10-Q 1 smpl_q3x2018.htm 10-Q Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________________________
FORM 10-Q
_______________________________________________________
(Mark One)
 
ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended May 26, 2018
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)
smpla01.jpg
___________________________________________________________________________________________________________
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)
___________________________________________________________________________________________________________
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No☐
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Date File required to be submitted and posted 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 and post such files). Yes ý No ☐  
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
 
Accelerated filer
Non-accelerated filer
ý  (Do not check if a smaller reporting company)
 
Smaller reporting company
 
 
 
Emerging growth company
ý

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. ý

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

As of June 29, 2018, there were 70,582,573 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 26, 2018



INDEX


2



Part I. Financial Information

Item 1. Financial Statements (Unaudited)

The Simply Good Foods Company and Subsidiaries
Condensed Consolidated Balance Sheets
(Unaudited, dollars in thousands, except share data)
 
May 26, 2018
 
 
August 26, 2017
 
(Successor)
 
 
(Successor)
Assets
 
 
 
 
Current assets:
 
 
 
 
Cash and cash equivalents
$
88,361

 
 
$
56,501

Accounts receivable, net
41,661

 
 
37,181

Inventories
24,955

 
 
29,062

Prepaid expenses
4,216

 
 
2,904

Other current assets
10,911

 
 
8,263

Total current assets
170,104

 
 
133,911


 
 
 
 
Long-term assets:
 
 
 
 
Property and equipment, net
2,460

 
 
2,105

Intangible assets, net
314,270

 
 
319,148

Goodwill
471,427

 
 
465,030

Other long-term assets
2,294

 
 
2,294

Total assets
$
960,555

 
 
$
922,488


 
 
 
 
Liabilities and stockholders' equity
 
 
 
 
Current liabilities:
 
 
 
 
Accounts payable
$
10,127

 
 
$
14,859

Accrued interest
527

 
 
561

Accrued expenses and other current liabilities
15,054

 
 
15,042

Current portion of TRA liability
2,579

 
 
2,548

Current maturities of long-term debt
664

 
 
234

Total current liabilities
28,951

 
 
33,244


 
 
 
 
Long-term liabilities:
 
 
 
 
Long-term debt, less current maturities
191,084

 
 
191,856

Long-term portion of TRA liability
25,325

 
 
23,127

Deferred income taxes
55,033

 
 
75,559

Total liabilities
300,393

 
 
323,786

See commitments and contingencies (Note 8)


 
 



 
 
 
 
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, 70,582,573 and 70,562,477 issued and outstanding, respectively
706

 
 
706

Additional paid-in-capital
613,350

 
 
610,138

Retained earnings (accumulated deficit)
46,588

 
 
(12,161
)
Accumulated other comprehensive (loss) income
(482
)
 
 
19

Total stockholders' equity
660,162

 
 
598,702

Total liabilities and stockholders' equity
$
960,555

 
 
$
922,488

See accompanying notes to the unaudited condensed consolidated financial statements.

3



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 26, 2018
 
 
May 27, 2017
 
May 26, 2018
 
 
May 27, 2017
 
(Successor)
 
 
(Predecessor)
 
(Successor)
 
 
(Predecessor)
Net sales
$
107,233

 
 
$
96,503

 
$
323,167

 
 
$
298,614

Cost of goods sold
55,949

 
 
52,933

 
168,869

 
 
159,759

Gross profit
51,284

 
 
43,570

 
154,298

 
 
138,855

 
 
 
 
 
 
 
 
 
 
Operating expenses:
 
 
 
 
 
 
 
 
 
Distribution
4,656

 
 
4,084

 
14,864

 
 
13,413

Selling
4,972

 
 
4,350

 
13,850

 
 
12,621

Marketing
10,999

 
 
9,733

 
30,905

 
 
28,969

General and administrative
14,158

 
 
12,276

 
38,948

 
 
33,975

Depreciation and amortization
1,911

 
 
2,482

 
5,793

 
 
7,409

Business transaction costs
35

 
 

 
1,912

 
 

Loss (gain) in fair value change of contingent consideration - TRA liability
614

 
 

 
(2,412
)
 
 

Other expense
137

 
 
17

 
567

 
 
75

Total operating expenses
37,482

 
 
32,942

 
104,427

 
 
96,462

 
 
 
 
 
 
 
 
 
 
Income from operations
13,802

 
 
10,628

 
49,871

 
 
42,393

 
 
 
 
 
 
 
 
 
 
Other income (expense):
 
 
 
 
 
 
 
 
 
Change in warrant liabilities

 
 
1,119

 

 
 
722

Interest expense
(3,057
)
 
 
(6,430
)
 
(9,169
)
 
 
(20,059
)
(Loss) gain on foreign currency transactions
(837
)
 
 
724

 
119

 
 
6

Other income
77

 
 
83

 
475

 
 
282

Total other expense
(3,817
)
 
 
(4,504
)
 
(8,575
)
 
 
(19,049
)
 
 
 
 
 
 
 
 
 
 
Income before income taxes
9,985

 
 
6,124

 
41,296

 
 
23,344

Income tax expense (benefit)
2,848

 
 
1,777

 
(17,453
)
 
 
8,747

Net income
$
7,137

 
 
$
4,347

 
$
58,749

 
 
$
14,597

 
 
 
 
 
 
 
 
 
 
Other comprehensive income:
 
 
 
 
 
 
 
 
 
Foreign currency translation adjustments
299

 
 
(805
)
 
(501
)
 
 
(389
)
Comprehensive income
$
7,436

 
 
$
3,542

 
$
58,248

 
 
$
14,208

 
 
 
 
 
 
 
 
 
 
Earnings per share from net income:
 
 
 
 
 
 
 
 
 
Basic
$
0.10

 
 
 
 
$
0.83

 
 
 
Diluted
$
0.10

 
 
 
 
$
0.81

 
 
 
Weighted average shares outstanding:
 
 
 
 
 
 
 
 
 
Basic
70,582,573

 
 
 
 
70,578,687

 
 
 
Diluted
73,466,285

 
 
 
 
72,907,141

 
 
 
See accompanying notes to the unaudited condensed consolidated financial statements.

4



The Simply Good Foods Company and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Unaudited, dollars in thousands)
 
Thirty-Nine Weeks Ended
 
May 26, 2018
 
 
May 27, 2017
 
(Successor)
 
 
(Predecessor)
Operating activities
 
 
 
 
Net income
$
58,749

 
 
$
14,597

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 
Depreciation and amortization
5,793

 
 
7,409

Amortization of deferred financing costs and debt discount
977

 
 
1,474

Stock compensation expense
2,981

 
 
1,871

Change in warrant liabilities

 
 
(722
)
Gain in fair value change of contingent consideration - TRA liability
(2,412
)
 
 

Unrealized gain (loss) on foreign currency transactions
119

 
 
(111
)
Deferred income taxes
(20,876
)
 
 
(1,128
)
Loss on disposal of property and equipment
77

 
 

Changes in operating assets and liabilities:
 
 
 
 
Accounts receivable, net
(4,812
)
 
 
8,289

Inventories
4,003

 
 
(1,110
)
Prepaid expenses
(1,296
)
 
 
(399
)
Other current assets
(2,334
)
 
 
(7,964
)
Accounts payable
(4,676
)
 
 
(1,168
)
Accrued interest
(34
)
 
 
(490
)
Accrued expenses and other current liabilities
203

 
 
(1,846
)
Other
(239
)
 
 
39

Net cash provided by operating activities
36,223

 
 
18,741

 
 
 
 
 
Investing activities
 
 
 
 
Purchases of property and equipment
(1,347
)
 
 
(421
)
Acquisition of business, net of cash acquired
(1,757
)
 
 
(21,039
)
Net cash used in investing activities
(3,104
)
 
 
(21,460
)
 
 
 
 
 
Financing activities
 
 
 
 
Proceeds from option exercises

 
 
109

Cash received from warrant exercises
231

 
 

Deferred financing costs
(319
)
 
 

Principal payments of long-term debt
(1,000
)
 
 
(53,586
)
Net cash used in financing activities
(1,088
)
 
 
(53,477
)
 
 
 
 
 
Cash and cash equivalents
 
 
 
 
Net increase (decrease) in cash
32,031

 
 
(56,196
)
Effect of exchange rate on cash
(171
)
 
 
(133
)
Cash at beginning of period
56,501

 
 
78,492

Cash and cash equivalents at end of period
$
88,361

 
 
$
22,163

 
 
 
 
 
Supplemental disclosures of cash flow information
 
 
 
 
Cash paid for interest
$
8,226

 
 
$
18,949

Cash paid for taxes
$
2,098

 
 
$
12,371

See accompanying notes to the unaudited condensed consolidated financial statements.

5



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

1. Nature of Operations and Principles of Consolidation

Conyers Park Acquisition Corp (“Conyers Park”) was formed on April 20, 2016, as a special purpose acquisition company (“SPAC”) for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

The Simply Good Foods Company (“Simply Good Foods”) was formed by Conyers Park on March 30, 2017. On April 10, 2017, Conyers Park and NCP-ATK Holdings, Inc. (“Atkins”) announced that they entered into a definitive merger agreement (the “Merger Agreement”). On July 7, 2017 (the “Closing Date”), pursuant to the Merger Agreement, Conyers Park merged into Simply Good Foods, which acquired Atkins. As a result, both entities became wholly-owned subsidiaries of Simply Good Foods (the "Business Combination"). Simply Good Foods was listed on the NASDAQ Capital Market under the symbol “SMPL” upon consummation of the Business Combination. Atkins was formerly owned by Roark Capital Management, LLC (“Roark”).

