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Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	May 26, 2018	Jun. 29, 2018
Document And Entity Information [Abstract]
Entity Registrant Name	Simply Good Foods Co.
Entity Central Index Key	0001702744
Current Fiscal Year End Date	--08-25
Entity Filer Category	Non-accelerated Filer
Document Type	10-Q
Document Period End Date	May 26, 2018
Document Fiscal Year Focus	2018
Document Fiscal Period Focus	Q3
Amendment Flag	false
Entity Common Stock, Shares Outstanding		70,582,573

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	May 26, 2018	Aug. 26, 2017
Current assets:
Cash and cash equivalents	$ 88,361	$ 56,501
Accounts receivable, net	41,661	37,181
Inventories	24,955	29,062
Prepaid expenses	4,216	2,904
Other current assets	10,911	8,263
Total current assets	170,104	133,911
Long-term assets:
Property and equipment, net	2,460	2,105
Intangible assets, net	314,270	319,148
Goodwill	471,427	465,030
Other long-term assets	2,294	2,294
Total assets	960,555	922,488
Current liabilities:
Accounts payable	10,127	14,859
Accrued interest	527	561
Accrued expenses and other current liabilities	15,054	15,042
Current portion of TRA liability	2,579	2,548
Current maturities of long-term debt	664	234
Total current liabilities	28,951	33,244
Long-term liabilities:
Long-term debt, less current maturities	191,084	191,856
Long-term portion of TRA liability	25,325	23,127
Deferred income taxes	55,033	75,559
Total liabilities	300,393	323,786
See commitments and contingencies (Note 8)
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, 70,582,573 and 70,562,477 issued and outstanding, respectively	706	706
Additional paid-in-capital	613,350	610,138
Retained earnings (accumulated deficit)	46,588	(12,161)
Accumulated other comprehensive (loss) income	(482)	19
Total stockholders' equity	660,162	598,702
Total liabilities and stockholders' equity	$ 960,555	$ 922,488

Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares	May 26, 2018	Aug. 26, 2017
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)	70,582,573	70,562,477
Common stock shares outstanding (in shares)	70,582,573	70,562,477

Condensed Consolidated Statements of Operations and Comprehensive Income - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	May 26, 2018	May 27, 2017	May 26, 2018	May 27, 2017
Net sales	$ 107,233		$ 323,167
Cost of goods sold	55,949		168,869
Gross profit	51,284		154,298
Operating expenses:
Distribution	4,656		14,864
Selling	4,972		13,850
Marketing	10,999		30,905
General and administrative	14,158		38,948
Depreciation and amortization	1,911		5,793
Business transaction costs	35		1,912
Loss (gain) in fair value change of contingent consideration - TRA liability	614		(2,412)
Other expense	137		567
Total operating expenses	37,482		104,427
Income from operations	13,802		49,871
Other income (expense):
Change in warrant liabilities	0		0
Interest expense	(3,057)		(9,169)
(Loss) gain on foreign currency transactions	(837)		119
Other income	77		475
Total other expense	(3,817)		(8,575)
Income before income taxes	9,985		41,296
Income tax expense (benefit)	2,848		(17,453)
Net income	7,137		58,749
Other comprehensive income:
Foreign currency translation adjustments	299		(501)
Comprehensive income	$ 7,436		$ 58,248
Earnings per share from net income:
Basic (in dollars per share)	$ 0.10		$ 0.83
Diluted (in dollars per share)	$ 0.10		$ 0.81
Weighted average shares outstanding:
Basic (in shares)	70,582,573		70,578,687
Diluted (in shares)	73,466,285		72,907,141
(Predecessor)
Net sales		$ 96,503		$ 298,614
Cost of goods sold		52,933		159,759
Gross profit		43,570		138,855
Operating expenses:
Distribution		4,084		13,413
Selling		4,350		12,621
Marketing		9,733		28,969
General and administrative		12,276		33,975
Depreciation and amortization		2,482		7,409
Business transaction costs		0		0
Loss (gain) in fair value change of contingent consideration - TRA liability		0		0
Other expense		17		75
Total operating expenses		32,942		96,462
Income from operations		10,628		42,393
Other income (expense):
Change in warrant liabilities		1,119		722
Interest expense		(6,430)		(20,059)
(Loss) gain on foreign currency transactions		724		6
Other income		83		282
Total other expense		(4,504)		(19,049)
Income before income taxes		6,124		23,344
Income tax expense (benefit)		1,777		8,747
Net income		4,347		14,597
Other comprehensive income:
Foreign currency translation adjustments		(805)		(389)
Comprehensive income		$ 3,542		$ 14,208

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	May 26, 2018	May 27, 2017
Operating activities
Net income	$ 58,749
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	5,793
Amortization of deferred financing costs and debt discount	977
Stock compensation expense	2,981
Change in warrant liabilities	0
Gain in fair value change of contingent consideration - TRA liability	(2,412)
Unrealized gain (loss) on foreign currency transactions	119
Deferred income taxes	(20,876)
Loss on disposal of property and equipment	77
Changes in operating assets and liabilities:
Accounts receivable, net	(4,812)
Inventories	4,003
Prepaid expenses	(1,296)
Other current assets	(2,334)
Accounts payable	(4,676)
Accrued interest	(34)
Accrued expenses and other current liabilities	203
Other	(239)
Net cash provided by operating activities	36,223
Investing activities
Purchases of property and equipment	(1,347)
Acquisition of business, net of cash acquired	(1,757)
Net cash used in investing activities	(3,104)
Financing activities
Proceeds from option exercises	0
Cash received from warrant exercises	231
Deferred financing costs	(319)
Principal payments of long-term debt	(1,000)
Net cash used in financing activities	(1,088)
Cash and cash equivalents
Net increase (decrease) in cash	32,031
Effect of exchange rate on cash	(171)
Cash at beginning of period	56,501
Cash and cash equivalents at end of period	88,361
Supplemental disclosures of cash flow information
Cash paid for interest	8,226
Cash paid for taxes	$ 2,098
(Predecessor)
Operating activities
Net income		$ 14,597
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		7,409
Amortization of deferred financing costs and debt discount		1,474
Stock compensation expense		1,871
Change in warrant liabilities		(722)
Gain in fair value change of contingent consideration - TRA liability		0
Unrealized gain (loss) on foreign currency transactions		(111)
Deferred income taxes		(1,128)
Loss on disposal of property and equipment		0
Changes in operating assets and liabilities:
Accounts receivable, net		8,289
Inventories		(1,110)
Prepaid expenses		(399)
Other current assets		(7,964)
Accounts payable		(1,168)
Accrued interest		(490)
Accrued expenses and other current liabilities		(1,846)
Other		39
Net cash provided by operating activities		18,741
Investing activities
Purchases of property and equipment		(421)
Acquisition of business, net of cash acquired		(21,039)
Net cash used in investing activities		(21,460)
Financing activities
Proceeds from option exercises		109
Cash received from warrant exercises		0
Deferred financing costs		0
Principal payments of long-term debt		(53,586)
Net cash used in financing activities		(53,477)
Cash and cash equivalents
Net increase (decrease) in cash		(56,196)
Effect of exchange rate on cash		(133)
Cash at beginning of period		78,492
Cash and cash equivalents at end of period		22,163
Supplemental disclosures of cash flow information
Cash paid for interest		18,949
Cash paid for taxes		$ 12,371

