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Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	May 27, 2017	Jul. 14, 2017
Document And Entity Information [Abstract]
Entity Registrant Name	Simply Good Foods Co.
Entity Central Index Key	0001702744
Current Fiscal Year End Date	--08-26
Entity Filer Category	Accelerated Filer
Document Type	10-Q
Document Period End Date	May 27, 2017
Document Fiscal Year Focus	2017
Document Fiscal Period Focus	Q3
Amendment Flag	false
Entity Common Stock, Shares Outstanding		70,562,500

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	May 27, 2017	Aug. 27, 2016
Current assets:
Cash and cash equivalents	$ 22,163	$ 78,492
Accounts receivable, net	36,194	42,839
Inventories, net	29,469	27,544
Prepaid expenses	2,916	1,753
Other current assets	15,458	8,353
Total current assets	106,200	158,981
Long-term assets:
Property and equipment, net	1,857	2,273
Intangible assets, net	183,688	185,688
Goodwill	55,190	40,724
Other long term assets	2,224	1,846
Total assets	349,159	389,512
Current liabilities:
Accounts payable	18,095	18,750
Accrued interest	3,538	4,028
Accrued expenses and other current liabilities	13,795	16,629
Current maturities of long-term debt	0	11,387
Total current liabilities	35,428	50,794
Long-term liabilities:
Long-term debt, less current maturities	280,953	321,638
Warrant liabilities	15,000	15,722
Deferred income taxes	29,424	29,192
Total liabilities	360,805	417,346
See Commitments and contingencies (Note 11)
Stockholders' equity (deficit):
Common stock	5	5
Additional paid-in-capital	(41,571)	(43,551)
Retained earnings	30,752	16,155
Accumulated other comprehensive (loss)	(832)	(443)
Total stockholders' equity (deficit)	(11,646)	(27,834)
Total liabilities and stockholders' equity (deficit)	$ 349,159	$ 389,512

Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	May 27, 2017	May 28, 2016	May 27, 2017	May 28, 2016
Income Statement [Abstract]
Net sales	$ 96,503	$ 104,590	$ 298,614	$ 324,367
Cost of goods sold	52,933	62,162	159,759	188,651
Gross profit	43,570	42,428	138,855	135,716
Operating Expenses:
Distribution	4,084	4,598	13,413	13,673
Selling	4,350	5,444	12,621	14,813
Marketing	9,733	9,494	28,969	28,958
General and administrative	12,276	12,215	33,975	34,080
Depreciation and amortization	2,482	2,458	7,409	7,705
Other Expense	17	227	75	652
Total operating expenses	32,942	34,436	96,462	99,881
Income from operations	10,628	7,992	42,393	35,835
Other income (expense):
Change in warrant liabilities	1,119	0	722	0
Interest expense	(6,430)	(6,559)	(20,059)	(20,292)
Loss (gain) on foreign currency transactions	724	357	6	(44)
Other income (expense)	83	(12)	282	104
Total other expense	(4,504)	(6,214)	(19,049)	(20,232)
Income before income taxes	6,124	1,778	23,344	15,603
Income tax expense	1,777	1,002	8,747	6,728
Net income	4,347	776	14,597	8,875
Other comprehensive income:
Foreign currency translation adjustments	(805)	33	(389)	158
Comprehensive income	$ 3,542	$ 809	$ 14,208	$ 9,033

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	May 27, 2017	May 28, 2016
Operating activities
Net income	$ 14,597	$ 8,875
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	7,409	7,705
Amortization of deferred financing costs and debt discount	1,474	1,387
Stock compensation expense	1,871	1,545
Change in warrant liabilities	(722)	0
Unrealized loss on foreign currency transactions	(111)	470
Deferred income taxes	(1,128)	6,110
Changes in operating assets and liabilities:
Accounts receivable, net	8,289	(10,641)
Inventories, net	(1,110)	1,085
Prepaid expenses	(399)	239
Other current assets	(7,964)	2,146
Accounts payable	(1,168)	(1,314)
Accrued interest	(490)	(142)
Accrued expenses and other current liabilities	(1,846)	1,345
Other	39	57
Net cash provided by operating activities	18,741	18,867
Investing activities
Purchases of property, plant, and equipment	(421)	(521)
Wellness Foods investment	(21,039)	0
Net cash used in investing activities	(21,460)	(521)
Financing activities
Proceeds from option exercises	109	0
Principal payments of long-term debt	(53,586)	(7,464)
Net cash used in financing activities	(53,477)	(7,464)
Cash and cash equivalents
Net (decrease) increase in cash	(56,196)	10,882
Effect of exchange rate on cash	(133)	(290)
Cash at beginning of period	78,492	57,094
Cash and cash equivalents at end of period	22,163	67,686
Supplemental disclosures of cash flow information
Cash paid for interest	18,949	19,034
Cash paid for taxes	$ 12,371	$ 237

General

9 Months Ended

May 27, 2017

Organization, Consolidation and Presentation of Financial Statements [Abstract]

General

Description of Business

NCP-ATK Holdings, Inc. (dba Atkins Nutritionals and referred to herein as “Atkins” or “the Company”) operates in the healthy snacking category. The Atkins approach focuses on a healthy diet with reduced levels of refined carbohydrates and refined sugars and encourages the consumption of lean protein, fiber, fruits, vegetables, and good fats. The Company sells a variety of nutrition bars, shakes, and frozen meals designed around the nutrition principles of the Atkins Diet.

The Company has experienced in the past, and expects to continue to experience, seasonal fluctuations in sales as a result of consumer spending patterns. Historically, sales have been greatest in the first calendar quarter, which corresponds with the second fiscal quarter, and lowest in the fourth calendar quarter, which corresponds with the first fiscal quarter. The Company believes these consumer spending patterns are driven primarily by the predisposition of consumers to adjust their approach to nutrition at certain times of the year as well as the timing of the Company’s advertising linked with key customer promotion windows.

Licensing of the Frozen Meals

On September 1, 2016, the agreement with Bellisio Foods to license Atkins’ frozen meals resulting in royalty income became effective. This income will be reported within net sales for the period beginning with the thirty-nine weeks ended May 27, 2017 whereas the frozen sales and related profitability was included in net sales through operating income in all prior periods. For a further discussion of this agreement, see note 9 Significant Agreement, in the notes to the Financial Statements.

Basis of Presentation

The interim financial information as of May 27, 2017 and May 28, 2016 has been prepared without an audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and pursuant to Regulation S-X. Certain information and footnote disclosures, which are normally included in annual financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), have been omitted pursuant to those rules and regulations. It is recommended that these interim financial statements be read in conjunction with the Company’s consolidated financial statements and related notes thereto for the 52 weeks ended August 27, 2016, the 35 weeks ended August 29, 2015, the 52 weeks ended December 27, 2014 and the 52 weeks ended December 28, 2013 in the definitive proxy statement/prospectus of The Simply Good Foods Company, ("Simply Good Foods") dated June 15, 2017.

Merger

See note 10, Subsequent Events, for discussion of the Company's July 2017 merger transaction.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All material intercompany accounts and transactions have been eliminated in the consolidated financial statements. The consolidated financial statements are prepared in accordance with GAAP.

Summary of Significant Accounting Policies

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.

Cash and Cash Equivalents

Cash and cash equivalents consist of cash on hand, deposits available on demand, and other short-term, highly liquid investments with original maturities of three months or less. Because of the short maturity of these investments, the carrying amounts approximate their fair value.