The Business Combination resulted in Conyers Park controlling the Board of Directors of the combined entity. For accounting purposes, Simply Good Foods is the acquirer and the accounting “successor” in the Business Combination while Atkins is the acquiree and accounting “predecessor”. Our financial statement presentation includes the financial statements of Atkins as “predecessor” for all periods prior to the Closing Date and of Simply Good Foods, including the consolidation of Atkins, for periods after the Closing Date. See Note 3 for a detailed discussion of the Business Combination.
 
The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All material intercompany accounts and transactions have been eliminated. Unless the context otherwise requires, “we,” “us,” “our” and the “Company” refer to Atkins and its subsidiaries for periods prior to the completion of the Business Combination, and Simply Good Foods and its subsidiaries for periods upon or after the completion of the Business Combination.

The consolidated financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). The Company maintains its accounting records on a 52/53-week fiscal year.

The financial information presented within our consolidated financial statements has been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). The accompanying financial statements include condensed consolidated balance sheets for the successor entity for the periods ended May 26, 2018 and August 26, 2017. The remaining financial statements include the successor thirteen and thirty-nine week periods ended May 26, 2018 and the predecessor thirteen and thirty-nine week periods ended May 27, 2017.

Description of Business

Simply Good Foods operates in the healthy snacking category. The Atkins® brand focuses on an approach to eating that advocates reduced levels of refined carbohydrates and refined sugars, and encourages the consumption of lean protein, fiber, fruits, vegetables, and good fats. The Company sells a variety of nutrition bars, Ready to Drink (“RTD”) shakes, snacks and confectionery products designed around the nutrition principles of the Atkins eating approach. In addition to snacking products, we have granted a license for frozen meals sold in the United States.

Seasonality

The Company has experienced in the past, and expects to continue to experience, seasonal fluctuations in sales as a result of consumer spending patterns. Historically, sales have been greatest in the first calendar quarter as the Company sells product to retail locations, which sell to consumers in the second fiscal quarter primarily driven by the post-holiday resolution season. The Company has also seen minimal seasonality in the summer and back-to-school shopping seasons in the third and fourth fiscal quarters, respectively. The period of the lowest sales has historically been the fourth fiscal quarter. The Company believes these consumer spending patterns are driven primarily by the predisposition of consumers to adjust their approach to nutrition at certain times of the year as well as the timing of the Company’s advertising linked with key customer promotion windows.


6



Unaudited Interim Condensed Consolidated Financial Statements

The interim condensed consolidated financial statements and related notes (“Interim Statements”) of the Company and its subsidiaries are unaudited. In the opinion of management, all adjustments (including normal recurring adjustments) and disclosures necessary for fair presentation have been included. The results reported in these Interim Statements are not necessarily indicative of the results that may be reported for the entire year. These Interim Statements should be read in conjunction with the Company's consolidated financial statements for the fiscal year ended August 26, 2017, included in our Annual Report on Form 10-K (“Annual Report”), filed on November 9, 2017. 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.

2. Summary of Significant Accounting Policies

Refer to Note 2, Summary of Significant Accounting Policies, to our consolidated financial statements included in our Annual Report for a description of significant accounting policies.

On December 22, 2017, President Trump signed the Tax Cuts and Jobs Act of 2017 (the “Tax Act”) into law. The change in the tax law will be partially effective in the current 2018 fiscal year and fully effective in the 2019 fiscal year. The primary impacts to the Company include repeal of the alternative minimum tax regime, decrease of the corporate income tax rate structure, and net operating loss limitations. These changes will have a material impact to the value of deferred tax assets and liabilities, the value of the Company’s Tax Receivable Agreement (the “TRA”), and the Company’s future taxable income and effective tax rate. Refer to Note 7, Income Taxes, below for further information regarding the recently issued law.

Other than the Tax Act, there have not been any significant changes to our significant accounting policies since August 26, 2017.

Recently Issued and Adopted Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers. The objective of ASU No. 2014-09 is to outline a new, single comprehensive model to use in accounting for revenue arising from contracts with customers. The new revenue recognition model provides a five-step analysis for determining when and how revenue is recognized, depicting the transfer of promised goods or services to customers in an amount that reflects the consideration that is expected to be received in exchange for those goods or services. On July 9, 2015, the FASB voted to delay the implementation of ASU No. 2014-09 by one year to fiscal years and interim periods within those years beginning after December 15, 2017. An entity may elect to early adopt as of the original effective date, fiscal years and interim periods within those years beginning after December 15, 2016. In April 2016, the FASB issued ASU No. 2016-10, Revenue from Contracts with Customers, Identifying Performance Obligations and Licensing, which provides additional clarification regarding identifying performance obligations and licensing. In December 2016, the FASB issued ASU No. 2016-19, 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers. These ASUs will replace most existing revenue recognition guidance in GAAP and, due to the Business Combination, will be effective for the Company beginning in fiscal 2019. The standard permits the use of either the retrospective or modified retrospective (cumulative effect) transition method.

The updated guidance requires companies to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, the new standard requires that reporting companies disclose the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The Company is currently evaluating recently issued guidance against contracts with key customers. The Company believes the key changes in the standard that impact revenue recognition relate to the recognition of customer programs and incentive offerings, including special pricing agreements, price protection, promotion, and other volume-based incentives. Based on our preliminary review, we do not expect adoption to have a material impact on our consolidated financial statements but further work to substantiate this preliminary conclusion is underway. We will determine the transition method to apply and the implications of using the full retrospective or modified retrospective approach after this additional work is concluded.

In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments-Overall (Subtopic 825-10). This new standard enhances the reporting model for financial instruments regarding certain aspects of recognition, measurement, presentation, and disclosure. The provisions of this ASU are effective for annual reporting periods beginning after December 15, 2017, and interim reporting periods within those annual periods. This ASU is to be applied using a cumulative-effect adjustment to the balance sheet

7



as of the beginning of the fiscal year of adoption. This ASU is effective for the Company’s August 2019 fiscal year end. The Company does not anticipate adoption of this ASU will have a material impact to its consolidated financial statements.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The standard requires lessees to recognize the assets and liabilities that arise from leases on the balance sheet. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. The new guidance is effective for the Company beginning in fiscal 2020. The amendments should be applied at the beginning of the earliest period presented using a modified retrospective approach with earlier application permitted as of the beginning of an interim or annual reporting period. The Company is currently evaluating the effects adoption of this guidance will have on its consolidated financial statements.

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. The new guidance is intended to eliminate diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The new standard is effective for financial statements issued for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted for all entities, provided that all of the amendments are adopted in the same period. The guidance requires application using a retrospective transition method. This ASU is effective for the Company’s August 2019 fiscal year end. The Company does not anticipate adoption of this ASU will have a material impact on its consolidated statements of cash flows.

In January 2017, the FASB issued ASU No. 2017-04, Intangibles – Goodwill and other (Topic 350): Simplifying the Test for Goodwill Impairment. The standard simplifies how an entity tests goodwill by eliminating Step 2 of the goodwill impairment test. The amended standard also modifies the concept of impairment from the condition that exists when the carrying amount of goodwill exceeds its implied fair value to the condition that exists when the carrying amount of a reporting unit exceeds its fair value. The new guidance is effective for the Company beginning in fiscal 2020. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company is currently evaluating the impact of the new guidance on its goodwill impairment testing.

In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805), to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The provisions of this ASU provide a more robust framework to use in determining when a set of assets and activities is a business by clarifying the requirements related to inputs, processes, and outputs. These provisions are to be applied prospectively and are effective for annual reporting periods beginning after December 15, 2017, and interim reporting periods within those annual periods. This ASU is effective for the Company’s 2019 fiscal year end. The Company does not anticipate adoption of this ASU to be material to its consolidated financial statements.

In May 2017, the FASB issued ASU No. 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting. The amended standard specifies the modification accounting applicable to any entity which changes the terms or conditions of a share-based payment award. The new guidance is effective for all entities after December 2017. Early adoption is permitted. The Company does not anticipate adoption of this ASU to be material to its consolidated financial statements.

3. Business Combination

Acquisition of Atkins

Upon the consummation of the Business Combination, and through a number of sub-mergers discussed in Note 1 above, Conyers Park merged into Simply Good Foods which subsequently acquired, and obtained control over Atkins. As a result of the Business Combination, Simply Good Foods is the acquirer for accounting purposes, and Atkins is the acquiree and accounting predecessor. The Company’s financial statement presentation distinguishes a “Predecessor” for Atkins for periods prior to the Closing Date. The Company is the “Successor” for periods after the Closing Date, which includes consolidation of Atkins subsequent to the Business Combination. The Business Combination was accounted for using the acquisition method of accounting, and the Successor financial statements reflect a new basis of accounting that is based on the fair value of the net assets acquired. The historical financial information of Conyers Park, prior to the Business Combination, is not reflected in the Predecessor financial statements as those amounts are considered de-minimis. The financial statements of Conyers Park are included in the post-merger Successor entity, which includes balance sheet and equity items of Conyers Park assumed by Simply Good Foods through the transaction. As a result of the application of the acquisition method of accounting as of the Closing Date, the financial statements for the Predecessor period and for the Successor period are presented on a different basis of accounting and are therefore not comparable.


8



The Business Combination was accounted for using the acquisition method of accounting in accordance with ASC 805, Business Combinations (“ASC 805”). ASC 805 requires, among other things, that assets acquired and liabilities assumed be recognized at their fair values, as determined in accordance with ASC 820, Fair Value Measurements, as of the Closing Date. Consistent with the acquisition method of accounting, the assets acquired and liabilities assumed from Atkins have been recorded at their respective fair values and added to those of Conyers Park. ASC 805 establishes a measurement period to provide the Company with a reasonable amount of time to obtain the information necessary to identify and measure various items in a business combination and cannot extend beyond one year from the acquisition date.

