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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________________________
FORM 10-Q
_______________________________________________________
(Mark One)
 
ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended November 30, 2019
OR
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________

Commission File Number: 001-38115
___________________________________________________________________________________________________________
The Simply Good Foods Company
(Exact name of registrant as specified in its charter)
http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=13296099&doc=10
___________________________________________________________________________________________________________
Delaware
 
82-1038121
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)
1225 17th Street, Suite 1000
Denver, CO 80202
(Address of principal executive offices and zip code)
(303) 633-2840
(Registrant’s telephone number, including area code)
___________________________________________________________________________________________________________

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Trading symbol
 
Name of each exchange on which registered
Common Stock, par value $0.01 per share
 
SMPL
 
NASDAQ
 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No☐
 
Indicate by check mark whether the registrant has submitted electronically every Interactive Date File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ý No ☐  
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
 
Accelerated filer
Non-accelerated filer
 
Smaller reporting company
 
 
 
Emerging growth company






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

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

As of January 3, 2020, there were 95,333,804 shares of common stock, par value $0.01 per share, issued and outstanding.



THE SIMPLY GOOD FOODS COMPANY AND SUBSIDIARIES
FORM 10-Q
FOR THE QUARTER ENDED NOVEMBER 30, 2019



INDEX
 
 
Page
 
 
 
 
 
 


2



PART I. Financial Information

Item 1. Financial Statements (Unaudited)

The Simply Good Foods Company and Subsidiaries
Condensed Consolidated Balance Sheets
(Unaudited, dollars in thousands, except share data)
 
 
November 30, 2019
 
August 31, 2019
Assets
 
 
 
 
Current assets:
 
 
 
 
Cash and cash equivalents
 
$
72,711

 
$
266,341

Accounts receivable, net
 
69,593

 
44,240

Inventories
 
90,378

 
38,085

Prepaid expenses
 
7,570

 
2,882

Other current assets
 
12,388

 
6,059

Total current assets
 
252,640

 
357,607


 
 
 
 
Long-term assets:
 
 
 
 
Property and equipment, net
 
13,080

 
2,456

Intangible assets, net
 
1,153,157

 
306,139

Goodwill
 
567,464

 
471,427

Other long-term assets
 
29,720

 
4,021

Total assets
 
$
2,016,061

 
$
1,141,650


 
 
 
 
Liabilities and stockholders’ equity
 
 
 
 
Current liabilities:
 
 
 
 
Accounts payable
 
$
34,413

 
$
15,730

Accrued interest
 
3,229

 
1,693

Accrued expenses and other current liabilities
 
51,798

 
29,933

Current maturities of long-term debt
 
5,291

 
676

Total current liabilities
 
94,731

 
48,032


 
 
 
 
Long-term liabilities:
 
 
 
 
Long-term debt, less current maturities
 
638,034

 
190,259

Deferred income taxes
 
77,512

 
65,383

Other long-term liabilities
 
22,103

 
532

Total liabilities
 
832,380

 
304,206

See commitments and contingencies (Note 10)
 


 



 
 
 
 
Stockholders’ equity:
 
 
 
 
Preferred stock, $0.01 par value, 100,000,000 shares authorized, none issued
 

 

Common stock, $0.01 par value, 600,000,000 shares authorized, 95,416,772 and 81,973,284 issued at November 30, 2019 and August 31, 2019, respectively
 
954

 
820

Treasury stock, 98,234 and 98,234 shares at cost at November 30, 2019 and August 31, 2019, respectively
 
(2,145
)
 
(2,145
)
Additional paid-in-capital
 
1,084,671

 
733,775

Retained earnings
 
101,037

 
105,830

Accumulated other comprehensive loss
 
(836
)
 
(836)

Total stockholders’ equity
 
1,183,681

 
837,444

Total liabilities and stockholders’ equity
 
$
2,016,061

 
$
1,141,650

See accompanying notes to the unaudited condensed consolidated financial statements.

3


Table of Contents

The Simply Good Foods Company and Subsidiaries
Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income
(Unaudited, dollars in thousands, except share and per share data)
 
 
Thirteen Weeks Ended
 
 
November 30, 2019
 
November 24, 2018
Net sales
 
$
152,153

 
$
120,931

Cost of goods sold
 
89,947

 
69,011

Gross profit
 
62,206

 
51,920

 
 
 
 
 
Operating expenses:
 
 
 
 
Selling and marketing
 
18,434

 
15,319

General and administrative
 
18,145

 
11,998

Depreciation and amortization
 
2,453

 
1,849

Business transaction costs
 
26,159

 
1,039

Loss in fair value change of contingent consideration - TRA liability
 

 
533

Total operating expenses
 
65,191

 
30,738

 
 
 
 
 
Income (loss) from operations
 
(2,985
)
 
21,182

 
 
 
 
 
Other (expense) income:
 
 
 
 
Interest income
 
1,379

 
781

Interest expense
 
(4,969
)
 
(3,261
)
Gain on settlement of TRA liability
 

 
1,534

Gain (loss) on foreign currency transactions
 
16

 
(398
)
Other income
 
37

 
44

Total other expense
 
(3,537
)
 
(1,300
)
 
 
 
 
 
(Loss) income before income taxes
 
(6,522
)
 
19,882

Income tax (benefit) expense
 
(1,729
)
 
4,625

Net (loss) income
 
$
(4,793
)
 
$
15,257

 
 
 
 
 
Other comprehensive (loss) income:
 
 
 
 
Foreign currency translation adjustments
 

 
142

Comprehensive (loss) income
 
$
(4,793
)
 
$
15,399

 
 
 
 
 
Earnings per share from net (loss) income:
 
 
 
 
Basic
 
$
(0.05
)
 
$
0.20

Diluted
 
$
(0.05
)
 
$
0.18

Weighted average shares outstanding:
 
 
 
 
Basic
 
89,708,633

 
77,290,307

Diluted
 
89,708,633

 
82,774,761

See accompanying notes to the unaudited condensed consolidated financial statements.