Concentration of Credit Risk

Atkins maintains cash balances in five financial institutions. The balances are insured by the Federal Deposit Insurance Corporation up to $250,000 per institution. From time to time, Atkins’ balances may exceed this limit. As of May 27, 2017, and August 27, 2016, uninsured cash balances were approximately $21.9 million and $78.2 million, respectively. Atkins believes it is not exposed to any significant credit risk on cash.

Accounts Receivable and Trade Promotions

The Company estimates the allowance for doubtful accounts based upon a review of outstanding receivables, historical collection information and fiscal strength of customer. Normally, accounts receivable are due within 30 days after the date of the invoice. Receivables more than 90 days old are considered past due. Accounts receivable are written off when they are determined to be uncollectible. The Company’s policy for estimating allowances for doubtful accounts with respect to receivables is to record an allowance based on a historical evaluation of write-offs, aging of balances, and other quantitative and qualitative analyses. At May 27, 2017 and August 27, 2016, the allowance for doubtful accounts was $0.4 million and $0.3 million, respectively.

The Company estimates allowances to reflect commitments made to customers for customer-executed promotional activities and other incentive offerings, including special pricing agreements, price protection, promotions, and volume-based incentives, as well as damaged and aged customer inventory. These allowances are based on historical evaluations, both qualitative and quantitative, as well as the Company’s best estimate of current activity. The allowances for customer programs and other incentive offerings are recorded at the time the incentive is offered or at the time of revenue recognition for the underlying transaction that results in progress by the customer toward earning the incentive. The Company’s allowances for these commitments are recorded as a reduction to both accounts receivables and net sales. At May 27, 2017 and August 27, 2016, the allowance for these commitments was $10.9 million and $9.6 million, respectively.

Inventories

Inventories, which consist of nutrition bars, shakes, frozen meals and packaging material, are valued at the lower of cost or market, with cost determined using standard costs which approximate costs determined on the first-in, first-out method, and with market defined as the lower of replacement cost or realizable value. Inventories consist materially of finished goods.

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. At May 27, 2017and August 27, 2016, the provision for obsolete inventory was $0.3 million and $1.0 million, respectively.

Property and Equipment

Property and equipment are stated at cost or the allocated fair value in purchase accounting, net of accumulated depreciation. The costs of additions and betterments that substantially extend the useful life of an asset are capitalized and the expenditures for ordinary repairs and maintenance are expensed in the period incurred. When items of property and equipment are sold or retired, the related costs and accumulated depreciation are removed from the accounts, and any gain or loss is included in other income.

The Company capitalizes costs of materials and consultants involved in developing its website and mobile applications for smart phones (collectively, “website development costs”). Costs incurred during the preliminary project and post-implementation stages are charged to expense. Website development costs are amortized on a straight-line basis over an estimated useful life of three years.

Depreciation of property and equipment is provided utilizing the straight-line method over the estimated useful lives of the respective assets as follows:



Furniture and fixtures	7 years
Computer equipment, software, and website development costs	3-5 years
Machinery and equipment	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 determines whether there has been an impairment of long-lived assets, excluding goodwill and indefinite-lived intangible assets, whenever events or changes in business circumstances indicate that the carrying value of any long-lived assets may not be fully recoverable. There were no indicators of impairment in the thirty-nine weeks ended May 27, 2017 and May 28, 2016.

Goodwill and Intangible Assets

Goodwill and intangible assets result primarily from acquisitions. Intangible assets primarily include 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.

Finite-lived intangible assets are amortized utilizing the straight-line method 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" significant accounting policy.

For goodwill and other intangible assets that have indefinite lives, those assets are not amortized. Rather impairment tests are conducted on an annual basis or more frequently if indicators of impairment are present.

A qualitative assessment of goodwill and indefinite-lived intangibles was performed as of August 27, 2016. Qualitative assessment includes consideration for the economic, industry and market conditions in addition to the overall financial performance of the Company and these assets. Based on the results of this assessment, it was determined that it is more likely than not the reporting unit had a fair value in excess of carrying value.

Deferred Financing Costs and Debt Discounts

Costs incurred in obtaining long-term financing paid to parties other than creditors are considered a debt discount 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.

Research and Development Activities

The Company’s research and development activities primarily consist of generating and testing new product concepts, new flavors, and packaging and are primarily internal. The Company expenses research and development costs as incurred as they primarily relate to compensation, facility costs and purchased research and development services, materials and supplies. Research and development costs are included in General and administrative expenses in the Company’s Consolidated Statements of Operations and Comprehensive Income (loss).

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 bases 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.

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 rate of exchange prevailing during each reporting period. Translation adjustments arising from the translation of these amounts are recorded as a component of Other comprehensive income (loss).

Unrealized foreign currency gains and losses arising from the remeasurement of intercompany positions within the Company’s international subsidiaries are recorded as a component of other income (expense).

Revenue Recognition

Atkins recognizes revenue from the sale of product when (i) persuasive evidence of an arrangement exists, (ii) the price is fixed or determinable, (iii) title and risk of loss pass to the customer at the time of delivery and (iv) there is reasonable assurance of collection of the sales proceeds. Atkins records estimated reductions to revenue for customer programs, slotting fees and incentive offerings, including special pricing agreements, price protection, promotions and other volume-based incentives at the time the incentive is offered or at the time of revenue recognition for the underlying transaction that results in progress by the customer toward earning the incentive. Some of these incentives are recorded by estimating costs based on Atkins’ historical experience and expected levels of performance of the trade promotion.

Advertising Costs

Production costs related to television commercials are expensed when first aired. All other advertising costs are expensed through selling and marketing. Production costs related to television commercials not yet aired are included in the Prepaid expenses in the accompanying Consolidated Balance Sheets. There were no production costs for the thirteen weeks and thirty-nine weeks ended May 27, 2017 and May 28, 2016.

Share-Based Compensation

Share-based compensation is rewarded to employees, directors, and consultants of the Company. Share-based compensation expense is recognized for equity awards over the vesting period based on their grant-date fair value. The fair value of option awards is estimated at the date of grant using the Black-Scholes valuation model. The exercise price of each stock option equals or exceeds the estimated fair value of the Company’s stock price on the date of grant. Options can generally be exercised over a maximum term of ten years. Compensation expense is recognized only for equity awards expected to vest, and the Company estimates forfeitures at the date of grant and at each reporting date based on its historical experience and future expectations. Share based compensation expense is included within the same financial statement caption where the recipient’s other compensation is reported.

Shipping and Handling Costs

Costs associated with products shipped to customers are recognized in Distribution in the accompanying Consolidated Statements of Operations and Comprehensive Income (loss). The Company’s cost of sales does not include shipping and handling amounts related to the delivery to the buyer.

Recently Issued and Adopted Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers. The objective of ASU No. 2014-09 is to outline a new, single comprehensive model to use in accounting for revenue arising from contracts with customers. The new revenue recognition model provides a five-step analysis for determining when and how revenue is recognized, depicting the transfer of promised goods or services to customers in an amount that reflects the consideration that is expected to be received in exchange for those goods or services. On July 9, 2015, the FASB voted to delay the implementation of ASU No. 2014-09 by one year to fiscal years and interim periods within those years beginning after December 15, 2017. An entity may elect to early adopt as of the original effective date, fiscal years and interim periods within those years beginning after December 15, 2016. In April 2016, the FASB issued ASU No. 2016-10, Revenue from Contracts with Customers, Identifying Performance Obligations and Licensing which provides additional clarification regarding identifying performance obligations and licensing. In December 2016, the FASB issued ASU No. 2016-19, 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers. These ASUs will replace most existing revenue recognition guidance in GAAP and will be effective for the, as a public company (see note 10), Company beginning in fiscal 2019. The standard permits the use of either the retrospective or modified retrospective (cumulative effect) transition method and the Company has not yet selected which transition method to apply.