Nature of Operations and Principles of Consolidation	9 Months Ended
Nature of Operations and Principles of Consolidation	May 26, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Nature of Operations and Principles of Consolidation	Nature of Operations and Principles of Consolidation Conyers Park Acquisition Corp (“Conyers Park”) was formed on April 20, 2016, as a special purpose acquisition company (“SPAC”) for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. The Simply Good Foods Company (“Simply Good Foods”) was formed by Conyers Park on March 30, 2017. On April 10, 2017, Conyers Park and NCP-ATK Holdings, Inc. (“Atkins”) announced that they entered into a definitive merger agreement (the “Merger Agreement”). On July 7, 2017 (the “Closing Date”), pursuant to the Merger Agreement, Conyers Park merged into Simply Good Foods, which acquired Atkins. As a result, both entities became wholly-owned subsidiaries of Simply Good Foods (the "Business Combination"). Simply Good Foods was listed on the NASDAQ Capital Market under the symbol “SMPL” upon consummation of the Business Combination. Atkins was formerly owned by Roark Capital Management, LLC (“Roark”). The Business Combination resulted in Conyers Park controlling the Board of Directors of the combined entity. For accounting purposes, Simply Good Foods is the acquirer and the accounting “successor” in the Business Combination while Atkins is the acquiree and accounting “predecessor”. Our financial statement presentation includes the financial statements of Atkins as “predecessor” for all periods prior to the Closing Date and of Simply Good Foods, including the consolidation of Atkins, for periods after the Closing Date. See Note 3 for a detailed discussion of the Business Combination. The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All material intercompany accounts and transactions have been eliminated. Unless the context otherwise requires, “we,” “us,” “our” and the “Company” refer to Atkins and its subsidiaries for periods prior to the completion of the Business Combination, and Simply Good Foods and its subsidiaries for periods upon or after the completion of the Business Combination. 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. The financial information presented within our 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 condensed consolidated balance sheets for the successor entity for the periods ended May 26, 2018 and August 26, 2017. The remaining financial statements include the successor thirteen and thirty-nine week periods ended May 26, 2018 and the predecessor thirteen and thirty-nine week periods ended May 27, 2017. Description of Business Simply Good Foods operates in the healthy snacking category. The Atkins® brand focuses on an approach to eating that advocates 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, Ready to Drink (“RTD”) shakes, snacks and confectionery products designed around the nutrition principles of the Atkins eating approach. In addition to snacking products, we have granted a license for frozen meals sold in the United States. Seasonality 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 as the Company sells product to retail locations, which sell to consumers in the second fiscal quarter primarily driven by the post-holiday resolution season. The Company has also seen minimal seasonality in the summer and back-to-school shopping seasons in the third and fourth fiscal quarters, respectively. The period of the lowest sales has historically been the fourth 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. Unaudited Interim Condensed Consolidated Financial Statements The interim condensed consolidated financial statements and related notes (“Interim Statements”) of the Company and its subsidiaries are unaudited. In the opinion of management, all adjustments (including normal recurring adjustments) and disclosures necessary for fair presentation have been included. The results reported in these Interim Statements are not necessarily indicative of the results that may be reported for the entire year. These Interim Statements should be read in conjunction with the Company's consolidated financial statements for the fiscal year ended August 26, 2017, included in our Annual Report on Form 10-K (“Annual Report”), filed on November 9, 2017. The year-end balance sheet data was derived from the audited financial statements and, in accordance with the instructions to Form 10-Q, certain information and footnote disclosures required by GAAP have been condensed or omitted.

Summary of Significant Accounting Policies	9 Months Ended
Summary of Significant Accounting Policies	May 26, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Summary of Significant Accounting Policies	Summary of Significant Accounting Policies Refer to Note 2, Summary of Significant Accounting Policies, to our consolidated financial statements included in our Annual Report for a description of significant accounting policies. On December 22, 2017, President Trump signed the Tax Cuts and Jobs Act of 2017 (the “Tax Act”) into law. The change in the tax law will be partially effective in the current 2018 fiscal year and fully effective in the 2019 fiscal year. The primary impacts to the Company include repeal of the alternative minimum tax regime, decrease of the corporate income tax rate structure, and net operating loss limitations. These changes will have a material impact to the value of deferred tax assets and liabilities, the value of the Company’s Tax Receivable Agreement (the “TRA”), and the Company’s future taxable income and effective tax rate. Refer to Note 7, Income Taxes, below for further information regarding the recently issued law. Other than the Tax Act, there have not been any significant changes to our significant accounting policies since August 26, 2017. 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, due to the Business Combination, will be effective for the Company beginning in fiscal 2019. The standard permits the use of either the retrospective or modified retrospective (cumulative effect) transition method. The updated guidance requires companies to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, the new standard requires that reporting companies disclose the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The Company is currently evaluating recently issued guidance against contracts with key customers. 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. Based on our preliminary review, we do not expect adoption to have a material impact on our consolidated financial statements but further work to substantiate this preliminary conclusion is underway. We will determine the transition method to apply and the implications of using the full retrospective or modified retrospective approach after this additional work is concluded. 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 2019 fiscal year end. The Company does not anticipate adoption of this ASU will have a material impact 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 2020. 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 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 ASU is effective for the Company’s August 2019 fiscal year end. The Company does not anticipate adoption of this ASU will have a material impact on its consolidated statements 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 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 anticipate adoption of this ASU to 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 anticipate adoption of this ASU to be material to its consolidated financial statements.

Business Combination

9 Months Ended

May 26, 2018

Business Combinations [Abstract]

Business Combination

Acquisition of Atkins

Upon the consummation of the Business Combination, and through a number of sub-mergers discussed in Note 1 above, Conyers Park merged into Simply Good Foods which subsequently acquired, and obtained control over Atkins. As a result of the Business Combination, Simply Good Foods is the acquirer for accounting purposes, and Atkins is the acquiree and accounting predecessor. The Company’s financial statement presentation distinguishes a “Predecessor” for Atkins for periods prior to the Closing Date. The Company is the “Successor” for periods after the Closing Date, which includes consolidation of Atkins subsequent to the Business Combination. The Business Combination was accounted for using the acquisition method of accounting, and the Successor financial statements reflect a new basis of accounting that is based on the fair value of the net assets acquired. The historical financial information of Conyers Park, prior to the Business Combination, is not reflected in the Predecessor financial statements as those amounts are considered de-minimis. The financial statements of Conyers Park are included in the post-merger Successor entity, which includes balance sheet and equity items of Conyers Park assumed by Simply Good Foods through the transaction. As a result of the application of the acquisition method of accounting as of the Closing Date, the financial statements for the Predecessor period and for the Successor period are presented on a different basis of accounting and are therefore not comparable.

The Business Combination was accounted for using the acquisition method of accounting in accordance with 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 Closing Date. Consistent with the acquisition method of accounting, the assets acquired and liabilities assumed from Atkins have been recorded 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 Business Combination was funded by Conyers Park through a combination of cash, stock, and debt financing. Cash sources of funding included $404.0 million of cash held in Conyers Park’s trust account, $100.0 million from private placement equity issuance, $200.0 million in new term loan debt, and $0.2 million of cash on hand at Conyers Park. Upon the close of the transaction, a total of $8.1 million was paid in debt issuance costs related to the new term loan, $8.1 million was paid in deferred equity issuance costs related to the original IPO of Conyers Park, $3.0 million was paid related to the private placement equity issuance costs, and $12.4 million of cash was paid in acquisition-related transaction costs incurred by Conyers Park. As an integrated part of the closing of the Business Combination, $284.0 million of cash was paid to retire the predecessor long-term debt of Atkins. The acquisition-related transaction costs incurred by Conyers Park are reflected within the opening accumulated deficit within the Simply Good Foods consolidated statement of stockholder’s equity. In the first quarter of fiscal 2018, per the terms of the Merger Agreement, Simply Good Foods paid a working capital adjustment of $1.8 million to the former owners of Atkins, which resulted in an increase to the previously recognized Goodwill.

Upon completion of the purchase accounting as of the close of the transaction, Roark received approximately $821.6 million in total consideration. A total of $673.8 million of cash consideration was paid to acquire Atkins. The total consideration is inclusive of 10.2 million shares of common stock of Simply Good Foods valued at $11.47 per share, or $117.6 million in equity consideration at fair value. Roark is also entitled to future cash payments pursuant to the TRA, which had a preliminary estimated fair value of $25.7 million as of the close of the Business Combination. During the second quarter, we completed the valuation of the TRA. The finalized TRA resulted in incremental contingent consideration of $4.6 million, the inclusion of which increased the initial fair value of TRA consideration to $30.3 million. The increase in consideration also increased Goodwill by $4.6 million to $471.4 million. The TRA obligation is recorded at fair value and is classified as a liability. The TRA provides for the payment by Simply Good Foods to Roark 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 close of the Business Combination, (ii) certain deductions generated by the consummation of the business transaction, and (iii) remaining depreciable tax basis from the 2003 acquisition of Atkins Nutritionals, Inc. Subsequent changes in the fair value of the TRA contingent consideration will be recognized in earnings. As of May 26, 2018, the estimated fair value of prospective contingent payments is $27.9 million, which represents 100% of the value of the recorded tax attributes (refer to Note 7, Income Taxes, for additional discussion on the TRA).

As disclosed in the Annual Report, the predecessor financial statements of historical Atkins included business combination related seller costs of $2.0 million related to legal costs, $8.6 million of contingent success fees to an investment banker providing advisory services triggered by the transaction, and $13.8 million of contingent change-in-control bonuses. These seller costs were incurred during the fourth quarter of fiscal 2017 and were recorded within Business combination transaction costs in the Statements of Operations and Comprehensive Income as disclosed in the Annual Report.

The following summarizes the fair value of the Business Combination.



