0001702744-20-000006 | 10-Q | XBRL Viewer

Operating Leases

Finance Leases

Weighted-average remaining lease term (in years)

Weighted-average discount rate

Cover - shares	3 Months Ended
Cover - shares	Nov. 30, 2019	Jan. 03, 2020
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Entity Registrant Name	The Simply Good Foods Company
Entity Central Index Key	0001702744
Document Period End Date	Nov. 30, 2019
Document Fiscal Period Focus	Q1
Entity File Number	001-38115
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	82-1038121
Entity Address, Address Line One	1225 17th Street, Suite 1000
Entity Address, City or Town	Denver
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80202
City Area Code	303
Local Phone Number	633-2840
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	SMPL
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Current Fiscal Year End Date	--08-29
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		95,333,804
Document Transition Report	false
Amendment Flag	false
Document Fiscal Year Focus	2020

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Nov. 30, 2019	Aug. 31, 2019
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
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	0	0
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

Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares	Nov. 30, 2019	Aug. 31, 2019
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)	95,416,772	81,973,284
Treasury stock (in shares)	98,234	98,234

Condensed Consolidated Statements of Operations and Comprehensive Income - USD ($) $ in Thousands	3 Months Ended
	Nov. 30, 2019	Nov. 24, 2018
Income Statement [Abstract]
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	0	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	0	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	0	142
Comprehensive (loss) income	$ (4,793)	$ 15,399
Earnings per share from net (loss) income:
Basic (in dollars per share)	$ (0.05)	$ 0.20
Diluted (in dollars per share)	$ (0.05)	$ 0.18
Weighted average shares outstanding:
Basic (in shares)	89,708,633	77,290,307
Diluted (in shares)	89,708,633	82,774,761

Condensed Consolidated Statements of Cash Flows - USD ($)	3 Months Ended
	Nov. 30, 2019	Nov. 24, 2018
Operating lease right-of-use assets recognized after ASU 2016-02 transition	$ 20,829,000	$ 0
Operating activities
Net (loss) income	(4,793,000)	15,257,000
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization	2,525,000	1,886,000
Amortization of deferred financing costs and debt discount	455,000	334,000
Stock compensation expense	1,673,000	1,061,000
Loss on fair value change of contingent consideration - TRA liability	0	533,000
Gain on settlement of TRA liability	0	(1,534,000)
Unrealized (gain) loss on foreign currency transactions	(16,000)	398,000
Deferred income taxes	(1,853,000)	4,465,000
Amortization of operating lease right-of-use asset	626,000	0
Other Operating Activities, Cash Flow Statement	566,000	0
Changes in operating assets and liabilities, net of acquisition:
Accounts receivable, net	4,304,000	(592,000)
Inventories	(9,740,000)	(8,112,000)
Prepaid expenses	(3,513,000)	(2,042,000)
Other current assets	(1,416,000)	(2,567,000)
Accounts payable	(6,533,000)	5,777,000
Accrued interest	1,536,000	(36,000)
Accrued expenses and other current liabilities	8,556,000	(1,885,000)
Other assets and liabilities	(305,000)	5,000
Net cash (used in) provided by operating activities	(7,928,000)	12,948,000
Investing activities
Purchases of property and equipment	(280,000)	(494,000)
Increase (Decrease) in Notes Receivables	(1,250,000)	0
Acquisition of business, net of cash acquired	(984,201,000)	0
Net cash (used in) investing activities	(985,731,000)	(494,000)
Financing activities
Proceeds from option exercises	208,000	53,000
Issuance of common stock	(70,000)	0
Payments of finance lease obligations	(78,000)	0
Cash received from warrant exercises	0	113,464,000
Payment of TRA liability	0	26,468,000
Payments of Financing Costs	(8,208,000)	0
Principal payments of long-term debt	(1,000,000)	(500,000)
Proceeds from Issuance of Common Stock	352,542,000	0
Payments of Stock Issuance Costs	(3,323,000)	0
Proceeds from Issuance of Long-term Debt	460,000,000	0
Net cash provided by financing activities	800,071,000	86,549,000
Cash and cash equivalents
Net increase (decrease) in cash	(193,588,000)	99,003,000
Effect of exchange rate on cash	(42,000)	(213,000)
Cash at beginning of period	266,341,000	111,971,000
Cash and cash equivalents at end of period	72,711,000	210,761,000
Supplemental disclosures of cash flow information
Cash paid for interest	2,978,000	2,963,000
Cash paid for taxes	373,000	353,000
Operating lease right-of-use assets recognized at ASU 2016-02 transition	5,102,000	0
Finance lease right-of-use assets recognized at ASU 2016-02 transition	$ 1,211,000	$ 0