The Business Combination was funded by Conyers Park through a combination of cash, stock, and debt financing. Cash sources of funding included $404.0 million of cash held in Conyers Park’s trust account, $100.0 million from private placement equity issuance, $200.0 million in new term loan debt, and $0.2 million of cash on hand at Conyers Park. Upon the close of the transaction, a total of $8.1 million was paid in debt issuance costs related to the new term loan, $8.1 million was paid in deferred equity issuance costs related to the original IPO of Conyers Park, $3.0 million was paid related to the private placement equity issuance costs, and $12.4 million of cash was paid in acquisition-related transaction costs incurred by Conyers Park. As an integrated part of the closing of the Business Combination, $284.0 million of cash was paid to retire the predecessor long-term debt of Atkins. The acquisition-related transaction costs incurred by Conyers Park are reflected within the opening accumulated deficit within the Simply Good Foods consolidated statement of stockholder’s equity. In the first quarter of fiscal 2018, per the terms of the Merger Agreement, Simply Good Foods paid a working capital adjustment of $1.8 million to the former owners of Atkins, which resulted in an increase to the previously recognized Goodwill.

Upon completion of the purchase accounting as of the close of the transaction, Roark received approximately $821.6 million in total consideration. A total of $673.8 million of cash consideration was paid to acquire Atkins. The total consideration is inclusive of 10.2 million shares of common stock of Simply Good Foods valued at $11.47 per share, or $117.6 million in equity consideration at fair value. Roark is also entitled to future cash payments pursuant to the TRA, which had a preliminary estimated fair value of $25.7 million as of the close of the Business Combination. During the second quarter, we completed the valuation of the TRA. The finalized TRA resulted in incremental contingent consideration of $4.6 million, the inclusion of which increased the initial fair value of TRA consideration to $30.3 million. The increase in consideration also increased Goodwill by $4.6 million to $471.4 million. The TRA obligation is recorded at fair value and is classified as a liability. The TRA provides for the payment by Simply Good Foods to Roark for certain federal, state, local and non-U.S. tax benefits deemed realized in post-closing taxable periods by Simply Good Foods, Conyers Park, Atkins and Atkins’ eligible subsidiaries from the use of up to $100 million of the following tax attributes: (i) net operating losses available to be carried forward as of the close of the Business Combination, (ii) certain deductions generated by the consummation of the business transaction, and (iii) remaining depreciable tax basis from the 2003 acquisition of Atkins Nutritionals, Inc. Subsequent changes in the fair value of the TRA contingent consideration will be recognized in earnings. As of May 26, 2018, the estimated fair value of prospective contingent payments is $27.9 million, which represents 100% of the value of the recorded tax attributes (refer to Note 7, Income Taxes, for additional discussion on the TRA).

As disclosed in the Annual Report, the predecessor financial statements of historical Atkins included business combination related seller costs of $2.0 million related to legal costs, $8.6 million of contingent success fees to an investment banker providing advisory services triggered by the transaction, and $13.8 million of contingent change-in-control bonuses. These seller costs were incurred during the fourth quarter of fiscal 2017 and were recorded within Business combination transaction costs in the Statements of Operations and Comprehensive Income as disclosed in the Annual Report.

The following summarizes the fair value of the Business Combination.
(In thousands)
 
Cash paid
$
673,763

Equity consideration paid to selling equity holders (a)
117,567

Total cash and equity consideration
791,330

TRA to selling equity holders
30,315

Total consideration
$
821,645


    

9



(1) Equity consideration paid is summarized below:
(In thousands, except equity per share data)
 
Shares of Simply Good Foods paid to former equity holders of Atkins
10,250

Fair value of SMPL equity per share
$
11.47

Equity consideration paid
$
117,567


The fair value of these units was determined as follows:
Per share price based on the market price on the day of the close
$
11.47


The Company has recorded the final allocation of the purchase price to Predecessor’s tangible and identified intangible assets acquired and liabilities assumed, based on their fair values as of the closing date. The July 7, 2017 fair value is as follows (in thousands):
Assets acquired:
 
Cash and cash equivalents
$
71,181

Accounts receivable, net
31,507

Inventories
33,023

Prepaid assets
1,781

Other current assets
13,466

Property and equipment, net
1,793

Intangible assets, net (1)
320,000

Other long-term assets
2,224

Liabilities assumed:
 
Accounts payable
(12,187
)
Other current liabilities
(36,498
)
Deferred income taxes (2)
(76,072
)
Total identifiable net assets
350,218

Goodwill (1)(3)
471,427

Total assets acquired and liabilities assumed
$
821,645


(1)
Goodwill and intangible assets were recorded at fair value consistent with ASC 820 as a result of the Business Combination. Intangible assets consist of brands and trademarks, customer relationships, proprietary recipes and formulas, and licensing agreements. The useful lives of the intangible assets are disclosed in Note 4. The fair value measurement 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, appraisals, and market comparable data and companies.

(2)
As a result of the increase in the fair value of the intangible asset, the deferred income taxes were stepped-up by $50.7 million.

(3)
Amounts recorded for goodwill are generally not expected to be deductible for tax purposes.

Unaudited Pro Forma Financial Information

The following unaudited pro forma combined financial information presents combined results of Conyers Park and Atkins as if the Business Combination had occurred at the beginning of fiscal year 2017:
 
 
Thirteen Weeks Ended
 
Thirty-Nine Weeks Ended
 
 
May 27, 2017
 
May 27, 2017
Revenue
 
$
96,503

 
$
298,614

Gross profit
 
$
43,570

 
$
138,855

Net income
 
$
5,319

 
$
20,732

    

10



These pro forma combined results include certain adjustments, primarily due to decreases in amortization expense related to the changes in useful lives of intangible assets and decreases in interest expense due to the refinancing of Atkins debt. The pro forma financial information is not intended to represent or be indicative of the actual results of operations of the combined entity that would have been reported had the Business Combination been completed at the beginning of fiscal year 2017, nor is it representative of future operating results of the Company.

4. Goodwill and Intangibles

The following table presents the changes in Goodwill:
Balance as of August 26, 2017 (Successor)
$
465,030

Goodwill working capital adjustment
1,757

Measurement period adjustment of the Business Combination
4,640

Balance as of May 26, 2018 (Successor)
$
471,427


Changes in the Company’s Goodwill from August 26, 2017 to May 26, 2018 the result of finalization of the acquisition method of accounting as described in Note 3 above. There were no impairment charges related to goodwill during these periods or since the inception of the Company.

Intangible assets, net in our condensed consolidated balance sheets consist of the following:
Successor
 
 
 
May 26, 2018
 
 
Useful life
 
Gross carrying amount
 
Accumulated amortization
 
Net carrying amount
Intangible assets with indefinite life:
 
 
 
 
 
 
 
 
Brands and trademarks
 
Indefinite life
 
$
232,000

 
$

 
$
232,000

Intangible assets with finite lives:
 
 
 


 


 


Customer relationships
 
15 years
 
59,000

 
3,465

 
55,535

Proprietary recipes and formulas
 
7 years
 
7,000

 
881

 
6,119

Licensing agreements
 
14 years
 
22,000

 
1,384

 
20,616

 
 
 
 
$
320,000

 
$
5,730

 
$
314,270

Successor
 
 
 
August 26, 2017
 
 
Useful life
 
Gross carrying amount
 
Accumulated amortization
 
Net carrying amount
Intangible assets with indefinite life:
 
 
 
 
 
 
 
 
Brands and trademarks
 
Indefinite life
 
$
232,000

 
$

 
$
232,000

Intangible assets with finite lives:
 
 
 
 
 
 
 
 
Customer relationships
 
15 years
 
59,000

 
515

 
58,485

Proprietary recipes and formulas
 
7 years
 
7,000

 
131

 
6,869

Licensing agreements
 
14 years
 
22,000

 
206

 
21,794

 
 
 
 
$
320,000

 
$
852

 
$
319,148


Intangible assets, net changed due to amortization expense. Amortization expense related to intangible assets during the thirteen weeks ended May 26, 2018 and May 27, 2017 were $1.6 million and $2.2 million respectively. Amortization expense related to intangible assets during the thirty-nine weeks ended May 26, 2018 and May 27, 2017 were $4.9 million and $6.6 million respectively.

11



Estimated future amortization for each of the next five fiscal years and thereafter is as follows:
(In thousands by fiscal year)
 
 
Remainder of 2018
 
$
1,627

2019
 
6,505

2020
 
6,505

2021
 
6,505

2022
 
6,505

2023 and thereafter
 
54,623


5. 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. The credit agreement provides for (i) a term facility of $200.0 million (“Term Facility”) with a seven year maturity, and a revolving credit facility of up to $75.0 million (the “Revolving Credit Facility”) with a five year maturity, under the first lien senior secured loan facilities (the “First Lien”). Substantially concurrent with the consummation of the Business Combination, the full $200.0 million of the First Lien term loan (the “Term Loan”) was drawn. No amounts were drawn on the Revolving Credit Facility. 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 Term Loan or (y) 2.00% margin for 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. The applicable margin for Revolving Credit Facility will be adjusted after the completion of the Company’s first full fiscal quarter after the closing of the Business Combination based upon the Company’s consolidated First Lien net leverage ratio. 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 First Lien. As a result of the Repricing Amendment, the interest rate on the Term Loan was reduced and, as of the Amendment Date, such loans bear interest at a 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 will continue to bear interest based upon the Borrower’s consolidated First Lien 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 Borrower 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.

The First Lien is subject to mandatory prepayments based on contractual terms. With respect to the Term Loan, prior to the six-month anniversary of the Effective Date, a 1.00% prepayment premium is payable by the Company in connection with certain repricing events. The Company may also voluntarily prepay outstanding loans at any time.

