, lower range limit	29.34
Exercise price range, upper range limit	$ 35.11
Number of outstanding options \| shares	17,633
Outstanding options, weighted average exercise price	$ 33.02
Outstanding options, weighted average remaining contractual term	9 years 10 days
Number of exercisable options \| shares	0
Exercisable options, weighted average exercise price	$ 0
Exercise Price Range from $24.00 to $26.99
Stock Options, Exercise Price Range
Exercise price range, lower range limit	35.12
Exercise price range, upper range limit	$ 40.88
Number of outstanding options \| shares	580,337
Outstanding options, weighted average exercise price	$ 37.91
Outstanding options, weighted average remaining contractual term	7 years 5 months 19 days
Number of exercisable options \| shares	318,583
Exercisable options, weighted average exercise price	$ 37.87

Segment and Customer Information - Schedules of Concentration of Risk, by Risk Factor (Details) - USD ($) $ in Thousands	12 Months Ended
	Aug. 31, 2024	Aug. 26, 2023	Aug. 27, 2022
Concentration Risk [Line Items]
Accounts receivable, net	$ 150,721	$ 145,078
Customer 1 \| Customer Concentration Risk \| Sales Revenue, Net
Concentration Risk [Line Items]
Risk percentage	31.00%	31.00%	31.00%
Customer 1 \| Customer Concentration Risk \| Accounts receivable, net
Concentration Risk [Line Items]
Risk percentage	28.00%	30.00%
Accounts receivable, net	$ 41,943	$ 43,098
Customer 2 \| Customer Concentration Risk \| Sales Revenue, Net
Concentration Risk [Line Items]
Risk percentage	18.00%	16.00%	13.00%
Customer 2 \| Customer Concentration Risk \| Accounts receivable, net
Concentration Risk [Line Items]
Risk percentage	34.00%	26.00%
Accounts receivable, net	$ 51,411	$ 37,384
Customer Three \| Customer Concentration Risk \| Sales Revenue, Net
Concentration Risk [Line Items]
Risk percentage			10.00%

Organization, Consolidation and Presentation of Financial Statements (Policies)	12 Months Ended
	Aug. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Presentation	Basis of Presentation The consolidated financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). The Company maintains its accounting records on a 52/53-week fiscal year, ending on the last Saturday in August. The financial information presented within the Company’s consolidated financial statements has been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). The accompanying financial statements include Consolidated Balance Sheets for the periods ended August 31, 2024, and August 26, 2023. The remaining financial statements include the fifty-three weeks ended August 31, 2024, the fifty-two weeks ended August 26, 2023, and the fifty-two weeks ended August 27, 2022. The consolidated financial statements include the accounts of the Company 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 on a consolidated basis.

Earnings Per Share

12 Months Ended

Aug. 31, 2024

Earnings Per Share [Abstract]

Earnings Per Share

Basic earnings or loss per share is based on the weighted average number of common shares issued and outstanding. In computing diluted earnings per share, basic earnings per share is adjusted for the assumed issuance of all potentially dilutive securities, including the Company’s employee stock options, non-vested stock units, and Private Warrants for the periods during which they were outstanding. During periods when the effect of the outstanding Private Warrants was dilutive, the Company assumed share settlement of the instruments as of the beginning of the reporting period and adjusted the numerator to remove the change in fair value of the warrant liability and adjusted the denominator to include the dilutive shares, calculated using the treasury stock method. During periods when the effect of the outstanding Private Warrants was anti-dilutive, the share settlement was excluded.

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:


	53-Weeks Ended		52-Weeks Ended		52-Weeks Ended
(In thousands, except share and per share data)	August 31, 2024		August 26, 2023		August 27, 2022
Basic earnings per share computation:
Numerator:
Net income available to common stock stockholders	$	139,309	$	133,575	$	108,574
Denominator:
Weighted average common shares outstanding – basic	99,929,196		99,442,046		98,754,913
Basic earnings per share from net income	$	1.39	$	1.34	$	1.10
Diluted earnings per share computation:
Numerator:

Numerator for diluted earnings per share	$	139,309	$	133,575	$	108,574
Denominator:
Weighted average common shares outstanding – basic	99,929,196		99,442,046		98,754,913
Employee stock options	1,112,459		1,241,762		1,578,329
Non-vested stock units	240,233		196,271		255,914
Weighted average common shares – diluted	101,281,888		100,880,079		100,589,156
Diluted earnings per share from net income	$	1.38	$	1.32	$	1.08

Diluted earnings per share calculations for the fifty-two weeks ended August 27, 2022, excluded 0.7 million shares issuable upon exercise of Private Warrants, respectively, that would have been anti-dilutive.