Condensed Consolidated Statements of Stockholders Equity Statement - USD ($) $ in Thousands	Total	Common Stock	Treasury Stock	Additional Paid-in Capital	Retained Earnings	Accumulated Other Comprehensive Loss
Beginning balance at Aug. 25, 2018	$ 672,601	$ 706	$ 0	$ 614,399	$ 58,294	$ (798)
Beginning balance (in shares) at Aug. 25, 2018		70,605,675
Beginning balance, Treasury (in shares) at Aug. 25, 2018			0
Net (loss) 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	0	$ 1		(1)
Shares issued upon vesting of Restricted Stock Units (in shares)		67,500
Exercise of options to purchase common stock	53	$ 0		53
Exercise of options to purchase common stock (in shares)		4,444
Warrant conversion	113,464	$ 112		113,352
Warrant conversion (in shares)		11,200,299
Ending balance (in shares) at Nov. 24, 2018		81,877,918
Ending balance, Treasury (in shares) at Nov. 24, 2018			0
Ending balance at Nov. 24, 2018	802,578	$ 819	$ 0	728,864	73,551	(656)
Beginning balance at Aug. 31, 2019	$ 837,444	$ 820	$ (2,145)	733,775	105,830	(836)
Beginning balance (in shares) at Aug. 31, 2019		81,973,284
Beginning balance, Treasury (in shares) at Aug. 31, 2019	98,234		98,234
Net (loss) income	$ (4,793)				(4,793)
Stock-based compensation	1,673			1,673
Foreign currency translation adjustments	$ 0					0
Public equity officering (in shares)	13,379,205
Public equity offering	$ 349,219	$ 134		349,085
Shares issued upon vesting of Restricted Stock Units	(70)	$ 0		(70)
Shares issued upon vesting of Restricted Stock Units (in shares)		46,911
Exercise of options to purchase common stock	$ 208	$ 0		208
Exercise of options to purchase common stock (in shares)		17,372
Ending balance (in shares) at Nov. 30, 2019		95,416,772
Ending balance, Treasury (in shares) at Nov. 30, 2019	98,234		98,234
Ending balance at Nov. 30, 2019	$ 1,183,681	$ 954	$ (2,145)	$ 1,084,671	$ 101,037	$ (836)

Nature of Operations and Principles of Consolidation	3 Months Ended
Nature of Operations and Principles of Consolidation	Nov. 30, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
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.

Summary of Significant Accounting Policies

3 Months Ended

Nov. 30, 2019

Accounting Policies [Abstract]

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

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.

Business Combination (Notes)

3 Months Ended

Nov. 30, 2019

Business Combinations [Abstract]

Business Combination Disclosure [Text Block]

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.

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

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.

Revenue Recognition

3 Months Ended

Nov. 30, 2019

Revenue from Contract with Customer [Abstract]

Revenue from Contract with Customer [Text Block]

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.

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.

Goodwill and Intangibles

3 Months Ended

Nov. 30, 2019

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangibles

oodwill 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



		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

Long-Term Debt and Line of Credit

3 Months Ended

Nov. 30, 2019

Debt Disclosure [Abstract]

Long-Term Debt and Line of Credit

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

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.

Fair Value of Financial Instruments	3 Months Ended
Fair Value of Financial Instruments	Nov. 30, 2019
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. 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.

- 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

3 Months Ended

Nov. 30, 2019

Income Tax Disclosure [Abstract]

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.

Leases (Notes)

3 Months Ended

Nov. 30, 2019

Leases [Abstract]

Leases of Lessee Disclosure [Text Block]

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

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

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:

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.

Commitments and Contingencies	3 Months Ended
Commitments and Contingencies	Nov. 30, 2019
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	tigation 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. 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.

Stockholders' Equity	3 Months Ended
Stockholders' Equity	Nov. 30, 2019
Equity [Abstract]
Stockholders' Equity	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.

Earnings Per Share

3 Months Ended

Nov. 30, 2019

Earnings Per Share [Abstract]

Earnings Per Share

asic 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.

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.

Stock Option Plan

3 Months Ended

Nov. 30, 2019

Share-based Payment Arrangement [Abstract]

Stock Option Plan

tock-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

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.

