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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________________________
FORM 10-Q/A
(Amendment No. 1)
_______________________________________________________
(Mark One) 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended February 27, 2021
OR
oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________

Commission File Number: 001-38115
___________________________________________________________________________________________________________
The Simply Good Foods Company
(Exact name of registrant as specified in its charter)
https://cdn.kscope.io/ebec8412334a883f927ab0c7610ba4cf-atk-20210227_g1.jpg
___________________________________________________________________________________________________________
Delaware82-1038121
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
1225 17th Street, Suite 1000
Denver, CO 80202
(Address of principal executive offices and zip code)
(303) 633-2840
(Registrant’s telephone number, including area code)
___________________________________________________________________________________________________________

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading symbolName of each exchange on which registered
Common Stock, par value $0.01 per shareSMPLNasdaq
 

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






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

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

As of April 5, 2021, there were 95,762,832 shares of common stock, par value $0.01 per share, issued and outstanding.



EXPLANATORY NOTE

    This Amendment No. 1 to Form 10-Q (this “Amendment” or “Form 10-Q/A”) amends The Simply Good Foods Company’s Quarterly Report on Form 10-Q for the thirteen and twenty-six weeks ended February 27, 2021, which was originally filed with the SEC on April 8, 2021 (the “Original Filing”). See Note 2, Restatement of Previously Issued Financial Statements, in Part I, Item 1, Financial Statements, for additional information.

    On April 12, 2021, the SEC issued a statement (the “SEC Statement”) on the accounting and reporting considerations for warrants issued by special purpose acquisition companies (“SPACs”). The SEC Statement discussed certain features of warrants issued in SPAC transactions that may be common across many entities. Specifically, the SEC Statement focused in part on provisions in warrant agreements that provide for potential changes to the settlement amounts dependent upon the characteristics of the warrant holder. The SEC Statement indicated that, because the holder of a warrant is not an input into the pricing of a fixed-for-fixed option on equity shares, such provisions would preclude the warrant from being classified in equity and thus the warrant should be classified as a liability. Following consideration of the guidance in the SEC Statement, The Simply Good Foods Company (the “Company”) concluded that its private warrants (“Private Warrants”) should be classified as a liability and measured at fair value, with changes in fair value each period reported in earnings in accordance with Accounting Standards Codification 815-40, Derivatives and Hedging: Contracts in Entity’s Own Equity.

    On May 13, 2021, the Audit Committee of the Company’s Board of Directors, in consultation with management, concluded that the Company’s previously issued consolidated financial statements for the fiscal years ended August 29, 2020, August 31, 2019, and August 25, 2018, and for each of the Company’s previously issued unaudited interim quarterly financial statements for fiscal years 2020, 2019 and 2021 (the “Non-Reliance Period”), should no longer be relied upon. As such, the Company resolved to restate the consolidated financial statements for the Non-Reliance Period. See Note 2, Restatement of Previously Issued Financial Statements, in Part 1, Item 1, Financial Statements for additional information.

    The Company is filing this Amendment to amend and restate the previously issued financial statements for the Company’s second fiscal quarter of 2021 to correct the misapplication of the accounting for the Private Warrants. This Amendment also amends and restates the Company’s Management’s Discussion and Analysis of Financial Condition and Results of Operations and other disclosures made in the Original Filing as appropriate to reflect the restatement of the relevant periods (the “Restatement”).

Effect of Restatement

    As a result of the Restatement, the Private Warrants are now reflected as a liability measured at fair value on the Company’s Condensed Consolidated Balance Sheets, and the change in the fair value of this liability in each period is recognized as a gain or loss in the Company’s Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

    The effect of these adjustments on net income for the thirteen and twenty-six weeks ended February 27, 2021 was a loss of $45.3 million and a loss of $24.9 million, respectively. The adjustments increased total liabilities at February 27, 2021 by $118.5 million, with a corresponding decrease to total stockholders’ equity.

    The restatement of the financial statements had no effect on the Company’s liquidity, cash, or cash equivalents, or cash flows from operating, investing and financing activities. See Note 2 to the Condensed Consolidated Financial Statements included in Part I, Item 1, Financial Statements, of this Amendment for additional information on the restatement and the related financial statement effects.




Internal Control Considerations

    As previously disclosed in our Annual Report on Form 10-K/A for the year ended August 29, 2020, we identified a material weakness in our internal controls over financial reporting related to inaccurate accounting for warrants issued in connection with our initial public offerings and private placement. As a result of the material weakness, the Company’s disclosure controls and procedures were not effective as of August 29, 2020. Management plans to implement changes to strengthen internal controls and to remediate the material weakness. For additional information, see Part I, Item 4, Controls and Procedures, of this Form 10-Q/A.