(In thousands)
Cash paid	$	673,763
Equity consideration paid to selling equity holders (a)	117,567
Total cash and equity consideration	791,330
TRA to selling equity holders	30,315
Total consideration	$	821,645

(1) Equity consideration paid is summarized below:



(In thousands, except equity per share data)
Shares of Simply Good Foods paid to former equity holders of Atkins	10,250
Fair value of SMPL equity per share	$	11.47
Equity consideration paid	$	117,567

The fair value of these units was determined as follows:



Per share price based on the market price on the day of the close	$	11.47

The Company has recorded the final allocation of the purchase price to Predecessor’s tangible and identified intangible assets acquired and liabilities assumed, based on their fair values as of the closing date. The July 7, 2017 fair value is as follows (in thousands):



Assets acquired:
Cash and cash equivalents	$	71,181
Accounts receivable, net	31,507
Inventories	33,023
Prepaid assets	1,781
Other current assets	13,466
Property and equipment, net	1,793
Intangible assets, net ⁽¹⁾	320,000
Other long-term assets	2,224
Liabilities assumed:
Accounts payable	(12,187		)
Other current liabilities	(36,498		)
Deferred income taxes ⁽²⁾	(76,072		)
Total identifiable net assets	350,218
Goodwill ⁽¹⁾⁽³⁾	471,427
Total assets acquired and liabilities assumed	$	821,645

(1)

Goodwill and intangible assets were recorded at fair value consistent with ASC 820 as a result of the Business Combination. Intangible assets consist of brands and trademarks, customer relationships, proprietary recipes and formulas, and licensing agreements. The useful lives of the intangible assets are disclosed in Note 4. The fair value measurement of the assets and liabilities were 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, appraisals, and market comparable data and companies.


(2)	As a result of the increase in the fair value of the intangible asset, the deferred income taxes were stepped-up by $50.7 million.


(3)	Amounts recorded for goodwill are generally not expected to be deductible for tax purposes.

Unaudited Pro Forma Financial Information

The following unaudited pro forma combined financial information presents combined results of Conyers Park and Atkins as if the Business Combination had occurred at the beginning of fiscal year 2017:



	Thirteen Weeks Ended		Thirty-Nine Weeks Ended
	May 27, 2017		May 27, 2017
Revenue	$	96,503	$	298,614
Gross profit	$	43,570	$	138,855
Net income	$	5,319	$	20,732

These pro forma combined results include certain adjustments, primarily due to decreases in amortization expense related to the changes in useful lives of intangible assets and decreases in interest expense due to the refinancing of Atkins debt. The pro forma financial 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 at the beginning of fiscal year 2017, nor is it representative of future operating results of the Company.

Goodwill and Intangibles

9 Months Ended

May 26, 2018

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangibles

The following table presents the changes in Goodwill:



Balance as of August 26, 2017 (Successor)	$	465,030
Goodwill working capital adjustment	1,757
Measurement period adjustment of the Business Combination	4,640
Balance as of May 26, 2018 (Successor)	$	471,427

Changes in the Company’s Goodwill from August 26, 2017 to May 26, 2018 the result of finalization of the acquisition method of accounting as described in Note 3 above. There were no impairment charges related to goodwill during these periods or since the inception of the Company.

Intangible assets, net in our condensed consolidated balance sheets consist of the following:



Successor		May 26, 2018
	Useful life	Gross carrying amount		Accumulated amortization		Net carrying amount
Intangible assets with indefinite life:
Brands and trademarks	Indefinite life	$	232,000	$	—	$	232,000
Intangible assets with finite lives:
Customer relationships	15 years	59,000		3,465		55,535
Proprietary recipes and formulas	7 years	7,000		881		6,119
Licensing agreements	14 years	22,000		1,384		20,616
		$	320,000	$	5,730	$	314,270



Successor		August 26, 2017
	Useful life	Gross carrying amount		Accumulated amortization		Net carrying amount
Intangible assets with indefinite life:
Brands and trademarks	Indefinite life	$	232,000	$	—	$	232,000
Intangible assets with finite lives:
Customer relationships	15 years	59,000		515		58,485
Proprietary recipes and formulas	7 years	7,000		131		6,869
Licensing agreements	14 years	22,000		206		21,794
		$	320,000	$	852	$	319,148

Intangible assets, net changed due to amortization expense. Amortization expense related to intangible assets during the thirteen weeks ended May 26, 2018 and May 27, 2017 were $1.6 million and $2.2 million respectively. Amortization expense related to intangible assets during the thirty-nine weeks ended May 26, 2018 and May 27, 2017 were $4.9 million and $6.6 million respectively.

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



(In thousands by fiscal year)
Remainder of 2018	$	1,627
2019	6,505
2020	6,505
2021	6,505
2022	6,505
2023 and thereafter	54,623

- 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

Long-Term Debt and Line of Credit

9 Months Ended

May 26, 2018

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. The credit agreement provides for (i) a term facility of $200.0 million (“Term Facility”) with a seven year maturity, and a revolving credit facility of up to $75.0 million (the “Revolving Credit Facility”) with a five year maturity, under the first lien senior secured loan facilities (the “First Lien”). Substantially concurrent with the consummation of the Business Combination, the full $200.0 million of the First Lien term loan (the “Term Loan”) was drawn. No amounts were drawn on the Revolving Credit Facility. The interest rate per annum 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% and (c) the Euro-currency rate applicable for an interest period of one month plus 1.00% plus (x) 3.00% margin for Term Loan or (y) 2.00% margin for Revolving Credit Facility, or (ii) London Interbank Offered Rate (“LIBOR”) adjusted for statutory reserve requirements, plus (x) 4.00% margin for the Term Loan subject to a floor of 1.00% or (y) 3.00% margin for the Revolving Credit Facility. The applicable margin for Revolving Credit Facility will be adjusted after the completion of the Company’s first full fiscal quarter after the closing of the Business Combination based upon the Company’s consolidated First Lien net leverage ratio. As security for the payment or performance of its debt, the Company has pledged certain equity interests in its subsidiaries.

On March 16, 2018 (the “Amendment Date”), the Company entered into an amendment (the “Repricing Amendment”) to the First Lien. As a result of the Repricing Amendment, the interest rate on the Term Loan was reduced and, as of the Amendment Date, such loans bear interest at a rate equal to, at the Company's option, either LIBOR plus an applicable margin of 3.50% or a base rate plus an applicable margin of 2.50%. The Repricing Amendment did not change the interest rate on the Revolving Credit Facility. The Revolving Credit Facility will continue to bear interest based upon the Borrower’s consolidated First Lien net leverage ratio as of the last financial statements delivered to the administrative agent. No additional debt was incurred, or any proceeds received, by the Borrower in connection with the Repricing Amendment. The incremental fees paid to the administrative agent are reflected as additional debt discount and are amortized over the terms of the long-term financing agreements using the effective-interest method.

The First Lien is subject to mandatory prepayments based on contractual terms. With respect to the Term Loan, prior to the six-month anniversary of the Effective Date, a 1.00% prepayment premium is payable by the Company in connection with certain repricing events. The Company may also voluntarily prepay outstanding loans at any time.

The credit facilities governing our debt arrangements contain certain financial and other covenants. The Revolving Credit Facility has a maximum total net leverage ratio equal to or less than 6.25:1.00 (with a reduction to 6.00:1.00 on and after the third anniversary of the closing date of the credit facilities) contingent on credit extensions in excess of 30% of the total amount of commitments available under the revolving credit facility, and limitations on our 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. Any failure to comply with the restrictions of the credit facilities may result in an event of default. The credit facilities governing our debt arrangements bear interest at variable rates. If market interest rates increase, variable rate debt will create higher debt service requirements, which could adversely affect our cash flow. As the Company has not drawn on the Revolving Credit Facility as of May 26, 2018, and August 26, 2017, no debt covenants were applicable as of the period then ended.

As of May 26, 2018, the Company’s only outstanding long-term debt is the Term Loan maturing on July 7, 2024.

At May 26, 2018 and August 26, 2017, there were no amounts drawn against the Revolving Credit Facility or lines of credit, and long-term debt consists of the following:



	May 26, 2018		August 26, 2017
	(Successor)		(Successor)
Term Loan	$	199,000	$	200,000
Less: Deferred financing fees	7,252		7,910
Total debt	191,748		192,090
Less: Current maturities, net of deferred financing fees of $1.3 million at May 26, 2018 and August 26, 2017, respectively	664		234
Long-term debt, net of deferred financing fees	$	191,084	$	191,856

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 May 26, 2018 and August 26, 2017, the book value of the Company’s debt approximated fair value. All term debt is valued based on observable inputs and classified as Level 2 in the fair value hierarchy.

Fair Value of Financial Instruments

9 Months Ended

May 26, 2018

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 liabilities measured at fair value. The fair value and fair value inputs of the TRA is discussed in Note 7.

