Simply Good Foods Company

07/10/2025 | Press release | Distributed by Public on 07/10/2025 12:20

Quarterly Report for Quarter Ending 5/31/2025 (Form 10-Q)

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. These statements include, but are not limited to, our expectations regarding our supply chain, including but not limited to, raw materials and logistics costs, the effect of price increases, inflationary pressure on us and our contract manufacturers, changes in taxes, tariffs, duties, governmental laws and regulations, our growth, our competitive position, and the unforeseen business disruptions or other effects due to current global geopolitical tension. 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, except as required by applicable law. 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 our Annual Report on Form 10-K for the fiscal year ended August 31, 2024, ("Annual Report") and our unaudited consolidated financial statements and the related notes appearing elsewhere in this Report. In addition to historical information, the following discussion contains forward-looking statements, including, but not limited to, 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 in Item 1A. "Risk Factors" of our Annual Report and this 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. In context, "Quest" may also refer to the Quest brand, "Atkins" may also refer to the Atkins brand, and "OWYN" may also refer to the OWYN brand. Atkins, Quest, OWYN, and the Simply Good logo are either registered trademarks or trademarks of the Company's wholly owned subsidiary Simply Good Foods USA, Inc. or one of its affiliates in the United States and elsewhere. All rights are reserved.
Overview
The Simply Good Foods Company is a consumer packaged food and beverage company that aims to lead the nutritious snacking movement with trusted brands that offer a variety of convenient, innovative, great-tasting, better-for-you snacks and meal replacements, and other product offerings. The product portfolio we develop, market and sell consists primarily of protein bars, ready-to-drink ("RTD") beverages, sweet and salty snacks and confectionery products marketed under the Quest, Atkins, and OWYN brand names. We believe Simply Good Foods is poised to expand its wellness platform through innovation and organic growth along with acquisition opportunities in the nutritional snacking space.
To that end, in June 2024, we completed the acquisition of OWYN, a plant-based protein food company, for a cash purchase price of approximately $280.0 million (subject to customary adjustments). For more information, please see "Liquidity and Capital Resources-OWYN Acquisition".
Our nutritious snacking platform consists of brands that specialize in providing products for consumers that follow certain nutritional philosophies and health-and-wellness trends: Quest for consumers seeking a variety of protein-rich foods and beverages that also limit sugars and simple carbohydrates, Atkins for those following a low-carbohydrate lifestyle or seeking to manage weight or blood sugar levels, and OWYN for consumers seeking protein-rich beverages that are plant-based and tested for the top nine allergens that also limit sugars and simple carbohydrates. We distribute our products in major retail channels, primarily in North America, including grocery, club, and mass merchandise, as well as through e-commerce, convenience, specialty, and other channels. Our portfolio of nutritious snacking brands gives us a strong platform with which to introduce new products, expand distribution, and attract new consumers to our products.
Table of Contents
Business Trends
During the thirteen and thirty-nine weeks ended May 31, 2025, our business performance improved principally due to the OWYN Acquisition and Quest volume growth, which more than offset continued softness in Atkins. We expect fiscal year 2025 organic sales growth to be driven primarily by volume and have strong advertising and marketing plans in place, as well as innovation, merchandising and promotions that we believe should enable us to achieve our objectives.
We continue to monitor macroeconomic trends and uncertainties such as consumer and economic uncertainty, key ingredient inflation, supply chain challenges, and the effects of tariffs, which may have adverse effects on net sales and profitability. Based on analysis of the potential effects of these factors, our net sales and profitability are in line with expectations for fiscal year 2025. We are continuing to evaluate these factors and our ability to potentially offset all or a portion of cost increases through pricing actions and cost savings efforts for fiscal year 2026. Economic pressures on customers and consumers, including the challenges of high inflation and the effects of tariffs, may negatively affect our net sales and profitability in the future.
Key Financial Definitions
Net sales.Net sales consist primarily of product sales less the cost of promotional activities, slotting fees and other sales credits and adjustments, including product returns.
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, shipping and handling, warehousing, depreciation of warehouse equipment, 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 and marketing, general and administrative, depreciation and amortization, and business transaction costs. The following is a brief description of the components of operating expenses:
•Selling and marketing.Selling and marketing expenses are comprised of broker commissions, customer marketing, 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 employee compensation, employee stock-based compensation, professional services, executive transition costs, integration costs, restructuring costs, insurance and other general corporate expenses.