Items Amended in this Form 10-Q/A

The following sections in the Original Filing are amended and restated in the entirety in this Form 10-Q/A to reflect the restatement:

Part I - Item 1 - Financial Statements (Unaudited)
Part I - Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations
Part I - Item 4 - Controls and Procedures
Part II - Item 6 - Exhibits

    Our principal executive officer and principal financial officer have also provided new certifications as required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 dated as of the filing date of this Form 10-Q/A. The certifications are included in this Form-10Q/A as Exhibits 31.1, 31.2, and 32.1.

    This Form 10-Q/A sets forth only those items from the Original Filing that have been modified and superseded to reflect the Restatement. Except as provided above, this Amendment does not reflect events occurring after the filing of the Original Filing. Accordingly, this Form 10-Q/A should be read in conjunction with the Original Filing and filings with the SEC subsequent to the date on which the Company filed the Original Filing with the SEC.



THE SIMPLY GOOD FOODS COMPANY AND SUBSIDIARIES
FORM 10-Q
FOR THE QUARTER ENDED FEBRUARY 27, 2021



INDEX
Page
Item 6.
Exhibits

4


PART I. Financial Information

Item 1. Financial Statements (Unaudited)

The Simply Good Foods Company and Subsidiaries
Condensed Consolidated Balance Sheets
(Unaudited, dollars in thousands, except share and per share data)
February 27, 2021August 29, 2020
(As Restated,
see Note 2)
Assets
Current assets:
Cash and cash equivalents
$91,307 $95,847 
Accounts receivable, net
97,329 89,740
Inventories
82,771 59,085
Prepaid expenses
4,894 3,644
Other current assets
12,833 11,947
Total current assets
289,134 260,263
Long-term assets:
Property and equipment, net
11,092 11,850
Intangible assets, net
1,146,039 1,158,768
Goodwill
543,134 544,774
Other long-term assets
32,119 32,790
Total assets
$2,021,518 $2,008,445 
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable
$43,585 $32,240 
Accrued interest
384 960
Accrued expenses and other current liabilities
36,313 38,007
Current maturities of long-term debt
278 271
Total current liabilities
80,560 71,478
Long-term liabilities:
Long-term debt, less current maturities
548,884 596,879
Deferred income taxes
92,536 84,352
Warrant liability118,519 93,638 
Other long-term liabilities
20,880 22,765 
Total liabilities
861,379 869,112 
See commitments and contingencies (Note 11)
Stockholders’ equity:
Preferred stock, $0.01 par value, 100,000,000 shares authorized, none issued
  
Common stock, $0.01 par value, 600,000,000 shares authorized, 95,856,715 and 95,751,845 shares issued at February 27, 2021 and August 29, 2020, respectively959 958 
Treasury stock, 98,234 and 98,234 shares at cost at February 27, 2021 and August 29, 2020, respectively(2,145)(2,145)
Additional paid-in-capital
1,080,340 1,076,472
Retained earnings
81,666 64,927 
Accumulated other comprehensive loss
(681)(879)
Total stockholders’ equity
1,160,139 1,139,333
Total liabilities and stockholders’ equity$2,021,518 $2,008,445 
See accompanying notes to the unaudited condensed consolidated financial statements.
5

Table of Contents
The Simply Good Foods Company and Subsidiaries
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)
(Unaudited, dollars in thousands, except share and per share data)

Thirteen Weeks EndedTwenty-Six Weeks Ended
February 27, 2021February 29, 2020February 27, 2021February 29, 2020
(As Restated,
see Note 2)
(As Restated,
see Note 2)
Net sales$230,607 $227,101 $461,759 $379,254 
Cost of goods sold140,342 141,707 277,453 231,654 
Gross profit90,265 85,394 184,306 147,600 
Operating expenses:
Selling and marketing26,150 27,041 51,345 45,475 
General and administrative26,562 28,103 51,977 46,248 
Depreciation and amortization4,212 4,287 8,456 6,740 
Business transaction costs 694  26,853 
Total operating expenses56,924 60,125 111,778 125,316 
Income from operations33,341 25,269 72,528 22,284 
Other income (expense):
Interest income 85 3 1,464 
Interest expense(7,995)(10,589)(16,367)(15,558)
(Loss) gain in fair value change of warrant liability(45,334)37,644 (24,881)50,952 
Gain (loss) on foreign currency transactions975 (194)984 (178)
Other income112 8 159 45 
Total other (expense) income(52,242)26,954 (40,102)36,725 
(Loss) income before income taxes(18,901)52,223 32,426 59,009 
Income tax expense7,313 3,922 15,687 2,193 
Net (loss) income$(26,214)$48,301 $16,739 $56,816 
Other comprehensive income:
Foreign currency translation adjustments243 (141)198 (141)
Comprehensive (loss) income$(25,971)$48,160 $16,937 $56,675 
(Loss) earnings per share from net (loss) income:
Basic$(0.27)$0.51 $0.17 $0.61 
Diluted$(0.27)$0.11 $0.17 $0.06 
Weighted average shares outstanding:
Basic95,734,591 95,339,489 95,712,057 92,524,061 
Diluted95,734,591 100,336,571 96,997,012 97,597,614 