4


Table of Contents

The Simply Good Foods Company and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Unaudited, dollars in thousands)
 
 
Thirteen Weeks Ended
 
 
November 30, 2019
 
November 24, 2018
Operating activities
 
 
 
 
Net (loss) income
 
$
(4,793
)
 
$
15,257

Adjustments to reconcile net (loss) income to net cash provided by operating activities:
 
 
 
 
Depreciation and amortization
 
2,525

 
1,886

Amortization of deferred financing costs and debt discount
 
455

 
334

Stock compensation expense
 
1,673

 
1,061

Loss on fair value change of contingent consideration - TRA liability
 

 
533

Gain on settlement of TRA liability
 

 
(1,534
)
Unrealized (gain) loss on foreign currency transactions
 
(16
)
 
398

Deferred income taxes
 
(1,853
)
 
4,465

Amortization of operating lease right-of-use asset
 
626

 

Other
 
566

 

Changes in operating assets and liabilities, net of acquisition:
 
 
 
 
Accounts receivable, net
 
4,304

 
(592
)
Inventories
 
(9,740
)
 
(8,112
)
Prepaid expenses
 
(3,513
)
 
(2,042
)
Other current assets
 
(1,416
)
 
(2,567
)
Accounts payable
 
(6,533
)
 
5,777

Accrued interest
 
1,536

 
(36
)
Accrued expenses and other current liabilities
 
8,556

 
(1,885
)
Other assets and liabilities
 
(305
)
 
5

Net cash (used in) provided by operating activities
 
(7,928
)
 
12,948

 
 
 
 
 
Investing activities
 
 
 
 
Purchases of property and equipment
 
(280
)
 
(494
)
Issuance of note receivable
 
(1,250
)
 

Acquisition of business, net of cash acquired
 
(984,201
)
 

Net cash (used in) investing activities
 
(985,731
)
 
(494
)
 
 
 
 
 
Financing activities
 
 
 
 
Proceeds from option exercises
 
208

 
53

Tax payments related to issuance of restricted stock units
 
(70
)
 

Payments on finance lease obligations
 
(78
)
 

Cash received from warrant exercises
 

 
113,464

Settlement of TRA liability
 

 
(26,468
)
Principal payments of long-term debt
 
(1,000
)
 
(500
)
Proceeds from issuance of common stock
 
352,542

 

Equity issuance costs
 
(3,323
)
 

Proceeds from issuance of long term debt
 
460,000

 

Deferred financing costs
 
(8,208
)
 

Net cash provided by financing activities
 
800,071

 
86,549

 
 
 
 
 
Cash and cash equivalents
 
 
 
 
Net increase (decrease) in cash
 
(193,588
)
 
99,003

Effect of exchange rate on cash
 
(42
)
 
(213
)
Cash at beginning of period
 
266,341

 
111,971

Cash and cash equivalents at end of period
 
$
72,711

 
$
210,761


5


Table of Contents


 
 
Thirteen Weeks Ended
 
 
November 30, 2019
 
November 24, 2018
Supplemental disclosures of cash flow information
 
 
 
 
Cash paid for interest
 
$
2,978

 
$
2,963

Cash paid for taxes
 
$
373

 
$
353

Non-cash investing and financing transaction
 
 
 
 
Operating lease right-of-use assets recognized at ASU No 2016-02 transition
 
$
5,102

 
$

Finance lease right-of-use assets recognized at ASU No 2016-02 transition
 
$
1,211

 
$


See accompanying notes to the unaudited condensed consolidated financial statements.

6


Table of Contents

The Simply Good Foods Company and Subsidiaries
Condensed Consolidated Statements of Stockholders' Equity
(Unaudited, dollars in thousands, except share data)

 
 
Common Stock
 
Treasury Stock
 
Additional Paid-In Capital
 
Retained Earnings
 
Accumulated Other Comprehensive Loss
 
Total
 
 
Shares
 
Amount
 
Shares
 
Amount
 
 
 
 
Balance at August 31, 2019
 
81,973,284

 
$
820

 
98,234

 
$
(2,145
)
 
$
733,775

 
$
105,830

 
$
(836
)
 
$
837,444

Net loss
 

 

 

 

 

 
(4,793
)
 

 
(4,793
)
Stock-based compensation
 

 

 

 

 
1,673

 

 

 
1,673

Foreign currency translation adjustments
 

 

 

 

 

 

 

 

Public equity offering
 
13,379,205

 
134

 

 

 
349,085

 

 

 
349,219

Shares issued upon vesting of Restricted Stock Units
 
46,911

 

 

 

 
(70
)
 

 

 
(70
)
Exercise of options to purchase common stock
 
17,372

 

 

 

 
208

 

 

 
208

Balance at November 30, 2019
 
95,416,772

 
$
954

 
98,234

 
$
(2,145
)
 
$
1,084,671

 
$
101,037

 
$
(836
)
 
$
1,183,681

 
 
Common Stock
 
Treasury Stock
 
Additional Paid-In Capital
 
Retained Earnings
(Accumulated Deficit)
 
Accumulated Other Comprehensive Income (Loss)
 
Total
 
 
Shares
 
Amount
 
Shares
 
Amount
 
 
 
 
Balance at August 25, 2018
 
70,605,675

 
$
706

 

 
$

 
$
614,399

 
$
58,294

 
$
(798
)
 
$
672,601

Net income
 

 

 

 

 

 
15,257

 

 
15,257

Stock-based compensation
 

 

 

 

 
1,061

 

 

 
1,061

Foreign currency translation adjustments
 

 

 

 

 

 

 
142

 
142

Shares issued upon vesting of Restricted Stock Units
 
67,500

 
1

 

 

 
(1
)
 

 

 

Exercise of options to purchase common stock
 
4,444

 

 

 

 
53

 

 

 
53

Warrant Conversion
 
11,200,299

 
112

 

 

 
113,352

 

 

 
113,464

Balance at November 24, 2018
 
81,877,918

 
$
819

 

 
$

 
$
728,864

 
$
73,551

 
$
(656
)
 
$
802,578

See accompanying notes to the unaudited condensed consolidated financial statements.


7


Table of Contents

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

1. Nature of Operations and Principles of Consolidation

The Simply Good Foods Company (“Simply Good Foods”) was formed by Conyers Park Acquisition Corp. (“Conyers Park”) on March 30, 2017. On April 10, 2017, Conyers Park and NCP-ATK Holdings, Inc., among others, entered into a definitive merger agreement (the “Merger Agreement”), pursuant to which on July 7, 2017, Conyers Park merged into Simply Good Foods and as a result acquired the companies which conducted the Atkins® brand business (the “Acquisition of Atkins”). The common stock of Simply Good Foods is listed on the Nasdaq Capital Market under the symbol “SMPL.”