The following table summarizes SARs 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	—	$	—
Granted	150,000	24.20
Exercised	—	—
Forfeited	—	—
Outstanding as of November 30, 2019	150,000	$	24.20	9.92

Vested and expected to vest as of November 30, 2019	150,000	$	24.2	9.92

Exercisable as of November 30, 2019	—	$	—	0.00

As of November 30, 2019, the Company had $0.4 million of total unrecognized compensation cost related to its SARs that will be recognized over a weighted average period of 2.92 years.

Related Party Transactions	3 Months Ended
Related Party Transactions	Nov. 30, 2019
Related Party Transactions [Abstract]
Related Party Transactions	x Receivable Agreement During the thirteen weeks ended November 24, 2018, the Company entered into the Termination Agreement, pursuant to which, the Company paid $26.5 million to settle the TRA (the “Termination Payment”), which provided former stockholders of Atkins with payments for federal, state, local and non-U.S. tax benefits deemed realized by the Company. Under the Termination Agreement, each of the parties thereto agreed to terminate the TRA and to release and discharge any and all obligations and liabilities of the other parties thereunder effective as of the exchange agent’s receipt of the Termination Payment. Richard Laube, a former director of the Company, Joseph Scalzo, our president and Chief Executive Officer and a director of the Company, and Scott Parker, our Chief Marketing Officer, were each former stockholders of Atkins and received their respective pro rata share of the Termination Payment as additional consideration for their former stock ownership in accordance with the terms of the Merger Agreement.

Segment and Customer Information	3 Months Ended
Segment and Customer Information	Nov. 30, 2019
Segment Reporting [Abstract]
Segment and Customer Information	Following the Acquisition of Quest, the Company's operations are organized into two operating segments; Atkins and Quest, which are aggregated into one reporting segment, due to similar financial, economic and operating characteristics. The operating segments are also similar in the following areas: (a) the nature of the products; (b) the nature of the production processes; (c) the methods used to distribute products to customers, (d) the type of customer for the products, and (e) the nature of the regulatory environment. The results of the operating segments are reviewed by the Company’s chief operating decision maker, our Chief Executive Officer, to make decisions about resource expenditures and assessing financial performance. These operating segments are therefore aggregated into the Company’s only reportable segment.

Summary of Significant Accounting Policies (Policies)	3 Months Ended
Summary of Significant Accounting Policies (Policies)	Nov. 30, 2019
Accounting Policies [Abstract]
New Accounting Pronouncements, Policy [Policy Text Block]	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 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.
Basis of Accounting, Policy [Policy Text Block]	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.

Summary of Significant Accounting Policies Change in Accounting Principle (Tables)

3 Months Ended

Nov. 24, 2018

Change in Accounting Principle [Abstract]

Schedule of New Accounting Pronouncements and Changes in Accounting Principles [Table Text Block]



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

Business Combination (Tables)

3 Months Ended

Nov. 30, 2019

Business Combinations [Abstract]

Schedule of Business Acquisitions, by Acquisition [Table Text Block]



(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

Business Combination, Revenues of Acquired Entity



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

Business Acquisition, Pro Forma Information [Table Text Block]

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	)

Revenue Recognition (Tables)

3 Months Ended

Nov. 30, 2019

Revenue from Contract with Customer [Abstract]

Disaggregation of Revenue



	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.

Goodwill and Intangibles (Tables)

3 Months Ended

Nov. 30, 2019

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill [Table Text Block]

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

Schedule of Finite-Lived Intangible Assets

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



		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

Schedule of Indefinite-Lived Intangible Assets

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



		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

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 2020	$	11,683
2021	15,327
2022	15,094
2023	14,829
2024	14,333
2025 and thereafter	119,891
Total	$	191,157

Long-Term Debt and Line of Credit (Tables)

3 Months Ended

Nov. 30, 2019

Debt Disclosure [Abstract]

Schedule of Debt

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

- 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

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+ Details

Income Taxes (Tables)

3 Months Ended

Nov. 30, 2019

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 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		%

Leases (Tables)

3 Months Ended

Nov. 30, 2019

Leases [Abstract]

Lease, Cost [Table Text Block]

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.

