SEC Filing | The Simply Good Foods Company

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atk-20210529

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________________________________

FORM 10-Q

_______________________________________________________


(Mark One)
☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended May 29, 2021


OR
o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________

Commission File Number: 001-38115

___________________________________________________________________________________________________________

The Simply Good Foods Company

(Exact name of registrant as specified in its charter)

___________________________________________________________________________________________________________


Delaware						82-1038121
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

1225 17th Street, Suite 1000

Denver, CO 80202

(Address of principal executive offices and zip code)

(303) 633-2840

(Registrant’s telephone number, including area code)

___________________________________________________________________________________________________________

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol

Name of each exchange on which registered

Common Stock, par value $0.01 per share

SMPL

Nasdaq

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ 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 July 2, 2021, there were 95,780,011 shares of common stock, par value $0.01 per share, issued and outstanding.

THE SIMPLY GOOD FOODS COMPANY AND SUBSIDIARIES

FORM 10-Q

FOR THE QUARTER ENDED MAY 29, 2021

INDEX


		Page
PART I. Financial Information
Item 1.	Financial Statements (Unaudited)	4
	Condensed Consolidated Balance Sheets	4
	Condensed Consolidated Statements of Operations and Comprehensive Income	5
	Condensed Consolidated Statements of Cash Flows	6
	Condensed Consolidated Statements of Stockholders’ Equity	8
	Notes to Unaudited Condensed Consolidated Financial Statements	10
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	35
Item 4.	Controls and Procedures	35
PART II. Other Information
Item 1.	Legal Proceedings	36
Item 1A.	Risk Factors	36
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	36
Item 3.	Defaults Upon Senior Securities	36
Item 4.	Mine Safety Disclosures	36
Item 5.	Other Information	36
Item 6.	Exhibits	37
	Signatures	38

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)


	May 29, 2021		August 29, 2020
Assets
Current assets:
Cash and cash equivalents	$	90,173	$	95,847
Accounts receivable, net	118,373		89,740
Inventories	78,579		59,085
Prepaid expenses	4,895		3,644
Other current assets	17,601		11,947
Total current assets	309,621		260,263

Long-term assets:
Property and equipment, net	13,377		11,850
Intangible assets, net	1,142,199		1,158,768
Goodwill	543,134		544,774
Other long-term assets	30,792		32,790
Total assets	$	2,039,123	$	2,008,445

Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	46,788	$	32,240
Accrued interest	334		960
Accrued expenses and other current liabilities	50,556		38,007
Current maturities of long-term debt	282		271
Total current liabilities	97,960		71,478

Long-term liabilities:
Long-term debt, less current maturities	500,154		596,879
Deferred income taxes	98,100		84,352
Warrant liability	154,352		93,638
Other long-term liabilities	20,151		22,765
Total liabilities	870,717		869,112
See commitments and contingencies (Note 10)

Stockholders’ equity:
Preferred stock, $0.01 par value, 100,000,000 shares authorized, none issued	—		—
Common stock, $0.01 par value, 600,000,000 shares authorized, 95,875,778 and 95,751,845 shares issued at May 29, 2021 and August 29, 2020, respectively	959		958
Treasury stock, 98,234 shares at cost at May 29, 2021 and August 29, 2020	(2,145)		(2,145)
Additional paid-in-capital	1,082,617		1,076,472
Retained earnings	87,561		64,927
Accumulated other comprehensive loss	(586)		(879)
Total stockholders’ equity	1,168,406		1,139,333
Total liabilities and stockholders’ equity	$	2,039,123	$	2,008,445

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 Operations and Comprehensive Income

(Unaudited, dollars in thousands, except share and per share data)


	Thirteen Weeks Ended				Thirty-Nine Weeks Ended
	May 29, 2021		May 30, 2020		May 29, 2021		May 30, 2020
Net sales	$	284,001	$	215,101	$	745,760	$	594,355
Cost of goods sold	162,998		126,475		440,451		358,129
Gross profit	121,003		88,626		305,309		236,226

Operating expenses:
Selling and marketing	30,826		24,510		82,171		69,985
General and administrative	25,668		28,713		77,645		74,961
Depreciation and amortization	4,187		4,248		12,643		10,988
Business transaction costs	—		47		—		26,900

Total operating expenses	60,681		57,518		172,459		182,834

Income from operations	60,322		31,108		132,850		53,392

Other income (expense):
Interest income	1		29		4		1,493
Interest expense	(7,985)		(8,324)		(24,352)		(23,882)
(Loss) gain in fair value change of warrant liability	(35,833)		31,703		(60,714)		82,655
Gain on legal settlement	5,000		—		5,000		—
(Loss) gain on foreign currency transactions	(272)		(418)		712		(596)
Other income	70		59		229		104
Total other (expense) income	(39,019)		23,049		(79,121)		59,774

Income before income taxes	21,303		54,157		53,729		113,166
Income tax expense	15,408		6,045		31,095		8,238
Net income	$	5,895	$	48,112	$	22,634	$	104,928

Other comprehensive income:
Foreign currency translation adjustments	$	95	$	61	$	293	$	(80)
Comprehensive income	$	5,990	$	48,173	$	22,927	$	104,848

Earnings per share from net income:
Basic	$	0.06	$	0.50	$	0.24	$	1.12
Diluted	$	0.06	$	0.17	$	0.23	$	0.23
Weighted average shares outstanding:
Basic	95,767,629		95,378,495		95,730,581		93,475,539
Diluted	97,589,656		98,322,316		97,197,180		97,933,550

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 Cash Flows

(Unaudited, dollars in thousands)


	Thirty-Nine Weeks Ended
	May 29, 2021		May 30, 2020
Operating activities
Net income	$	22,634	$	104,928
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization	13,508		11,607
Amortization of deferred financing costs and debt discount	3,449		2,312
Stock compensation expense	5,766		5,945
Loss (gain) in fair value change of warrant liability	60,714		(82,655)


Unrealized (gain) loss on foreign currency transactions	(712)		596
Deferred income taxes	13,670		8,055

Amortization of operating lease right-of-use asset	3,385		2,702
Loss on operating lease right-of-use asset impairment	686		—
Gain on lease termination	(156)		—

Other	769		229
Changes in operating assets and liabilities, net of acquisition:
Accounts receivable, net	(28,737)		6,407
Inventories	(20,318)		(2,636)
Prepaid expenses	(1,189)		(351)
Other current assets	(5,376)		(7,865)
Accounts payable	13,380		(11,561)
Accrued interest	(626)		(406)
Accrued expenses and other current liabilities	12,745		(10,496)
Other assets and liabilities	(2,104)		(2,711)
Net cash provided by operating activities	91,488		24,100

Investing activities
Purchases of property and equipment	(3,232)		(766)
Issuance of note receivable	—		(1,250)
Acquisition of business, net of cash acquired	—		(982,084)
Proceeds from sale of business	5,800		—
Investments in intangible assets	(114)		(206)
Net cash provided by (used in) investing activities	2,454		(984,306)

Financing activities
Proceeds from option exercises	700		931
Tax payments related to issuance of restricted stock units	(320)		(84)
Payments on finance lease obligations	(269)		(272)



Principal payments of long-term debt	(100,000)		(21,000)
Proceeds from issuance of common stock	—		352,542
Equity issuance costs	—		(3,323)
Proceeds from issuance of long-term debt	—		460,000
Proceeds from Revolving Credit Facility	—		25,000
Deferred financing costs	—		(8,208)
Net cash (used in) provided by financing activities	(99,889)		805,586

Cash and cash equivalents
Net decrease in cash	(5,947)		(154,620)
Effect of exchange rate on cash	273		(587)
Cash at beginning of period	95,847		266,341
Cash and cash equivalents at end of period	$	90,173	$	111,134

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	Thirty-Nine Weeks Ended
	May 29, 2021		May 30, 2020
Supplemental disclosures of cash flow information
Cash paid for interest	$	21,529	$	21,976
Cash paid for taxes	$	15,282	$	4,647
Non-cash investing and financing transactions
Non-cash proceeds from sale of business	$	3,000	$	—
Operating lease right-of-use assets recognized at ASU 2016-02 transition	$	—	$	5,102
Finance lease right-of-use assets recognized at ASU 2016-02 transition	$	—	$	1,185
Operating lease right-of-use assets recognized after ASU 2016-02 transition	$	316	$	3,745
Non-cash additions to property and equipment	$	84	$	374

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)


	Common Stock			Treasury Stock			Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Total
	Shares	Amount		Shares	Amount
Balance at August 29, 2020	95,751,845	$	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 units	53,908	—		—	—		(201)		—		—		(201)
Exercise of options to purchase common stock	13,118	—		—	—		157		—		—		157
Balance at November 28, 2020	95,818,871	$	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 units	7,034	—		—	—		(51)		—		—		(51)
Exercise of options to purchase common stock	30,810	1		—	—		369		—		—		370
Balance at February 27, 2021	95,856,715	$	959	98,234	$	(2,145)	$	1,080,340	$	81,666	$	(681)	$	1,160,139
Net income	—	—		—	—		—		5,895		—		5,895
Stock-based compensation	—	—		—	—		2,172		—		—		2,172

Foreign currency translation adjustments	—	—		—	—		—		—		95		95
Shares issued upon vesting of restricted stock units	4,683	—		—	—		(68)		—		—		(68)
Exercise of options to purchase common stock	14,380	—		—	—		173		—		—		173

Balance at May 29, 2021	95,875,778	$	959	98,234	$	(2,145)	$	1,082,617	$	87,561	$	(586)	$	1,168,406

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	Common Stock			Treasury Stock			Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Total
	Shares	Amount		Shares	Amount
Balance at August 31, 2019	81,973,284	$	820	98,234	$	(2,145)	$	715,740	$	(711)	$	(836)	$	712,868
Net loss	—	—		—	—		—		8,515		—		8,515
Stock-based compensation	—	—		—	—		1,673		—		—		1,673
Public equity offering	13,379,205	134		—	—		349,085		—		—		349,219

Shares issued upon vesting of restricted stock units	46,911	—		—	—		(70)		—		—		(70)
Exercise of options to purchase common stock	17,372	—		—	—		208		—		—		208

Balance at November 30, 2019	95,416,772	$	954	98,234	$	(2,145)	$	1,066,636	$	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 units	771	—		—	—		(10)		—		—		(10)
Exercise of options to purchase common stock	58,994	1		—	—		723		—		—		724
Balance at February 29, 2020	95,476,537	$	955	98,234	$	(2,145)	$	1,069,471	$	56,105	$	(977)	$	1,123,409
Net income	—	—		—	—		—		48,112		—		48,112
Stock-based compensation	—	—		—	—		2,150		—		—		2,150

Foreign currency translation adjustments	—	—		—	—		—		—		61		61
Shares issued upon vesting of restricted stock units	323	—		—	—		(4)		—		—		(4)

Balance at May 30, 2020	95,476,860	$	955	98,234	$	(2,145)	$	1,071,617	$	104,217	$	(916)	$	1,173,728

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 the Company’s Annual Report on Form 10-K/A (“Annual Report”) filed with the SEC on June 30, 2021.

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 the easing of movement restrictions. This uncertainty stems from the potential for, among other things, (i) the possibility 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) reversal in recently improving consumer purchasing and consumption behavior, and (v) the closure of customer establishments.

2. Summary of Significant Accounting Policies

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 (“SPACs”). Following consideration of the guidance in the SEC Statement, 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 June 30, 2021, the Company filed restatements of its previously issued consolidated and condensed financial statements with the SEC on the Company’s Annual Report on Form 10-K/A for the fiscal year ended August 29, 2020, as well as the Company’s Quarterly Report on Form 10-Q/A as of and for the thirteen weeks ended November 28, 2020 and the Company’s Quarterly Report on Form 10-Q/A as of and for the thirteen and twenty-six weeks ended February 27, 2021.

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Refer to Note 4, Summary of Significant Accounting Policies, to the consolidated financial statements included in the Annual Report 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 existing guidance related 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 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 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 and 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 will be material to its consolidated financial statements.

In October 2020, the FASB issued ASU 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 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 of this guidance and does not anticipate the adoption of this ASU will be material to its consolidated financial statements.

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, 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 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 related disclosures.

3. 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 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

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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.

For the thirty-nine weeks ended May 30, 2020, Business transaction costs within the Condensed 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.

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, net	25,359
Inventories	44,032
Prepaid assets	1,214
Other current assets	3,812
Property and equipment, net (1)	9,843
Intangible assets, net (2)	868,375
Other long-term assets	20,997
Liabilities assumed:
Accounts payable	25,200
Other current liabilities	11,237
Deferred income taxes (3)	10,754
Other long-term liabilities	18,891
Total identifiable net assets	912,295
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, Fair Value Measurements, 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 5 of the condensed consolidated financial statements. The fair value measurements of the assets and liabilities were based on significant inputs not observable in the market and thus represent Level 3 measurements within the fair value measurement hierarchy. Level 3 fair market values were determined using a variety of information, including estimated future cash flows 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, Fair Value Measurements, 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.

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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 in the table above. Specifically, the carrying amount of the intangible assets, net 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.

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 Ended				Thirty-Nine Weeks Ended
(In thousands)	May 29, 2021		May 30, 2020		May 29, 2021		May 30, 2020
Net sales (1)	$	127,097	$	87,234	$	327,891	$	192,621

(1) Net sales for the thirteen and thirty-nine weeks ended May 29, 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 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 Ended		Thirty-Nine Weeks Ended
(In thousands)	May 30, 2020		May 30, 2020
Revenue	$	215,101	$	662,758
Gross profit	$	88,626	$	267,293
Net income	$	47,040	$	128,689

4. 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 Ended				Thirty-Nine Weeks Ended
(In thousands)	May 29, 2021		May 30, 2020		May 29, 2021		May 30, 2020
North America (1)
Atkins	$	146,082	$	121,937	$	382,998	$	381,184
Quest (2)	127,097		87,234		327,891		192,621
Total North America	273,179		209,171		710,889		573,805
International	10,822		5,930		34,871		20,550
Total net sales	$	284,001	$	215,101	$	745,760	$	594,355

(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 the 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 approximately $0.6 million and $0.7 million for the thirteen and thirty-nine weeks ended May 29, 2021, respectively, and were approximately $0.1 million and

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$0.2 million for the thirteen and thirty-nine weeks ended May 30, 2020, respectively. As of May 29, 2021 and August 29, 2020, the allowances for doubtful accounts related to these accounts receivable were $1.2 million and $0.5 million, respectively.

5. Goodwill and Intangibles

Changes to Goodwill during the thirty-nine weeks ended May 29, 2021 were as follows:


(in thousands)	Goodwill
Balance as of August 29, 2020	$	544,774
Acquisition of business, measurement period adjustment	1,178
Sale of business	(2,818)
Balance as of May 29, 2021	$	543,134

The change in Goodwill attributed to the acquisition of a business during the thirty-nine weeks ended May 29, 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 3. 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 thirty-nine weeks ended May 29, 2021 or since the inception of the Company.

Intangible assets, net in the Condensed Consolidated Balance Sheets consists of the following:


				May 29, 2021
(In thousands)	Useful life			Gross carrying amount		Accumulated amortization		Net carrying amount
Intangible assets with indefinite life:
Brands and trademarks	Indefinite life			$	974,000	$	—	$	974,000
Intangible assets with finite lives:
Customer relationships	15 years			174,000		27,203		146,797
Proprietary recipes and formulas	7 years			7,000		3,881		3,119
Licensing agreements	14 years			22,000		6,099		15,901
Software and website development costs	3	-	5 years	5,302		2,975		2,327
Intangible assets in progress	3	-	5 years	55		—		55
				$	1,182,357	$	40,158	$	1,142,199


				August 29, 2020
(In thousands)	Useful life			Gross carrying amount		Accumulated amortization		Net carrying amount
Intangible assets with indefinite life:
Brands and trademarks	Indefinite life			$	979,000	$	—	$	979,000
Intangible assets with finite lives:
Customer relationships	15 years			174,000		18,503		155,497
Proprietary recipes and formulas	7 years			7,000		3,131		3,869
Licensing agreements	14 years			22,000		4,920		17,080
Software and website development costs	3	-	5 years	5,967		2,645		3,322
				$	1,187,967	$	29,199	$	1,158,768

Changes in Intangible assets, net during the thirty-nine weeks ended May 29, 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

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during each of the thirteen weeks ended May 29, 2021 and May 30, 2020 was $3.8 million and $3.9 million, respectively. Amortization expense related to intangible assets during the thirty-nine weeks ended May 29, 2021 and May 30, 2020 was $11.6 million and $10.1 million, respectively. There were no impairment charges related to intangible assets during the thirteen and thirty-nine weeks ended May 29, 2021 and May 30, 2020.

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


(In thousands)	Amortization
Remainder of 2021	$	3,834
2022	15,224
2023	14,938
2024	14,257
2025	13,171
2026 and thereafter	106,720
Total	$	168,144

6. Long-Term Debt and Line of Credit

On July 7, 2017, the Company entered into a credit agreement with Barclays Bank PLC and other parties (as amended to date, the “Credit Agreement”). The Credit Agreement provides for (i) a term facility of $200.0 million (“Term Facility”) with a seven-year maturity and (ii) a revolving credit facility of up to $75.0 million (the “Revolving Credit Facility”) with a five-year maturity. Substantially concurrent with the consummation of the Acquisition of Atkins, the full $200.0 million of the Term Facility (the “Term Loan”) was drawn. The interest rate per annum 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% or (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 (as defined in the Incremental Facility Amendment) and as of the Amendment No. 2 Effective Date (as defined in the Incremental Facility Amendment), the Initial Term Loans bear 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 partially 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 the Company’s 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 facilities may result in an event of default. The Company was in compliance with all financial covenants as of May 29, 2021 and August 29, 2020, respectively.

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Long-term debt consists of the following:


(In thousands)	May 29, 2021		August 29, 2020
Term Facility (effective rate of 4.8% at May 29, 2021)	506,500		606,500

Finance lease liabilities (effective rate of 5.6% at May 29, 2021)	758		922
Less: Deferred financing fees	6,822		10,272
Total debt	500,436		597,150

Less: Current finance lease liabilities	282		271
Long-term debt, net of deferred financing fees	$	500,154	$	596,879

The Company is not required to make principal payments on the Term Facility over the twelve months following the period ended May 29, 2021. The outstanding balance of the Term Facility is due upon its maturity in July 2024. As of May 29, 2021 and August 29, 2020, there were no amounts drawn against the Revolving Credit Facility.

As of May 29, 2021, the Company had letters of credit in the amount of $3.5 million outstanding. These letters of credit offset against the availability of the Revolving Credit Facility and exist to support three of the Company’s leased buildings and insurance programs relating to workers’ compensation.

The Company utilizes market approaches to estimate the fair value of certain outstanding borrowings by discounting anticipated future cash flows derived from the contractual terms of the obligations and observable market interest and foreign exchange rates. The Company carries debt at historical cost and discloses fair value. As of May 29, 2021 and August 29, 2020, the book value of the Company’s debt approximated fair value. The estimated fair value of the Term Loan is valued based on observable inputs and classified as Level 2 in the fair value hierarchy.

7. Fair Value of Financial Instruments

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To increase the comparability of fair value measurements, a three-tier fair value hierarchy, which prioritizes the inputs used in the valuation methodologies, is used:

Level 1 – Valuations based on quoted prices for identical assets and liabilities in active markets.

Level 2 – Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.

Level 3 – Valuations based on unobservable inputs reflecting the Company’s own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment.

The carrying amounts of cash and cash equivalents, accounts receivable and accounts payable approximated fair value as of May 29, 2021 and August 29, 2020 due to the relatively short maturity of these instruments.

Level 3 Measurements

The Company has outstanding liability-classified Private Warrants that allow holders to purchase 6,700,000 shares of the Company’s common stock. Such Private Warrants are held by Conyers Park Sponsor, LLC, a related party. The Company utilizes the Black-Scholes valuation model to estimate the fair value of the Private Warrants at each reporting date. The application of the Black-Scholes model utilizes significant assumptions, including volatility. Significant judgment is required in determining the expected volatility (the key assumption) of the Private Warrants. In order to determine the most accurate measure of this volatility, the Company measured expected volatility based on several inputs, including considering a peer group of publicly traded companies, the Company’s implied volatility based on traded options, the implied volatility of comparable SPAC warrants, and the implied volatility of any outstanding public warrants during the periods they were outstanding. As a result of the unobservable inputs that were used to determine the expected volatility of the Private Warrants, the fair value measurement of these warrants reflects a Level 3 measurement within the fair value measurement hierarchy.

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There were 6,700,000 Private Warrants outstanding as of May 29, 2021 and May 30, 2020. The table below summarizes the inputs used to calculate the fair value of the warrant liability at each of the dates indicated below:


	May 29, 2021			May 30, 2020
Exercise Price	$	11.50		$	11.50
Stock Price	$	34.53		$	17.03
Dividend Yield	—		%	—		%
Expected Term (in Years)	1.11			2.11
Risk-Free Interest Rate	0.06		%	0.16		%
Expected Volatility	23.90		%	31.80		%
Per Share Value of Warrants	$	23.04		$	6.26

The periodic remeasurement of the warrant liability is reflected in (Loss) gain in fair value change of warrant liability