On August 21, 2019, our wholly owned subsidiary Atkins Nutritionals, Inc. (“Atkins”) entered into a Stock and Unit Purchase Agreement (the "Purchase Agreement") to acquire Quest Nutrition, LLC ("Quest"), a healthy lifestyle food company (the "Acquisition of Quest"). On November 7, 2019, pursuant to the Purchase Agreement, Atkins completed the Acquisition of Quest, via Atkins’ direct or indirect acquisition of 100% of the equity interests of Voyage Holdings, LLC (“Voyage Holdings”), and VMG Quest Blocker, Inc. (“Voyage Blocker” and, together with Voyage Holdings, the “Target Companies”) for a cash purchase price of approximately $1.0 billion (subject to customary adjustments for the Target Companies’ levels of cash, indebtedness, net working capital and transaction expenses as of the closing date).

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

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

Description of Business

The Simply Good Foods Company is a consumer packaged food and beverage company that aims to lead the nutritious snacking movement with trusted brands that offer a variety of convenient, innovative, great-tasting, better-for-you snacks and meal replacements. The Company’s nutritious snacking platform consists of brands that specialize in providing products for consumers that follow certain nutritional philosophies, dietary approaches and/or health-and-wellness trends: Atkins® for those following a low-carb lifestyle; Quest® for consumers seeking to partner with a brand that makes the foods they crave work for them, not against them, through a variety of protein-rich foods and beverages that also limit sugars and simple carbs; and SimplyProtein® for consumers looking for protein-enhanced snacks made with fewer, simple ingredients. We distribute our products in major retail channels, primarily in North America, including grocery, club and mass merchandise, as well as through e-commerce, convenience, specialty and other channels. Our portfolio of nutritious snacking brands gives us a strong platform with which to introduce new products, expand distribution, and attract new consumers to our products. Our platform also positions us to continue to selectively pursue acquisition opportunities of brands in the nutritious snacking and broader health-and-wellness food space.

Reclassification of Prior Year Amounts

Certain prior year amounts have been reclassified to conform to the current year presentation including (i) Selling and Marketing expenses, which have been combined as Selling and marketing on the Consolidated Statements of Operations and Comprehensive (Loss) Income and (ii) other operating expense, which has been combined with General and administrative expense on the Consolidated Statements of Operations and Comprehensive (Loss) Income.

Unaudited Interim Condensed Consolidated Financial Statements

The interim condensed consolidated financial statements and related notes of the Company and its subsidiaries are unaudited. The unaudited interim condensed consolidated financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) and the rules and regulations of the Securities and Exchange Commission (the “SEC”). The unaudited interim condensed consolidated financial statements reflect all adjustments and disclosures which are, in our opinion, necessary for a fair presentation of the results of operations, financial position and cash flows for the indicated periods. All such adjustments were of a normal and recurring nature unless otherwise disclosed. The results reported in these unaudited interim condensed consolidated financial statements are not necessarily indicative of the results that may be reported for the entire fiscal year and should be read in conjunction with our consolidated financial statements for the fiscal year ended August 31, 2019, included in our Annual Report on Form 10-K (“Annual Report”), filed with the SEC on October 30, 2019. 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.


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2. 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.

Change in Accounting Principle

During the fourth quarter ended August 31, 2019, the Company changed its accounting principle related to the presentation of third party delivery costs associated with shipping and handling activities previously included as operating expenses in Distribution in the Consolidated Statements of Operations and Comprehensive (Loss) Income. The Company is now presenting these expenses within cost of goods sold in the Consolidated Statements of Operations and Comprehensive (Loss) Income. In connection with the change in accounting principle, the Company also changed its definition of shipping and handling costs to include costs paid to third-party warehouse operators associated with delivering product to a customer, previously included in General and administrative, and Depreciation and amortization of the assets at the third-party warehouse, previously included in Depreciation and amortization. Under the previous definition of shipping and handling costs, the Company only included delivery costs in Distribution. The effect of the adjustment is as follows:
Thirteen Weeks Ended November 24, 2018
 
As Reported
 
Change in Accounting Principle and Presentation
 
As Adjusted
Cost of goods sold
 
61,820

 
7,191

 
69,011

Distribution
 
5,284

 
(5,284
)
 

General and administrative
 
13,868

 
(1,870
)
 
11,998

Depreciation and amortization
 
1,886

 
(37
)
 
1,849



Recently Issued and Adopted Accounting Pronouncements

Recently Issued Accounting Pronouncements Not Yet Adopted

In June 2016, The Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments—Credit Losses (Topic 326), which modifies disclosure requirements for fair value measurements by removing, modifying or adding certain disclosures. This ASU is effective for annual periods beginning after December 15, 2019, with early adoption permitted. The amendments of this ASU should be applied on a retrospective basis to all periods presented. The Company is currently evaluating the effects adoption of this guidance will have on the consolidated financial statements.

In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820), which modifies disclosure requirements on fair value measurements of Accounting Standards Codification (“ASC”) 820. This ASU is effective for all entities for fiscal years beginning after December 15, 2019, including interim periods therein. Early adoption is permitted including in any interim period for which financial statements have not yet been issued. Entities are permitted to early adopt the eliminated or modified disclosure requirements and delay the adoption new disclosure requirements until their effective date. The Company is currently evaluating the effects adoption of this guidance will have on the consolidated financial statements and does not anticipate adoption of this ASU will be material to its consolidated financial statements.

Recently Adopted Accounting Pronouncements

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. In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842): Targeted Improvements. ASU 2018-11 provides entities another option for transition, allowing entities to not apply the new standard in the comparative periods they present in their financial statements in the year of adoption. The amendments provide the option for the ASU to be applied at the beginning of the period adopted using a modified retrospective approach with earlier application permitted as of the beginning of an interim or annual reporting period.