The Company is currently evaluating recently issued guidance on practical expedients as part of the transition decision. Upon initial evaluation, the Company believes the key changes in the standard that impact revenue recognition relate to the recognition of customer programs and incentive offerings, including special pricing agreements, price protection, promotion, and other volume-based incentives. The Company is still in the process of evaluating these impacts.

In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements (Subtopic 205-40) - Going Concern: Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern. ASU No. 2014-15 explicitly requires management to evaluate, at each annual or interim reporting period, whether there are conditions or events that exist which raise substantial doubt about an entity's ability to continue as a going concern and to provide related disclosures. ASU No. 2014-15 is effective for annual periods ending after December 15, 2016, and annual and interim periods thereafter, with early adoption permitted. The Company has evaluated the adoption of this new standard on its financial statement disclosures and does not anticipate there to be an impact.

In April 2015, the FASB issued ASU No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. In April 2015, Atkins changed the manner in which it reports debt issuance costs due to the adoption of ASU No. 2015-03. Debt issuance costs related to a recognized debt liability previously reported as assets have been reclassified as a direct deduction from the carrying amount of debt liabilities in Atkins’ consolidated financial statements in all periods presented. Atkins adopted this standard in 2016 on a retrospective basis.

In July 2015, the FASB issued ASU No. 2015-11, Inventory (Topic 330) - Simplifying the Measurement of Inventory. The amendments clarify that an entity should measure inventory within the scope of this update at the lower of cost and net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Substantial and unusual losses that result from subsequent measurement of inventory should be disclosed in the financial statements. The Company has adopted the new accounting standard in the interim period ending February 25, 2017 and no adjustments were made to the inventory balance as a result of the adoption.

In August 2015, the FASB issued ASU No. 2015-15, Interest-Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements. In April 2015, Atkins changed the manner in which it reports debt issuance costs due to the adoption of ASU No. 2015-03. Debt issuance costs related to a recognized debt liability previously reported as assets have been reclassified as a direct deduction from the carrying amount of debt liabilities in Atkins’ consolidated financial statements in all periods presented. Atkins adopted this standard in 2016 on a retrospective basis.

In November 2015, the FASB issued ASU No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes. The objective of this update is to simplify the presentation of deferred income taxes by requiring all deferred tax assets and liabilities to be classified as noncurrent in the statement of financial position. The amendments in this update do not affect the current requirement to offset deferred tax assets and liabilities for each tax-paying component within a tax jurisdiction. This ASU is effective for annual periods beginning after December 15, 2016, including interim periods within those annual periods, and can be applied either prospectively or retrospectively. Early adoption is permitted. The Company adopted this ASU in 2016 on a retrospective basis.

In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments- Overall (Subtopic 825-10). This new standard enhances the reporting model for financial instruments regarding certain aspects of recognition, measurement, presentation, and disclosure. The provisions of this ASU are effective for annual reporting periods beginning after December 15, 2017, and interim reporting periods within those annual periods. This ASU is to be applied using a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption. This ASU is effective for the Company’s August 2018 fiscal year end. The Company does not anticipate adoption of this new standard will be material to its consolidated financial statements.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The standard requires lessees to recognize the assets and liabilities that arise from leases on the balance sheet. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. The new guidance is effective for the Company beginning in fiscal 2019. The amendments should be applied at the beginning of the earliest period presented using a modified retrospective approach with earlier application permitted as of the beginning of an interim or annual reporting period. The Company is currently evaluating the effects adoption of this guidance will have on its consolidated financial statements.

In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting. The pronouncement simplifies the accounting for income tax consequences of share-based payment transactions. The new guidance requires that all of the tax related to share-based payments be recorded in earnings at settlement (or expiration). This guidance is effective for the Company beginning in fiscal 2017. Early adoption is permitted. The Company is currently evaluating the effects adoption of this guidance will have on the Company’s consolidated financial statements and financial statement disclosures.

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. The new guidance is intended to eliminate diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The new standard is effective for financial statements issued for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted for all entities, provided that all of the amendments are adopted in the same period. The guidance requires application using a retrospective transition method. This new standard is effective for the Company starting August 2018. The Company does not anticipate adoption of this ASU will have a material impact on its Consolidated Statement of Cash Flows.

In January 2017, the FASB issued ASU No. 2017-04, Intangibles – Goodwill and other (Topic 350): Simplifying the Test for Goodwill Impairment. The amended standard simplifies how an entity tests goodwill by eliminating Step 2 of the goodwill impairment test. The amended standard also modifies the concept of impairment from the condition that exists when the carrying amount of goodwill exceeds its implied fair value to the condition that exists when the carrying amount of a reporting unit exceeds its fair value. The new guidance is effective for the Company beginning in fiscal 2020. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company is currently evaluating the impact of the new guidance on its goodwill impairment testing.

In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805), to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The provisions of this ASU provide a more robust framework to use in determining when a set of assets and activities is a business by clarifying the requirements related to inputs, processes, and outputs. These provisions are to be applied prospectively and are effective for annual reporting periods beginning after December 15, 2017, and interim reporting periods within those annual periods. This ASU is effective for the Company’s 2019 fiscal year end. The Company does not presently believe adoption of this new standard will be material to its consolidated financial statements.

In May 2017, the FASB issued ASU No. 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting. The amended standard specifies the modification accounting applicable to any entity which changes the terms or conditions of a share-based payment award. The new guidance is effective for all entities after December 2017. Early adoption is permitted. The Company does not presently believe adoption of this new standard will be material to its consolidated financial statements.

Acquisition of Wellness Foods

9 Months Ended

May 27, 2017

Business Combinations [Abstract]

Acquisition of Wellness Foods

On December 21, 2016, the Company completed the acquisition of Wellness Foods, Inc. (“Wellness Foods”), a Canadian-based company and owner of the Simply Protein line of products for $21.0 million in cash. Wellness Foods is based Toronto, Canada and manufactures, markets and distributes protein rich snack foods that offer clean eating, optimal ingredients and innovative nutrition. The acquisition of Wellness Foods expanded the portfolio of protein rich products and provided new product capabilities to support Atkins’ brand of “low-carb”, “effective weight-management” and “protein-rich” diet. The Company has included Wellness Foods’ results of operations in the Consolidated Statements of Operations and Income from the date of acquisition.

The acquisition was accounted for using the acquisition method of accounting. Assets acquired and liabilities assumed in connection with the acquisition have been recorded at their fair values. The fair values were determined by management based in part on an independent valuation of assets acquired, which includes intangible assets of approximately $4.6 million and relate primarily to tradenames and customer relationships. Intangible assets subject to amortization of approximately $0.7 million are being amortized over a 15 year term and relate primarily to customer relationships.

The following table summarizes the allocation of the purchase price to the fair value of assets acquired and liabilities assumed in relation to the acquisition of Wellness Foods. The purchase price allocations are based upon preliminary valuations. Accounting guidance provides that the allocation of the purchase price may be modified up to one year from the date of the merger as more information is obtained about the fair value of assets acquired and liabilities assumed. This will be evaluated in conjunction with the merger discussed in note 10 Subsequent Events. The preliminary amounts recognized are subject to further revision to the extent that additional information is obtained about the facts and circumstances that existed as of the acquisition date. Any changes to the fair value assessments may affect the purchase price allocation and could potentially impact goodwill.