•Depreciation and amortization.Depreciation and amortization expenses consist of expenses associated with the depreciation of fixed assets and capitalized leasehold improvements and amortization of intangible assets.
•Business Transaction Costs.Business transaction costs are comprised of transaction advisory fees, non-deferrable debt issuance costs, legal, due diligence, consulting, and accounting expenses associated with the OWYN Acquisition.
Results of Operations
During the thirteen weeks ended May 31, 2025, our net sales increased 13.8% to $381.0 million compared to $334.8 million for the thirteen weeks ended May 25, 2024, driven primarily by the OWYN Acquisition and Quest volume growth, which more than offset continued softness in Atkins. Gross profit increased during the quarter, driven by higher sales volumes, while gross margin decreased 350 basis points primarily as a result of unfavorable commodity expenses compared to the prior year period and the inclusion of OWYN. We expect to see continued growth during fiscal year 2025 by building on our existing capabilities and strengthening the position of our brands in the marketplace. We will continue to invest in our business and improve our operating efficiencies as well as continuing the integration of OWYN.
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 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 EBITDA and Adjusted EBITDA" below for a reconciliation of EBITDA and Adjusted EBITDA to net income for each applicable period.
Comparison of Unaudited Results for the Thirteen Weeks Ended May 31, 2025, and the Thirteen Weeks Ended May 25, 2024
The following unaudited table presents, for the periods indicated, selected information from our Consolidated Statements of Operations and Comprehensive Income, including information presented as a percentage of net sales:
Thirteen Weeks Ended Thirteen Weeks Ended
(In thousands) May 31, 2025 % of Net Sales May 25, 2024 % of Net Sales
Net sales $ 380,956 100.0 % $ 334,757 100.0 %
Cost of goods sold 242,437 63.6 % 201,131 60.1 %
Gross profit 138,519 36.4 % 133,626 39.9 %
Operating expenses:
Selling and marketing 33,799 8.9 % 36,464 10.9 %
General and administrative 41,229 10.8 % 31,543 9.4 %
Depreciation and amortization 4,171 1.1 % 4,142 1.2 %
Business transaction costs - - % 2,703 0.8 %
Total operating expenses 79,199 20.8 % 74,852 22.4 %
Income from operations 59,320 15.6 % 58,774 17.6 %
Other income (expense):
Interest income 673 0.2 % 881 0.3 %
Interest expense (4,900) (1.3) % (5,028) (1.5) %
Loss on foreign currency transactions (337) (0.1) % (12) - %
Other income (14) - % 102 - %
Total other income (expense) (4,578) (1.2) % (4,057) (1.2) %
Income before income taxes 54,742 14.4 % 54,717 16.3 %
Income tax expense 13,640 3.6 % 13,383 4.0 %
Net income $ 41,102 10.8 % $ 41,334 12.3 %
Other financial data:
Adjusted EBITDA (1)
$ 73,854 19.4 % $ 71,874 21.5 %
(1) Adjusted EBITDA is a non-GAAP financial metric. See "Reconciliation of EBITDA and Adjusted EBITDA" below for a reconciliation of net income to EBITDA and Adjusted EBITDA for each applicable period.
Net sales. Net sales were $381.0 million for the thirteen weeks ended May 31, 2025, compared to $334.8 million for the thirteen weeks ended May 25, 2024, representing an increase of $46.2 million, or 13.8%, driven primarily by the OWYN Acquisition and Quest volume growth, which more than offset continued softness in Atkins. North America net sales increased 14.3% in the thirteen weeks ended May 31, 2025, compared to the thirteen weeks ended May 25, 2024, and International net sales decreased $0.7 million during the same period.
Cost of goods sold. Cost of goods sold increased $41.3 million, or 20.5%, for the thirteen weeks ended May 31, 2025, compared to the thirteen weeks ended May 25, 2024. The cost of goods sold increase was driven by higher sales volumes, primarily as a result of the OWYN Acquisition and growth for Quest, and higher ingredient and packaging costs compared to the prior year period.