On September 1, 2019, we adopted ASU No. 2016-02, Leases (“Topic 842”) using the alternative transition method under ASU No. 2018-11, which permits application of the new guidance at the beginning of the period of adoption, with comparative periods continuing to be reporting under Topic 840. Upon adoption of the new standard as of the first day of fiscal 2020, the Company recorded the following within the Condensed Consolidated Balance Sheet: operating lease right of use assets of $5.1 million included within Other long-term assets, current operating lease liabilities of $1.9 million included within Accrued expenses and other current liabilities, long-term operating lease liabilities of $3.9 million included within Other long-term liabilities, finance lease right of use assets of $1.2 million included within Property and equipment, net, current finance lease liabilities of $0.2 million included within Current maturities of long term debt, and long-term finance lease liabilities of $1.0 million included within Long-term debt less current maturities. Following the Acquisition of Quest, the Company recorded the following amounts in the Condensed Consolidated Balance Sheet as of the Transaction Date: operating lease right of use assets

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of $20.8 million included within Other long-term assets, current operating lease liabilities of $1.9 million included within Accrued expenses and other current liabilities, and long-term operating lease liabilities of $18.9 million included within Other long-term liabilities. The adoption of these ASUs did not result in a cumulative-effect adjustment to the opening balance of retained earnings.

The guidance provides a number of optional practical expedients in adoption. We elected to adopt the package of practical expedients permitted under the transition guidance within the standard, which among other things, permits us to not reassess under the new standard our prior conclusions about lease identification, lease classification and initial direct costs. We did not elect the use-of-hindsight practical expedient or the practical expedient pertaining to land easements, the latter not being applicable to us. In addition, we elected an accounting policy to include both lease and non-lease components as a single component for all asset classes where we are the lessee. For additional information on our leases, see Note 9.

In June 2018, the FASB issued ASU No. 2018-07, Compensation – Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting. This ASU is intended to simplify aspects of share-based compensation issued to non-employees by making the guidance consistent with the accounting for employee share-based compensation. The Company adopted this ASU as of the first day of fiscal 2020. The adoption of this ASU did not have a material effect on the consolidated financial statements.

In August 2018, the FASB issued ASU No. 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40), Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract, which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The Company adopted this ASU as of the first day of fiscal 2020. The adoption of this ASU did not have a material effect on the consolidated financial statements.

3. Business Combination

On August 21, 2019, Atkins entered into the Purchase Agreement with the Target Companies, VMG Voyage Holdings, LLC, VMG Tax-Exempt II, L.P., Voyage Employee Holdings, LLC, and other sellers defined in the Purchase Agreement. On November 7, 2019, pursuant to the Purchase Agreement, Atkins completed the Acquisition of Quest for a cash purchase price at closing of $988.9 million subject to customary post closing adjustments.

Atkins acquired Quest as a part of our vision to lead the nutritious snacking movement with trusted brands that offer a variety of convenient, innovative, great-tasting, better-for-you snacks and meal replacements. Quest is a healthy lifestyle food company offering a variety of bars, cookies, chips, ready-to-drink shakes and pizzas that compete in many of the attractive, fast growing sub-segments within the nutritional snacking category. Quest has a loyal following and strong appeal among consumers 18-44 years.

The Acquisition of Quest was accounted for using the acquisition method of accounting in accordance with ASC 805, Business Combinations (“ASC 805”), whereby the results of operations, including the revenues and earnings of Quest, are included in the financial statements from the date of acquisition. 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. 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 Acquisition of Quest was funded by the Company through a combination of cash, equity and debt financing. Total consideration paid on the closing date was $988.9 million. Cash sources of funding included $195.3 million of cash on hand, net proceeds of approximately $350.0 million from the Company's October 9, 2019 public equity offering, and $443.6 million in new term loan debt. Included within the Business transaction costs line item of the Consolidated Statements of Operations and Comprehensive (Loss) Income as of November 30, 2019 are $14.5 million of transaction advisory fees related to the Acquisition of Quest, $3.2 million of banker commitment fees, $6.1 million of non-deferrable debt issuance costs related to the incremental term loan, and $2.3 million of other costs including legal, due diligence, and accounting fees.

Included in the transaction advisory fees paid for the Acquisition of Quest is $12.0 million paid to Centerview Partners LLC, an investment banking firm that served as the lead financial advisor to the Company for this transaction. Three members of the Company’s Board of Directors, Messrs. Kilts, West, and Ratzan, have business relationships with certain partners of Centerview Partners LLC (including relating to Centerview Capital Consumer, a private equity firm and affiliate of Conyers Park Sponsor LLC), but they are not themselves partners, executives or employees of Centerview Partners LLC and Centerview Partners LLC is not a related party of the Company pursuant to applicable rules and policies. The advisory fee paid to Centerview Partners LLC represents approximately 1.2% of the total cash purchase price paid by the Company on the closing date of the Acquisition of Quest. All transaction advisory fees relating to the Acquisition of Quest were approved by the Company’s Audit Committee.


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The following table sets forth the preliminary purchase price of the Acquisition of Quest to the estimated fair value of the net assets acquired at the date of acquisition, subject to finalization per the terms of the Purchase Agreement. The preliminary purchase price allocation may be adjusted as a result of the finalization of our purchase price allocation procedures related to the assets acquired and liabilities assumed. The preliminary November 7, 2019 fair value is as follows:
(In thousands)
 
 
Assets acquired:
 
 
Cash and cash equivalents
 
$
4,745

Accounts receivable, net
 
29,613

Inventories
 
43,091

Prepaid assets
 
1,214

Other current assets
 
3,821

Property and equipment, net(1)
 
10,363

Intangible assets, net(2)
 
848,375

Other long-term assets
 
20,997

Liabilities assumed:
 
 
Accounts payable
 
25,200

Other current liabilities
 
11,237

Deferred income taxes(3)
 
13,982

Other long-term liabilities
 
18,891

Total identifiable net assets
 
892,909

Goodwill(4)
 