	December 21, 2016
Assets acquired:
Accounts receivable, net	$	1,122
Prepaid expenses and other current assets	48
Inventories, net	1,388
Property and equipment, net	13
Intangible assets	4,560
Income taxes receivable	305
Liabilities assumed:
Accounts payable	765
Accrued expenses and other current liabilities	97
Other taxes payable (VAT)	2
Total identifiable net assets	6,572
Goodwill	14,467
Total purchase price	$	21,039

Goodwill and Intangibles

9 Months Ended

May 27, 2017

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangibles

The change in the carrying amount of goodwill for the thirty-nine weeks ended May 27, 2017 is as follows:



	Total
Balance as of August 27, 2016	$	40,724
Goodwill acquired during the period	14,467
Effect of exchange rate changes	(1		)
Balance as of May 27, 2017	$	55,190

Intangible assets, net, consist of the following:



		May 27, 2017
	Useful Life	Gross carrying amount		Accumulated amortization		Net carrying amount
Intangible assets with indefinite life:
Brands and trademarks	Indefinite life	$	113,712	$	—	$	113,712
Intangible assets with finite lives:
Customer relationships	15 years	121,748		52,137		69,611
Proprietary recipes and formulas	7 years	4,760		4,395		365
		$	240,220	$	56,532	$	183,688



		August 27, 2016
	Useful Life	Gross carrying amount		Accumulated amortization		Net carrying amount
Intangible assets with indefinite life:
Brands and trademarks	Indefinite life	$	109,900	$	—	$	109,900
Intangible assets with finite lives:
Customer relationships	15 years	121,000		46,087		74,913
Proprietary recipes and formulas	7 years	4,760		3,885		875
		$	235,660	$	49,972	$	185,688

Amortization expense related to intangible assets during the thirteen weeks ended May 27, 2017 and May 28, 2016, was $2.2 million and $2.2 million, respectively. Amortization expense related to intangible assets during the thirty-nine weeks ended May 27, 2017 and May 28, 2016, was $6.6 million and $6.9 million, respectively.

- Definition

The entire disclosure for the aggregate amount of goodwill and a description of intangible assets, which may include (a) for amortizable intangible assets (also referred to as finite-lived intangible assets), the carrying amount, the amount of any significant residual value, and the weighted-average amortization period, (b) for intangible assets not subject to amortization (also referred to as indefinite-lived intangible assets), the carrying amount, and (c) the amount of research and development assets acquired and written off in the period, including the line item in the income statement in which the amounts written off are aggregated, if not readily apparent from the income statement. Also discloses (a) for amortizable intangibles assets in total and by major class, the gross carrying amount and accumulated amortization, the total amortization expense for the period, and the estimated aggregate amortization expense for each of the five succeeding fiscal years, (b) for intangible assets not subject to amortization the carrying amount in total and by major class, and (c) for goodwill, in total and for each reportable segment, the changes in the carrying amount of goodwill during the period (including the aggregate amount of goodwill acquired, the aggregate amount of impairment losses recognized, and the amount of goodwill included in the gain (loss) on disposal of a reporting unit). If any part of goodwill has not been allocated to a reportable segment, discloses the unallocated amount and the reasons for not allocating. For each impairment loss recognized related to an intangible asset (excluding goodwill), discloses: (a) a description of the impaired intangible asset and the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method for determining fair value, (c) the caption in the income statement or the statement of activities in which the impairment loss is aggregated, and (d) the segment in which the impaired intangible asset is reported. For each goodwill impairment loss recognized, discloses: (a) a description of the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method of determining the fair value of the associated reporting unit, and (c) if a recognized impairment loss is an estimate not finalized and the reasons why the estimate is not final. May also disclose the nature and amount of any significant adjustments made to a previous estimate of an impairment loss.

+ References + Details

Fair Value of Financial Instruments

9 Months Ended

May 27, 2017

Fair Value Disclosures [Abstract]

Fair Value of Financial Instruments

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

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.

The following tables set forth the Company’s assets and liabilities measured at fair value.

Fair value at May 27, 2017 is summarized as follows:



Description	Level 1		Level 2		Level 3		Total
Liabilities
Warrants	$	—	$	—	$	15,000	$	15,000

Fair value at August 27, 2016 is summarized as follows:



Description	Level 1		Level 2		Level 3		Total
Liabilities
Warrants	$	—	$	—	$	15,722	$	15,722

From August 27, 2016 to May 27, 2017, the fair value of the warrants decreased $0.7 million which is included in Changes in warrant liabilities in the accompanying Consolidated Statement of Operations and Comprehensive Income. The fair value of the warrants have been calculated based on estimating future cash payments to be made to the former owner, in part based on the probability-weighted present value of various payout scenarios. Key fair value inputs are the discount rate; expected future cash flows under various payout scenarios, which are derived in part from an estimate of various transaction prices on a future change in a control event; and a probability analysis of the payout scenarios. The methodology for measuring fair value is sensitive to the volatility of key inputs mentioned above.

At May 27, 2017 and August 27, 2016, the carrying value of the Company’s debt approximates its fair value as (i) it is based on a variable interest rate that changes based on market conditions and (ii) the margin applied to the variable rate is based on the Company’s credit risk, which has not changed since entering into the debt instrument.

- Definition

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

+ References + Details

Income Taxes

9 Months Ended

May 27, 2017

Income Tax Disclosure [Abstract]

Income Taxes

The following table shows the tax expense and the effective tax rate for the thirty-nine weeks ended May 27, 2017 and May 28, 2016 resulting from operations:



	May 27, 2017			May 28, 2016
Income before income taxes	$	23,344		$	15,603
Provision for income taxes	$	8,747		$	6,728
Effective tax rate	37.5		%	43.1		%

The effective tax rate for the thirty nine weeks ended May 27, 2017 is lower than the effective tax rate for the thirty nine weeks ended May 28, 2016 by 5.6%, which is primarily driven by a greater pre-tax income combined with lower permanent differences.

Long-Term Debt and Line of Credit

9 Months Ended

May 27, 2017

Debt Disclosure [Abstract]

Long-Term Debt and Line of Credit

On April 3, 2013, the Company entered into a First Lien Credit Agreement (the “First Lien”) and a Second Lien Credit Agreement (the “Second Lien”) with Credit Suisse Securities (USA) LLC. The First Lien consists of a $20.0 million revolving line of credit and a $255 million term loan. The First Lien revolving line of credit bears interest at a rate per annum equal to the London Interbank Offered Rate (“LIBOR”), with a floor of 1.25%, plus 5.0%, and matures on April 3, 2018. The First Lien term loan requires quarterly principal and interest payments, bears interest at a rate per annum equal to LIBOR, with a floor of 1.25%, plus 5.0%, and matures on January 2, 2019. The First Lien also provides for an excess cash flow prepayment based on a contractual formula, payable within 120 days of the end of each fiscal year. Each term lender has the right to refuse any such prepayment. Prepayments are applied against the future principal payments in a manner that is set forth in the First Lien credit agreement. The Second Lien consists of a $100 million term loan that requires annual interest payments, bears interest at a rate per annum equal to LIBOR, with a floor of 1.25%, plus 8.5%, and matures on April 3, 2019. During the thirteen weeks ended May 27, 2017, the Company made a payment of $50 million on the First Lien.

Under the First Lien and Second Lien, the Company has granted the lenders a security interest in substantially all of the assets of the Company, including its subsidiaries and an affiliate. In addition, the First Lien and Second Lien contain various restrictions, including restrictions on the payment of dividends and other distributions to equity and warrant holders, and provide for the maintenance of certain financial ratios. The Company was in compliance with these covenants at May 27, 2017 and August 27, 2016.