Fair value at May 26, 2018 is summarized as follows:



Successor	Level 1		Level 2		Level 3		Total
Liabilities
TRA liability	$	—	$	—	$	27,904	$	27,904

Fair value at August 26, 2017 is summarized as follows:



Successor	Level 1		Level 2		Level 3		Total
Liabilities
TRA liability	$	—	$	—	$	25,675	$	25,675

For the thirteen and thirty-nine week periods ended May 26, 2018, a loss of $0.6 million and a benefit of $2.4 million was charged to the Loss (gain) in fair value change of contingent consideration - TRA liability in the accompanying Condensed Consolidated Statements of Operations and Comprehensive Income respectively. The benefit recorded in the thirty-nine week period ended May 26, 2018 is primarily due the change in the federal tax rates as discussed in Note 7.

- 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 26, 2018

Income Tax Disclosure [Abstract]

Income Taxes

On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (the “Tax Act”) was signed into law. The change in the tax law is partially effective in the current 2018 fiscal year and will be fully effective in the 2019 fiscal year. The Tax Act, among other things, reduces the top U.S. federal corporate tax rate from 35% to 21%, requires companies to pay a one-time transition tax on earnings of certain foreign subsidiaries that were previously tax deferred, and creates new taxes on certain foreign sourced earnings.

Due to the complexities involved in accounting for the Tax Act, the SEC Staff Accounting Bulletin (“SAB”) 118 requires that the Company include in its financial statements the reasonable estimate of the impact of the Tax Act on earnings to the extent such reasonable estimate has been determined. The Company is allowed a measurement period of up to one year after the enactment date to finalize the recording of the related tax impacts. As of May 26, 2018, we have not completed our accounting for the tax effects of enactment of the Tax Act; however, as described below, we have made a reasonable estimate of the effects on our existing deferred tax balances and the one-time transition tax and have recorded provisional amounts. In other cases, we have not been able to make a reasonable estimate and continue to account for those items based on our existing accounting under ASC 740, Income Taxes, and the provisions of the tax laws that were in effect immediately prior to enactment. For the items for which we were able to determine a reasonable estimate, we recognized a provisional gain of $29.0 million in the second quarter of 2018, which is included as a component of Income tax expense (benefit) in the accompanying Condensed Consolidated Statements of Operations and Comprehensive Income.

Provisional Amounts

The Tax Act reduces the corporate federal tax rate to 21%, effective January 1, 2018. In the second quarter, the Company recorded a provisional decrease to our deferred tax liabilities, net, with a corresponding net adjustment to deferred income tax benefit of $29.0 million, which is included within the Income tax (benefit) or expense line item for the thirty-nine week period ended May 26, 2018. While we are able to make a reasonable estimate of the impact of the reduction in corporate rate, it may be affected by other analysis related to the Tax Act, including, but not limited to, our calculation of deemed repatriation of deferred foreign income and the state tax effect of adjustments made to federal temporary differences.

The one-time transition tax is based on our total post-1986 earnings and profits (E&P) that we previously deferred from U.S. income taxes. We recorded immaterial provisional amounts for our one-time transition tax liability for of our foreign subsidiaries, resulting in an immaterial increase in income tax expense. We have not yet completed our calculation of the total post-1986 E&P for these foreign subsidiaries. Further, the transition tax is based in part on the amount of those earnings held in cash and other specified assets. This amount may change when we finalize the calculation of post-1986 foreign E&P previously deferred from U.S. federal taxation and finalize the amounts held in cash or other specified assets. We are continuing to gather additional information to compute the amount of the transition tax more precisely.

Effective Tax Rate

The following table shows the tax expense and the effective tax rate for the thirty-nine week period ended May 26, 2018 and May 27, 2017 resulting from operations:



	May 26, 2018			May 27, 2017
	(Successor)			(Predecessor)
Income before income taxes	$	41,296		$	23,344
Provision for income taxes	$	(17,453	)	$	8,747
Effective tax rate	(42.3		)%	37.5		%

The effective tax rate for the thirty-nine week period ended May 26, 2018 is lower than the effective tax rate for the thirty-nine week period ended May 27, 2017 by 79.8%, which is primarily driven by the change in the tax law due to the Tax Act and the provisional gain of $29.0 million recorded during the thirty-nine week period ended May 26, 2018.

Tax Receivable Agreement

Concurrent with the Business Combination, the Company entered into the TRA with the historical shareholders of Atkins. The TRA entered into by the Company in consideration for the Business Combination is valued based on the future expected payments under the terms of the agreement (see Note 3). As more fully described in the TRA, the TRA provides for the payment by Simply Good Foods to the Atkins’ selling equity holders 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 business transaction, and (iii) remaining depreciable tax basis from the 2003 acquisition of Atkins Nutritionals, Inc. In addition, Simply Good Foods will pay the Atkins selling equity holders for the use of 75% of up to $7.6 million of alternative minimum tax credit carryforwards. The TRA is contingent consideration and subsequent changes in fair value of the contingent liability will be recognized in earnings.

The Company re-measured the TRA due to the Tax Act in the second quarter, which changed federal tax law. The Tax Act resulted in a decrease to the top U.S. corporate tax rate, as well as other regime changes including the repeal of the alternative minimum tax for tax years beginning after December 31, 2017. The second quarter assessment of these changes resulted in a provisional one-time gain of $4.7 million, charged to the Loss (gain) in fair value change of contingent consideration - TRA liability in the accompanying thirty-nine week Condensed Consolidated Statements of Operations and Comprehensive Income. As of May 26, 2018, the estimated fair value of these contingent payments is $27.9 million, which has been recorded as a liability and represents 100% of the value of the recorded tax attributes.

Estimating the amount of payments that may be made under the TRA is by its nature imprecise, insofar as the calculation of amounts payable depends on a variety of factors. The actual increase in tax basis and deductions, as well as the amount and timing of any payments under the TRA, will vary depending upon a number of factors, including:

•

The amount and timing of the Company’s income - The Company is required to pay 100% of the deemed benefits as and when deemed realized. As such, the Company is generally not required to make payments under the TRA until and unless a tax benefit is actually realized on a filed return. Without income against which specified TRA attributes are deductible, the benefit of such deduction is not deemed realized, resulting in no payment under the TRA. The utilization of such tax attributes and recognition of benefit against Company income will result in payments under the TRA.


•	The amount and timing of deductions - Similar to the above, the timing of the recognition of deductions and attributes included in the TRA will impact the ultimate timing of payments under the TRA. In turn, the fair value of the TRA payments will fluctuate over time; and


•	Future tax rates of jurisdictions in which the Company has tax liability, including the finalization of the assessment of the impact of the Tax Act.

The TRA assumptions were re-measured for subsequent inputs based on the enacted tax rates under the Tax Act, signed into law on December 22, 2017. The significant fair value inputs used to estimate the future expected TRA payments to Roark include the timing of tax payments due to the assessment of the Tax Act, a tax savings rate of approximately 29.2% following the enactment of the Tax Act, a discount rate of approximately 9%, book income projections, timing of expected adjustments to calculate taxable income, and the projected rate of use for attributes defined in the TRA. The TRA fair value requires significant judgment and is classified as Level 3 in the fair value hierarchy assessment included in Note 6. The fair value of the instrument may change upon assessment of the Tax Act.

Payments made under the TRA are generally due within 90 days following the filing of the Company's U.S. federal and state income tax returns, and may include the tax returns that reflect activity as early as the taxable year ended August 26, 2017. Payments under the TRA will be based on the tax reporting positions that the Company will determine. The term of the TRA generally will continue until all applicable tax benefit payments have been made under the agreement.

As of May 26, 2018, the un-discounted future expected payments under the TRA are as follows:



(In thousands by fiscal year)	Estimated future payments
2018	$	2,637
2019	16,027
2020	11,728
2021	1,595
2022	183
2023 and thereafter	106
	$	32,276

Commitments and Contingencies	9 Months Ended
Commitments and Contingencies	May 26, 2018
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Leases The Company has non-cancellable operating leases for six buildings. For the thirteen weeks ended May 26, 2018 and May 27, 2017, rent expenses for the successor entity were $0.6 million and for the predecessor entity were $0.5 million, respectively. For the thirty-nine weeks ended May 26, 2018 and May 27, 2017, rent expenses for the successor entity were $1.8 million and for the predecessor entity were $1.5 million, 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. Tax Receivable Agreement Refer to Note 7 for detail on the TRA, which was contingent consideration at the time of the Business Combination. 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 26, 2018 the Company will be required to make payments of $0.3 million over the next year.