96,037

Total assets acquired and liabilities assumed
 
$
988,946



(1) Property and equipment, net primarily consists of leasehold improvements for the Quest headquarters of $6.9 million, furniture and fixtures of $2.2 million, and equipment of $1.3 million. The Quest headquarters lease ends in April 2029. The useful lives of the leasehold improvements, furniture and fixtures, and equipment is consistent with the Company's accounting policies.
(2) Intangible assets were recorded at fair value consistent with ASC 820 as a result of the Acquisition of Quest. Intangible assets consist of $730.0 million of indefinite brands and trademarks, $115.0 million of amortizable customer relationships, and $3.4 million of internally developed software. The useful lives of the intangible assets are disclosed in Note 5 of the consolidated financial statements. The fair value measurement of the assets and liabilities was based on significant inputs not observable in the market and thus represent Level 3 measurements within the fair value measurement hierarchy. Level 3 fair market values were determined using a variety of information, including estimated future cash flows and market comparable data and companies.
(3) As a result of the increase in the fair value of the identifiable intangible asset, the deferred income tax liability was increased by $14.0 million.
(4) Goodwill was recorded at fair value consistent with ASC 820 as a result of the Acquisition of Quest. Amounts recorded for goodwill created in an acquisition structured as a stock purchase for tax are generally not expected to be deductible for tax purposes. Amounts recorded for goodwill resulting in a tax basis step-up are generally expected to be deductible for tax purposes. Tax deductible Goodwill is estimated to be $82.4 million. Goodwill represents the future economic benefits arising from other assets acquired that could not be individually identified and separately recognized.

The purchase price is pending finalization per the terms of the Purchase Agreement. The final determination of the fair value of the assets acquired and liabilities assumed is expected to be completed as soon as practicable after completion of the Acquisition of Quest, including a period of time to finalize working capital adjustments and tax attributes. The final determinations will be completed prior to one year from the transaction completion, consistent with ASC 805.

The results of Quest's operations have been included in the Simply Good Foods' Consolidated Financial Statements since November 7, 2019, the date of acquisition. The following table provides net sales from the acquired Quest business included in the Company's results:

 
 
Thirteen Weeks Ended
 
 
November 30, 2019
Net sales
 
17,082





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Unaudited Pro Forma Financial Information

The following unaudited pro forma combined financial information presents combined results of Atkins and Quest as if the Acquisition of Quest has occurred at the beginning of fiscal 2019:
 
 
Thirteen Weeks Ended
 
Thirteen Weeks Ended
 
 
November 30, 2019
 
November 24, 2018
Revenue
 
$
220,556

 
$
189,945

Gross profit
 
$
88,188

 
$
61,587

Net income (loss)
 
$
15,648

 
$
(19,083
)


These unaudited pro forma combined financial statements are prepared based on Article 11 period end guidance. The results include certain adjustments, as required under ASC 805, which are different than Article 11 pro forma requirements. ASC 805 requires pro forma adjustments to reflect the effects of fair value adjustments, transaction costs, capital structure changes, the tax effects of such adjustments, and also requires nonrecurring adjustments be prepared as though the Acquisition of Quest had occurred as of the beginning of the earliest period presented. The adjustments to the historical Quest financial results include the exclusion of legacy derivatives and interest expense that were settled in the execution of the Acquisition of Quest. Additional adjustments include non recurring transaction costs and the portion of the inventory fair value adjustment recorded by the Company during the thirteen weeks ended November 30, 2019. Both periods were further adjusted to reflect a full thirteen week period of a) fair value adjustments related to inventory and incremental customer relationship amortization, b) interest expense with the higher principal associated with new term loan debt, and c) the effects of the adjustments on income taxes and net income.

The pro forma financial information is not intended to represent or be indicative of the actual results of operations of the combined business that would have been reported had the Acquisition of Quest been completed at the beginning of the fiscal year 2019, nor is it representative of future operating results of the Company.

4. Revenue Recognition

A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The singular performance obligation of our customer contracts is determined by each individual purchase order and the products ordered, with revenue being recognized at a point-in-time when the obligation under the terms of the agreement is satisfied and product control is transferred to the customer. Specifically, control transfers to our customers when the product is delivered to or picked up by our customers based on applicable shipping terms. The performance obligations of our customer contracts are generally satisfied within 30 days.

Revenue is measured as the amount of consideration we expect to receive in exchange for fulfilled product orders, including estimates of variable consideration. The most common forms of variable consideration include trade programs, consumer incentives, coupon redemptions, allowances for unsaleable products, and any additional amounts where a distinct good or service cannot be identified or the value cannot be reasonably estimated. Estimates of variable consideration are made using various information including historical data on performance of similar trade promotional activities, as well as the Company’s best estimate of current activity. We review these estimates regularly and make revisions as necessary. Revisions can include changes for consideration paid to customers that lack sufficient evidence to support a distinct good or service assertion, or for which a reasonably estimable fair value cannot be determined, primarily related to our assessments of cooperative advertising programs. Uncertainties related to the estimate of variable consideration are resolved in a short time frame and do not require any additional constraint on variable consideration. Adjustments to variable consideration are recognized in the period the adjustments are identified and have historically been insignificant. Revenue is recognized net of any taxes collected from customers and subsequently remitted to governmental authorities.
    
We provide standard assurance type warranties that our products will comply with all agreed-upon specifications. No services beyond an assurance type warranty are provided to our customers. While customers generally have a right to return defective or non-conforming products, past experience has demonstrated that product returns have been immaterial. Customer remedies for defective or non-conforming products may include a refund or exchange. As a result, the right of return is estimated and recorded as a reduction in revenue, if necessary.

Our customer contracts identify product quantity, price and payment terms. Payment terms are granted consistent with industry standards. Although some payment terms may be more extended, the majority of our payment terms are less than 60 days. As a result, we do not adjust our revenues for the effects of a significant financing component. Amounts billed and due from our customers are classified as accounts receivable on the condensed consolidated balance sheets.

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

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The Company has elected the following practical expedients in accordance with ASC Topic 606:

Shipping and handling costs—We have elected to account for shipping and handling costs incurred to deliver products to customers as fulfillment activities, rather than a promised service. As such, fulfillment costs are included in Cost of goods sold in our Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income.

Costs of obtaining a contract—We have elected to expense costs of obtaining a contract because the amortization period would be less than one year.

Revenues from transactions with external customers for each of Simply Good Foods’ products would be impracticable to disclose and management does not view its business by product line. The following table presents our revenue disaggregated by geographic area and brand.
 
 
Thirteen Weeks Ended
(In thousands)
 
November 30, 2019
 
November 24, 2018
Net sales
 
 
 
 
North America
 
$
127,812

 
$
114,606

International
 
7,259

 
6,325

Total Atkins
 
135,071

 
120,931

 
 
 
 
 
Quest(1)
 
17,082

 

 
 
 
 
 
Total
 
$
152,153

 
$
120,931

(1) Quest net sales are primarily all in North America.