Gross profit. Gross profit increased $4.9 million, or 3.7%, to $138.5 million for the thirteen weeks ended May 31, 2025, compared to the thirteen weeks ended May 25, 2024. Gross profit margin was 36.4% of net sales for the thirteen weeks ended May 31, 2025, a decrease of 350 basis points from 39.9% of net sales for the thirteen weeks ended May 25, 2024. The decrease in gross profit margin was primarily driven by unfavorable commodity expenses compared to the prior year period and lower gross profit margins of the OWYN business.
Operating expenses. Operating expenses increased $4.3 million, or 5.8%, for the thirteen weeks ended May 31, 2025, compared to the thirteen weeks ended May 25, 2024, due to the following:
•Selling and marketing. Selling and marketing expenses decreased $2.7 million, or 7.3%, for the thirteen weeks ended May 31, 2025, compared to the thirteen weeks ended May 25, 2024, driven primarily by a decrease in marketing spend on the legacy business and partially offset by the OWYN Acquisition.
•General and administrative. General and administrative expenses increased $9.7 million, or 30.7%, for the thirteen weeks ended May 31, 2025, compared to the thirteen weeks ended May 25, 2024. The increase in general and administrative expenses was driven by an increase of $5.2 million in integration costs and $3.2 million in employee-related costs primarily attributable to OWYN, and higher corporate expenses.
•Depreciation and amortization. Depreciation and amortization expense was $4.2 million for the thirteen weeks ended May 31, 2025, and $4.1 million for the thirteen weeks ended May 25, 2024, respectively.
•Business transaction costs. Business transaction costs were zero for the thirteen weeks ended May 31, 2025, compared to $2.7 million for the thirteen weeks ended May 25, 2024, and were comprised of expenses related to the OWYN Acquisition.
Interest income. Interest income decreased $0.2 million for the thirteen weeks ended May 31, 2025, compared to the thirteen weeks ended May 25, 2024.
Interest expense. Interest expense decreased $0.1 million for the thirteen weeks ended May 31, 2025, compared to the thirteen weeks ended May 25, 2024, primarily due to principal payments reducing the outstanding balance of the Term Facility (as defined below) to $250.0 million subsequent to the incremental borrowing associated with the OWYN Acquisition on June 13, 2024.
Loss on foreign currency transactions. Foreign currency transactions resulted in a $0.3 million loss and an immaterial loss for the thirteen weeks ended May 31, 2025, and May 25, 2024, respectively. The variance is attributable to changes in foreign currency rates related to our international operations.
Income tax expense. Income tax expense was $13.6 million for the thirteen weeks ended May 31, 2025, compared to $13.4 million during the thirteen weeks ended May 25, 2024. The increase in our income tax expense was primarily driven by changes in permanent differences.
Net income. Net income was $41.1 million for the thirteen weeks ended May 31, 2025, a decrease of $0.2 million, compared to net income of $41.3 million for the thirteen weeks ended May 25, 2024. Net income was benefited by higher income from operations and was offset by higher other expense and income tax expense.
Adjusted EBITDA. Adjusted EBITDA increased $2.0 million, or 2.8%, for the thirteen weeks ended May 31, 2025, compared to the thirteen weeks ended May 25, 2024, driven primarily by higher gross profit. For a reconciliation of Adjusted EBITDA to its most directly comparable GAAP measure, see "Reconciliation of EBITDA and Adjusted EBITDA" below.