Stockholders' Equity	9 Months Ended
Stockholders' Equity	May 26, 2018
Equity [Abstract]
Stockholders' Equity	Stockholders' Equity Successor Stock The Company is authorized to issue 600,000,000 shares of common stock, par value $0.01 per share, of which 70,562,477 shares of Simply Good Foods were issued at the time of the Business Combination transaction and at August 26, 2017. The number of outstanding shares as of August 26, 2017 was previously reported within our Annual Report to be 70,628,322 due to the improper inclusion of 65,845 restricted stock units that were not outstanding shares of common stock at August 26, 2017. The disclosure of shares outstanding at August 26, 2017 has been updated in this report to reflect the actual number of shares outstanding. During the thirty-nine week period ended May 26, 2018, equity warrants were converted for 20,096 shares of common stock, and at May 26, 2018 70,582,573 shares of common stock were issued and outstanding. Please refer to Note 11 regarding the treatment of stock-based compensation and restricted stock units. Successor Equity Warrants Prior to the Business Combination, Conyers Park issued 13,416,667 public warrants and 6,700,000 private placement warrants. Simply Good Foods assumed the Conyers Park equity warrants upon the change of control event. As a result of the Business Combination, the warrants issued by Conyers Park are no longer exercisable for shares of Conyers Park common stock, but instead are exercisable for common stock of Simply Good Foods. All other features of the warrants remain unchanged. Each whole warrant entitles the holder to purchase one share of the Company's common stock at a price of $11.50 per share, subject to adjustment as discussed below. The public warrants became exercisable 30 days after the completion of the Business Combination and expire five years after that date, or earlier upon redemption or liquidation. The private warrants do not expire. The Company may call the public warrants for redemption, in whole and not in part, at a price of $0.01 per warrant upon not less than 30 days prior written notice of redemption to each warrant holder if the reported last sale price of the Company’s common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ended three business days before the Company sends the notice of redemption to the warrant holders. If the number of outstanding shares of the Company’s common stock is increased by a stock dividend payable in shares of common stock, split-up of shares of common stock or other similar event, then, on the effective date of such stock dividend, split-up or similar event, the number of shares of common stock issuable on exercise of each warrant will be increased in proportion to such increase in the outstanding shares of common stock. If the number of outstanding shares of the Company’s common stock is decreased by a consolidation, combination, reverse stock split, reclassification of shares of common stock or other similar event, then, on the effective date of such consolidation, combination, reverse stock split, reclassification or similar event, the number of shares of common stock issuable on exercise of each warrant will be decreased in proportion to such decrease in outstanding shares of common stock. Due to the exercise of 20,096 warrants during the thirty-nine week period ended May 26, 2018, the Company had 20,096,571 warrants outstanding as of May 26, 2018. Predecessor Warrant Liabilities of Atkins Atkins, the predecessor company, had outstanding warrants prior to the transaction forming Simply Good Foods. These Warrants were settled as a part of the Business Combination. Refer to Note 3 for additional details on the Business Combination. Historically, the value of the predecessor warrants were reflected as a liability in the accompanying consolidated financial statements and adjusted to fair value each reporting period through Change in warrant liabilities in the accompanying Consolidated Statements of Operations and Comprehensive Income. For the predecessor entity, other income (expense) of $1.1 million was included in the Change in warrant liabilities in the accompanying Condensed Consolidated Statements of Operations and Comprehensive Income for the thirteen weeks ended May 27, 2017.

Earnings Per Share

9 Months Ended

May 26, 2018

Earnings Per Share [Abstract]

Earnings Per Share

Basic earnings per share is based on the weighted average number of common shares issued and outstanding for the Successor period. Diluted earnings per share is based on the weighted average number of common shares issued and outstanding and the effect of all dilutive common stock equivalents outstanding during each period.

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



	Thirteen Weeks Ended		Thirty-Nine Weeks Ended
	May 26, 2018		May 26, 2018
(In thousands, except share data)	(Successor)		(Successor)
Basic earnings per share computation:
Numerator:
Net income available to common stock shareholders	$	7,137	$	58,749
Denominator:
Weighted average common shares - basic	70,582,573		70,578,687
Basic earnings per share from net income	$	0.10	$	0.83
Diluted earnings per share computation:
Numerator:
Net income available to common stock shareholders	$	7,137	$	58,749
Denominator:
Weighted average common shares outstanding - basic	70,582,573		70,578,687
Warrant conversion	2,823,128		2,288,966
Restricted stock units	60,584		39,488
Weighted average common shares - diluted ⁽¹⁾	73,466,285		72,907,141
Diluted earnings per share from net income	$	0.10	$	0.81
⁽¹⁾Excludes the effect of non-qualified stock options, which were anti-dilutive for the respective periods.

Stock Option Plan

9 Months Ended

May 26, 2018

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Stock Option Plan

Stock-based compensation includes stock options and restricted stock unit awards, which are awarded to employees, directors, and consultants of the Company. Stock-based compensation expense is recognized for equity awards over the vesting period based on their grant date fair value. Stock-based compensation expense is included within the same financial statement caption where the recipient’s other compensation is reported.

The Company recorded $1.0 million of stock-based compensation expense during the thirteen week successor period ended May 26, 2018 compared to $0.8 million of stock-based compensation expense recorded during thirteen week predecessor period ended May 27, 2017. The Company recorded $3.0 million of stock-based compensation expense during the thirty-nine week successor period ended May 26, 2018 compared to $1.9 million of stock-based compensation expense recorded during the thirty-nine week predecessor period ended May 27, 2017.

Stock Options

The following table summarizes Stock Option activity for the thirty-nine week period ended May 26, 2018:



	Shares		Weighted average exercise price	Weighted average remaining contractual life (in years)
Outstanding as of August 26, 2017	2,577,692		12.00	9.90
Granted	162,694		12.73
Exercised	—		—
Forfeited	(252,967	)	12.00
Outstanding as of May 26, 2018	2,487,419		12.05	9.17

Vested and expected to vest as of May 26, 2018	2,487,419		12.05	9.17

Exercisable as of May 26, 2018	—		—	0.00

Restricted Stock Units

The following table summarized Restricted Stock Unit activity for the thirty-nine week period ended May 26, 2018:



	Units		Weighted average grant-date fair value
Non-vested at August 26, 2017	65,845		$	12.00
Granted	71,066		11.99
Vested	—		—
Forfeited	(6,060	)	12.00
Outstanding as of May 26, 2018	130,851		12.00

Related Party Transactions	9 Months Ended
Related Party Transactions	May 26, 2018
Related Party Transactions [Abstract]
Related Party Transactions	Related Party Transactions Successor Tax Receivable Agreement The TRA provides for the effective payment to the former equity holders of Atkins for cash savings, if any, in U.S. federal, state and local income tax, or franchise tax that is actually realized as a result of the Business Combination discussed in Note 7. Execution of the Merger Agreement In the first quarter of fiscal 2018, per the terms of the Merger Agreement, Simply Good Foods paid a working capital adjustment of $1.8 million to the former owners of Atkins, which resulted in an increase to the previously recognized goodwill. Predecessor Pursuant to an arrangement with the former majority stockholder of Atkins, the Predecessor Company was obligated to pay a management fee of the greater of $0.9 million or an amount equal to 2% of consolidated adjusted earnings before interest, tax, depreciation and amortization (EBITDA), as defined by the First Lien and Second Lien, which can be prorated upon a fiscal year-end change. Annual reimbursements for out-of-pocket expenses were limited to $0.2 million. For the thirteen week predecessor period ended May 27, 2017, the management fee expense was $0.4 million. For the thirty-nine week predecessor period ended May 27, 2017 the management fee expense was $1.4 million.

Segment and Customer Information	9 Months Ended
Segment and Customer Information	May 26, 2018
Segment Reporting [Abstract]
Segment and Customer Information	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 eating approach. The results of the operating segment are 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 only reportable segment.

Summary of Significant Accounting Policies (Policies)	9 Months Ended
Summary of Significant Accounting Policies (Policies)	May 26, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Nature of Operations and Principles of Consolidation	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.
Recently Issued and Adopted Accounting Pronouncements	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, due to the Business Combination, will be effective for the Company beginning in fiscal 2019. The standard permits the use of either the retrospective or modified retrospective (cumulative effect) transition method. The updated guidance requires companies to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, the new standard requires that reporting companies disclose the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The Company is currently evaluating recently issued guidance against contracts with key customers. 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. Based on our preliminary review, we do not expect adoption to have a material impact on our consolidated financial statements but further work to substantiate this preliminary conclusion is underway. We will determine the transition method to apply and the implications of using the full retrospective or modified retrospective approach after this additional work is concluded. 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 2019 fiscal year end. The Company does not anticipate adoption of this ASU will have a material impact 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 2020. 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 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 ASU is effective for the Company’s August 2019 fiscal year end. The Company does not anticipate adoption of this ASU will have a material impact on its consolidated statements 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 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 anticipate adoption of this ASU to 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 anticipate adoption of this ASU to be material to its consolidated financial statements.

Business Combination (Tables)

9 Months Ended

May 26, 2018

Business Combinations [Abstract]

Schedule of Business Acquisitions, by Acquisition

The following summarizes the fair value of the Business Combination.