5. Goodwill and Intangibles

Changes to goodwill during the thirteen weeks ended November 30, 2019 were as follows:
 
 
Total
Balance as of August 31, 2019
 
$
471,427

Acquisition of business
 
96,037

Balance as of November 30, 2019
 
$
567,464



The change in the Company's Goodwill from August 31, 2019 to November 30, 2019 is the result of the acquisition method of accounting as described in Note 3. There were no impairment charges related to goodwill during this period or since the inception of the Company.

Intangible assets, net in our Condensed Consolidated Balance Sheets consist of the following:
 
 
 
 
 
 
November 30, 2019
(In thousands)
 
Useful life
 
Gross carrying amount
 
Accumulated amortization
 
Net carrying amount
Intangible assets with indefinite life:
 
 
 
 
 
 
 
 
 
 
Brands and trademarks
 
Indefinite life
 
$
962,000

 
$

 
$
962,000

Intangible assets with finite lives:
 
 
 
 
 
 
 
 
 
 
Customer relationships
 
15 years
 
174,000

 
9,803

 
164,197

Proprietary recipes and formulas
 
7 years
 
7,000

 
2,381

 
4,619

Licensing agreements
 
14 years
 
22,000

 
3,741

 
18,259

Software and website development costs
 
3
-
5 years
 
5,664

 
1,582

 
4,082

 
 
 
 
 
 
$
1,170,664

 
$
17,507

 
$
1,153,157


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August 31, 2019
(In thousands)
 
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

 
8,382

 
50,618

Proprietary recipes and formulas
 
7 years
 
7,000

 
2,131

 
4,869

Licensing agreements
 
14 years
 
22,000

 
3,348

 
18,652

 
 
 
 
$
320,000

 
$
13,861

 
$
306,139


Intangible assets, net changed due to amortization expense and the Acquisition of Quest. Amortization expense related to intangible assets during the thirteen weeks ended November 30, 2019 and November 24, 2018 were $2.3 million and $1.6 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 2020
 
$
11,683

2021
 
15,327

2022
 
15,094

2023
 
14,829

2024
 
14,333

2025 and thereafter
 
119,891

Total
 
$
191,157




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6. Long-Term Debt and Line of Credit

On July 7, 2017, the Company entered into a credit agreement with Barclays Bank PLC and other parties (as amended to date, the “Credit Agreement”). The Credit Agreement provides for (i) a term facility of $200.0 million (“Term Facility”) with a seven year maturity and (ii) a revolving credit facility of up to $75.0 million (the “Revolving Credit Facility”) with a five year maturity. Substantially concurrent with the consummation of the Acquisition of Atkins, the full $200.0 million of the Term Facility (the “Term Loan”) was drawn. The interest rate per annum was 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 the Term Loan or (y) 2.00% margin for the 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. 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 Credit Agreement. As a result of the Repricing Amendment, the interest rate on the Term Loan was reduced and, as of the Amendment Date, such loans had an interest 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 continued to bear interest based upon the Company's consolidated 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 Company 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.

On November 7, 2019, the Company entered into an amendment (the “Incremental Facility Amendment”) to the Credit Agreement to increase the principal borrowed on the Term Facility by $460.0 million. The Term Facility together with the incremental borrowing make up the Initial Term Loans and as of the Amendment No. 2 Effective Date (as defined in the Incremental Facility Amendment), the term loan bears interest at a rate equal to, at the Company's option, either LIBOR plus an applicable margin of 3.75% or a base rate plus an applicable margin of 2.75%. The Incremental Facility Amendment was executed to finance the Acquisition of Quest. No amounts under the Term Facility were repaid as a result of the execution of the Incremental Facility Amendment.

The Credit Agreement contains certain financial and other covenants that limit 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. 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 Agreement) contingent on credit extensions in excess of 30% of the total amount of commitments available under the Revolving Credit Facility. Any failure to comply with the restrictions of the Credit Agreement may result in an event of default. The Company was in compliance with all financial covenants under the Credit Agreement as of November 30, 2019 and August 31, 2019.

At November 30, 2019 and August 31, 2019, there were no cash amounts drawn against the Revolving Credit Facility. Long-term debt consists of the following:
(In thousands)
 
November 30, 2019
 
August 31, 2019
Term Loan (effective rate of 5.7% at November 30, 2019)
 
$
655,500

 
$
196,500

Finance lease liabilities (effective rate of 5.6% at November 30, 2019)
 
1,149

 

Less: Deferred financing fees
 
13,324

 
5,565

Total debt
 
643,325

 
190,935

Less: Current maturities, net of deferred financing fees of $0.0 million at November 30, 2019 and $1.3 million at August 31, 2019
 
5,030

 
676

Current finance lease liabilities
 
261

 

Long-term debt, net of deferred financing fees
 
$
638,034

 
$
190,259



The Company will be required to make principal payments of approximately $5.0 million over the next twelve months following the period ended November 30, 2019.

As of November 30, 2019, the Company had letters of credit in the amount of $5.0 million. Our letters of credit offset against the availability of the Revolving Credit Facility. These letters of credit exist to support two of the Company's leased buildings and insurance programs relating to workers' compensation. No amounts were drawn against these letters of credit at November 30, 2019.

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

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carries debt at historical cost and discloses fair value. As of November 30, 2019 and August 31, 2019, the book value of the Company’s debt approximated fair value. The estimated fair value of the Term Loan is based on observable inputs and classified as Level 2 in the fair value hierarchy.

7. 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.

A loss of $0.5 million was charged to the Loss in fair value change of contingent consideration - TRA liability for the thirteen weeks ended November 24, 2018. The Company settled the Income Tax Receivable Agreement (the “TRA”) during the thirteen weeks ended November 24, 2018, which resulted in a $1.5 million gain. Following the settlement of the TRA liability, the Company did not have any Level 3 financial assets or liabilities.

The carrying amounts of cash and cash equivalents, accounts receivable and accounts payable approximated fair value as of November 30, 2019 and August 31, 2019 due to the relatively short maturity of these instruments.