See accompanying notes to the unaudited condensed consolidated financial statements.
6

Table of Contents
The Simply Good Foods Company and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Unaudited, dollars in thousands)

Twenty-Six Weeks Ended
February 27, 2021February 29, 2020
(As Restated,
see Note 2)
Operating activities
Net income
$16,739 $56,816 
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization9,021 7,119 
Amortization of deferred financing costs and debt discount2,108 1,569 
Stock compensation expense3,594 3,795 
Loss (gain) in fair value change of warrant liability24,881 (50,952)
Unrealized loss (gain) on foreign currency transactions(985)178 
Deferred income taxes8,119 2,485 
Amortization of operating lease right-of-use asset2,253 1,652 
Loss on operating lease right-of-use asset impairment681  
Gain on lease termination(154) 
Other216 789 
Changes in operating assets and liabilities, net of acquisition:
Accounts receivable, net(7,015)(19,062)
Inventories(24,502)768 
Prepaid expenses(1,191)(873)
Other current assets(674)(5,808)
Accounts payable10,275 (2,953)
Accrued interest(577)175 
Accrued expenses and other current liabilities(1,881)(8,760)
Other assets and liabilities(1,144)(1,824)
Net cash provided by (used in) operating activities
39,764 (14,886)
Investing activities
Purchases of property and equipment(449)(481)
Issuance of note receivable (1,250)
Acquisition of business, net of cash acquired (984,201)
Proceeds from sale of business5,800  
Investments in intangible assets(114) 
Net cash provided by (used in) investing activities
5,237 (985,932)
Financing activities
Proceeds from option exercises527931
Tax payments related to issuance of restricted stock units(252)(80)
Payments on finance lease obligations(168)(157)
Principal payments of long-term debt(50,000)(21,000)
Proceeds from issuance of common stock 352,542 
Equity issuance costs (3,323)
Proceeds from issuance of long-term debt 460,000 
Deferred financing costs (8,208)
Net cash (used in) provided by financing activities
(49,893)780,705 
Cash and cash equivalents
Net decrease in cash(4,892)(220,113)
Effect of exchange rate on cash352 (113)
Cash at beginning of period95,847 266,341 
Cash and cash equivalents at end of period
$91,307 $46,115 

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Twenty-Six Weeks Ended
February 27, 2021February 29, 2020
(As Restated,
see Note 2)
Supplemental disclosures of cash flow information
Cash paid for interest
$14,835 $13,814 
Cash paid for taxes
$10,023 $4,345 
Non-cash investing and financing transactions
Non-cash proceeds from sale of business$3,000 $ 
Operating lease right-of-use assets recognized at ASU No 2016-02 transition$ $5,102 
Finance lease right-of-use assets recognized at ASU No 2016-02 transition$ $1,185 
Operating lease right-of-use assets recognized after ASU No 2016-02 transition$316 $2,733 

See accompanying notes to the unaudited condensed consolidated financial statements.
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The Simply Good Foods Company and Subsidiaries
Condensed Consolidated Statements of Stockholders’ Equity
(Unaudited, dollars in thousands, except share data)