The credit facilities governing our debt arrangements contain certain financial and other covenants. 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 facilities) contingent on credit extensions in excess of 30% of the total amount of commitments available under the revolving credit facility, and limitations on our ability to, among other things, incur and/or undertake asset sales and other dispositions, liens, indebtedness, certain acquisitions and investments, consolidations, mergers, reorganizations and other fundamental changes, payment of dividends and other distributions to equity and warrant holders, and prepayments of material subordinated debt, in each case, subject to customary exceptions materially consistent with credit facilities of such type and size. Any failure to comply with the restrictions of the credit facilities may result in an event of default. The credit facilities governing our debt arrangements bear interest at variable rates. If market interest rates increase, variable rate debt will create higher debt service requirements, which could adversely affect our cash flow. As the Company has not drawn on the Revolving Credit Facility as of May 26, 2018, and August 26, 2017, no debt covenants were applicable as of the period then ended.

As of May 26, 2018, the Company’s only outstanding long-term debt is the Term Loan maturing on July 7, 2024.


12



At May 26, 2018 and August 26, 2017, there were no amounts drawn against the Revolving Credit Facility or lines of credit, and long-term debt consists of the following:
 
May 26, 2018
 
 
August 26, 2017
 
(Successor)
 
 
(Successor)
Term Loan
$
199,000

 
 
$
200,000

Less: Deferred financing fees
7,252

 
 
7,910

Total debt
191,748

 
 
192,090

Less: Current maturities, net of deferred financing fees of $1.3 million at May 26, 2018 and August 26, 2017, respectively
664

 
 
234

Long-term debt, net of deferred financing fees
$
191,084

 
 
$
191,856


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 26, 2018 and August 26, 2017, the book value of the Company’s debt approximated fair value. All term debt is valued based on observable inputs and classified as Level 2 in the fair value hierarchy.

6. Fair Value of Financial Instruments

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

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

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

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

The following tables set forth the Company’s liabilities measured at fair value. The fair value and fair value inputs of the TRA is discussed in Note 7.

Fair value at May 26, 2018 is summarized as follows:
Successor
 
Level 1
 
Level 2
 
Level 3
 
Total
Liabilities
 
 
 
 
 
 
 
 
TRA liability
 
$

 
$

 
$
27,904

 
$
27,904


Fair value at August 26, 2017 is summarized as follows:
Successor
 
Level 1
 
Level 2
 
Level 3
 
Total
Liabilities
 
 
 
 
 
 
 
 
TRA liability
 
$

 
$

 
$
25,675

 
$
25,675


For the thirteen and thirty-nine week periods ended May 26, 2018, a loss of $0.6 million and a benefit of $2.4 million was charged to the Loss (gain) in fair value change of contingent consideration - TRA liability in the accompanying Condensed Consolidated Statements of Operations and Comprehensive Income respectively. The benefit recorded in the thirty-nine week period ended May 26, 2018 is primarily due the change in the federal tax rates as discussed in Note 7.


13



7. Income Taxes

On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (the “Tax Act”) was signed into law. The change in the tax law is partially effective in the current 2018 fiscal year and will be fully effective in the 2019 fiscal year. The Tax Act, among other things, reduces the top U.S. federal corporate tax rate from 35% to 21%, requires companies to pay a one-time transition tax on earnings of certain foreign subsidiaries that were previously tax deferred, and creates new taxes on certain foreign sourced earnings.

Due to the complexities involved in accounting for the Tax Act, the SEC Staff Accounting Bulletin (“SAB”) 118 requires that the Company include in its financial statements the reasonable estimate of the impact of the Tax Act on earnings to the extent such reasonable estimate has been determined. The Company is allowed a measurement period of up to one year after the enactment date to finalize the recording of the related tax impacts. As of May 26, 2018, we have not completed our accounting for the tax effects of enactment of the Tax Act; however, as described below, we have made a reasonable estimate of the effects on our existing deferred tax balances and the one-time transition tax and have recorded provisional amounts. In other cases, we have not been able to make a reasonable estimate and continue to account for those items based on our existing accounting under ASC 740, Income Taxes, and the provisions of the tax laws that were in effect immediately prior to enactment. For the items for which we were able to determine a reasonable estimate, we recognized a provisional gain of $29.0 million in the second quarter of 2018, which is included as a component of Income tax expense (benefit) in the accompanying Condensed Consolidated Statements of Operations and Comprehensive Income.

Provisional Amounts

The Tax Act reduces the corporate federal tax rate to 21%, effective January 1, 2018. In the second quarter, the Company recorded a provisional decrease to our deferred tax liabilities, net, with a corresponding net adjustment to deferred income tax benefit of $29.0 million, which is included within the Income tax (benefit) or expense line item for the thirty-nine week period ended May 26, 2018. While we are able to make a reasonable estimate of the impact of the reduction in corporate rate, it may be affected by other analysis related to the Tax Act, including, but not limited to, our calculation of deemed repatriation of deferred foreign income and the state tax effect of adjustments made to federal temporary differences.

The one-time transition tax is based on our total post-1986 earnings and profits (E&P) that we previously deferred from U.S. income taxes. We recorded immaterial provisional amounts for our one-time transition tax liability for of our foreign subsidiaries, resulting in an immaterial increase in income tax expense. We have not yet completed our calculation of the total post-1986 E&P for these foreign subsidiaries. Further, the transition tax is based in part on the amount of those earnings held in cash and other specified assets. This amount may change when we finalize the calculation of post-1986 foreign E&P previously deferred from U.S. federal taxation and finalize the amounts held in cash or other specified assets. We are continuing to gather additional information to compute the amount of the transition tax more precisely.

Effective Tax Rate

The following table shows the tax expense and the effective tax rate for the thirty-nine week period ended May 26, 2018 and May 27, 2017 resulting from operations:
 
 
May 26, 2018
 
 
May 27, 2017
 
 
(Successor)
 
 
(Predecessor)
Income before income taxes
 
$
41,296

 
 
$
23,344

Provision for income taxes
 
$
(17,453
)
 
 
$
8,747

Effective tax rate
 
(42.3
)%
 
 
37.5
%

The effective tax rate for the thirty-nine week period ended May 26, 2018 is lower than the effective tax rate for the thirty-nine week period ended May 27, 2017 by 79.8%, which is primarily driven by the change in the tax law due to the Tax Act and the provisional gain of $29.0 million recorded during the thirty-nine week period ended May 26, 2018.

Tax Receivable Agreement

Concurrent with the Business Combination, the Company entered into the TRA with the historical shareholders of Atkins. The TRA entered into by the Company in consideration for the Business Combination is valued based on the future expected payments under the terms of the agreement (see Note 3). As more fully described in the TRA, the TRA provides for the payment by Simply Good Foods to the Atkins’ selling equity holders for certain federal, state, local and non-U.S. tax benefits deemed realized in post-closing taxable periods by Simply Good Foods, Conyers Park, Atkins and Atkins’ eligible subsidiaries from the

14



use of up to $100 million of the following tax attributes: (i) net operating losses available to be carried forward as of the closing of the Business Combination, (ii) certain deductions generated by the consummation of the business transaction, and (iii) remaining depreciable tax basis from the 2003 acquisition of Atkins Nutritionals, Inc. In addition, Simply Good Foods will pay the Atkins selling equity holders for the use of 75% of up to $7.6 million of alternative minimum tax credit carryforwards. The TRA is contingent consideration and subsequent changes in fair value of the contingent liability will be recognized in earnings.

The Company re-measured the TRA due to the Tax Act in the second quarter, which changed federal tax law. The Tax Act resulted in a decrease to the top U.S. corporate tax rate, as well as other regime changes including the repeal of the alternative minimum tax for tax years beginning after December 31, 2017. The second quarter assessment of these changes resulted in a provisional one-time gain of $4.7 million, charged to the Loss (gain) in fair value change of contingent consideration - TRA liability in the accompanying thirty-nine week Condensed Consolidated Statements of Operations and Comprehensive Income. As of May 26, 2018, the estimated fair value of these contingent payments is $27.9 million, which has been recorded as a liability and represents 100% of the value of the recorded tax attributes.

Estimating the amount of payments that may be made under the TRA is by its nature imprecise, insofar as the calculation of amounts payable depends on a variety of factors. The actual increase in tax basis and deductions, as well as the amount and timing of any payments under the TRA, will vary depending upon a number of factors, including:

The amount and timing of the Company’s income - The Company is required to pay 100% of the deemed benefits as and when deemed realized. As such, the Company is generally not required to make payments under the TRA until and unless a tax benefit is actually realized on a filed return. Without income against which specified TRA attributes are deductible, the benefit of such deduction is not deemed realized, resulting in no payment under the TRA. The utilization of such tax attributes and recognition of benefit against Company income will result in payments under the TRA.

The amount and timing of deductions - Similar to the above, the timing of the recognition of deductions and attributes included in the TRA will impact the ultimate timing of payments under the TRA. In turn, the fair value of the TRA payments will fluctuate over time; and

Future tax rates of jurisdictions in which the Company has tax liability, including the finalization of the assessment of the impact of the Tax Act.

The TRA assumptions were re-measured for subsequent inputs based on the enacted tax rates under the Tax Act, signed into law on December 22, 2017. The significant fair value inputs used to estimate the future expected TRA payments to Roark include the timing of tax payments due to the assessment of the Tax Act, a tax savings rate of approximately 29.2% following the enactment of the Tax Act, a discount rate of approximately 9%, book income projections, timing of expected adjustments to calculate taxable income, and the projected rate of use for attributes defined in the TRA. The TRA fair value requires significant judgment and is classified as Level 3 in the fair value hierarchy assessment included in Note 6. The fair value of the instrument may change upon assessment of the Tax Act.

Payments made under the TRA are generally due within 90 days following the filing of the Company's U.S. federal and state income tax returns, and may include the tax returns that reflect activity as early as the taxable year ended August 26, 2017. Payments under the TRA will be based on the tax reporting positions that the Company will determine. The term of the TRA generally will continue until all applicable tax benefit payments have been made under the agreement.
    