Lease assets and liabilities [Table Text Block]

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

Finance Lease, Liability, Maturity [Table Text Block]

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

Lessee, Operating Lease, Liability, Maturity [Table Text Block]

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

Schedule of Weighted Average Remaining Lease Terms [Table Text Block]

The weighted-average remaining lease term and weighted-average discount rate for operating and finance leases at November 30, 2019 is as follows:

Schedule of Supplemental Cash Flow Information Related to Leases [Table Text Block]

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

Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block]

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

Earnings Per Share (Tables)

3 Months Ended

Nov. 30, 2019

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

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



	Thirteen Weeks Ended
(In thousands, except per share data)	November 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

Stock Option Plan (Tables)

3 Months Ended

Nov. 30, 2019

Share-based Payment Arrangement [Abstract]

Stock option activity

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

Restricted stock activity

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

Performance stock unit activity

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

Stock appreciation right activity

The following table summarizes SARs 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	—	$	—
Granted	150,000	24.20
Exercised	—	—
Forfeited	—	—
Outstanding as of November 30, 2019	150,000	$	24.20	9.92

Vested and expected to vest as of November 30, 2019	150,000	$	24.2	9.92

Exercisable as of November 30, 2019	—	$	—	0.00

Summary of Significant Accounting Policies Change in Accounting Principle (Details) - USD ($) $ in Thousands	3 Months Ended
	Nov. 30, 2019	Nov. 24, 2018	Nov. 07, 2019	Sep. 01, 2019	Aug. 31, 2019
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Cost of goods sold	$ 89,947	$ 69,011
Distribution		0
General and administrative	18,145	11,998
Depreciation and amortization	2,453	1,849
New accounting pronouncements
Operating lease, right-of-use asset	25,895
Operating lease, liability, current	4,283
Operating lease, liability, noncurrent	22,084
Finance lease, right-of-use asset	1,211
Finance lease, liability, current	261				$ 0
Finance lease, liability, noncurrent	$ 888
Change in Accounting Principle and Presentation
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Cost of goods sold		7,191
Distribution		(5,284)
General and administrative		(1,870)
Depreciation and amortization		(37)
As Previously Reported
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Cost of goods sold		61,820
Distribution		5,284
General and administrative		13,868
Depreciation and amortization		$ 1,886
Other long-term assets
New accounting pronouncements
Operating lease, right-of-use asset			$ 20,800	$ 5,100
Accrued expenses and other current liabilities
New accounting pronouncements
Operating lease, liability, current			1,900	1,900
Other long-term liabilities
New accounting pronouncements
Operating lease, liability, noncurrent			$ 18,900	3,900
Property and equipment
New accounting pronouncements
Finance lease, right-of-use asset				1,200
Current maturities of long-term debt
New accounting pronouncements
Finance lease, liability, current				200
Long-term debt
New accounting pronouncements
Finance lease, liability, noncurrent				$ 1,000

Business Combination (Details) - USD ($) $ in Thousands	Nov. 07, 2019	Oct. 09, 2019
Business Acquisition [Line Items]
Payments to acquire business, equity issuance		$ 350,000
Acquisition of Quest
Business Acquisition [Line Items]
Total purchase price	$ 988,946
Payments to acquire business, cash on hand	195,300
Payments to acquire business, equity issuance		$ 350,000
Proceeds from long-term line of credit	443,600
Transaction advisory fees	14,500
Banker commitment fees	3,200
Non-deferrable debt issuance costs	6,100
Legal, due diligence and accounting fees	2,300
Intangible assets, net	848,375
Deferred income taxes	13,982
Property and equipment, net	10,363
Centerview Partners \| Acquisition of Quest
Business Acquisition [Line Items]
Transaction advisory fees	12,000
Brands and trademarks \| Acquisition of Quest
Business Acquisition [Line Items]
Intangible assets, net	730,000
Customer relationships \| Acquisition of Quest
Business Acquisition [Line Items]
Intangible assets, net	115,000
Tax deductible goodwill	82,400
Customer relationships \| Software and website development costs
Business Acquisition [Line Items]
Intangible assets, net	3,400
Leasehold improvements \| Acquisition of Quest
Business Acquisition [Line Items]
Property and equipment, net	6,900
Furniture and fixtures \| Acquisition of Quest
Business Acquisition [Line Items]
Property and equipment, net	2,200
Equipment \| Acquisition of Quest
Business Acquisition [Line Items]
Property and equipment, net	$ 1,300

Business Combination (Details 2) - USD ($) $ in Thousands	3 Months Ended
Business Combination (Details 2) - USD ($) $ in Thousands	Nov. 30, 2019	Nov. 24, 2018	Nov. 07, 2019	Aug. 31, 2019
Business Combination, Consideration Transferred [Abstract]
Goodwill	$ 567,464			$ 471,427
Business Combination, Description [Abstract]
Net sales	152,153	$ 120,931
Acquisition of Quest
Business Combination, Consideration Transferred [Abstract]
Cash and equivalents			$ 4,745
Accounts receivable, net			29,613
Inventories			43,091
Prepaid assets			1,214
Other current assets			3,821
Property and equipment, net			10,363
Intangible assets, net			848,375
Other long-term assets			20,997
Accounts payable			25,200
Other current liabilities			11,237
Deferred income taxes			13,982
Other long-term liabilities			18,891
Total identifiable net assets			892,909
Goodwill			96,037
Total assets acquired and liabilities assumed			$ 988,946
Business Combination, Description [Abstract]
Net sales	$ 17,082