(In thousands)
Cash paid	$	673,763
Equity consideration paid to selling equity holders (a)	117,567
Total cash and equity consideration	791,330
TRA to selling equity holders	30,315
Total consideration	$	821,645

(1) Equity consideration paid is summarized below:



(In thousands, except equity per share data)
Shares of Simply Good Foods paid to former equity holders of Atkins	10,250
Fair value of SMPL equity per share	$	11.47
Equity consideration paid	$	117,567

The fair value of these units was determined as follows:



Per share price based on the market price on the day of the close	$	11.47

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The July 7, 2017 fair value is as follows (in thousands):



Assets acquired:
Cash and cash equivalents	$	71,181
Accounts receivable, net	31,507
Inventories	33,023
Prepaid assets	1,781
Other current assets	13,466
Property and equipment, net	1,793
Intangible assets, net ⁽¹⁾	320,000
Other long-term assets	2,224
Liabilities assumed:
Accounts payable	(12,187		)
Other current liabilities	(36,498		)
Deferred income taxes ⁽²⁾	(76,072		)
Total identifiable net assets	350,218
Goodwill ⁽¹⁾⁽³⁾	471,427
Total assets acquired and liabilities assumed	$	821,645

(1)


(2)	As a result of the increase in the fair value of the intangible asset, the deferred income taxes were stepped-up by $50.7 million.


(3)	Amounts recorded for goodwill are generally not expected to be deductible for tax purposes.

Business Acquisition, Pro Forma Information

The following unaudited pro forma combined financial information presents combined results of Conyers Park and Atkins as if the Business Combination had occurred at the beginning of fiscal year 2017:



	Thirteen Weeks Ended		Thirty-Nine Weeks Ended
	May 27, 2017		May 27, 2017
Revenue	$	96,503	$	298,614
Gross profit	$	43,570	$	138,855
Net income	$	5,319	$	20,732

Goodwill and Intangibles (Tables)

9 Months Ended

May 26, 2018

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill

The following table presents the changes in Goodwill:



Balance as of August 26, 2017 (Successor)	$	465,030
Goodwill working capital adjustment	1,757
Measurement period adjustment of the Business Combination	4,640
Balance as of May 26, 2018 (Successor)	$	471,427

Schedule of Finite-Lived Intangible Assets

Intangible assets, net in our condensed consolidated balance sheets consist of the following:



Successor		May 26, 2018
	Useful life	Gross carrying amount		Accumulated amortization		Net carrying amount
Intangible assets with indefinite life:
Brands and trademarks	Indefinite life	$	232,000	$	—	$	232,000
Intangible assets with finite lives:
Customer relationships	15 years	59,000		3,465		55,535
Proprietary recipes and formulas	7 years	7,000		881		6,119
Licensing agreements	14 years	22,000		1,384		20,616
		$	320,000	$	5,730	$	314,270



Successor		August 26, 2017
	Useful life	Gross carrying amount		Accumulated amortization		Net carrying amount
Intangible assets with indefinite life:
Brands and trademarks	Indefinite life	$	232,000	$	—	$	232,000
Intangible assets with finite lives:
Customer relationships	15 years	59,000		515		58,485
Proprietary recipes and formulas	7 years	7,000		131		6,869
Licensing agreements	14 years	22,000		206		21,794
		$	320,000	$	852	$	319,148

Schedule of Indefinite-Lived Intangible Assets

Intangible assets, net in our condensed consolidated balance sheets consist of the following:



Successor		May 26, 2018
	Useful life	Gross carrying amount		Accumulated amortization		Net carrying amount
Intangible assets with indefinite life:
Brands and trademarks	Indefinite life	$	232,000	$	—	$	232,000
Intangible assets with finite lives:
Customer relationships	15 years	59,000		3,465		55,535
Proprietary recipes and formulas	7 years	7,000		881		6,119
Licensing agreements	14 years	22,000		1,384		20,616
		$	320,000	$	5,730	$	314,270



Successor		August 26, 2017
	Useful life	Gross carrying amount		Accumulated amortization		Net carrying amount
Intangible assets with indefinite life:
Brands and trademarks	Indefinite life	$	232,000	$	—	$	232,000
Intangible assets with finite lives:
Customer relationships	15 years	59,000		515		58,485
Proprietary recipes and formulas	7 years	7,000		131		6,869
Licensing agreements	14 years	22,000		206		21,794
		$	320,000	$	852	$	319,148

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 by fiscal year)
Remainder of 2018	$	1,627
2019	6,505
2020	6,505
2021	6,505
2022	6,505
2023 and thereafter	54,623

Long-Term Debt and Line of Credit (Tables)

9 Months Ended

May 26, 2018

Debt Disclosure [Abstract]

Schedule of Debt

At May 26, 2018 and August 26, 2017, there were no amounts drawn against the Revolving Credit Facility or lines of credit, and long-term debt consists of the following:



	May 26, 2018		August 26, 2017
	(Successor)		(Successor)
Term Loan	$	199,000	$	200,000
Less: Deferred financing fees	7,252		7,910
Total debt	191,748		192,090
Less: Current maturities, net of deferred financing fees of $1.3 million at May 26, 2018 and August 26, 2017, respectively	664		234
Long-term debt, net of deferred financing fees	$	191,084	$	191,856

- 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
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=84159872&loc=d3e21475-112644

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
-SubTopic 10
-Section 50
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=84159872&loc=d3e21538-112644

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=84159872&loc=d3e21506-112644

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-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
-Section 45
-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

Fair Value of Financial Instruments (Tables)

9 Months Ended

May 26, 2018

Fair Value Disclosures [Abstract]

Fair Value, Liabilities Measured on Recurring and Nonrecurring Basis

Fair value at May 26, 2018 is summarized as follows:



Successor	Level 1		Level 2		Level 3		Total
Liabilities
TRA liability	$	—	$	—	$	27,904	$	27,904

Fair value at August 26, 2017 is summarized as follows:



Successor	Level 1		Level 2		Level 3		Total
Liabilities
TRA liability	$	—	$	—	$	25,675	$	25,675

Income Taxes (Tables)

9 Months Ended

May 26, 2018

Income Tax Disclosure [Abstract]

Schedule of Effective Income Tax Rate Reconciliation

The following table shows the tax expense and the effective tax rate for the thirty-nine week period ended May 26, 2018 and May 27, 2017 resulting from operations:



	May 26, 2018			May 27, 2017
	(Successor)			(Predecessor)
Income before income taxes	$	41,296		$	23,344
Provision for income taxes	$	(17,453	)	$	8,747
Effective tax rate	(42.3		)%	37.5		%

Schedule of Undiscounted Future Expected Tax Receivable Agreement Payments

As of May 26, 2018, the un-discounted future expected payments under the TRA are as follows:



(In thousands by fiscal year)	Estimated future payments
2018	$	2,637
2019	16,027
2020	11,728
2021	1,595
2022	183
2023 and thereafter	106
	$	32,276

Earnings Per Share (Tables)

9 Months Ended

May 26, 2018

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

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



	Thirteen Weeks Ended		Thirty-Nine Weeks Ended
	May 26, 2018		May 26, 2018
(In thousands, except share data)	(Successor)		(Successor)
Basic earnings per share computation:
Numerator:
Net income available to common stock shareholders	$	7,137	$	58,749
Denominator:
Weighted average common shares - basic	70,582,573		70,578,687
Basic earnings per share from net income	$	0.10	$	0.83
Diluted earnings per share computation:
Numerator:
Net income available to common stock shareholders	$	7,137	$	58,749
Denominator:
Weighted average common shares outstanding - basic	70,582,573		70,578,687
Warrant conversion	2,823,128		2,288,966
Restricted stock units	60,584		39,488
Weighted average common shares - diluted ⁽¹⁾	73,466,285		72,907,141
Diluted earnings per share from net income	$	0.10	$	0.81
⁽¹⁾Excludes the effect of non-qualified stock options, which were anti-dilutive for the respective periods.