As of May 26, 2018, the un-discounted future expected payments under the TRA are as follows:
(In thousands by fiscal year)
 
Estimated
future payments
2018
 
$
2,637

2019
 
16,027

2020
 
11,728

2021
 
1,595

2022
 
183

2023 and thereafter
 
106

 
 
$
32,276



15



8. Commitments and Contingencies

Leases

The Company has non-cancellable operating leases for six buildings. For the thirteen weeks ended May 26, 2018 and May 27, 2017, rent expenses for the successor entity were $0.6 million and for the predecessor entity were $0.5 million, respectively. For the thirty-nine weeks ended May 26, 2018 and May 27, 2017, rent expenses for the successor entity were $1.8 million and for the predecessor entity were $1.5 million, respectively.

Litigation

The Company is a party to certain litigation and claims that are considered normal to the operations of the business. Management is of the opinion that the outcome of these actions will not have a material adverse effect on the Company’s Consolidated Financial Statements.

Tax Receivable Agreement

Refer to Note 7 for detail on the TRA, which was contingent consideration at the time of the Business Combination.

Other

The Company has entered into endorsement contracts with certain celebrity figures to promote and endorse the Atkins brand and line of products. These contracts contain endorsement fees, which are expensed ratably over the life of the contract, and performance fees, that are recognized at the time of achievement. Based on the terms of the contracts in place and achievement of performance conditions as of May 26, 2018 the Company will be required to make payments of $0.3 million over the next year.

9. Stockholders' Equity

Successor Stock

The Company is authorized to issue 600,000,000 shares of common stock, par value $0.01 per share, of which 70,562,477 shares of Simply Good Foods were issued at the time of the Business Combination transaction and at August 26, 2017. The number of outstanding shares as of August 26, 2017 was previously reported within our Annual Report to be 70,628,322 due to the improper inclusion of 65,845 restricted stock units that were not outstanding shares of common stock at August 26, 2017. The disclosure of shares outstanding at August 26, 2017 has been updated in this report to reflect the actual number of shares outstanding.

During the thirty-nine week period ended May 26, 2018, equity warrants were converted for 20,096 shares of common stock, and at May 26, 2018 70,582,573 shares of common stock were issued and outstanding. Please refer to Note 11 regarding the treatment of stock-based compensation and restricted stock units.

Successor Equity Warrants

Prior to the Business Combination, Conyers Park issued 13,416,667 public warrants and 6,700,000 private placement warrants. Simply Good Foods assumed the Conyers Park equity warrants upon the change of control event. As a result of the Business Combination, the warrants issued by Conyers Park are no longer exercisable for shares of Conyers Park common stock, but instead are exercisable for common stock of Simply Good Foods. All other features of the warrants remain unchanged.

Each whole warrant entitles the holder to purchase one share of the Company's common stock at a price of $11.50 per share, subject to adjustment as discussed below. The public warrants became exercisable 30 days after the completion of the Business Combination and expire five years after that date, or earlier upon redemption or liquidation. The private warrants do not expire.
The Company may call the public warrants for redemption, in whole and not in part, at a price of $0.01 per warrant upon not less than 30 days prior written notice of redemption to each warrant holder if the reported last sale price of the Company’s common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ended three business days before the Company sends the notice of redemption to the warrant holders.


16



If the number of outstanding shares of the Company’s common stock is increased by a stock dividend payable in shares of common stock, split-up of shares of common stock or other similar event, then, on the effective date of such stock dividend, split-up or similar event, the number of shares of common stock issuable on exercise of each warrant will be increased in proportion to such increase in the outstanding shares of common stock.

If the number of outstanding shares of the Company’s common stock is decreased by a consolidation, combination, reverse stock split, reclassification of shares of common stock or other similar event, then, on the effective date of such consolidation, combination, reverse stock split, reclassification or similar event, the number of shares of common stock issuable on exercise of each warrant will be decreased in proportion to such decrease in outstanding shares of common stock.

Due to the exercise of 20,096 warrants during the thirty-nine week period ended May 26, 2018, the Company had 20,096,571 warrants outstanding as of May 26, 2018.

Predecessor Warrant Liabilities of Atkins

Atkins, the predecessor company, had outstanding warrants prior to the transaction forming Simply Good Foods. These Warrants were settled as a part of the Business Combination. Refer to Note 3 for additional details on the Business Combination.

Historically, the value of the predecessor warrants were reflected as a liability in the accompanying consolidated financial statements and adjusted to fair value each reporting period through Change in warrant liabilities in the accompanying Consolidated Statements of Operations and Comprehensive Income. For the predecessor entity, other income (expense) of $1.1 million was included in the Change in warrant liabilities in the accompanying Condensed Consolidated Statements of Operations and Comprehensive Income for the thirteen weeks ended May 27, 2017.

10. Earnings Per Share

Basic earnings per share is based on the weighted average number of common shares issued and outstanding for the Successor period. Diluted earnings per share is based on the weighted average number of common shares issued and outstanding and the effect of all dilutive common stock equivalents outstanding during each period.

The following table reconciles the numerators and denominators used in the computations of both basic and diluted earnings per share:
 
 
Thirteen Weeks Ended
 
Thirty-Nine Weeks Ended
 
 
May 26, 2018
 
May 26, 2018
(In thousands, except share data)
 
(Successor)
 
(Successor)
Basic earnings per share computation:
 
 
 
 
Numerator:
 
 
 
 
Net income available to common stock shareholders
 
$
7,137

 
$
58,749

Denominator:
 
 
 
 
Weighted average common shares - basic
 
70,582,573

 
70,578,687

Basic earnings per share from net income
 
$
0.10

 
$
0.83

Diluted earnings per share computation:
 
 
 
 
Numerator:
 
 
 
 
Net income available to common stock shareholders
 
$
7,137

 
$
58,749

Denominator:
 
 
 
 
Weighted average common shares outstanding - basic
 
70,582,573

 
70,578,687

Warrant conversion
 
2,823,128

 
2,288,966

Restricted stock units
 
60,584

 
39,488

Weighted average common shares - diluted (1)
 
73,466,285

 
72,907,141

Diluted earnings per share from net income
 
$
0.10

 
$
0.81

(1) Excludes the effect of non-qualified stock options, which were anti-dilutive for the respective periods.

17



11. Stock Option Plan

Stock-based compensation includes stock options and restricted stock unit awards, which are awarded to employees, directors, and consultants of the Company. Stock-based compensation expense is recognized for equity awards over the vesting period based on their grant date fair value. Stock-based compensation expense is included within the same financial statement caption where the recipient’s other compensation is reported.

The Company recorded $1.0 million of stock-based compensation expense during the thirteen week successor period ended May 26, 2018 compared to $0.8 million of stock-based compensation expense recorded during thirteen week predecessor period ended May 27, 2017. The Company recorded $3.0 million of stock-based compensation expense during the thirty-nine week successor period ended May 26, 2018 compared to $1.9 million of stock-based compensation expense recorded during the thirty-nine week predecessor period ended May 27, 2017.

Stock Options

The following table summarizes Stock Option activity for the thirty-nine week period ended May 26, 2018:
 
 
Shares
 
Weighted average
exercise price
 
Weighted average remaining contractual life (in years)
Outstanding as of August 26, 2017
 
2,577,692

 
12.00

 
9.90
Granted
 
162,694

 
12.73

 
 
Exercised
 

 

 
 
Forfeited
 
(252,967
)
 
12.00

 
 
Outstanding as of May 26, 2018
 
2,487,419

 
12.05

 
9.17
 
 
 
 
 
 
 
Vested and expected to vest as of May 26, 2018
 
2,487,419

 
12.05

 
9.17
 
 
 
 
 
 
 
Exercisable as of May 26, 2018
 

 

 
0.00

Restricted Stock Units

The following table summarized Restricted Stock Unit activity for the thirty-nine week period ended May 26, 2018:
 
 
Units
 
Weighted average
grant-date fair value
Non-vested at August 26, 2017
 
65,845

 
$
12.00

Granted
 
71,066

 
11.99

Vested
 

 

Forfeited
 
(6,060
)
 
12.00

Outstanding as of May 26, 2018
 
130,851

 
12.00


12. Related Party Transactions

Successor

Tax Receivable Agreement

The TRA provides for the effective payment to the former equity holders of Atkins for cash savings, if any, in U.S. federal, state and local income tax, or franchise tax that is actually realized as a result of the Business Combination discussed in Note 7.

Execution of the Merger Agreement

In the first quarter of fiscal 2018, per the terms of the Merger Agreement, Simply Good Foods paid a working capital adjustment of $1.8 million to the former owners of Atkins, which resulted in an increase to the previously recognized goodwill.


18



Predecessor

Pursuant to an arrangement with the former majority stockholder of Atkins, the Predecessor Company was obligated to pay a management fee of the greater of $0.9 million or an amount equal to 2% of consolidated adjusted earnings before interest, tax, depreciation and amortization (EBITDA), as defined by the First Lien and Second Lien, which can be prorated upon a fiscal year-end change. Annual reimbursements for out-of-pocket expenses were limited to $0.2 million.

For the thirteen week predecessor period ended May 27, 2017, the management fee expense was $0.4 million. For the thirty-nine week predecessor period ended May 27, 2017 the management fee expense was $1.4 million.

13. Segment and Customer Information

The Company has organized its operations into one operating segment that sells its branded nutritional foods and snacking products designed around the nutrition principles of the Atkins eating approach. The results of the operating segment are reviewed by the Company’s chief operating decision maker to make decisions about resource expenditures and assessing financial performance. This operating segment is therefore the Company’s only reportable segment.