At May 27, 2017 and August 27, 2016, there were no amounts drawn against the Company’s lines of credit, and long-term debt consists of the following:



	May 27, 2017		August 27, 2016
First Lien and Second Lien term loans	$	283,417	$	337,209
Less: deferred financing fees	2,464		4,184
Total debt	280,953		333,025
Less: current maturities, net of deferred financing fees of $.6 million at May 27, 2017 and $1.8 million at August 27, 2016	—		11,387
Long-term debt, net of deferred financing fees	$	280,953	$	321,638

Commitments and Contingencies	9 Months Ended
Commitments and Contingencies	May 27, 2017
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Leases The Company has non-cancelable operating leases for seven buildings. Rent expense charged to operations amounted to $0.5 million and $0.7 million for the thirteen weeks ended May 27, 2017 and May 28, 2016, respectively. Rent expense charged to operations amounted to $1.5 million and $1.9 million for the thirty-nine weeks ended May 27, 2017 and May 28, 2016, respectively. Litigation The Company is a party to certain litigation and claims that are considered normal to the operations of the business. Management is of the opinion that the outcome of these actions will not have a material adverse effect on the Company’s consolidated financial statements. Other The Company has entered into endorsement contracts with certain celebrity figures to promote and endorse the Atkins brand and line of products. These contracts contain endorsement fees, which are expensed ratably over the life of the contract, and performance fees, that are recognized at the time of achievement. Based on the terms of the contracts in place and achievement of performance conditions as of May 27, 2017, the Company will be required to make payments of less than $0.1 million over the next six months.

Segment and Customer Information

9 Months Ended

May 27, 2017

Segment Reporting [Abstract]

Segment and Customer Information

The Company has organized its operations into one operating segment that sells its branded nutritional foods and snacking products designed around the nutrition principles of the Atkins diet. The results of the operating segment is reviewed by the Company’s chief operating decision maker to make decisions about resource expenditures and assessing financial performance. This operating segment is therefore the Company’s reportable segment.

The financial information relating to the Company’s segment is as follows:



	Thirteen Weeks Ended				Thirty-Nine Weeks Ended
	May 27, 2017		May 28, 2016		May 27, 2017		May 28, 2016
Revenues from external customers	$	96,503	$	104,590	$	298,614	$	324,367
Income from operations	10,628		7,992		42,393		35,835
Income before income taxes	6,124		1,778		23,344		15,603
Total assets	349,159		377,529		349,159		377,529

Reconciliations of the totals of reported segment revenues, profit, or loss measurement, assets, and other significant items reported by segment to the corresponding GAAP totals is not applicable to Atkins as it only has one reportable segment.

Significant Customers

At May 27, 2017 and August 27, 2016, approximately 31% and 41% of gross trade accounts receivable, respectively, were derived from one customer. For the thirteen weeks ended May 27, 2017 and May 28, 2016, approximately 41% and 35% of gross sales, respectively, were derived from the same retailer. For the thirty-nine weeks ended May 27, 2017 and May 28, 2016, approximately 47% and 38% of gross sales, respectively, were derived from the same retailer.

Significant Agreement	9 Months Ended
Significant Agreement	May 27, 2017
Significant Agreement [Abstract]
Significant Agreement	Significant Agreement In July 2016, the Company entered into an Exclusive License Agreement (the “License Agreement”) with a co-manufacturer to use the Atkins name and licensed marks to develop, market, distribute and sell frozen food products. In accordance with and subject to terms and conditions of the License Agreement, Atkins will receive a minimum annual royalty payment of $4.0 million in the first year of the License Agreement and increasing annually 3% through the seventh year. Immediately following the initial seven year term, and only upon prior mutual written agreement of the parties, the License Agreement may renew for an additional consecutive seven year period. The License Agreement became effective on September 1, 2016 and all related revenue will be recorded in Net sales in the accompanying Consolidated Statement of Operations and Comprehensive Income as net sales.

Subsequent Events

9 Months Ended

May 27, 2017

Subsequent Events [Abstract]

Subsequent Events

On July 7, 2017, the Company completed a business combination with Conyers Park Acquisition Corp (“Conyers Park”). Conyers Park, a special purpose acquisition company, was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

On April 10, 2017, Conyers Park and Atkins announced that they entered into a definitive agreement (the "Merger Agreement"). Under the terms of the agreement, Conyers Park and Atkins combined under a new holding company, Simply Good Foods, which is expected to be listed on the NASDAQ stock exchange under the symbol “SMPL” upon closing of the proposed transaction (the “Business Combination”).

Per the Merger Agreement, Conyers Park purchased the majority of the Atkins business from Roark Capital Acquisition (“Roark”). Roark retained a minority interest (approximately 13%) in Simply Good Foods.

The Business Combination funded through a combination of cash, stock, and debt financing. The selling equity owners of Atkins, Roark, received approximately $730.1 million in total consideration, inclusive of 10.3 million shares of common stock of Simply Good Foods valued at $10.00 per share, subject to adjustments in accordance with the terms of the definitive agreement. The selling equity owners are also entitled to future cash payments pursuant to a tax receivable agreement.

Along with the $402.5 million of cash held in Conyers Park’s trust account, Conyers Park secured additional commitments for $100 million of common stock private placement at $10.00 per share from large institutional investors. The Business Combination included committed debt financing.

The Business Combination is accounted for using the acquisition method of accounting in accordance with the FASB Accounting Standards Codification (“ASC”) 805, Business Combinations (“ASC 805”). ASC 805 requires, among other things, that assets acquired and liabilities assumed be recognized at their fair values, as determined in accordance with ASC 820, Fair Value Measurements, as of the Business Combination date. Under the acquisition method of accounting, the assets acquired and liabilities assumed will be recorded at the effective time of the Business Combination at their respective fair values and added to those of Conyers Park. 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.

The following estimated purchase price allocation is preliminary, subject to change, and is based upon the Company's financial statements as of May 27, 2017.



Cash paid to selling equityholders	$	627,625
Equity consideration paid to selling equityholders	102,500
Total cash and equity consideration	730,125
Tax Receivable Agreement to selling equityholders	16,058
Total consideration	$	746,183

Accounts receivable, net	$	36,194
Inventories, net	29,469
Other current assets	18,374
Property and equipment, net	1,857
Intangible assets, net	345,800
Goodwill	373,579
Other long-term assets	2,224
Accounts payable	(18,095		)
Other current liabilities	(13,795		)
Deferred income taxes	(29,424		)
Total assets acquired and liabilities assumed	$	746,183

At the closing of the Business Combination, Simply Good Foods executed the Tax Receivable Agreement with the Stockholders’ Representative (on behalf of the selling equityholders). The Tax Receivable Agreement is considered contingent consideration for accounting purposes and included as part of the total consideration transferred in the business combination. The Tax Receivable Agreement obligation is recorded at its acquisition-date fair value and classified as a liability. The Tax Receivable Agreement generally provides for the payment by Simply Good Foods to the selling equityholders for certain federal, state, local and non-U.S. tax benefits deemed realized in post-closing taxable periods by Simply Good Foods, Conyers Park, Atkins and Atkins eligible subsidiaries from the use of up to $100 million of the following tax attributes: (i) net operating losses available to be carried forward as of the closing of the Business Combination; (ii) certain deductions generated by the consummation of the transactions contemplated by the Merger Agreement; and (iii) remaining depreciable tax basis from the 2003 acquisition of Atkins Nutritionals, Inc. As of May 27, 2017, the initial estimated fair value of these contingent payments is $16.1 million which has been recorded as a liability and represents 100% of the value of the recorded tax attributes. Subsequent changes in fair value, after the finalization of the Company's purchase price allocation, will be recognized in earnings.