Business Combination (Details 3) - Acquisition of Quest - USD ($) $ in Thousands	3 Months Ended
	Nov. 30, 2019	Nov. 24, 2018
Business Acquisition [Line Items]
Pro forma revenue	$ 220,556	$ 189,945
Pro forma gross profit	88,188	61,587
Pro forma net income (loss)	$ 15,648	$ (19,083)

Revenue Recognition (Details) - USD ($) $ in Thousands	3 Months Ended
Revenue Recognition (Details) - USD ($) $ in Thousands	Nov. 30, 2019	Nov. 24, 2018
Disaggregation of revenue
Net sales	$ 152,153	$ 120,931
North America
Disaggregation of revenue
Net sales	127,812	114,606
International
Disaggregation of revenue
Net sales	7,259	6,325
Atkins
Disaggregation of revenue
Net sales	135,071	120,931
Quest
Disaggregation of revenue
Net sales	$ 17,082	$ 0

Goodwill and Intangibles - Narrative (Details) - USD ($)	3 Months Ended
	Nov. 30, 2019	Nov. 24, 2018
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill, Impaired, Accumulated Impairment Loss	$ 0
Intangible asset amortization expense	$ 2,300,000	$ 1,600,000

Goodwill and Intangibles - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended
	Nov. 30, 2019	Aug. 31, 2019
Intangible assets with finite lives:
Intangible assets, Gross carrying amount	$ 1,170,664	$ 320,000
Accumulated amortization	17,507	13,861
Intangible assets, Net carrying amount	1,153,157	306,139
Finite-lived intangible assets, Net carrying amount	$ 191,157
Customer relationships
Intangible assets with finite lives:
Useful life	15 years
Finite-lived intangible assets, Gross carrying amount	$ 174,000	59,000
Accumulated amortization	9,803	8,382
Finite-lived intangible assets, Net carrying amount	164,197	50,618
Software and website development costs
Intangible assets with finite lives:
Finite-lived intangible assets, Gross carrying amount	5,664
Accumulated amortization	1,582
Finite-lived intangible assets, Net carrying amount	$ 4,082
Proprietary recipes and formulas
Intangible assets with finite lives:
Useful life	7 years
Finite-lived intangible assets, Gross carrying amount	$ 7,000	7,000
Accumulated amortization	2,381	2,131
Finite-lived intangible assets, Net carrying amount	$ 4,619	4,869
Licensing agreements
Intangible assets with finite lives:
Useful life	14 years
Finite-lived intangible assets, Gross carrying amount	$ 22,000	22,000
Accumulated amortization	3,741	3,348
Finite-lived intangible assets, Net carrying amount	$ 18,259	18,652
Minimum \| Software and website development costs
Intangible assets with finite lives:
Useful life	3 years
Maximum \| Software and website development costs
Intangible assets with finite lives:
Useful life	5 years
Brands and trademarks
Intangible assets with indefinite lives:
Indefinite-lived intangible assets	$ 962,000	$ 232,000

Goodwill and Intangibles - Schedule of Finite-Lived Intangible Assets, Future Amortization Expense (Details) $ in Thousands	Nov. 30, 2019 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
Remainder of 2020	$ 11,683
2020	15,327
2021	15,094
2022	14,829
2023	14,333
2025 and thereafter	119,891
Finite-lived intangible assets, Net carrying amount	$ 191,157

Goodwill and Intangibles Goodwill Rollforward (Details) - USD ($) $ in Thousands	3 Months Ended
	Nov. 30, 2019	Aug. 31, 2019
Goodwill [Line Items]
Goodwill	$ 567,464	$ 471,427
Changes in goodwill	$ 96,037