(As Restated,
see Note 2)
(As Restated,
see Note 2)
(As Restated,
see Note 2)
Common StockTreasury StockAdditional Paid-In CapitalRetained EarningsAccumulated Other Comprehensive LossTotal
SharesAmountSharesAmount
Balance at August 29, 202095,751,845 $958 98,234 $(2,145)$1,076,472 $64,927 $(879)$1,139,333 
Net income— — — — — 42,953 — 42,953 
Stock-based compensation— — — — 1,110 — — 1,110 
Foreign currency translation adjustments— — — — — — (45)(45)
Shares issued upon vesting of restricted stock units53,908  — — (201)— — (201)
Exercise of options to purchase common stock13,118  — — 157 — — 157 
Balance at November 28, 202095,818,871 $958 98,234 $(2,145)$1,077,538 $107,880 $(924)$1,183,307 
Net income— — — — — (26,214)— (26,214)
Stock-based compensation— — — — 2,484 — — 2,484 
Foreign currency translation adjustments— — — — — — 243 243 
Shares issued upon vesting of restricted stock units7,034  — — (51)— — (51)
Exercise of options to purchase common stock30,810 1 — — 369 — — 370 
Balance at February 27, 202195,856,715 $959 98,234 $(2,145)$1,080,340 $81,666 $(681)$1,160,139 

Common StockTreasury StockAdditional Paid-In CapitalRetained EarningsAccumulated Other Comprehensive LossTotal
SharesAmountSharesAmount
Balance at August 31, 201981,973,284 $820 98,234 $(2,145)$715,740 $(711)$(836)$712,868 
Net loss— — — — — 8,515 — 8,515 
Stock-based compensation— — — — 1,673 — — 1,673 
Public equity offering13,379,205 134 — — 349,085 — — 349,219 
Shares issued upon vesting of restricted stock units46,911  — — (70)— — (70)
Exercise of options to purchase common stock17,372  — — 208 — — 208 
Balance at November 30, 201995,416,772 $954 98,234 $(2,145)$1,066,636 $7,804 $(836)$1,072,413 
Net income— — — — — 48,301 — 48,301 
Stock-based compensation— — — — 2,122 — — 2,122 
Foreign currency translation adjustments— — — — — — (141)(141)
Shares issued upon vesting of restricted stock units771  — — (10)— — (10)
Exercise of options to purchase common stock58,994 1 — — 723 — — 724 
Balance at February 29, 202095,476,537 $955 98,234 $(2,145)$1,069,471 $56,105 $(977)$1,123,409 

See accompanying notes to the unaudited condensed consolidated financial statements.

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

1. Nature of Operations and Principles of Consolidation

Description of Business

    The Simply Good Foods Company (“Simply Good Foods” or the “Company”) is a consumer-packaged food and beverage company that aims to lead the nutritious snacking movement with trusted brands that offer a variety of convenient, innovative, great-tasting, better-for-you snacks and meal replacements. The Company’s nutritious snacking platform consists of the following core 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; and 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. The Company distributes its products in major retail channels, primarily in North America, including grocery, club and mass merchandise, as well as through e-commerce, convenience, specialty and other channels. The Company’s portfolio of nutritious snacking brands gives it a strong platform with which to introduce new products, expand distribution, and attract new consumers to its products. The Company’s platform also positions it to continue to selectively pursue acquisition opportunities of brands in the nutritious snacking category.

    The common stock of Simply Good Foods is listed on the Nasdaq Capital Market under the symbol “SMPL.”

Unaudited Interim Condensed Consolidated Financial Statements

    The unaudited interim 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.

    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 the Company's 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 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. 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 the Company’s consolidated financial statements for the fiscal year ended August 29, 2020, included in Amendment No. 1 to Form 10-K (“Form 10-K/A”) filed with the SEC on June 30, 2021. As discussed in Note 2, Restatement of Previously Issued Financial Statements, the consolidated financial statements have been restated to reflect certain warrants as liabilities rather than equity.

    The Company remains uncertain of the ultimate effect COVID-19 could have on its business notwithstanding the distribution of several U.S. government approved vaccines and various federal, state and local governments having begun to ease the movement restrictions and public health initiatives while continuing to adhere to enhanced safety measures, such as physical distancing and face mask protocols. This uncertainty as to the duration and severity of economic effects from the COVID-19 pandemic stems from the potential for, among other things, (i) continued rates of reported cases of COVID-19 and the potential for mutations of COVID-19 to result in increased rates of reported cases for which currently approved vaccines are not effective, (ii) unexpected supply chain disruptions, (iii) changes to customer operations, (iv) continued or additional changes in consumer purchasing and consumption behavior beyond those evidenced to date, and (v) the closure of customer establishments.

2. Restatement of Previously Issued Financial Statements

    On April 12, 2021, the SEC issued a statement (the “SEC Statement”) on the accounting and reporting considerations for warrants issued by special purpose acquisition companies (“SPAC”). The SEC Statement discussed certain features of warrants issued in SPAC transactions that may be common across many entities. Specifically, the SEC Statement focused in part on provisions in warrant agreements that provide for potential changes to the settlement amounts dependent upon the characteristics of the warrant holder. The SEC Statement indicated that, because the holder of a warrant is not an input into the pricing of a fixed-for-fixed option on equity shares, such provisions would preclude the warrant from being classified in equity and thus the warrant should be classified as a liability. Following consideration of the guidance in the SEC Statement, the Company concluded that its private warrants should be classified as a liability and measured at fair value at each reporting period, rather than as equity awards. Management concluded the effect of this error on the
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Company’s previously reported condensed consolidated financial statements is material and, as such, the accompanying condensed consolidated financial statements as of February 27, 2021, and the thirteen and twenty-six weeks ended February 27, 2021, and accompanying notes thereto have been restated from the amounts previously reported to give effect to the correction of this error (the “Restatement”). Effects of the Restatement on the Consolidated Balance Sheets as of August 29, 2020, and the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the thirteen and twenty-six weeks ended February 29, 2020, are presented in the Company’s Amendment No. 1 to Form 10-K (“Form 10-K/A”) for the fiscal year ended August 29, 2020 filed with the SEC on June 30, 2021. Additionally, see Note 13, Earnings (Loss) Per Share, for restated earnings (loss) per share amounts.

    As a result of the Restatement, the Company’s private warrants (the “Private Warrants”) are now reflected as a liability measured at fair value on the Company’s Condensed Consolidated Balance Sheets, and the change in the fair value of this liability in each period is recognized as a gain or loss in the Company’s Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). The effect of the Restatement on the Condensed Consolidated Balance Sheets as of February 27, 2021, and Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) and Condensed Consolidated Statements of Cash Flows for the thirteen and twenty-six weeks ended February 27, 2021, are presented below. Regarding the Condensed Consolidated Statements of Cash Flows, the adjustments below to net income were offset by adjustments to non-cash operating activities within cash flow provided by operations. The Restatement had no effect on total net cash flows from operating, investing or financing activities. The effect of the Restatement on the February 27, 2021 stockholders’ equity balances is presented in the Condensed Consolidated Statements of Stockholders’ Equity below.

Condensed Consolidated Balance SheetFebruary 27, 2021
(In thousands)As Previously ReportedRestatement AdjustmentAs Restated
Warrant liability$ 118,519 $118,519 
Total liabilities742,860 118,519 861,379 
Additional paid-in-capital1,098,375 (18,035)1,080,340 
Retained earnings182,150 (100,484)81,666 
Total stockholders’ equity1,278,658 (118,519)1,160,139 

Condensed Consolidated Statement of Operations and
Comprehensive Income (Loss)
Thirteen Weeks Ended
February 27, 2021
(In thousands)As Previously ReportedRestatement AdjustmentAs Restated
Loss in fair value change of warrant liability (45,334)(45,334)
Total other expense(6,908)(45,334)(52,242)
Income (loss) before income taxes26,433 (45,334)(18,901)
Net income (loss)19,120 (45,334)(26,214)
Comprehensive income (loss)$19,363 $(45,334)$(25,971)

As a result of the Restatement adjustments, basic earnings per share decreased $0.47, from earnings of $0.20 per share to a loss of $0.27 per share, and diluted earnings per share decreased $0.46, from earnings of $0.19 per share to a loss of $0.27 per share.

Condensed Consolidated Statement of Operations and
Comprehensive Income (Loss)
Twenty-Six Weeks Ended
February 27, 2021
(In thousands)As Previously ReportedRestatement AdjustmentAs Restated
Loss in fair value change of warrant liability (24,881)(24,881)
Total other expense(15,221)(24,881)(40,102)
Income before income taxes57,307 (24,881)32,426 
Net income41,620 (24,881)16,739 
Comprehensive income$41,818 $(24,881)$16,937 

As a result of the Restatement adjustments, basic earnings per share decreased $0.26, from earnings of $0.43 per share to $0.17 per share, and diluted earnings per share decreased $0.24, from earnings of $0.41 per share to $0.17 per share.

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Twenty-Six Weeks Ended
Condensed Consolidated Statement of Cash FlowsFebruary 27, 2021
(In thousands)As Previously ReportedRestatement AdjustmentAs Restated
Operating activities
Net income
$41,620 $(24,881)$16,739 
Adjustments to reconcile net income to net cash provided by operating activities:
Loss in fair value change of warrant liability 24,881 24,881 
Net cash provided by operating activities
$39,764 $ $39,764 

Condensed Consolidated Statement of Stockholders’ EquityFebruary 27, 2021
(In thousands)As Previously ReportedRestatement AdjustmentAs Restated
Additional paid-in-capital$1,098,375 $(18,035)$1,080,340 
Net income41,620 (24,881)16,739 
Retained earnings182,150 (100,484)81,666 
Total stockholders’ equity$1,278,658 $(118,519)$1,160,139 

3. Summary of Significant Accounting Policies

    Refer to Note 4, Summary of Significant Accounting Policies, to the consolidated financial statements included in the Company’s Form 10-K/A for a description of significant accounting policies.

Recently Issued and Adopted Accounting Pronouncements

Recently Issued Accounting Pronouncements Not Yet Adopted

    In December 2019, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which amends the existing guidance relating to the accounting for income taxes. This ASU is intended to simplify the accounting for income taxes by removing certain exceptions to the general principles of accounting for income taxes and to improve the consistent application of U.S. GAAP for other areas of accounting for income taxes by clarifying and amending existing guidance. This ASU is effective for fiscal years beginning after December 15, 2021, with early adoption permitted. The Company is currently evaluating the effects adoption of this guidance will have on the consolidated financial statements and does not expect that the adoption of this ASU will be material to its consolidated financial statements.

    In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848), Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional guidance for a limited period of time to ease the potential burden in accounting for reference rate reform on financial reporting. The amendments in this ASU are effective for all entities and can be applied to contract modifications due to rate reform and eligible existing and new hedging relationships entered into between March 12, 2020 through December 31, 2022. The amendments of this ASU should be applied on a prospective basis. The Company will continue to monitor the effects of rate reform, if any, on its contracts and the effects of adoption of this ASU through December 31, 2022. The Company does not anticipate the amendments in this ASU to be material to its consolidated financial statements.

    In October 2020, the FASB issued ASU No. 2020-10, Codification Improvements, which provides updates for technical corrections, clarifications to guidance, simplifications to wording or structure of guidance, and other minor improvements across various areas of accounting within U.S. GAAP. This ASU is effective for all entities for fiscal years beginning after December 15, 2020, with early adoption permitted. The amendments of this ASU should be applied retrospectively. The Company is currently evaluating the effects adoption of this guidance will have on the consolidated financial statements and does not anticipate the adoption of this ASU will be material to its consolidated financial statements.

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Recently Adopted Accounting Pronouncements

    In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326), which modified the measurement of expected credit losses of certain financial instruments. The Company adopted this ASU as of the first day of fiscal 2021. As a result of adopting this ASU, the Company changed its method of estimating its allowance for doubtful accounts for trade receivables to be based upon the Company’s historical credit loss experience adjusted for asset-specific risk characteristics, current economic conditions, and reasonable forecasts. The change in estimating the allowance for doubtful accounts did not have a material effect on the Company’s consolidated financial statements.

    In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820), which modified disclosure requirements on fair value measurements of Accounting Standards Codification (“ASC”) 820. The Company adopted this ASU as of the first day of fiscal 2021. The adoption of this ASU did not have a material effect on the consolidated financial statements or the related disclosures.

4. Business Combination

    On August 21, 2019, the Company’s wholly-owned subsidiary Simply Good Foods USA, Inc., formerly known as Atkins Nutritionals, Inc., (“Simply Good USA”) 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, Simply Good USA completed the Acquisition of Quest, via Simply Good USA’s direct or indirect acquisition of 100% of the equity interests of Voyage Holdings, LLC and VMG Quest Blocker, Inc. (the “Target Companies”) for a cash purchase price at closing of $988.9 million subject to customary post-closing adjustments for the Target Companies’ levels of cash, indebtedness, net working capital and transaction expenses as of the closing date.

    Simply Good USA acquired Quest as a part of the Company’s 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.

    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 an underwritten public offering of common stock, and $443.6 million in new term loan debt. In the third fiscal quarter of 2020, the Company received a post-closing release from escrow of approximately $2.1 million related to net working capital adjustments, resulting in a total net consideration paid of $986.8 million as of February 27, 2021.

    For the twenty-six weeks ended February 29, 2020, Business transaction costs within the Consolidated Statements of Operations and Comprehensive Income were $26.9 million, which included $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 $3.1 million of other costs, including legal, due diligence, and accounting fees. Included in the transaction advisory fees was $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 represented approximately 1.2% of the total cash purchase price paid by the Company on the closing date of the Acquisition of Quest. All transaction advisory fees relating to the Acquisition of Quest were approved by the Company’s Audit Committee.