The final determination of the fair value of the assets acquired and liabilities assumed is expected to be completed as soon as practicable after completion of the Business Combination but not in excess of one year consistent with ASC 805.

Pro Forma Financial Information

The following pro forma financial information presents the combined entity's results as if the Business Combination had occurred on August 29, 2015:



	Thirty-Nine Weeks Ended				Thirty-Nine Weeks Ended
	May 27, 2017		May 28, 2016		May 27, 2017		May 28, 2016
	Assuming No Redemptions				Assuming Maximum Redemptions
Revenue	$	298,614	$	324,367	$	298,614	$	324,367
Net income	$	22,719	$	18,903	$	19,322	$	15,505

These pro forma results include certain adjustments, primarily due to decreases in amortization expense due to the changes in useful lives of intangible assets and decreases in interest expense due to the refinancing of Atkins debt. The pro forma information is not intended to represent or be indicative of the actual results of operations of the combined entity that would have been reported had the Business Combination been completed on August 29, 2015, nor is it representative of future operating results of Simply Good Foods.

General (Policies)

9 Months Ended

May 27, 2017

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Licensing of the Frozen Meals

Basis of Presentation

Principles of Consolidation

Use of Estimates

Cash and Cash Equivalents

Concentration of Credit Risk

Accounts Receivable and Trade Promotions

Inventories

Property and Equipment

Depreciation of property and equipment is provided utilizing the straight-line method over the estimated useful lives of the respective assets as follows:



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

Deferred Financing Costs and Debt Discounts

Research and Development Activities

Income Taxes

Foreign Currency Translation

Revenue Recognition

Advertising Costs

Share-Based Compensation

Shipping and Handling Costs

Recently Issued and Adopted Accounting Pronouncements

General (Tables)

9 Months Ended

May 27, 2017

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Property and Equipment

Depreciation of property and equipment is provided utilizing the straight-line method over the estimated useful lives of the respective assets as follows:



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

Acquisition of Wellness Foods (Tables)

9 Months Ended

May 27, 2017

Business Combinations [Abstract]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed



	December 21, 2016
Assets acquired:
Accounts receivable, net	$	1,122
Prepaid expenses and other current assets	48
Inventories, net	1,388
Property and equipment, net	13
Intangible assets	4,560
Income taxes receivable	305
Liabilities assumed:
Accounts payable	765
Accrued expenses and other current liabilities	97
Other taxes payable (VAT)	2
Total identifiable net assets	6,572
Goodwill	14,467
Total purchase price	$	21,039

The following estimated purchase price allocation is preliminary, subject to change, and is based upon the Company's financial statements as of May 27, 2017.



Cash paid to selling equityholders	$	627,625
Equity consideration paid to selling equityholders	102,500
Total cash and equity consideration	730,125
Tax Receivable Agreement to selling equityholders	16,058
Total consideration	$	746,183

Accounts receivable, net	$	36,194
Inventories, net	29,469
Other current assets	18,374
Property and equipment, net	1,857
Intangible assets, net	345,800
Goodwill	373,579
Other long-term assets	2,224
Accounts payable	(18,095		)
Other current liabilities	(13,795		)
Deferred income taxes	(29,424		)
Total assets acquired and liabilities assumed	$	746,183

Goodwill and Intangibles (Tables)

9 Months Ended

May 27, 2017

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill

The change in the carrying amount of goodwill for the thirty-nine weeks ended May 27, 2017 is as follows:



	Total
Balance as of August 27, 2016	$	40,724
Goodwill acquired during the period	14,467
Effect of exchange rate changes	(1		)
Balance as of May 27, 2017	$	55,190

Schedule of Finite-Lived Intangible Assets

Intangible assets, net, consist of the following:



		May 27, 2017
	Useful Life	Gross carrying amount		Accumulated amortization		Net carrying amount
Intangible assets with indefinite life:
Brands and trademarks	Indefinite life	$	113,712	$	—	$	113,712
Intangible assets with finite lives:
Customer relationships	15 years	121,748		52,137		69,611
Proprietary recipes and formulas	7 years	4,760		4,395		365
		$	240,220	$	56,532	$	183,688



		August 27, 2016
	Useful Life	Gross carrying amount		Accumulated amortization		Net carrying amount
Intangible assets with indefinite life:
Brands and trademarks	Indefinite life	$	109,900	$	—	$	109,900
Intangible assets with finite lives:
Customer relationships	15 years	121,000		46,087		74,913
Proprietary recipes and formulas	7 years	4,760		3,885		875
		$	235,660	$	49,972	$	185,688

Schedule of Indefinite-Lived Intangible Assets

Intangible assets, net, consist of the following:



		May 27, 2017
	Useful Life	Gross carrying amount		Accumulated amortization		Net carrying amount
Intangible assets with indefinite life:
Brands and trademarks	Indefinite life	$	113,712	$	—	$	113,712
Intangible assets with finite lives:
Customer relationships	15 years	121,748		52,137		69,611
Proprietary recipes and formulas	7 years	4,760		4,395		365
		$	240,220	$	56,532	$	183,688



		August 27, 2016
	Useful Life	Gross carrying amount		Accumulated amortization		Net carrying amount
Intangible assets with indefinite life:
Brands and trademarks	Indefinite life	$	109,900	$	—	$	109,900
Intangible assets with finite lives:
Customer relationships	15 years	121,000		46,087		74,913
Proprietary recipes and formulas	7 years	4,760		3,885		875
		$	235,660	$	49,972	$	185,688

Fair Value of Financial Instruments (Tables)

9 Months Ended

May 27, 2017

Fair Value Disclosures [Abstract]

Fair Value, Liabilities Measured on Recurring and Nonrecurring Basis

Fair value at May 27, 2017 is summarized as follows:



Description	Level 1		Level 2		Level 3		Total
Liabilities
Warrants	$	—	$	—	$	15,000	$	15,000

Fair value at August 27, 2016 is summarized as follows:



Description	Level 1		Level 2		Level 3		Total
Liabilities
Warrants	$	—	$	—	$	15,722	$	15,722

Income Taxes (Tables)

9 Months Ended

May 27, 2017

Income Tax Disclosure [Abstract]

Schedule of Income before Income Tax

The following table shows the tax expense and the effective tax rate for the thirty-nine weeks ended May 27, 2017 and May 28, 2016 resulting from operations:



	May 27, 2017			May 28, 2016
Income before income taxes	$	23,344		$	15,603
Provision for income taxes	$	8,747		$	6,728
Effective tax rate	37.5		%	43.1		%

Schedule of Components of Income Tax Expense (Benefit)

The following table shows the tax expense and the effective tax rate for the thirty-nine weeks ended May 27, 2017 and May 28, 2016 resulting from operations:



	May 27, 2017			May 28, 2016
Income before income taxes	$	23,344		$	15,603
Provision for income taxes	$	8,747		$	6,728
Effective tax rate	37.5		%	43.1		%

Schedule of Effective Income Tax Rate

The following table shows the tax expense and the effective tax rate for the thirty-nine weeks ended May 27, 2017 and May 28, 2016 resulting from operations:



	May 27, 2017			May 28, 2016
Income before income taxes	$	23,344		$	15,603
Provision for income taxes	$	8,747		$	6,728
Effective tax rate	37.5		%	43.1		%

Long-Term Debt and Line of Credit (Tables)

9 Months Ended

May 27, 2017

Debt Disclosure [Abstract]