Long-Term Debt and Line of Credit - Narrative (Details) - USD ($) $ in Millions				3 Months Ended
	Nov. 07, 2019	Mar. 16, 2018	Jul. 07, 2017	Nov. 30, 2019
Debt Instrument [Line Items]
Letters of Credit Outstanding, Amount				$ 5.0
Term Loan
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Effective Percentage				5.70%
Proceeds from long-term line of credit	$ 460.0
Term Loan \| LIBOR
Debt Instrument [Line Items]
Basis spread on variable rate	3.75%
Finance leases
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Effective Percentage				5.60%
Barclays Bank PLC and Other Parties \| Term Loan
Debt Instrument [Line Items]
Borrowing capacity			$ 200.0
Maturity period			7 years
Barclays Bank PLC and Other Parties \| Revolving Credit Facility
Debt Instrument [Line Items]
Borrowing capacity			$ 75.0
Maturity period			5 years
Proceeds from long-term line of credit				$ 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%
Repayments of principal in next twelve months				$ 5.0
Line of Credit \| Base Rate
Debt Instrument [Line Items]
Basis spread on variable rate	2.75%
Line of Credit \| Barclays Bank PLC and Other Parties \| Base Rate
Debt Instrument [Line Items]
Basis spread on variable rate		2.50%	0.50%
Line of Credit \| Barclays Bank PLC and Other Parties \| Eurocurrency
Debt Instrument [Line Items]
Basis spread on variable rate			1.00%
Line of Credit \| Barclays Bank PLC and Other Parties \| LIBOR
Debt Instrument [Line Items]
Basis spread on variable rate		3.50%
Line of Credit \| Barclays Bank PLC and Other Parties \| Term Loan \| Eurocurrency
Debt Instrument [Line Items]
Basis spread on variable rate			3.00%
Line of Credit \| Barclays Bank PLC and Other Parties \| Term Loan \| LIBOR
Debt Instrument [Line Items]
Basis spread on variable rate			4.00%
Interest rate floor			1.00%
Line of Credit \| Barclays Bank PLC and Other Parties \| Revolving Credit Facility \| Eurocurrency
Debt Instrument [Line Items]
Basis spread on variable rate			2.00%
Line of Credit \| Barclays Bank PLC and Other Parties \| 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	Nov. 30, 2019	Aug. 31, 2019
Debt Disclosure [Abstract]
Debt, gross	$ 655,500	$ 196,500
Finance Lease, Liability	1,149	0
Less: Deferred financing fees	13,324	5,565
Total debt	643,325	190,935
long-term debt, current maturities, term loan	5,030	676
Finance lease, liability, current	261	0
Long-term debt, net of deferred financing fees	638,034	190,259
Deferred financing fees, current	$ 0	$ 1,300

Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands	3 Months Ended
	Nov. 30, 2019	Nov. 24, 2018
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Loss in fair value change of contingent consideration - TRA liability	$ 0	$ 533
Gain of settlement of TRA liability	$ 0	$ 1,534

Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands	3 Months Ended
	Nov. 30, 2019	Nov. 24, 2018
Income Tax Disclosure [Abstract]
Income before income taxes	$ (6,522)	$ 19,882
Provision (benefit) for income taxes	$ (1,729)	$ 4,625
Effective tax rate	26.50%	23.30%

Income Taxes - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended
Income Taxes - Narrative (Details) - USD ($) $ in Thousands	Nov. 30, 2019	Nov. 24, 2018
Income Tax Disclosure [Abstract]
Effective tax rate difference	3.20%
Payment of TRA liability	$ 0	$ 26,468
Loss in fair value change of contingent consideration - TRA liability	0	533
Gain on settlement of TRA liability	$ 0	$ (1,534)

Leases (Details) - USD ($) $ in Thousands	3 Months Ended
Leases (Details) - USD ($) $ in Thousands	Nov. 30, 2019	Nov. 24, 2018	Aug. 31, 2019
Components of lease expense
Lease cost	$ 806
Variable lease cost (1)	310
Operating lease cost	1,116
Short term lease cost	6
Amortization of right-of use assets	70
Interest on lease liabilities	16
Total finance lease cost	86
Total lease cost	1,208
Assets and liabilities, lessee
Operating lease, right-of-use asset	25,895
Finance lease, right-of-use asset	1,211
Total lease assets	27,106
Operating lease, liability, current	4,283
Finance lease, liability, current	261		$ 0
Operating lease, liability, noncurrent	22,084
Finance lease, liability, noncurrent	888
Total lease liabilities	27,516
Future maturities of lease liabilities, operating leases
Remainder of 2020	4,220
2021	5,112
2022	4,601
2023	3,985
2024	3,199
Thereafter	11,674
Total lease payments	32,791
Less: Interest	(6,424)
Present value of lease liabilities	26,367
Future maturities of lease liabilities, finance leases
Remainder of 2020	235
2021	313
2022	313
2023	278
2024	145
Thereafter	0
Total lease payments	1,284
Less: Interest	(135)
Present value of lease liabilities	$ 1,149		$ 0
Finance Lease, Weighted Average Discount Rate, Percent	5.60%
Finance Lease, Weighted Average Remaining Lease Term	4 years 4 months 24 days
Operating Lease, Weighted Average Discount Rate, Percent	5.90%
Operating Lease, Weighted Average Remaining Lease Term	7 years 3 months 18 days
Supplemental and other information related to leases
Operating cash flows from operating leases	$ 1,170
Operating cash flows from finance leases	11
Financing cash flows from finance leases	$ 78	$ 0