Diluted earnings per share calculations for the fifty-three weeks ended August 31, 2024, and the fifty-two weeks ended August 26, 2023, and August 27, 2022, excluded 0.8 million shares, 0.6 million shares, and 0.3 million shares of common stock issuable upon exercise of stock options, respectively, that would have been anti-dilutive.

Diluted earnings per share calculations for the fifty-three weeks ended August 31, 2024, and the fifty-two weeks ended August 26, 2023, and August 27, 2022, excluded an immaterial number of non-vested restricted stock units that would have been anti-dilutive.

Property and Equipment, Net (Tables)

12 Months Ended

Aug. 31, 2024

Property, Plant and Equipment [Abstract]

Property and equipment

Property and equipment, net, as presented with the Consolidated Balance Sheets, is summarized as follows:


(In thousands)	August 31, 2024		August 26, 2023
Furniture and fixtures	$	7,463	$	7,291
Computer equipment and software	1,869		1,570
Machinery and equipment	17,803		16,944

Leasehold improvements	10,632		9,747
Finance lease right-of-use-assets	—		968
Construction in progress	3,713		221
Property and equipment, gross	41,480		36,741
Less: accumulated depreciation	(16,650)		(11,880)
Property and equipment, net	$	24,830	$	24,861

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Aug. 31, 2024	Aug. 26, 2023	Aug. 27, 2022
Operating activities
Net income	$ 139,309	$ 133,575	$ 108,574
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	20,993	20,253	19,299
Amortization of deferred financing costs and debt discount	2,037	2,763	2,559
Stock compensation expense	18,421	14,480	11,697
Loss in fair value change of warrant liability	0	0	30,062
Estimated credit (recoveries) losses	(150)	315	601
Unrealized (gain) loss on foreign currency transactions	(267)	344	(191)
Deferred income taxes	8,366	10,590	11,789
Amortization of operating lease right-of-use asset	6,991	6,729	6,620
Gain on lease termination	0	0	(30)
Other	988	567	681
Changes in operating assets and liabilities:
Accounts receivable, net	9,129	(13,374)	(21,796)
Inventories	13,726	8,169	(29,508)
Prepaid expenses	1,164	(1,306)	(138)
Other current assets	4,957	6,837	(11,739)
Accounts payable	(15,450)	(9,510)	2,878
Accrued interest	(1,675)	1,780	100
Accrued expenses and other current liabilities	12,730	(5,223)	(15,283)
Other assets and liabilities	(5,565)	(5,872)	(5,536)
Net cash provided by operating activities	215,704	171,117	110,639
Investing activities
Purchases of property and equipment	(5,743)	(11,585)	(5,232)
Issuance of note receivable	0	0	2,400
Acquisition of business, net of cash acquired	(280,409)	0	0
Investments in intangible assets and other assets	(730)	(603)	(524)
Net cash used in investing activities	(286,882)	(12,188)	(8,156)
Financing activities
Proceeds from option exercises	4,293	5,247	4,343
Tax payments related to issuance of restricted stock units	(5,048)	(2,859)	(3,660)
Repurchase of common stock	0	(16,448)	(59,858)
Payments on finance lease obligations	(145)	(278)	(313)
Principal payments of long-term debt	(135,000)	(121,500)	(50,000)
Proceeds from issuance of long-term debt	250,000	0	0
Proceeds from Sale and Collection of Notes Receivable	3,000	0	0
Deferred financing costs	(1,199)	(2,694)	(544)
Net cash provided by (used in) financing activities	115,901	(138,532)	(110,032)
Net increase (decrease) in cash	44,723	20,397	(7,549)
Effect of exchange rate on cash	92	(176)	(302)
Cash at beginning of period	87,715
Cash at end of period	132,530	87,715	67,494
Supplemental disclosures of cash flow information
Cash paid for interest	25,667	25,511	19,222
Cash paid for taxes	33,245	27,411	49,181
Non-cash additions to property and equipment	191	178	743
Non-cash additions to intangible assets and other assets	116	26	86
Issuance of common stock in extinguishment of warrant liabilities	0	0	189,897
Operating lease right-of-use assets recognized after ASU 2016-02 transition	2,066	289	$ 6,872
Non-cash credits for repayment of note receivable	$ 740	$ 395

Property and Equipment, Net

12 Months Ended

Aug. 31, 2024

Property, Plant and Equipment [Abstract]

Property and Equipment, Net

Property and equipment, net, as presented with the Consolidated Balance Sheets, is summarized as follows:


(In thousands)	August 31, 2024		August 26, 2023
Furniture and fixtures	$	7,463	$	7,291
Computer equipment and software	1,869		1,570
Machinery and equipment	17,803		16,944

Leasehold improvements	10,632		9,747
Finance lease right-of-use-assets	—		968
Construction in progress	3,713		221
Property and equipment, gross	41,480		36,741
Less: accumulated depreciation	(16,650)		(11,880)
Property and equipment, net	$	24,830	$	24,861

Total depreciation expense was $5.8 million for the fifty-three weeks ended August 31, 2024, $4.4 million for the fifty-two weeks ended August 26, 2023, and $3.2 million for the fifty-two weeks ended August 27, 2022.

Commitments and Contingencies	12 Months Ended
Commitments and Contingencies	Aug. 31, 2024
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	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 enters into endorsement contracts with certain celebrity figures and social media influencers to promote and endorse the Quest, Atkins, and OWYN 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 contracts in place and achievement of performance conditions as of August 31, 2024, the Company will be required to make payments of $1.2 million over the next year.

Goodwill and Intangibles

12 Months Ended

Aug. 31, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangibles

Changes to Goodwill during the fifty-three weeks ended August 31, 2024 were as follows:


(In thousands)	Goodwill
Balance as of August 26, 2023	$	543,134
Acquisition of business	48,553
Balance as of August 31, 2024	$	591,687

The change in Goodwill during the fifty-three week period ended August 31, 2024, was the result of the acquisition method of accounting related to the OWYN Acquisition as described in Note 3. There were no changes in the Company’s goodwill in the fifty-two week period ended August 26, 2023. There were no impairment charges related to goodwill during the fifty-three weeks ended August 31, 2024, or since the inception of the Company.

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


				August 31, 2024
(In thousands)	Useful life			Gross carrying amount		Accumulated amortization		Net carrying amount
Intangible assets with indefinite life:
Brands and trademarks	Indefinite life			$	1,197,000	$	—	$	1,197,000
Intangible assets with finite lives:
Customer relationships	15 years			$	194,500	$	65,171	$	129,329
Licensing agreements	13 years			22,000		12,415		9,585
Proprietary recipes and formulas	7 years			7,000		7,000		—
Software and website development costs	3	-	5 years	5,034		4,921		113
Intangible assets in progress	3	-	5 years	439		—		439
				$	1,425,973	$	89,507	$	1,336,466


				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 fifty-three weeks ended August 31, 2024, were primarily related to the OWYN Acquisition and recurring amortization expense. In conjunction with the Acquisition, the Company acquired a brand indefinite lived intangible asset and a customer relationship intangible asset, which had fair values of approximately $223.0 million and $20.5 million as of the date of the Acquisition, respectively. Changes related to the fifty-two weeks ended August 26, 2023, and August 27, 2022, were primarily related to recurring amortization expense.

During the third quarter of the fiscal year ended August 31, 2024, the Company conducted a qualitative impairment assessment that identified potential indicators of impairment for the Atkins brand indefinite lived intangible asset. Accordingly, the Company proceeded to conduct a quantitative impairment assessment over the asset. Based on our testing, the asset had an excess fair value well over its respective carrying value, resulting in no impairment. During the fifty-three weeks ended August 31, 2024, the Company performed qualitative impairment assessments for its indefinite-lived intangible assets as of the first day of the fourth quarter of fiscal year 2024. The qualitative assessment did not identify indicators of impairment, and it was determined that it was more likely than not each indefinite-lived intangible asset had fair values in excess of their carrying values. Accordingly, no further impairment assessments were necessary. There were no impairment charges related to indefinite-lived intangibles recognized in the fifty-three weeks ended August 31, 2024, August 26, 2023, or August 27, 2022, respectively.

During the fifty-three weeks ended August 31, 2024, the Company did not identify indicators of impairment related to its finite-lived intangible assets, which are tested for impairment when events or circumstances indicated that the carrying amount may not be recoverable. There were no impairment charges related to the Company’s finite-lived intangible assets in the fifty-three weeks ended August 31, 2024, August 26, 2023, or August 27, 2022, respectively.

Amortization expense related to intangible assets was $15.2 million for the fifty-three weeks ended August 31, 2024, $15.7 million for the fifty-two weeks ended August 26, 2023, and $15.8 million for the fifty-two weeks ended August 27, 2022.

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


(In thousands)	Amortization

2025	14,933
2026	14,903
2027	14,903
2028	14,903
2029	14,891
Thereafter	64,494
Total	$	139,027