Schedule of Debt

At May 27, 2017 and August 27, 2016, there were no amounts drawn against the Company’s lines of credit, and long-term debt consists of the following:



	May 27, 2017		August 27, 2016
First Lien and Second Lien term loans	$	283,417	$	337,209
Less: deferred financing fees	2,464		4,184
Total debt	280,953		333,025
Less: current maturities, net of deferred financing fees of $.6 million at May 27, 2017 and $1.8 million at August 27, 2016	—		11,387
Long-term debt, net of deferred financing fees	$	280,953	$	321,638

- 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://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.22)
-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-Section 50
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Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 470
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=75038535&loc=d3e64711-112823

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08.(e),(f))
-URI http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 55
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=64930739&loc=d3e28878-108400

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-Section 50
-Paragraph 8
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Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
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-Paragraph 1A
-URI http://asc.fasb.org/extlink&oid=64930785&loc=d3e28541-108399

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
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-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=64930785&loc=d3e28551-108399

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 7
-URI http://asc.fasb.org/extlink&oid=84159872&loc=d3e21521-112644

+ Details

Segment and Customer Information (Tables)

9 Months Ended

May 27, 2017

Segment Reporting [Abstract]

Schedule of Segment Reporting Information, by Segment

The financial information relating to the Company’s segment is as follows:



	Thirteen Weeks Ended				Thirty-Nine Weeks Ended
	May 27, 2017		May 28, 2016		May 27, 2017		May 28, 2016
Revenues from external customers	$	96,503	$	104,590	$	298,614	$	324,367
Income from operations	10,628		7,992		42,393		35,835
Income before income taxes	6,124		1,778		23,344		15,603
Total assets	349,159		377,529		349,159		377,529

Subsequent Events (Tables)

9 Months Ended

May 27, 2017

Subsequent Events [Abstract]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed



	December 21, 2016
Assets acquired:
Accounts receivable, net	$	1,122
Prepaid expenses and other current assets	48
Inventories, net	1,388
Property and equipment, net	13
Intangible assets	4,560
Income taxes receivable	305
Liabilities assumed:
Accounts payable	765
Accrued expenses and other current liabilities	97
Other taxes payable (VAT)	2
Total identifiable net assets	6,572
Goodwill	14,467
Total purchase price	$	21,039

The following estimated purchase price allocation is preliminary, subject to change, and is based upon the Company's financial statements as of May 27, 2017.



Cash paid to selling equityholders	$	627,625
Equity consideration paid to selling equityholders	102,500
Total cash and equity consideration	730,125
Tax Receivable Agreement to selling equityholders	16,058
Total consideration	$	746,183

Accounts receivable, net	$	36,194
Inventories, net	29,469
Other current assets	18,374
Property and equipment, net	1,857
Intangible assets, net	345,800
Goodwill	373,579
Other long-term assets	2,224
Accounts payable	(18,095		)
Other current liabilities	(13,795		)
Deferred income taxes	(29,424		)
Total assets acquired and liabilities assumed	$	746,183

Business Acquisition, Pro Forma Information

The following pro forma financial information presents the combined entity's results as if the Business Combination had occurred on August 29, 2015:



	Thirty-Nine Weeks Ended				Thirty-Nine Weeks Ended
	May 27, 2017		May 28, 2016		May 27, 2017		May 28, 2016
	Assuming No Redemptions				Assuming Maximum Redemptions
Revenue	$	298,614	$	324,367	$	298,614	$	324,367
Net income	$	22,719	$	18,903	$	19,322	$	15,505

General - Concentration of Credit Risk (Details) $ in Millions	9 Months Ended
	May 27, 2017 USD ($) financial_instituiton	Aug. 27, 2016 USD ($)
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of financial institutions \| financial_instituiton	5
Uninsured cash balances \| $	$ 21.9	$ 78.2

General - Accounts Receivable and Trade Promotions (Details) - USD ($) $ in Millions	May 27, 2017	Aug. 27, 2016
Valuation and Qualifying Accounts Disclosure [Line Items]
Allowance for doubtful accounts	$ 0.4	$ 0.3
Allowance for Promotions
Valuation and Qualifying Accounts Disclosure [Line Items]
Allowance for commitments	$ 10.9	$ 9.6

General - Inventories (Details) - USD ($) $ in Millions	9 Months Ended
General - Inventories (Details) - USD ($) $ in Millions	May 27, 2017	Aug. 27, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Reservation percent for obsolete inventory four to six months	50.00%
Reservation percent for obsolete inventory within three months	100.00%
Provision for obsolete inventory	$ 0.3	$ 1.0

General - Property and Equipment (Details)	9 Months Ended
General - Property and Equipment (Details)	May 27, 2017
Website Development
Property, Plant and Equipment [Line Items]
Estimated useful lives	3 years
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Estimated useful lives	7 years
Computer equipment, software, and website development costs \| Minimum
Property, Plant and Equipment [Line Items]
Estimated useful lives	3 years
Computer equipment, software, and website development costs \| Maximum
Property, Plant and Equipment [Line Items]
Estimated useful lives	5 years
Machinery and equipment
Property, Plant and Equipment [Line Items]
Estimated useful lives	7 years
Office equipment \| Minimum
Property, Plant and Equipment [Line Items]
Estimated useful lives	3 years
Office equipment \| Maximum
Property, Plant and Equipment [Line Items]
Estimated useful lives	5 years

General - Advertising Costs (Details) - USD ($)	May 27, 2017	May 28, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Prepaid Advertising	$ 0	$ 0

Acquisition of Wellness Foods - Narrative (Details) - USD ($) $ in Thousands		9 Months Ended
	Dec. 21, 2016	May 27, 2017	May 28, 2016
Business Acquisition [Line Items]
Acquisition price		$ 21,039	$ 0
Wellness Foods, Inc.
Business Acquisition [Line Items]
Acquisition price	$ 21,000
Intangible assets	4,560
Intangible assets subject to amortization	$ 700
Amortization term	15 years

Acquisition of Wellness Foods - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	May 27, 2017	Dec. 21, 2016	Aug. 27, 2016
Liabilities assumed:
Goodwill	$ 55,190		$ 40,724
Wellness Foods, Inc.
Assets acquired:
Accounts receivable, net		$ 1,122
Prepaid expenses and other current assets		48
Inventories, net		1,388
Property and equipment, net		13
Intangible assets		4,560
Income taxes receivable		305
Liabilities assumed:
Accounts payable		765
Accrued expenses and other current liabilities		97
Other taxes payable (VAT)		2
Total identifiable net assets		6,572
Goodwill		14,467
Total purchase price		$ 21,039

Goodwill and Intangibles - Schedule of Goodwill (Details) $ in Thousands	9 Months Ended
	May 27, 2017 USD ($)
Goodwill [Roll Forward]
Beginning Balance	$ 40,724
Goodwill acquired during the period	14,467
Effect of exchange rate changes	(1)
Ending Balance	$ 55,190

Goodwill and Intangibles - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	May 27, 2017	Aug. 27, 2016
Intangible assets with indefinite life:
Accumulated amortization	$ 56,532	$ 49,972
Intangible assets, Gross carrying amount	240,220	235,660
Intangible assets, Net carrying amount	183,688	185,688
Brands and trademarks
Intangible assets with finite lives:
Indefinite-lived intangible assets	$ 113,712	$ 109,900
Customer relationships
Intangible assets with indefinite life:
Useful Life	15 years	15 years
Finite-lived intangible assets, Gross carrying amount	$ 121,748	$ 121,000
Accumulated amortization	52,137	46,087
Finite-lived intangible assets, Net carrying amount	$ 69,611	$ 74,913
Proprietary recipes and formulas
Intangible assets with indefinite life:
Useful Life	7 years	7 years
Finite-lived intangible assets, Gross carrying amount	$ 4,760	$ 4,760
Accumulated amortization	4,395	3,885
Finite-lived intangible assets, Net carrying amount	$ 365	$ 875