Leases (Details 2) - USD ($) $ in Thousands	3 Months Ended
Leases (Details 2) - USD ($) $ in Thousands	Nov. 24, 2018	Aug. 31, 2019
Leases [Abstract]
Rent expense	$ 500
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract]
2020		$ 2,546
2021		1,947
2022		1,677
2023		1,093
2024		87
Thereafter		56
Total		$ 7,406

Commitments and Contingencies (Details) - USD ($) $ in Millions	3 Months Ended	12 Months Ended
	Nov. 24, 2018	Aug. 31, 2019	Nov. 30, 2019
Commitments and Contingencies Disclosure [Abstract]
Litigation Settlement, Expense	$ 0.3	$ 3.5
Other commitment payment obligation			$ 2.7

Stockholders' Equity (Details) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended
	Oct. 09, 2019	Nov. 30, 2019	Nov. 24, 2018
Class of Stock [Line Items]
Equity Issuance costs, Legal	$ 800
Shares, Issued	13,379,205
Shares issued price per share to public	$ 26.35
Underwriting discounts and commissions, Price per share	0.19
Shares issued proceeds per shares	$ 26.16
Proceeds from issuance of equity	$ 350,000
Cash received from warrant exercises		$ 0	$ 113,464
Stock Repurchase Program, Remaining Authorized Repurchase Amount		$ 47,900
Private Placement Warrants
Class of Stock [Line Items]
Warrants issued (in shares)		6,700,000
Treasury Stock
Class of Stock [Line Items]
Stock repurchase program, authorized amount		$ 50,000

Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Nov. 30, 2019	Nov. 24, 2018
Numerator:
Net (loss) income	$ (4,793)	$ 15,257
Denominator:
Weighted average common shares - basic (in shares)	89,708,633	77,290,307
Basic earnings per share from net income (in dollars per share)	$ (0.05)	$ 0.20
Numerator:
Net (loss) income	$ (4,793)	$ 15,257
Denominator:
Weighted average common shares - basic (in shares)	89,708,633	77,290,307
Public and Private Warrants	0	4,892,604
Employee stock options	0	559,659
Non-vested shares	0	32,191
Weighted average common shares - diluted (in shares)	89,708,633	82,774,761
Diluted earnings per share from net income (in dollars per share)	$ (0.05)	$ 0.18
Stock Options
Earnings per share, diluted
Antidilutive securities excluded from computation of earnings per share	2,700,000	200,000
Restricted Stock Units
Earnings per share, diluted
Antidilutive securities excluded from computation of earnings per share	300,000

Stock Option Plan (Details) - USD ($) $ in Thousands	3 Months Ended
Stock Option Plan (Details) - USD ($) $ in Thousands	Nov. 30, 2019	Nov. 24, 2018
Share-based Compensation Arrangement by Share-based Payment Award
Stock compensation expense	$ 1,673	$ 1,061
Performance Stock Units
Share-based Compensation Arrangement by Share-based Payment Award
Requisite service period	3 years
Performance Stock Units \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award
Performance stock vesting range	0.00%
Performance Stock Units \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award
Performance stock vesting range	200.00%

Stock Option Plan - Stock Options Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Nov. 30, 2019	Nov. 24, 2018
Additional disclosures
Proceeds from option exercises	$ 208	$ 53
Stock Options
Shares
Outstanding at beginning of period (in shares)	2,748,735
Granted (in shares)	194,014
Exercised (in shares)	(17,372)
Forfeited (in shares)	0
Outstanding at end of period (in shares)	2,925,377
Options vested or expected to vest (in shares)	2,925,377
Exercisable (in shares)	1,579,067
Weighted average exercise price
Outstanding at beginning of period (in dollars per share)	$ 13.35
Granted (in dollars per share)	24.20
Exercised (in dollars per share)	12.00
Forfeited (in dollars per share)	0
Outstanding at end of period (in dollars per share)	14.08
Options vested or expected to vest (in dollars per share)	14.08
Exercisable (in dollars per share)	$ 12.67
Weighted average remaining contractual term
Outstanding at end of period, weighted average remaining contractual life	8 years 7 days
Vested and expected to vest at end of period, weighted average remaining contractual life	8 years 7 days
Exercisable at end of period, weighted average remaining contractual life	7 years 9 months
Additional disclosures
Unrecognized compensation costs	$ 5,400
Period for recognition of unrecognized compensation cost	1 year 3 months 29 days
Proceeds from option exercises	$ 200