8. Income Taxes

Effective Tax Rate

The following table shows the tax expense and the effective tax rate for the thirteen weeks ended November 30, 2019 and November 24, 2018 resulting from operations:
 
 
Thirteen Weeks Ended
(In thousands)
 
November 30, 2019
 
November 24, 2018
Income (loss) before income taxes
 
$
(6,522
)
 
$
19,882

Provision (benefit) for income taxes
 
$
(1,729
)
 
$
4,625

Effective tax rate
 
26.5
%
 
23.3
%


The effective tax rate for the thirteen week period ended November 30, 2019 is higher than the effective tax rate for the thirteen week period ended November 24, 2018 by 3.2%, which is primarily driven by non-deductible transaction costs, the one-time tax impact of the settlement of the TRA liability during the thirteen week period ended November 24, 2018, and other permanent differences.

9. Leases

On September 1, 2019, we adopted ASU No. 2016-02, Leases (“Topic 842”) using the modified retrospective approach under ASU No. 2018-11, which permits application of the new guidance at the beginning of the period of adoption, with comparative periods continuing to be reported under Topic 840.

Leases are classified as either finance leases or operating leases based on criteria in ASC 842. The Company’s operating leases are generally comprised of real estate and certain equipment used in warehousing our products. The Company’s finance leases are generally comprised of warehouse equipment.

Right-of-use assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. The majority of the Company's leases do not provide an implicit rate; therefore, the Company uses its secured incremental borrowing rate based on the information available at the lease commencement date in determining the present value of future payments for those leases. Our incremental borrowing rate for a lease is the rate of interest we would pay to borrow on a collateralized basis over a similar term to the lease in a similar economic environment. The Company applied incremental borrowing rates using a portfolio approach. Right-of-use assets also include any lease payments made and exclude lease incentives. Lease terms may include options to extend or terminate the

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lease when it is reasonably certain that the Company will exercise that option. The Company has elected not to recognize right-of-use assets and lease liabilities for short-term operating leases that have a term of 1 year or less.

The components of lease expense were as follows:
 
 
 
 
Thirteen Weeks Ended
(in thousands)
 
Statement of Operations Caption
 
November 30, 2019
Operating lease cost:
 
 
 
 
Lease cost
 
Cost of goods sold and General and administrative
 
$
806

Variable lease cost (1)
 
Cost of goods sold and General and administrative
 
310

Operating lease cost
 
 
 
1,116

 
 
 
 
 
Short term lease cost
 
General and administrative
 
6

 
 
 
 
 
Finance lease cost:
 
 
 
 
Amortization of right-of use assets
 
Cost of goods sold
 
70

Interest on lease liabilities
 
Interest expense
 
16

Total finance lease cost
 
 
 
86

 
 
 
 
 
Total lease cost
 
 
 
$
1,208

(1) Variable lease cost primarily consists of common area maintenance, such as cleaning and repairs.

The gross amounts of assets and liabilities related to both operating and finance leases are as follows:
(in thousands)
 
Balance Sheet Caption
 
November 30, 2019
Assets
 
 
 
 
Operating lease right of use assets
 
Other long-term assets
 
$
25,895

Finance lease right of use assets
 
Property and equipment, net
 
1,211

Total lease assets
 
 
 
$
27,106

 
 
 
 
 
Liabilities
 
 
 
 
Current:
 
 
 
 
Operating lease liabilities
 
Accrued expenses and other current liabilities
 
$
4,283

Finance lease liabilities
 
Current maturities of long-term debt
 
261

Long-term:
 
 
 
 
Operating lease liabilities
 
Other long-term liabilities
 
22,084

Finance lease liabilities
 
Long-term debt, less current maturities
 
888

Total lease liabilities
 
 
 
$
27,516



Future maturities of lease liabilities were as follows:
 
 
Operating Leases
 
Finance Leases
Fiscal year ending:
 
 
 
 
Remainder of 2020
 
$
4,220

 
$
235

2021
 
5,112

 
313

2022
 
4,601

 
313

2023
 
3,985

 
278

2024
 
3,199

 
145

Thereafter
 
11,674

 

Total lease payments
 
32,791

 
1,284

Less: Interest
 
(6,424
)
 
(135
)
Present value of lease liabilities
 
$
26,367

 
$
1,149




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As of November 30, 2019, the Company did not have any significant additional operating or finance leases that have not yet commenced.

The weighted-average remaining lease term and weighted-average discount rate for operating and finance leases at November 30, 2019 is as follows:
 
 
Operating Leases
 
Finance Leases
Weighted-average remaining lease term (in years)
 
7.3

 
4.4

Weighted-average discount rate
 
5.9
%
 
5.6
%


Supplemental and other information related to leases was as follows:
 
 
Thirteen Weeks Ended
 
 
November 30, 2019
Cash paid for amounts included in the measurement of lease liabilities
 
 
Operating cash flows from operating leases
 
$
1,170

Operating cash flows from finance leases
 
11

Financing cash flows from finance leases
 
78



Comparative Information as Reported Under Previous Accounting Standards

The following comparative information is reported based upon previous accounting standards in effect for the periods presented.

Future minimum payments under lease arrangements with a remaining term in excess of one year were as follows as of August 31, 2019:
(in thousands)
 
August 31, 2019
2020
 
$
2,546

2021
 
1,947

2022
 
1,677

2023
 
1,093

2024
 
87

Thereafter
 
56

Total
 
$
7,406



For the thirteen weeks ended November 24, 2018 rent expense for operating leases were $0.5 million.

10. Commitments and Contingencies

Litigation

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

During the fifty-three week period ended August 31, 2019, the Company reserved $3.5 million for the potential settlement of class action litigation concerning certain product label claims. During the thirteen weeks ended November 30, 2019, the Company reserved an additional $0.3 million. The reserve is included within General and administrative in the Consolidated Statements of Operations and Comprehensive (Loss) Income and Accrued expenses and other current liabilities in the Consolidated Balance Sheets.


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Other

The Company has entered into endorsement contracts with certain celebrity figures and social media influencers to promote and endorse the Atkins and Quest brands and product lines. These contracts contain endorsement fees, which are expensed ratably over the life of the contract, and performance fees, that are recognized at the time of achievement. Based on the terms of the contracts in place and achievement of performance conditions as of November 30, 2019, the Company will be required to make payments of $2.7 million over the next year.