Goodwill and Intangibles - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	May 27, 2017	May 28, 2016	May 27, 2017	May 28, 2016
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expense	$ 2.2	$ 2.2	$ 6.6	$ 6.9

Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	May 27, 2017	May 28, 2016	May 27, 2017	May 28, 2016	Aug. 27, 2016
Liabilities
Warrants	$ 15,000		$ 15,000		$ 15,722
Change in warrant liabilities	(1,119)	$ 0	(722)	$ 0
Level 1
Liabilities
Warrants	0		0		0
Level 2
Liabilities
Warrants	0		0		0
Level 3
Liabilities
Warrants	$ 15,000		$ 15,000		$ 15,722

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Income Taxes (Details) - USD ($) $ in Thousands	May 27, 2017	May 28, 2016	May 27, 2017	May 28, 2016
Income Tax Disclosure [Abstract]
Income before income taxes	$ 6,124	$ 1,778	$ 23,344	$ 15,603
Provision for income taxes	$ 1,777	$ 1,002	$ 8,747	$ 6,728
Effective tax rate			37.50%	43.10%
Effective tax rate reconciliation, comparison to prior year			5.60%

Long-Term Debt and Line of Credit - Narrative (Details) - USD ($)		3 Months Ended	9 Months Ended
	Apr. 03, 2013	May 27, 2017	May 27, 2017	May 28, 2016	Aug. 27, 2016
Debt Instrument [Line Items]
Line of credit, amounts drawn		$ 0	$ 0		$ 0
Repayments of debt			$ 53,586,000	$ 7,464,000
First Lien Credit Agreement
Debt Instrument [Line Items]
Number of days for payment	120 days
Repayments of debt		$ 50,000,000
Revolving Credit Facility \| First Lien Credit Agreement
Debt Instrument [Line Items]
Borrowing capacity	$ 20,000,000
Revolving Credit Facility \| First Lien Credit Agreement \| LIBOR
Debt Instrument [Line Items]
Interest rate floor	1.25%
Basis spread on variable rate	5.00%
Line of Credit \| First Lien Credit Agreement
Debt Instrument [Line Items]
Borrowing capacity	$ 255,000,000
Line of Credit \| First Lien Credit Agreement \| LIBOR
Debt Instrument [Line Items]
Interest rate floor	1.25%
Basis spread on variable rate	5.00%
Line of Credit \| Second Lien Credit Agreement
Debt Instrument [Line Items]
Borrowing capacity	$ 100,000,000
Line of Credit \| Second Lien Credit Agreement \| LIBOR
Debt Instrument [Line Items]
Interest rate floor	1.25%
Basis spread on variable rate	8.50%

Long-Term Debt and Line of Credit - Schedule of Debt (Details) - USD ($) $ in Thousands	May 27, 2017	Aug. 27, 2016
Debt Disclosure [Abstract]
First Lien and Second Lien term loans	$ 283,417	$ 337,209
Less: deferred financing fees	2,464	4,184
Total debt	280,953	333,025
Less: current maturities, net of deferred financing fees of $.6 million at May 27, 2017 and $1.8 million at August 27, 2016	0	11,387
Net of deferred financing fees, current	600	1,800
Long-term debt, net of deferred financing fees	$ 280,953	$ 321,638

Commitments and Contingencies (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	May 27, 2017	May 28, 2016	May 27, 2017	May 28, 2016
Commitments and Contingencies Disclosure [Abstract]
Rent expense	$ 0.5	$ 0.7	$ 1.5	$ 1.9
Future payments (less than)	$ 0.1		$ 0.1

Segment and Customer Information - Schedule of Segment Reporting Information, by Segment (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	May 27, 2017	May 28, 2016	May 27, 2017	May 28, 2016	Aug. 27, 2016
Segment Reporting [Abstract]
Revenues from external customers	$ 96,503	$ 104,590	$ 298,614	$ 324,367
Income from operations	10,628	7,992	42,393	35,835
Income before income taxes	6,124	1,778	23,344	15,603
Total assets	$ 349,159	$ 377,529	$ 349,159	$ 377,529	$ 389,512

Segment and Customer Information - Narrative (Details) - segment	3 Months Ended		9 Months Ended		12 Months Ended
	May 27, 2017	May 28, 2016	May 27, 2017	May 28, 2016	Aug. 27, 2016
Concentration Risk [Line Items]
Number of operating segments			1
Largest Customer \| Customer Concentration Risk \| Accounts Receivable
Concentration Risk [Line Items]
Percent attributable to specific customer			31.00%		41.00%
Largest Customer \| Customer Concentration Risk \| Sales
Concentration Risk [Line Items]
Percent attributable to specific customer	41.00%	35.00%	47.00%	38.00%

Significant Agreement (Details) $ in Millions	9 Months Ended
Significant Agreement (Details) $ in Millions	May 27, 2017 USD ($)
Significant Agreement [Abstract]
Minimum royalty payment	$ 4.0
Annual increase in royalty percent	3.00%
Royalty term	7 years
Royalty term potential extension period	7 years

Subsequent Events - Narrative (Details) - Simply Good Foods - Subsequent Event $ / shares in Units, $ in Thousands, shares in Millions	Jul. 07, 2017 USD ($) $ / shares shares
Subsequent Event [Line Items]
Consideration transferred	$ 746,183
Tax benefits deemed realized in post-closing taxable periods	100,000
Contingent payments	$ 16,058
Percent of the value of tax attributes	100.00%
Roark
Subsequent Event [Line Items]
Ownership interest after all transactions	13.00%
Consideration transferred	$ 730,100
Shares of common stock (in shares) \| shares	10.3
Value per share (in dollars per share) \| $ / shares	$ 10.00
Conyers Park Acquisition Corp
Subsequent Event [Line Items]
Cash held in trust	$ 402,500
Common stock private placement	$ 100,000
Value per share held in private placement (in dollars per share) \| $ / shares	$ 10.00

Subsequent Events - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands		9 Months Ended
	Jul. 07, 2017	May 27, 2017	May 28, 2016	Aug. 27, 2016
Subsequent Event [Line Items]
Cash paid to selling equityholders		$ 21,039	$ 0
Goodwill		$ 55,190		$ 40,724
Simply Good Foods \| Subsequent Event
Subsequent Event [Line Items]
Cash paid to selling equityholders	$ 627,625
Equity consideration paid to selling equityholders	102,500
Total cash and equity consideration	730,125
Tax Receivable Agreement to selling equityholders	16,058
Total consideration	746,183
Accounts receivable, net	36,194
Inventories, net	29,469
Other current assets	18,374
Property and equipment, net	1,857
Intangible assets, net	345,800
Goodwill	373,579
Other long-term assets	2,224
Accounts payable	(18,095)
Other current liabilities	(13,795)
Deferred income taxes	(29,424)
Total purchase price	$ 746,183

Subsequent Events - Business Acquisition, Pro Forma Information (Details) - USD ($) $ in Thousands	9 Months Ended
	May 27, 2017	May 28, 2016
Assuming No Redemptions
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Revenue	$ 298,614	$ 324,367
Net income	22,719	18,903
Assuming Maximum Redemptions
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Revenue	298,614	324,367
Net income	$ 19,322	$ 15,505