Stock Option Plan - Restricted Stock Units Activity (Details) - Restricted Stock Units $ / shares in Units, $ in Millions	3 Months Ended
	Nov. 30, 2019 USD ($) $ / shares shares
Units
Non-vested at beginning of period (in shares) \| shares	92,400
Granted (in shares) \| shares	121,174
Vested (in shares) \| shares	(49,785)
Forfeited (in shares) \| shares	(882)
Non-vested at end of period (in shares) \| shares	162,907
Weighted average grant-date fair value
Non-vested at beginning of period (in dollars per share) \| $ / shares	$ 17.50
Granted (in dollars per share) \| $ / shares	25.58
Vested (in dollars per share) \| $ / shares	18.26
Forfeited (in dollars per share) \| $ / shares	13.91
Non-vested at end of period (in dollars per share) \| $ / shares	$ 23.30
Additional disclosures
Unrecognized compensation costs \| $	$ 3.4
Period for recognition of unrecognized compensation cost	2 years 1 month 17 days

Stock Option Plan - Performance Stock Units Activity (Details) - Performance Stock Units $ / shares in Units, $ in Millions	3 Months Ended
	Nov. 30, 2019 USD ($) $ / shares shares
Units
Non-vested at beginning of period (in shares) \| shares	192,389
Granted (in shares) \| shares	121,288
Vested (in shares) \| shares	0
Forfeited (in shares) \| shares	(524)
Non-vested at end of period (in shares) \| shares	313,153
Weighted average grant-date fair value
Non-vested at beginning of period (in dollars per share) \| $ / shares	$ 11.93
Granted (in dollars per share) \| $ / shares	27.39
Vested (in dollars per share) \| $ / shares	0
Forfeited (in dollars per share) \| $ / shares	11.93
Non-vested at end of period (in dollars per share) \| $ / shares	$ 17.92
Additional disclosures
Period for recognition of unrecognized compensation cost	2 years 3 months 29 days
Unrecognized compensation costs \| $	$ 4.7

Stock Option Plan - Stock Appreciation Rights (Activity) (Details) $ / shares in Units, $ in Millions	3 Months Ended
	Nov. 30, 2019 USD ($) $ / shares shares
Additional disclosures
Award vesting period	3 years
Award expiration period	10 years
Stock Appreciation Rights (SARs)
Shares
Outstanding at beginning of period (in shares) \| shares	0
Granted (in shares) \| shares	150,000
Exercised (in shares) \| shares	0
Forfeited (in shares) \| shares	0
Outstanding at end of period (in shares) \| shares	150,000
Options vested or expected to vest (in shares) \| shares	150,000
Exercisable (in shares) \| shares	0
Weighted average exercise price
Outstanding at beginning of period (in dollars per share) \| $ / shares	$ 0
Granted (in dollars per share) \| $ / shares	24.20
Exercised (in dollars per share) \| $ / shares	0
Forfeited (in dollars per share) \| $ / shares	0
Outstanding at end of period (in dollars per share) \| $ / shares	24.20
Options vested or expected to vest (in dollars per share) \| $ / shares	24.2
Exercisable (in dollars per share) \| $ / shares	$ 0
Weighted average remaining contractual term
Vested and expected to vest at end of period, weighted average remaining contractual life	9 years 11 months 1 day
Outstanding at end of period, weighted average remaining contractual life	9 years 11 months 1 day
Exercisable at end of period, weighted average remaining contractual life	0 years
Additional disclosures
Unrecognized compensation costs \| $	$ 0.4
Period for recognition of unrecognized compensation cost	2 years 11 months 1 day

Related Party Transactions (Details) - USD ($) $ in Thousands	3 Months Ended
	Nov. 30, 2019	Nov. 24, 2018
Related Party Transaction [Line Items]
Payment of TRA liability	$ 0	$ 26,468
Former Majority Stockholder, Atkins
Related Party Transaction [Line Items]
Payment of TRA liability	$ 26,500

Segment and Customer Information (Details)	3 Months Ended
Segment and Customer Information (Details)	Nov. 30, 2019
Segment Reporting [Abstract]
Number of operating segments	1