19



Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This Quarterly Report on Form 10-Q (this “Report”) contains forward-looking statements. When used anywhere in this Report, the words “expect,” “believe,” “anticipate,” “estimate,” “intend,” “plan” and similar expressions are intended to identify forward-looking statements. These statements relate to future events or our future financial or operational performance and involve known and unknown risks, uncertainties and other factors that could cause our actual results, levels of activity, performance or achievements to differ materially from those expressed or implied by these forward-looking statements. We disclaim any undertaking to publicly update or revise any forward-looking statements contained herein to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. These statements reflect our current views with respect to future events and are based on assumptions subject to risks and uncertainties. Such risks and uncertainties include those related to our ability to sell our products.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our Consolidated Financial Statements and related notes included in Item 8 of our Annual Report on Form 10-K for the fiscal year ended August 26, 2017 ("Annual Report") and our unaudited condensed consolidated financial statements and the related notes appearing elsewhere in this Report. In addition to historical information, the following discussion contains forward-looking statements, such as statements regarding the Company’s expectation for future performance, liquidity and capital resources that involve risks, uncertainties and assumptions that could cause actual results to differ materially from the Company’s expectations. The Company’s actual results may differ materially from those contained in or implied by any forward-looking statements. Factors that could cause such differences include those identified below and in Item 1A “Risk Factors” of our Annual Report. The Company assumes no obligation to update any of these forward-looking statements.

Unless the context requires otherwise in this Report, the terms “we,” “us,” “our,” the “Company” and "Simply Good Foods" refer to The Simply Good Foods Company and its subsidiaries.

Overview

Simply Good Foods is a developer, marketer and seller of branded nutritional foods and snacking products. Our highly-focused product portfolio consists primarily of nutrition bars, RTD shakes, snacks and confectionery products marketed under the Atkins®, SimplyProtein®, Atkins Harvest Trail, and Atkins Endulge® brand names. Over the past 45 years, Atkins has become an iconic American brand that for many consumers stands for “low carb,” “low sugar” and “protein rich” nutrition. In our core snacking business, we strive to offer a complete line of nutrition bars, RTD shakes and confections that satisfy hunger while providing consumers with a convenient, “better-for-you” snacking alternative. In addition to snacking products, we have a license arrangement for frozen meals sold in the United States by Bellisio Foods, Inc.

We are a leading brand in nutritional snacking with a broad and growing consumer base. Our sales, marketing and R&D capabilities enable us to distribute products to a national customer base across the mass merchandiser, grocery and drug channels. We believe that our broad brand recognition, depth of management talent and strong cash generation position us to continue to innovate in the Atkins brand and acquire other brands, and thereby become an industry leading snacking platform. To that end, in December 2016, we completed the acquisition of Wellness Foods, Inc., a Canada-based developer, marketer and seller of the SimplyProtein® brand that is focused on protein-rich and low-sugar products, which management believes has significant opportunity for expansion in the U.S.

Seasonality

The Company has experienced in the past, and expects to continue to experience, seasonal fluctuations in sales as a result of consumer spending patterns. Historically, sales have been greatest in the first calendar quarter as the Company sells product to retail locations, which sell to consumers in the second fiscal quarter, primarily driven by the post-holiday resolution season. The Company has also seen minimal seasonality in the summer and back-to-school shopping seasons in the third and fourth fiscal quarters, respectively. The period of the lowest sales has historically been the fourth fiscal quarter. The Company believes these consumer spending patterns are driven primarily by the predisposition of consumers to adjust their approach to nutrition at certain times of the year as well as the timing of the Company’s advertising linked with key customer promotion windows.


20



Matters Affecting Comparability

The Simply Good Foods Company (“Simply Good Foods”) was formed on March 30, 2017 to consummate a business combination with NCP-ATK Holdings, Inc. (“Atkins”) and Conyers Park Acquisition Corp (“Conyers Park”). Conyers Park, a special purpose acquisition company (“SPAC”), was formed on April 20, 2016 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

On April 10, 2017, Conyers Park and Atkins entered into a definitive merger agreement (the “Merger Agreement”). Under the terms of the agreement, Conyers Park and Atkins combined under a new holding company, Simply Good Foods, which was listed on the NASDAQ Capital Market under the symbol “SMPL” as of closing of the Business Combination.

On July 7, 2017 (the "Closing Date") Simply Good Foods completed the business combination with Conyers Park and Atkins (the “Business Combination”). As a result, Simply Good Foods owns all of the equity in Atkins.

As a result of the Business Combination, Simply Good Foods is the acquirer for accounting purposes and the successor while Atkins is the acquiree and accounting predecessor. Our financial statement presentation includes the financial statements of Atkins as “Predecessor” for periods prior to the Closing Date and of Simply Good Foods for periods after the Closing Date, including the consolidation of Atkins.  Following the consummation of the Business Combination, we are obligated to make payments under the Tax Receivable Agreement (the “TRA”). See Note 7 Income Taxes for a detailed discussion of the TRA.

For convenience, we have also included supplemental pro forma information for the comparable periods of fiscal 2017 as if the Business Combination had been completed at the beginning of the fiscal year. References in this Quarterly Report to information provided on a pro forma basis refer to such supplemental pro forma financial information.

Our Reportable Segment

Our business is organized around one reportable segment based on our go-to-market strategies, the objectives of the business and how our chief decision maker, our Chief Executive Officer, monitors operating performance and allocates resources.

Key Financial Definitions

Net sales. Net sales consists primarily of product sales less cost of promotional activities, slotting fees and other sales credits and adjustments, including product returns. The Company also includes licensing revenue from the frozen meals business in net sales.

Cost of goods sold. Cost of goods sold consists primarily of the costs we pay to our contract manufacturing partners to produce the products sold. These costs include the purchase of raw ingredients, packaging, and a tolling charge for the contract manufacturer. Cost of goods sold includes products provided at no charge as part of promotions and the non-food materials provided with customer orders.

Operating expenses. Operating expenses consist primarily of selling, marketing, distribution, general and administrative, depreciation and amortization, and other expenses. The following is a brief description of the components of operating expenses:

Distribution. Distribution is principally freight associated with shipping and handling of products to the customer.

Selling. Selling expenses are comprised of broker commissions and customer marketing.

Marketing. Marketing expenses are comprised of media and other marketing costs.

General and administrative. General and administrative expenses are comprised of expenses associated with corporate and administrative functions that support our business, including fees for employee salaries, professional services, insurance and other general corporate expenses. We expect our general and administrative fees to increase as we incur additional legal, accounting, insurance and other expenses associated with being a public company.

Depreciation and amortization. Depreciation and amortization costs consist of costs associated with the depreciation of fixed assets and capitalized leasehold improvements and amortization of intangible assets.


21



Business transaction costs. Business transaction costs are comprised of legal, due diligence and accounting firm expenses associated with process of actively pursuing a potential business combination.

Loss (gain) in fair value change of contingent consideration - TRA liability. Loss (gain) in fair value change of contingent consideration - TRA liability charges relate to fair value adjustments of the TRA liability.

Other expense. Other expense is principally costs of restructuring consisting of severance and related expenses.

Results of Operations

In assessing the performance of our business, we consider a number of key performance indicators used by management and typically used by our competitors, including the non-GAAP measures of EBITDA and Adjusted EBITDA. Because not all companies use identical calculations, this presentation of EBITDA and Adjusted EBITDA may not be comparable to other similarly titled measures of other companies. See “Reconciliation of Adjusted EBITDA” below for a reconciliation of EBITDA and Adjusted EBITDA to net income for each applicable period.


22



Comparison of Unaudited Results for the Successor Period for the Thirteen Weeks Ended May 26, 2018 and the Predecessor Period for the Thirteen Weeks Ended May 27, 2017

The following unaudited table presents, for the periods indicated, selected information from our condensed consolidated financial results, including information presented as a percentage of net sales:
 
 
Successor
 
 
Predecessor
 
 
unaudited
 
 
 
 
unaudited
 
 
 
 
Thirteen Weeks Ended
 
 
 
 
Thirteen Weeks Ended
 
 
(in thousands)
 
May 26, 2018
 
% of Sales
 
 
May 27, 2017
 
% of Sales
Net sales
 
$
107,233

 
100.0
 %
 
 
$
96,503

 
100.0
 %
Cost of goods sold
 
55,949

 
52.2
 %
 
 
52,933

 
54.9
 %
Gross profit
 
51,284

 
47.8
 %
 
 
43,570

 
45.1
 %
 
 
 
 
 
 
 
 
 
 
Operating expenses:
 
 
 
 
 
 
 
 
 
Distribution
 
4,656

 
4.3
 %
 
 
4,084

 
4.2
 %
Selling
 
4,972

 
4.6
 %
 
 
4,350

 
4.5
 %
Marketing
 
10,999

 
10.3
 %
 
 
9,733

 
10.1
 %
General and administrative
 
14,158

 
13.2
 %
 
 
12,276

 
12.7
 %
Depreciation and amortization
 
1,911

 
1.8
 %
 
 
2,482

 
2.6
 %
Business transaction costs
 
35

 
 %
 
 

 
 %
Loss in fair value change of contingent consideration - TRA liability
 
614

 
0.6
 %
 
 

 
 %
Other expense
 
137

 
0.1
 %
 
 
17

 
 %
Total operating expenses
 
37,482

 
35.0
 %
 
 
32,942

 
34.1
 %
 
 
 
 
 
 
 
 
 
 
Income from operations
 
13,802

 
12.9
 %
 
 
10,628

 
11.0
 %
 
 
 
 
 
 
 
 
 
 
Other income (expense):
 
 
 
 
 
 
 
 
 
Change in warrant liabilities
 

 
 %
 
 
1,119

 
1.2
 %
Interest expense
 
(3,057
)
 
(2.9
)%
 
 
(6,430
)
 
(6.7
)%
(Loss) gain on foreign currency transactions
 
(837
)
 
(0.8
)%
 
 
724

 
0.8
 %
Other income
 
77

 
0.1
 %
 
 
83

 
0.1
 %
Total other expense
 
(3,817
)
 
(3.6
)%
 
 
(4,504
)
 
(4.7
)%
 
 
 
 
 
 
 
 
 
 
Income before income taxes
 
9,985

 
9.3
 %
 
 
6,124

 
6.3
 %
Income tax expense
 
2,848

 
2.7
 %
 
 
1,777

 
1.8
 %
Net income
 
$
7,137

 
6.7
 %
 
 
$
4,347

 
4.5
 %
 
 
 
 
 
 
 
 
 
 
Other financial data:
 
 
 
 
 
 
 
 
 
Adjusted EBITDA
 
$
17,940

 
16.7
 %
 
 
$
14,773

 
15.3
 %

Net sales. Net sales of $107.2 million represented an increase of $10.7 million, or 11.1%, for the thirteen weeks ended May 26, 2018 compared to the thirteen weeks ended May 27, 2017. The net sales increase of 11.1% was entirely organic, driven by volume growth of 6.5% and a 4.6% benefit from lower levels of promotional allowances.