11. Stockholders’ Equity

Public Equity Offering

On October 9, 2019, we completed an underwritten public offering of 13,379,205 shares of our common stock at a price to the public of $26.35 per share. The Company paid underwriting discounts and commissions of $0.19 per share resulting in net proceeds to us of $26.16 per share (the “Offering”), or approximately $350.0 million. The Company paid $0.8 million for legal, accounting and registrations fees related to the Offering. The net proceeds were used to pay a portion of the purchase price and related fees and expenses for the Acquisition of Quest.

Equity Warrants

Prior to the Acquisition of Atkins, Conyers Park issued 6,700,000 private placement warrants. Simply Good Foods assumed the Conyers Park equity warrants in connection with the Acquisition of Atkins. As a result of the Acquisition of Atkins, the warrants issued by Conyers Park were no longer exercisable for shares of Conyers Park common stock, but were instead exercisable for common stock of Simply Good Foods. All other features of the warrants were unchanged. The Company’s private warrants to purchase 6,700,000 shares of the Company’s common stock remain outstanding.

Stock Repurchase Program

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

During the thirteen weeks ended November 30, 2019, the Company did not repurchase any shares of common stock. As of November 30, 2019, approximately $47.9 million remained available under the stock repurchase program.

12. Earnings Per Share

Basic earnings per share is based on the weighted average number of common shares issued and outstanding. In periods in which the Company has net income, 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.

In periods in which the Company has a net loss, diluted earnings per share is based on the weighted average number of common shares issued and outstanding. The effect of including common stock equivalents outstanding is considered anti-dilutive.


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The following table reconciles the numerators and denominators used in the computations of both basic and diluted earnings per share:
 
 
Thirteen Weeks Ended
(In thousands, except per share data)
 
November 30, 2019
 
November 24, 2018
Basic earnings per share computation:
 
 
 
 
Numerator:
 
 
 
 
Net (loss) income
 
$
(4,793
)
 
$
15,257

Denominator:
 
 
 
 
Weighted average common shares - basic
 
89,708,633

 
77,290,307

Basic earnings per share from net (loss) income
 
$
(0.05
)
 
$
0.20

Diluted earnings per share computation:
 
 
 
 
Numerator:
 
 
 
 
Net (loss) income
 
$
(4,793
)
 
$
15,257

Denominator:
 
 
 
 
Weighted average common shares outstanding - basic
 
89,708,633

 
77,290,307

Public and Private Warrants
 

 
4,892,604

Employee stock options
 

 
559,659

Non-vested shares
 

 
32,191

Weighted average common shares - diluted
 
89,708,633

 
82,774,761

Diluted earnings per share from net (loss) income
 
$
(0.05
)
 
$
0.18



Earnings per share calculations for the thirteen weeks ended November 30, 2019 and November 24, 2018 excluded 2.7 million and 0.2 million shares of stock options issuable upon exercise, respectively, that would have been anti-dilutive. Earnings per share calculations for the thirteen weeks ended November 30, 2019 excluded 0.3 million non-vested shares that would have been anti-dilutive. An immaterial number of non-vested shares were excluded from earnings per share calculations for the thirteen weeks ended November 24, 2018.

13. Stock Option Plan

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

The Company recorded $1.7 million and $1.1 million of stock-based compensation expense in the thirteen weeks ended November 30, 2019 and November 24, 2018, respectively.

Stock Options

The following table summarizes stock option activity for the thirteen weeks ended November 30, 2019:
 
 
Shares
 
Weighted average
exercise price
 
Weighted average remaining contractual life (in years)
Outstanding as of August 31, 2019
 
2,748,735

 
$
13.35

 
 
Granted
 
194,014

 
24.20

 
 
Exercised
 
(17,372
)
 
12.00

 
 
Forfeited
 

 

 
 
Outstanding as of November 30, 2019
 
2,925,377

 
$
14.08

 
8.02
 
 
 
 
 
 
 
Vested and expected to vest as of November 30, 2019
 
2,925,377

 
$
14.08

 
8.02
 
 
 
 
 
 
 
Exercisable as of November 30, 2019
 
1,579,067

 
$
12.67

 
7.75



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As of November 30, 2019, the Company had $5.4 million of total unrecognized compensation cost related to stock option plans that will be recognized over a weighted average period of 1.33 years. During the thirteen week period ended November 30, 2019, the Company received $0.2 million in cash from stock option exercises.

Restricted Stock Units

The following table summarizes restricted stock unit activity for the thirteen weeks ended November 30, 2019:
 
 
Units
 
Weighted average
grant-date fair value
Non-vested as of August 31, 2019
 
92,400

 
$
17.50

Granted
 
121,174

 
25.58

Vested
 
(49,785
)
 
18.26

Forfeited
 
(882
)
 
13.91

Non-vested as of November 30, 2019
 
162,907

 
$
23.30



As of November 30, 2019, the Company had $3.4 million of total unrecognized compensation cost related to restricted stock units that will be recognized over a weighted average period of 2.13 years.

Performance Stock Units

During the thirteen weeks ended November 30, 2019, the board of directors granted performance stock units under the Company’s equity compensation plan. Performance stock units vest in a range between 0% and 200% based upon certain performance criteria in a three-year period. Performance stock units were valued using a Monte-Carlo simulation.

The following table summarizes performance stock unit activity for the thirteen weeks ended November 30, 2019:
 
 
Units
 
Weighted average
grant-date fair value
Non-vested as of August 31, 2019
 
192,389

 
$
11.93

Granted
 
121,288

 
27.39

Vested
 

 

Forfeited
 
(524
)
 
11.93

Non-vested as of November 30, 2019
 
313,153

 
$
17.92



As of November 30, 2019, the Company had $4.7 million of total unrecognized compensation cost related to performance stock units that will be recognized over a weighted average period of 2.33 years.

Stock Appreciation Rights

Stock appreciation rights ("SARs") permit the holder to participate in the appreciation of the Company's Common Stock price. The Company's SARs settle in shares of Common Stock once the applicable vesting criteria has been met. Stock appreciation rights cliff vest 3 years from the date of grant and must be exercised within 10 years.


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The following table summarizes SARs activity for the thirteen weeks ended November 30, 2019: