View:
United States securities and exchange commission logo
March 1, 2021
Todd Cunfer
Chief Financial Officer
Simply Good Foods Co
1225 17th Street, Suite 1000
Denver, CO 80202
Re: Simply Good Foods
Co
Form 10-K for the
fiscal year ended August 29, 2020
Filed October 28,
2020
File No. 1-38115
Dear Mr. Cunfer:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for the fiscal year ended August 29, 2020
Management's Discussion and Analysis of Financial Condition and Results
of Operations
Reconciliation of Adjusted Diluted Earnings Per Share, page 40
1. We note your
presentation of the non-GAAP adjustments you use to calculate the non-
GAAP financial measure,
Adjusted Diluted Earnings Per Share. It appears to us that
presenting your
adjustments, net of tax, is not consistent with the response to Question
102.11 in the updated
Compliance and Disclosure Interpretations (April 4, 2018). Please
revise your non-GAAP
presentations in all filings accordingly and include disclosures to
explain how the tax
impact for adjustments is calculated.
Todd Cunfer
FirstName LastNameTodd
Simply Good Foods Co Cunfer
Comapany
March NameSimply Good Foods Co
1, 2021
March2 1, 2021 Page 2
Page
FirstName LastName
Liquidity and Capital Resources
Cash Flows, page 43
2. We note your reference to changes in working capital impacting cash
flows provided by
operating activities. Please expand your disclosures to discuss and
quantify the specific
factors that contributed to material changes in operating cash flows
during the periods
presented. The disclosure should also discuss the underlying reasons
for changes in
working capital items that affect operating cash flows. See the
guidance in Section IV.B.1
of SEC Release 33-8350.
Critical Accounting Policies, Judgments and Estimates
Goodwill and Other Intangible Assets, page 45
3. We note that you performed a quantitative assessment of goodwill in
fiscal 2020 and
determined that goodwill was not impaired. Please identify the
reporting units that have
goodwill and, to the extent any reporting units are at risk of
impairment, disclose the
percentage by which the estimated fair value exceeded the carrying
value as of the most
recent test date and describe any potential events and/or changes in
circumstances, such as
the recent pandemic, that could reasonably be expected to negatively
affect any key fair
value assumptions. If you have determined that the estimated fair
values of your reporting
units substantially exceed their carrying values, please disclose that
determination. Refer
to Section V of SEC Release 33-8350.
4. Your disclosures indicate that you recorded a $3 million impairment
charge related to
your SimplyProtein brand intangible asset as a result of your Fiscal
2020 impairment
testing. Based on your remaining goodwill and intangible balances, it
appears future
impairments could be material to your results of operations. Please
disclose and discuss
the risks associated with possible future impairments and the material
assumptions
underlying your impairment analyses.
Todd Cunfer
FirstName LastNameTodd
Simply Good Foods Co Cunfer
Comapany
March NameSimply Good Foods Co
1, 2021
March3 1, 2021 Page 3
Page
FirstName LastName
Consolidated Financial Statements
17. Segment and Customer Information, page 78
5. Please provide the revenue and long-lived asset disclosures required
by ASC 280-10-50-
41 for each material country.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Mindy Hooker, Accountant, at (202) 551-3732 or Anne
McConnell,
Accountant, at (202) 551-3709 if you have any questions.
Sincerely,
Division of
Corporation Finance
Office of
Manufacturing