Cost of goods sold. Cost of goods sold increased $3.0 million, or 5.7%, for the thirteen weeks ended May 26, 2018 compared to the thirteen weeks ended May 27, 2017. The increase is primarily due to volume growth of $2.8 million and an increase in supply chain costs of $0.2 million.


23



Gross profit. Gross profit increased $7.7 million, or 17.7%, for the thirteen week period ended May 26, 2018 compared to the thirteen week period ended May 27, 2017. Gross profit of $51.3 million, or 47.8% of net sales, for the thirteen weeks ended May 26, 2018 increased 270 basis points from 45.1% of net sales for the thirteen weeks ended May 27, 2017. The increase is primarily due to favorable changes in trade allowances.

Operating expenses. Operating expenses increased $4.5 million, or 13.8%, for the thirteen week period ended May 26, 2018 compared to the thirteen week period ended May 27, 2017 due to the following:

Distribution. Distribution expenses increased $0.6 million, or 14.0%, for the thirteen week period ended May 26, 2018 compared to the thirteen week period ended May 27, 2017. The increase is primarily driven by a higher cost to serve on a rate basis for distribution to customers.

Selling. Selling expenses increased $0.6 million, or 14.3%, for the thirteen week period ended May 26, 2018 compared to the thirteen week period ended May 27, 2017. The increase is primarily driven by a $0.4 million increase of in-store advertising and online activity, and a $0.2 million increase of broker costs.

Marketing. Marketing expenses increased $1.3 million, or 13.0%, for the thirteen week period ended May 26, 2018 compared to the thirteen week period ended May 27, 2017. The increase is primarily driven by an increase in media spending and production.

General and administrative. General and administrative expenses increased $1.9 million, or 15.3%, for the thirteen week period ended May 26, 2018 compared to the thirteen week period ended May 27, 2017. The increase is due to an increase in professional fees of $1.2 million, expense related to the expansion of our distribution center of $0.4 million and other general and administrative expenses of $0.3 million.

Depreciation and amortization. Depreciation and amortization expenses decreased $0.6 million for the thirteen week period ended May 26, 2018 compared to the thirteen week period ended May 27, 2017. The difference is related to the change in depreciable basis of intangible assets revalued at the time of the Business Combination.

Loss in fair value change of contingent consideration - TRA liability. The Company recorded a $0.6 million loss in contingent consideration for the thirteen week period ended May 26, 2018. The loss is due to the change in the fair value of the TRA, which relates to the Business Combination in the prior year.

Change in warrant liabilities. For the thirteen week period ended May 27, 2017, a gain of $1.1 million was recorded related to the fair value change in the predecessor warrant liabilities. The predecessor warrant liabilities were settled in conjunction with the Business Combination in the prior year.

Interest expense. Interest expense decreased $3.4 million for the thirteen week period ended May 26, 2018 compared to the thirteen week period ended May 27, 2017, as a result of favorable refinance terms and a reduced principal balance of long-term debt originated with the Business Combination in the prior year.

(Loss) gain on foreign currency transactions. A loss of $0.8 million in foreign currency transactions was recorded for the thirteen week period ended May 26, 2018 compared to a foreign currency gain of $0.7 million for the thirteen week period ended May 27, 2017. The change relates to changes in foreign currency rates related to international operations.

Income tax expense. Income tax expense increased $1.1 million, for the thirteen week period ended May 26, 2018 compared to the thirteen week period ended May 27, 2017. The difference is primarily due to an increase in income before income taxes of $3.9 million, reduced by an effective tax rate of 28.5% compared to an effective tax rate 29.0% in the comparable period. The change in tax law is discussed in Note 7 of the Condensed Consolidated Financial Statements included in this Report.

Adjusted EBITDA. Adjusted EBITDA increased $3.2 million, or 21.4%, for the thirteen week period ended May 26, 2018 compared to the thirteen week period ended May 27, 2017. The increase is primarily due to higher gross profit, partially offset by higher operating expenses. For a reconciliation of Adjusted EBITDA to its most directly comparable GAAP measure, see “Reconciliation of Adjusted EBITDA” below.

24



Supplemental Unaudited Pro Forma Combined Thirteen Week Period Ended May 27, 2017

The following unaudited pro forma financial information has been prepared from the perspective of Atkins and its thirteen week quarter ended May 27, 2017. The unaudited pro forma income statement presents the historical consolidated statement of operations of Atkins for the thirteen weeks ended May 27, 2017, giving effect to the Business Combination as if it had occurred on August 28, 2016.

The unaudited pro forma financial statements give effect to the Business Combination in accordance with the acquisition method of accounting for business combinations. The historical financial information has been adjusted to give pro forma effect to events that are related and/or directly attributable to the Business Combination, are factually supportable and are expected to have a continuing impact on the results of the combined company. The adjustments presented on the unaudited pro forma financial statements have been identified and presented to provide relevant information necessary for an accurate understanding of the combined company upon consummation of the Business Combination.

The unaudited pro forma financial information is for illustrative purposes only. The financial results may have been different if the Business Combination actually been completed sooner. You should not rely on the unaudited pro forma financial information as being indicative of the historical results that would have been achieved if the Business Combination had been completed as of the beginning of fiscal 2017.

25



Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the Pro Forma Thirteen Week Period Ended May 27, 2017
 
 
Unaudited Historical (i)
 
 
 
Pro Forma
 
 
(Predecessor)
 
 
 
Unaudited
 
 
Thirteen Weeks Ended
 
Pro Forma Adjustments
 
Thirteen Weeks Ended
(in thousands)
 
May 27, 2017
 
 
May 27, 2017
Net sales
 
$
96,503

 
$

 
$
96,503

Cost of goods sold
 
52,933

 

 
52,933

Gross profit
 
43,570

 

 
43,570

 
 
 
 
 
 
 
Operating expenses:
 
 
 
 
 
 
Distribution
 
4,084

 

 
4,084

Selling
 
4,350

 

 
4,350

Marketing
 
9,733

 

 
9,733

General and administrative
 
12,276

 
64

ii
12,340

Depreciation and amortization
 
2,482

 
(561
)
iii
1,921

Other expense
 
17

 

 
17

Total operating expenses
 
32,942

 
(497
)
 
32,445

 
 
 
 
 
 
 
Income from operations
 
10,628

 
497

 
11,125

 
 
 
 
 
 
 
Other income (expense):
 
 
 
 
 
 
Change in warrant liabilities
 
1,119

 
(1,119
)
iv

Interest expense
 
(6,430
)
 
3,453

v
(2,977
)
Gain on foreign currency transactions
 
724

 

 
724

Other income
 
83

 

 
83

Total other expense
 
(4,504
)
 
2,334

 
(2,170
)
 
 
 
 
 
 
 
Income before income taxes
 
6,124

 
2,831

 
8,955

Income tax expense
 
1,777

 
1,769

vi
3,546

Net income
 
$
4,347

 
$
1,062

 
$
5,409

 
 
 
 
 
 
 
Other financial data:
 
 
 
 
 
 
Adjusted EBITDA (vii)
 
$
14,773

 
 
 
$
14,773

i. The amounts presented represent the Predecessor’s historical GAAP results of operations.
ii. The adjustment represents the incremental stock-based compensation expense under the new Simply Good Foods omnibus incentive plan.
iii. The adjustment reflects the difference in the intangible asset amortization expense associated with the allocation of purchase price to intangible assets due to the Business Combination. The amortization expense decreased as additional indefinite lived intangible assets were identified for the successor entity than the predecessor entity. The amount of amortizable intangible assets identified in the Business Combination decreased from $125.8 million to $88.0 million.
iv. Simply Good Foods warrants are not liabilities and are accounted for as equity warrants. To make the periods comparable the adjustment represents the corresponding reversal of the predecessor fair value adjustment of expense.
v. The adjustment represents the expected interest expense, as of the time of the close of the Business Combination, associated with the term loan and revolving debt facilities of Simply Good Foods. The predecessor entity had $337.2 million outstanding as of August 27, 2016 while the successor entity had $200.0 million outstanding. At the time of the Transaction, the long-term debt of the predecessor entity accrued interest at 6.25% on the first lien and 9.75% on the second lien while the successor debt accrued interest at 3 month LIBOR and 4%. The significant reduction in outstanding principal and lower interest rates drive significant expense savings on a Pro Forma basis. Refer to Note 5 for details on the Long-Term Debt and Line of Credit.
vi. Represents the effective income tax rate of 39.6%. The amounts presented may be rounded for presentation purposes.
vii. Adjusted EBITDA is a non-GAAP financial measure. For a reconciliation to its most directly comparable GAAP measure, see “Reconciliation of Adjusted EBITDA” below.