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    The following table sets forth the final purchase price allocation of the Acquisition of Quest to the estimated fair value of the net assets acquired at the date of acquisition, in thousands:
Assets acquired:
Cash and cash equivalents$4,745 
Accounts receivable, net25,359 
Inventories44,032 
Prepaid assets1,214 
Other current assets3,812 
Property and equipment, net(1)
9,843 
Intangible assets, net(2)
868,375 
Other long-term assets20,997 
Liabilities assumed:
Accounts payable25,200 
Other current liabilities11,237 
Deferred income taxes(3)
10,754 
Other long-term liabilities18,891 
Total identifiable net assets912,295 
Goodwill(4)
74,525 
Total assets acquired and liabilities assumed$986,820 

(1)    Property and equipment, net primarily consisted of leasehold improvements for the Quest headquarters of $6.9 million, furniture and fixtures of $2.2 million, and equipment of $0.7 million. The Quest headquarters lease ends in April 2029. The useful lives of the leasehold improvements, furniture and fixtures, and equipment are 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 consisted of $750.0 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 6 of the consolidated financial statements. The fair value measurement of the assets and liabilities was based on significant inputs not observable in the market and thus represent Level 3 measurements within the fair value measurement hierarchy. Level 3 fair market values were determined using a variety of information, including estimated future cash flows and market comparable data and companies. The fair values of the intangible assets were estimated using inputs primarily from the income approach and the with/without method, which estimates the value using the cash flow impact in a hypothetical scenario where the customer relationships are not in place. The significant assumptions used in estimating the fair value of the intangible assets include the estimated life the asset will contribute to cash flows, profitability, and the estimated discount rate.
(3)    Primarily as a result of the fair value attributable to the identifiable intangible assets, the deferred income tax liability was $10.8 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 was estimated to be $67.7 million. Goodwill represents the future economic benefits arising from other assets acquired that could not be individually identified and separately recognized.

    The Company completed its final assessment of purchase price allocation for the Acquisition of Quest to the estimated fair value of the net assets acquired at the date of acquisition during the first quarter of fiscal 2021. Since the initial preliminary estimates reported in the first fiscal quarter of 2020, the Company updated certain amounts reflected in the final purchase price allocation, as summarized in the fair values of assets acquired and liabilities assumed as set forth above. Specifically, the carrying amount of the intangible assets, net were increased by $20.0 million as a result of valuation adjustments related to the Company’s finalization of tax attributes, which also resulted in a decrease to deferred income taxes of $3.2 million. Additionally, accounts receivable, net decreased $4.3 million and inventories increased $0.9 million due to fair value measurement period adjustments, and the carrying amount of property and equipment, net decreased by $0.5 million to reflect its estimated fair value. As a result of these adjustments and the change in total net consideration paid of approximately $2.1 million related to net working capital adjustments discussed above, goodwill decreased $21.5 million. Measurement period adjustments were recognized in the reporting period in which the adjustments were determined and calculated as if the accounting had been completed at the acquisition date.

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    The results of Quest’s operations have been included in the Company’s 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 EndedTwenty-Six Weeks Ended
(in thousands)February 27, 2021February 29, 2020February 27, 2021February 29, 2020
Net sales(1)
$105,025 $88,305 $200,794 $105,387 
(1)    Net sales for the thirteen and twenty-six weeks ended February 27, 2021 excludes immaterial international net sales.

Unaudited Pro Forma Financial Information

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

The following unaudited pro forma financial information presents the combined results of the Company and Quest as if the Acquisition of Quest has occurred at the beginning of fiscal 2019:
Thirteen Weeks EndedTwenty-Six Weeks Ended
(in thousands)February 29, 2020February 29, 2020
Revenue$227,101 $447,657 
Gross profit$90,479 $178,667 
Net income$52,693 $81,649 

5. Revenue Recognition

    Revenues from transactions with external customers for each of the Company’s products would be impracticable to disclose and management does not view its business by product line. The following is a summary of revenue disaggregated by geographic area and core brands:
Thirteen Weeks EndedTwenty-Six Weeks Ended
(In thousands)February 27, 2021February 29, 2020February 27, 2021February 29, 2020
North America
Atkins$114,155 $131,435 $236,916 $259,247 
Quest (2)
105,025 88,305 200,794 105,387 
Total North America (1)
219,180 219,740 437,710 364,634 
International11,427 7,361 24,049 14,620 
Total net sales$230,607 $227,101 $461,759 $379,254 
(1)    The North America geographic area consists of net sales substantially related to the United States and there is no individual foreign country to which more than 10% of Company’s net sales are attributed or that is otherwise deemed individually material. The North America geographic area includes the divested SimplyProtein brand.
(2)    Quest net sales are primarily in North America.