Stock Option Plan Stock Option Plan (Tables)

9 Months Ended

May 26, 2018

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Share-based Compensation, Stock Options, Activity

The following table summarizes Stock Option activity for the thirty-nine week period ended May 26, 2018:



	Shares		Weighted average exercise price	Weighted average remaining contractual life (in years)
Outstanding as of August 26, 2017	2,577,692		12.00	9.90
Granted	162,694		12.73
Exercised	—		—
Forfeited	(252,967	)	12.00
Outstanding as of May 26, 2018	2,487,419		12.05	9.17

Vested and expected to vest as of May 26, 2018	2,487,419		12.05	9.17

Exercisable as of May 26, 2018	—		—	0.00

Schedule of Share-based Compensation, Restricted Stock Units Award Activity

The following table summarized Restricted Stock Unit activity for the thirty-nine week period ended May 26, 2018:



	Units		Weighted average grant-date fair value
Non-vested at August 26, 2017	65,845		$	12.00
Granted	71,066		11.99
Vested	—		—
Forfeited	(6,060	)	12.00
Outstanding as of May 26, 2018	130,851		12.00

Business Combination - Acquisition of Atkins Narrative (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands		9 Months Ended
	Jul. 07, 2017	May 26, 2018	Aug. 26, 2017
Business Acquisition [Line Items]
Measurement period adjustment of the Business Combination		$ 4,640
Goodwill		471,427	$ 465,030
TRA liability		27,904	25,675
Acquisition of Atkins
Business Acquisition [Line Items]
Cash held in trust account	$ 404,000
Proceeds private placement equity investment	100,000
Cash on hand at Conyers Park	200
Payment for debt issuance costs related to the new tern loan	8,100
Cash paid in acquisition-related transaction costs	12,400
Cash paid to retire the predecessor long term debt	284,000
Goodwill working capital adjustment		1,757
Consideration amount	821,645
Cash paid	$ 673,763
Shares issued at business combination (in shares)	10,250
Common stock value (in dollars per share)	$ 11.47
Equity consideration at fair value	$ 117,567
TRA fair value	25,700		30,315
Measurement period adjustment of the Business Combination		$ 4,640
Goodwill	471,427
TRA contingent payment (up to)	100,000
Percentage of the value of the recorded tax attributes		100.00%
Legal costs			2,000
Advisory fees			8,600
Contingent change-in-control bonuses			$ 13,800
Term Loan \| Acquisition of Atkins
Business Acquisition [Line Items]
Term loan debt	200,000
IPO \| Acquisition of Atkins
Business Acquisition [Line Items]
Payment for equity issuance cost	8,100
Private Placement \| Acquisition of Atkins
Business Acquisition [Line Items]
Payment for equity issuance cost	$ 3,000

Business Combination - Purchase Price Consideration (Details) - Acquisition of Atkins - USD ($) $ in Thousands	Jul. 07, 2017	Aug. 26, 2017
Business Acquisition [Line Items]
Cash paid	$ 673,763
Equity consideration paid to selling equity holders	117,567
Total cash and equity consideration	791,330
TRA to selling equity holders	25,700	$ 30,315
Total consideration	$ 821,645

Business Combination - Schedule of Business Acquisitions by Acquisition, Equity Interest Issued or Issuable (Details) - Acquisition of Atkins $ / shares in Units, shares in Thousands, $ in Thousands	Jul. 07, 2017 USD ($) $ / shares shares
Business Acquisition [Line Items]
Shares of Simply Good Foods paid to former equity holders of Atkins \| shares	10,250
Fair Value of SMPL equity per share (in dollars per share) \| $ / shares	$ 11.47
Equity consideration paid \| $	$ 117,567

Business Combination - Atkins Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	May 26, 2018	Aug. 26, 2017	Jul. 07, 2017
Liabilities assumed:
Goodwill	$ 471,427	$ 465,030
Acquisition of Atkins
Assets acquired:
Cash and cash equivalents			$ 71,181
Accounts receivable, net			31,507
Inventories, net			33,023
Prepaid expenses and other current assets			1,781
Other current assets			13,466
Property and equipment, net			1,793
Intangible assets			320,000
Other long-term assets			2,224
Liabilities assumed:
Accounts payable			(12,187)
Other current liabilities			(36,498)
Deferred income taxes			(76,072)
Total identifiable net assets			350,218
Goodwill			471,427
Total purchase price			821,645
Deferred income taxes, step-up			$ 50,700

Business Combination - Business Acquisition, Pro Forma Information (Details) - Acquisition of Atkins - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	May 27, 2017	May 27, 2017
Business Acquisition [Line Items]
Revenue	$ 96,503	$ 298,614
Gross profit	43,570	138,855
Net income	$ 5,319	$ 20,732

Goodwill and Intangibles - Schedule of Goodwill (Details) $ in Thousands	9 Months Ended
	May 26, 2018 USD ($)
Goodwill [Roll Forward]
Beginning Balance	$ 465,030
Measurement period adjustment of the Business Combination	4,640
Ending Balance	$ 471,427

Goodwill and Intangibles - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	May 26, 2018	May 27, 2017	May 26, 2018	May 27, 2017
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill impairment charges	$ 0.0		$ 0.0
Amortization expense	$ 1.6	$ 2.2	$ 4.9	$ 6.6

Goodwill and Intangibles - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	May 26, 2018	Aug. 26, 2017
Intangible assets with indefinite life:
Intangible assets, Gross carrying amount	$ 320,000	$ 320,000
Accumulated amortization	5,730	852
Intangible assets, Net carrying amount	314,270	319,148
Brands and trademarks
Intangible assets with finite lives:
Indefinite-lived intangible assets	$ 232,000	$ 232,000
Customer relationships
Intangible assets with indefinite life:
Useful life	15 years	15 years
Finite-lived intangible assets, Gross carrying amount	$ 59,000	$ 59,000
Accumulated amortization	3,465	515
Finite-lived intangible assets, Net carrying amount	$ 55,535	$ 58,485
Proprietary recipes and formulas
Intangible assets with indefinite life:
Useful life	7 years	7 years
Finite-lived intangible assets, Gross carrying amount	$ 7,000	$ 7,000
Accumulated amortization	881	131
Finite-lived intangible assets, Net carrying amount	$ 6,119	$ 6,869
Licensing agreements
Intangible assets with indefinite life:
Useful life	14 years	14 years
Finite-lived intangible assets, Gross carrying amount	$ 22,000	$ 22,000
Accumulated amortization	1,384	206
Finite-lived intangible assets, Net carrying amount	$ 20,616	$ 21,794

Goodwill and Intangibles - Schedule of Finite-Lived Intangible Assets, Future Amortization Expense (Details) $ in Thousands	May 26, 2018 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
Remainder of 2018	$ 1,627
2019	6,505
2020	6,505
2021	6,505
2022	6,505
2023 and thereafter	$ 54,623

Long-Term Debt and Line of Credit - Narrative (Details) - Barclays Bank PLC and Other Parties - USD ($) $ in Millions	Mar. 16, 2018	Jul. 07, 2017	May 26, 2018	Aug. 26, 2017
Term Loan
Debt Instrument [Line Items]
Borrowing capacity		$ 200.0
Maturity period		7 years
Revolving Credit Facility
Debt Instrument [Line Items]
Borrowing capacity		$ 75.0
Maturity period		5 years
Amounts drawn		$ 0.0
Net leverage ratio (equal to or less than)		6.25
Net leverage ratio post reduction (equal to or less than)		6.00
Percent of commitments (in excess of)		30.00%
Outstanding debt			$ 0.0	$ 0.0
Line of Credit \| Base Rate
Debt Instrument [Line Items]
Basis spread on variable rate	2.50%	0.50%
Line of Credit \| Eurocurrency
Debt Instrument [Line Items]
Basis spread on variable rate		1.00%
Line of Credit \| LIBOR
Debt Instrument [Line Items]
Basis spread on variable rate	3.50%
Line of Credit \| Term Loan
Debt Instrument [Line Items]
Prepayment premium percent		1.00%
Line of Credit \| Term Loan \| Eurocurrency
Debt Instrument [Line Items]
Basis spread on variable rate		3.00%
Line of Credit \| Term Loan \| LIBOR
Debt Instrument [Line Items]
Basis spread on variable rate		4.00%
Interest rate floor		1.00%
Line of Credit \| Revolving Credit Facility \| Eurocurrency
Debt Instrument [Line Items]
Basis spread on variable rate		2.00%
Line of Credit \| Revolving Credit Facility \| LIBOR
Debt Instrument [Line Items]
Basis spread on variable rate		3.00%

Long-Term Debt and Line of Credit - Schedule of Debt (Details) - USD ($) $ in Thousands	May 26, 2018	Aug. 26, 2017
Debt Disclosure [Abstract]
Debt, gross	$ 199,000	$ 200,000
Less: Deferred financing fees	7,252	7,910
Total debt	191,748	192,090
Less: Current maturities, net of deferred financing fees of $1.3 million at May 26, 2018 and August 26, 2017, respectively	664	234
Long-term debt, net of deferred financing fees	191,084	191,856
Deferred financing fees, current	$ 1,300	$ 1,300

Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands		3 Months Ended	9 Months Ended
	Dec. 22, 2017	May 26, 2018	May 26, 2018	Aug. 26, 2017
Liabilities
TRA liability		$ 27,904	$ 27,904	$ 25,675
Change in fair value of contingent consideration	$ 4,700	614	(2,412)
Level 1
Liabilities
TRA liability		0	0	0
Level 2
Liabilities
TRA liability		0	0	0
Level 3
Liabilities
TRA liability		$ 27,904	$ 27,904	$ 25,675

Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	May 26, 2018	May 27, 2017	May 26, 2018	May 27, 2017
Entity Information [Line Items]
Income before income taxes	$ 9,985		$ 41,296
Provision for income taxes	$ 2,848		$ (17,453)
Effective tax rate			(42.30%)
(Predecessor)
Entity Information [Line Items]
Income before income taxes		$ 6,124		$ 23,344
Provision for income taxes		$ 1,777		$ 8,747
Effective tax rate				37.50%

Income Taxes - Narrative (Details) - USD ($) $ in Thousands			3 Months Ended	9 Months Ended
Income Taxes - Narrative (Details) - USD ($) $ in Thousands	Dec. 22, 2017	Jul. 07, 2017	May 26, 2018	May 26, 2018	Aug. 26, 2017
Entity Information [Line Items]
Provisional gain				$ 29,000
Effective tax rate difference				(79.80%)
Loss (gain) in fair value change of contingent consideration - TRA liability	$ 4,700		$ 614	$ (2,412)
TRA liability			27,904	$ 27,904	$ 25,675
Tax savings rate				29.20%
Acquisition of Atkins
Entity Information [Line Items]
TRA contingent payment (up to)		$ 100,000
Percent of alternative minimum tax credit carryforwards				75.00%
Alternative minimum tax credit carryforwards (up to)			$ 7,600	$ 7,600
Percent of the value of the recorded tax attributes			100.00%	100.00%
Percent of the deemed benefits				100.00%
Imputed interest rate				9.00%
TRA payment period				90 days

Income Taxes - Schedule of Undiscounted Future Expected Tax Receivable Agreement Payments (Details) $ in Thousands	May 26, 2018 USD ($)
Income Tax Disclosure [Abstract]
2018	$ 2,637
2019	16,027
2020	11,728
2021	1,595
2022	183
2023 and thereafter	106
Estimated future payments	$ 32,276

Commitments and Contingencies (Details) $ in Millions	3 Months Ended		9 Months Ended
Commitments and Contingencies (Details) $ in Millions	May 26, 2018 USD ($)	May 27, 2017 USD ($)	May 26, 2018 USD ($) building	May 27, 2017 USD ($)
Entity Information [Line Items]
Number of buildings with non-cancelable operating leases \| building			6
Rent expense	$ 0.6		$ 1.8
Other commitment payment obligation	$ 0.3		$ 0.3
(Predecessor)
Entity Information [Line Items]
Rent expense		$ 0.5		$ 1.5

Stockholders' Equity (Details) - USD ($) $ / shares in Units, $ in Thousands	2 Months Ended	3 Months Ended		9 Months Ended
	Aug. 26, 2017	May 26, 2018	May 27, 2017	May 26, 2018	May 27, 2017	Jul. 06, 2017	Aug. 27, 2016
Class of Stock [Line Items]
Cash and cash equivalents	$ 56,501	$ 88,361		$ 88,361
Common stock shares authorized (in shares)	600,000,000	600,000,000		600,000,000
Common shares par value (in dollars per share)	$ 0.01	$ 0.01		$ 0.01
Common stock shares outstanding (in shares)	70,562,477	70,582,573		70,582,573
Warrants converted to shares (in shares)		20,096		20,096
Common stock shares issued (in shares)	70,562,477	70,582,573		70,582,573
Warrants issued (in shares)		20,096,571		20,096,571
Other income (expense) included in changes in warrant liabilities		$ 0		$ 0
Common Stock
Class of Stock [Line Items]
Shares issued at business combination (in shares)	70,562,477
Number of shares authorized to purchase per warrant (in shares)		1		1
Warrant price per share (in dollars per share)		$ 11.50		$ 11.50
Scenario, Previously Reported
Class of Stock [Line Items]
Common stock shares outstanding (in shares)	70,628,322
(Predecessor)
Class of Stock [Line Items]
Cash and cash equivalents			$ 22,163		$ 22,163		$ 78,492
Other income (expense) included in changes in warrant liabilities			$ (1,119)		$ (722)
Public Warrants
Class of Stock [Line Items]
Warrants issued (in shares)						13,416,667
Number of days after completion of business combination				30 days
Warrant expiration period				5 years
Warrant call price per share (in dollars per share)		$ 0.01		$ 0.01
Written notice of redemption period (not less than)				30 days
Number of trading days within a 30-trading day period				20 years
Trading day period				30 days
Number of business days before notice of redemption				3 days
Public Warrants \| Common Stock
Class of Stock [Line Items]
Common stock price (equals or exceeds) (in dollars per share)				$ 18.00
Private Placement Warrants
Class of Stock [Line Items]
Warrants issued (in shares)						6,700,000
Restricted Stock
Class of Stock [Line Items]
Outstanding restricted units (in shares)	65,845

Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	9 Months Ended
	May 26, 2018	May 26, 2018
Numerator:
Net income available to common stock shareholders	$ 7,137	$ 58,749
Denominator:
Weighted average common shares - basic (in shares)	70,582,573	70,578,687
Basic earnings per share from net income (in dollars per share)	$ 0.10	$ 0.83
Numerator:
Net income available to common stock shareholders	$ 7,137	$ 58,749
Denominator:
Weighted average common shares - basic (in shares)	70,582,573	70,578,687
Warrant conversion (in shares)	2,823,128	2,288,966
Restricted stock units (in shares)	60,584	39,488
Weighted average common shares - diluted (in shares)	73,466,285	72,907,141
Diluted earnings per share from net income (in dollars per share)	$ 0.10	$ 0.81

Stock Option Plan (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Stock Option Plan (Details) - USD ($) $ in Thousands	May 26, 2018	May 27, 2017	May 26, 2018	May 27, 2017
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock compensation expense	$ 1,000		$ 2,981
(Predecessor)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock compensation expense		$ 800		$ 1,871

Stock Option Plan - Share-based Compensation, Stock Options, Activity (Details) - Stock Options - $ / shares	9 Months Ended	12 Months Ended
	May 26, 2018	Aug. 26, 2017
Shares
Outstanding at beginning of period (in shares)	2,577,692
Granted (in shares)	162,694
Exercised (in shares)	0
Forfeited (in shares)	(252,967)
Outstanding at end of period (in shares)	2,487,419	2,577,692
Options vested or expected to vest (in shares)	2,487,419
Exercisable (in shares)	0
Weighted average exercise price
Outstanding at beginning of period (in dollars per share)	$ 12.00
Granted (in dollars per share)	12.73
Exercised (in dollars per share)	0.00
Forfeited (in dollars per share)	12.00
Outstanding at end of period (in dollars per share)	12.05	$ 12.00
Options vested or expected to vest (in dollars per share)	12.05
Exercisable (in dollars per share)	$ 0.00
Outstanding at end of period, weighted average contractual life	9 years 2 months 1 day	9 years 10 months 24 days
Options vested or expected to vest, contractual life	9 years 2 months 1 day
Exercisable, contractual life	0 years

Stock Option Plan - Schedule of Share-based Compensation, Restricted Stock Units Award Activity (Details) - Restricted Stock Units (RSUs)	9 Months Ended
	May 26, 2018 $ / shares shares
Units
Non-vested at beginning of period (in shares) \| shares	65,845
Granted (in shares) \| shares	71,066
Vested (in shares) \| shares	0
Forfeited (in shares) \| shares	(6,060)
Non-vested at end of period (in shares) \| shares	130,851
Weighted average grant-date fair value
Non-vested at beginning of period (in dollars per share) \| $ / shares	$ 12.00
Granted (in dollars per share) \| $ / shares	11.99
Vested (in dollars per share) \| $ / shares	0.00
Forfeited (in dollars per share) \| $ / shares	12.00
Non-vested at end of period (in dollars per share) \| $ / shares	$ 12.00

Related Party Transactions (Details) - USD ($) $ in Millions	3 Months Ended	9 Months Ended
	May 27, 2017	May 26, 2018	May 27, 2017
Management fee
Related Party Transaction [Line Items]
Management fee expense	$ 0.4		$ 1.4
(Predecessor) \| Former Majority Stockholder, Atkins \| Majority Shareholder \| Management fee
Related Party Transaction [Line Items]
Percent of consolidated adjusted earnings before interest		2.00%
Minimum \| (Predecessor) \| Former Majority Stockholder, Atkins \| Majority Shareholder \| Management fee
Related Party Transaction [Line Items]
Management fee minimum		$ 0.9
Maximum \| (Predecessor) \| Former Majority Stockholder, Atkins \| Majority Shareholder \| Out-of-pocket expenses
Related Party Transaction [Line Items]
Annual reimbursements for out-of-pocket expenses maximum		$ 0.2

Segment and Customer Information (Details)	9 Months Ended
Segment and Customer Information (Details)	May 26, 2018 segment
Segment Reporting [Abstract]
Number of operating segments	1