26



Comparison of Unaudited Results for the Thirteen Week Period Ended May 26, 2018 and the Supplemental Pro Forma Thirteen Week Period Ended May 27, 2017

For comparative purposes, we are presenting an unaudited statement of operations for the thirteen week period ended May 26, 2018, compared to unaudited supplemental pro forma statement of operations for the thirteen week period ended May 27, 2017. The following table presents, for the periods indicated, selected information from our supplemented unaudited pro forma condensed consolidated financial results, including information presented as a percentage of net sales:
 
 
Historical
 
 
 Pro Forma
 
 
Successor
 
 
Predecessor
 
 
unaudited
 
 
 
 
unaudited
 
 
 
 
Thirteen Weeks Ended
 
 
 
 
Thirteen Weeks Ended
 
 
(in thousands)
 
May 26, 2018
 
% of sales
 
 
May 27, 2017
 
% of sales
Net sales
 
$
107,233

 
100.0
 %
 
 
$
96,503

 
100.0
 %
Cost of goods sold
 
55,949

 
52.2
 %
 
 
52,933

 
54.9
 %
Gross profit
 
51,284

 
47.8
 %
 
 
43,570

 
45.1
 %
 
 
 
 
 
 
 
 
 
 
Operating expenses:
 
 
 
 
 
 
 
 
 
Distribution
 
4,656

 
4.3
 %
 
 
4,084

 
4.2
 %
Selling
 
4,972

 
4.6
 %
 
 
4,350

 
4.5
 %
Marketing
 
10,999

 
10.3
 %
 
 
9,733

 
10.1
 %
General and administrative
 
14,158

 
13.2
 %
 
 
12,340

 
12.8
 %
Depreciation and amortization
 
1,911

 
1.8
 %
 
 
1,921

 
2.0
 %
Business transaction costs
 
35

 
 %
 
 

 
 %
Loss in fair value change of contingent consideration - TRA liability
 
614

 
0.6
 %
 
 

 
 %
Other expense
 
137

 
0.1
 %
 
 
17

 
 %
Total operating expenses
 
37,482

 
35.0
 %
 
 
32,445

 
33.6
 %
 
 
 
 
 
 
 
 
 
 
Income from operations
 
13,802

 
12.9
 %
 
 
11,125

 
11.5
 %
 
 
 
 
 
 
 
 
 
 
Other income (expense):
 
 
 
 
 
 
 
 
 
Interest expense
 
(3,057
)
 
(2.9
)%
 
 
(2,977
)
 
(3.1
)%
(Loss) gain on foreign currency transactions
 
(837
)
 
(0.8
)%
 
 
724

 
0.8
 %
Other income
 
77

 
0.1
 %
 
 
83

 
0.1
 %
Total other expense
 
(3,817
)
 
(3.6
)%
 
 
(2,170
)
 
(2.2
)%
 
 
 
 
 
 
 
 
 
 
Income before income taxes
 
9,985

 
9.3
 %
 
 
8,955

 
9.3
 %
Income tax expense
 
2,848

 
2.7
 %
 
 
3,546

 
3.7
 %
Net income
 
$
7,137

 
6.7
 %
 
 
$
5,409

 
5.6
 %
 
 
 
 
 
 
 
 
 
 
Other financial data:
 
 
 
 
 
 
 
 
 
Adjusted EBITDA
 
$
17,940

 
16.7
 %
 
 
$
14,773

 
15.3
 %

Net sales. Net sales of $107.2 million represented an increase of $10.7 million, or 11.1%, for the thirteen week period ended May 26, 2018 compared to the pro forma thirteen week period ended May 27, 2017. The net sales increase of 11.1% was entirely organic, driven by volume growth of 6.5% and a 4.6% benefit from lower levels of promotional allowances.

Cost of goods sold. Cost of goods sold increased $3.0 million, or 5.7%, for the thirteen week period ended May 26, 2018 compared to the pro forma thirteen week period ended May 27, 2017. The increase is primarily due to volume growth of $2.8 million and an increase in supply chain costs of $0.2 million.

27



Gross profit. Gross profit increased $7.7 million, or 17.7%, for the thirteen week period ended May 26, 2018 compared to the pro forma thirteen week period ended May 27, 2017. Gross profit of $51.3 million, or 47.8% of net sales, for the thirteen week period ended May 26, 2018 increased 270 basis points from 45.1% of net sales for the pro forma thirteen week period ended May 27, 2017. The increase is primarily due to favorable changes in trade allowances.

Operating expenses. Operating expenses increased $5.0 million, or 15.5%, for the thirteen week period ended May 26, 2018 compared to the pro forma thirteen week period ended May 27, 2017 due to the following:

Distribution. Distribution expenses increased $0.6 million, or 14.0%, for the thirteen week period ended May 26, 2018 compared to the pro forma thirteen week period ended May 27, 2017. The increase is primarily driven by a higher cost to serve on a rate basis for distribution to customers.

Selling. Selling expenses increased $0.6 million, or 14.3%, for the thirteen week period ended May 26, 2018 compared to the pro forma thirteen week period ended May 27, 2017. The increase is primarily driven by a $0.4 million increase of in-store advertising and online activity, and a $0.2 million increase of broker costs.

Marketing. Marketing expenses increased $1.3 million, or 6.7%, for the thirteen week period ended May 26, 2018 compared to the thirteen week period ended May 27, 2017. The increase was primarily driven by an increase in media spending and production.

General and administrative. General and administrative expenses increased $1.8 million, or 14.7%, for the thirteen week period ended May 26, 2018 compared to the pro forma thirteen week period ended May 27, 2017. The increase is due an increase in professional fees of $1.2 million, expense related to the expansion of our distribution center of $0.4 million and other general and administrative expenses of $0.2 million.

Depreciation and amortization. Depreciation and amortization expenses remained consistent between the thirteen week period ended May 26, 2018 and the pro forma thirteen week period ended May 27, 2017. The pro forma thirteen week period ended May 27, 2017 has been adjusted to change the depreciable basis of intangible assets as if the Business Combination occurred at the beginning of the year.

Loss in fair value change of contingent consideration - TRA liability. The Company recorded a $0.6 million loss in contingent consideration for the thirteen week period ended May 26, 2018. The loss is due to the change in the fair value of the TRA, which relates to the Business Combination in the prior year.

Interest expense. Interest expense remained consistent between the thirteen week period ended May 26, 2018 and the pro forma thirteen week period ended May 27, 2017. The pro forma thirteen week period ended May 27, 2017 has been adjusted based on the long-term debt of the Company as if the Business Combination occurred at the beginning of the year.

(Loss) gain on foreign currency transactions. A loss of $0.8 million in foreign currency transactions was recorded for the thirteen week period ended May 26, 2018 compared to a foreign currency gain of $0.7 million for the pro forma thirteen week period ended May 27, 2017. The unfavorable change relates to changes in foreign currency rates related to international operations.

Income tax expense. Income tax expense decreased $0.7 million for the thirteen week period ended May 26, 2018 compared to the pro forma thirteen week period ended May 27, 2017. The difference is primarily due to the preliminary assessment of the tax law change on the Company's tax liabilities. For the thirteen week period, the anticipated effective tax rate assumed within the pro forma financial statements was 39.6% compared to an actual effective tax rate of 28.5%. The change in tax law is discussed in Note 7 of the Condensed Consolidated Financial Statements included in this Report.

Adjusted EBITDA. Adjusted EBITDA increased $3.2 million, or 21.4%, for the thirteen week period ended May 26, 2018 compared to the pro forma thirteen week period ended May 27, 2017. The increase is primarily due to higher gross profit, partially offset by higher operating expenses. For a reconciliation of Adjusted EBITDA to its most directly comparable GAAP measure, see “Reconciliation of Adjusted EBITDA” below.

28



Comparison of Unaudited Results for the Successor Period for the Thirty-Nine Weeks Ended May 26, 2018 and the Predecessor Period for the Thirty-Nine Weeks Ended May 27, 2017

The following unaudited table presents, for the periods indicated, selected information from our condensed consolidated financial results, including information presented as a percentage of net sales:
 
 
Successor
 
 
Predecessor
 
 
unaudited
 
 
 
 
unaudited
 
 
 
 
Thirty-Nine Weeks Ended
 
 
 
 
Thirty-Nine Weeks Ended
 
 
(in thousands)
 
May 26, 2018
 
% of Sales
 
 
May 27, 2017
 
% of Sales
Net sales
 
$
323,167

 
100.0
 %
 
 
$
298,614

 
100.0
 %
Cost of goods sold
 
168,869

 
52.3
 %
 
 
159,759

 
53.5
 %
Gross profit
 
154,298

 
47.7
 %
 
 
138,855

 
46.5
 %
 
 
 
 
 
 
 
 
 
 
Operating expenses:
 
 
 
 
 
 
 
 
 
Distribution
 
14,864

 
4.6
 %
 
 
13,413

 
4.5
 %
Selling
 
13,850

 
4.3
 %
 
 
12,621

 
4.2
 %
Marketing
 
30,905

 
9.6
 %
 
 
28,969

 
9.7
 %
General and administrative
 
38,948

 
12.1
 %
 
 
33,975

 
11.4
 %
Depreciation and amortization
 
5,793

 
1.8
 %
 
 
7,409

 
2.5
 %
Business transaction costs
 
1,912

 
0.6
 %
 
 

 
 %
Gain in fair value change of contingent consideration - TRA liability
 
(2,412
)
 
(0.7
)%
 
 

 
 %
Other expense
 
567

 
0.2
 %
 
 
75

 
 %
Total operating expenses
 
104,427

 
32.3
 %
 
 
96,462

 
32.3
 %
 
 
 
 
 
 
 
 
 
 
Income from operations
 
49,871

 
15.4
 %
 
 
42,393

 
14.2
 %
 
 
 
 
 
 
 
 
 
 
Other income (expense):
 
 
 
 
 
 
 
 
 
Change in warrant liabilities
 

 
 %
 
 
722