    Charges related to credit loss on accounts receivables from transactions with external customers were nominal for each of the thirteen and twenty-six weeks ended February 27, 2021 and were approximately $0.1 million for each of the thirteen and twenty-six weeks ended February 29, 2020. As of February 27, 2021 and August 29, 2020, the allowance for doubtful accounts related to these accounts receivable was $0.6 million and $0.5 million, respectively.

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6. Goodwill and Intangibles

    Changes to Goodwill during the thirteen week period ended February 27, 2021 were as follows:
(in thousands)Goodwill
Balance as of August 29, 2020$544,774 
Acquisition of business, measurement period adjustment1,178 
Sale of business(2,818)
Balance as of February 27, 2021$543,134 

    The change in Goodwill attributed to the acquisition of a business during the twenty-six weeks ended February 27, 2021 was the result of measurement period adjustments made to finalize the acquisition method of accounting for the Acquisition of Quest as described in Note 4. Additionally, effective September 24, 2020, the Company sold the assets exclusively related to its SimplyProtein® brand of products for approximately $8.8 million of consideration, including cash of $5.8 million and a note receivable for $3.0 million, to a newly formed entity led by the Company’s former Canadian-based management team who had been responsible for this brand prior to the sale transaction (the “SimplyProtein Sale”). In addition to purchasing these assets, the buyer assumed certain liabilities related to the SimplyProtein brand’s business. There was no gain or loss recognized as a result of the SimplyProtein Sale. In conjunction with the SimplyProtein Sale, the Company disposed of $2.8 million of goodwill associated with the SimplyProtein business.

    There were no impairment charges related to goodwill during the thirteen and twenty-six weeks ended February 27, 2021 or since the inception of the Company.

    Intangible assets, net in the Consolidated Balance Sheets consist of the following:
February 27, 2021
(In thousands)Useful lifeGross carrying amountAccumulated amortizationNet carrying amount
Intangible assets with indefinite life:
Brands and trademarks
Indefinite life$974,000 $— $974,000 
Intangible assets with finite lives:
Customer relationships
15 years174,000 24,303 149,697 
Proprietary recipes and formulas
7 years7,000 3,631 3,369 
Licensing agreements
14 years22,000 5,706 16,294 
Software and website development costs
3-5 years5,302 2,678 2,624 
Intangible assets in progress
3-5 years55  55 
$1,182,357 $36,318 $1,146,039 
August 29, 2020
(In thousands)Useful lifeGross carrying amountAccumulated amortizationNet carrying amount
Intangible assets with indefinite life:
Brands and trademarks
Indefinite life$979,000 $— $979,000 
Intangible assets with finite lives:
Customer relationships
15 years174,000 18,503 155,497 
Proprietary recipes and formulas
7 years7,000 3,131 3,869 
Licensing agreements
14 years22,000 4,920 17,080 
Software and website development costs
3-5 years5,967 2,645 3,322 
$1,187,967 $29,199 $1,158,768 

    Changes in Intangible assets, net during the twenty-six weeks ended February 27, 2021 were primarily related to the SimplyProtein Sale and recurring amortization expense. In conjunction with the SimplyProtein Sale, the Company sold its SimplyProtein brand intangible asset, which had a carrying value of approximately $5.0 million as of the date of the sale. Amortization expense related to intangible assets during each of the thirteen weeks ended February 27, 2021 and February 29, 2020 was $3.9 million, respectively. Amortization expense related to intangible assets during the twenty-six weeks ended February 27, 2021 and February 29, 2020 was $7.7 million and $6.2 million, respectively. There were no impairment charges related to intangible assets during the thirteen and twenty-six weeks ended February 27, 2021 and February 29, 2020.
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    Estimated future amortization for each of the next five fiscal years and thereafter is as follows:
(In thousands)Amortization
Remainder of 2021$7,674 
202215,224 
202314,938 
202414,257 
202513,171 
2026 and thereafter106,720 
Total$171,984 

7. 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 is based on either (i) a base rate equaling the higher of (a) the “prime rate”, (b) the federal funds effective rate plus 0.50% and (c) the Euro-currency rate applicable for an interest period of one month plus 1.00% plus (x) 3.00% margin for 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 $