Comparison of Unaudited Results for the Thirty-Nine Weeks Ended May 31, 2025, and the Thirty-Nine Weeks Ended May 25, 2024
The following unaudited table presents, for the periods indicated, selected information from our Consolidated Statements of Operations and Comprehensive Income, including information presented as a percentage of net sales:
Thirty-Nine Weeks Ended Thirty-Nine Weeks Ended
(In thousands) May 31, 2025 % of Net Sales May 25, 2024 % of Net Sales
Net sales $ 1,081,879 100.0 % $ 955,634 100.0 %
Cost of goods sold 682,737 63.1 % 590,020 61.7 %
Gross profit 399,142 36.9 % 365,614 38.3 %
Operating expenses:
Selling and marketing 101,871 9.4 % 103,097 10.8 %
General and administrative 115,306 10.7 % 88,426 9.3 %
Depreciation and amortization 12,479 1.2 % 12,711 1.3 %
Business transaction costs 820 0.1 % 2,703 0.3 %
Total operating expenses 230,476 21.3 % 206,937 21.7 %
Income from operations 168,666 15.6 % 158,677 16.6 %
Other income (expense):
Interest income 2,150 0.2 % 2,895 0.3 %
Interest expense (19,099) (1.8) % (16,658) (1.7) %
(Loss) gain on foreign currency transactions (342) - % 191 - %
Other income 20 - % 108 - %
Total other income (expense) (17,271) (1.6) % (13,464) (1.4) %
Income before income taxes 151,395 14.0 % 145,213 15.2 %
Income tax expense 35,424 3.3 % 35,195 3.7 %
Net income $ 115,971 10.7 % $ 110,018 11.5 %
Other financial data:
Adjusted EBITDA (1)
$ 211,923 19.6 % $ 191,679 20.1 %
(1) Adjusted EBITDA is a non-GAAP financial metric. See "Reconciliation of EBITDA and Adjusted EBITDA" below for a reconciliation of net income to EBITDA and Adjusted EBITDA for each applicable period.
Net sales. Net sales were $1,081.9 million for the thirty-nine weeks ended May 31, 2025, compared to $955.6 million for the thirty-nine weeks ended May 25, 2024, representing an increase of $126.2 million, or 13.2%, driven primarily by the OWYN Acquisition and Quest volume growth, which more than offset continued softness in Atkins. North America net sales increased 13.7% in the thirty-nine weeks ended May 31, 2025, compared to the thirty-nine weeks ended May 25, 2024, and International net sales decreased $1.6 million during the same period.
Cost of goods sold. Cost of goods sold increased $92.7 million, or 15.7%, for the thirty-nine weeks ended May 31, 2025, compared to the thirty-nine weeks ended May 25, 2024. The cost of goods sold increase was driven by higher sales volumes, primarily as a result of the OWYN Acquisition and growth for Quest, and the effect of the non-cash $1.4 million inventory step-up charge related to the OWYN Acquisition, which were partially offset by lower ingredient and packaging costs compared to the prior year to date period.
Gross profit. Gross profit increased $33.5 million, or 9.2%, to $399.1 million for the thirty-nine weeks ended May 31, 2025, compared to the thirty-nine weeks ended May 25, 2024. Gross profit margin was 36.9% of net sales for the thirty-nine weeks ended May 31, 2025, a decrease of 140 basis points from 38.3% of net sales for the thirty-nine weeks ended May 25, 2024. The decrease in gross profit margin was primarily driven by lower gross profit margins of the OWYN business, partially offset by favorable commodity expenses compared to the prior year to date period, and is inclusive of the non-cash $1.4 million inventory step-up charge related to the OWYN Acquisition.
Operating expenses. Operating expenses increased $23.5 million, or 11.4%, for the thirty-nine weeks ended May 31, 2025, compared to the thirty-nine weeks ended May 25, 2024, due to the following:
•Selling and marketing. Selling and marketing expenses decreased $1.2 million, or 1.2%, for the thirty-nine weeks ended May 31, 2025, compared to the thirty-nine weeks ended May 25, 2024, driven primarily by a decrease in marketing spend on the legacy business and partially offset by the OWYN Acquisition.
•General and administrative. General and administrative expenses increased $26.9 million, or 30.4%, for the thirty-nine weeks ended May 31, 2025, compared to the thirty-nine weeks ended May 25, 2024. The increase in general and administrative expense was driven by an increase of $12.1 million in integration costs and $9.2 million in employee-related costs primarily attributable to OWYN, and higher corporate expenses.
•Depreciation and amortization. Depreciation and amortization expense was $12.5 million and $12.7 million for the thirty-nine weeks ended May 31, 2025, compared to the thirty-nine weeks ended May 25, 2024, respectively.
•Business transaction costs. Business transaction costs were $0.8 million for the thirty-nine weeks ended May 31, 2025, compared to $2.7 million for the thirty-nine weeks ended May 25, 2024, and were comprised of expenses related to the OWYN Acquisition.
Interest income. Interest income decreased by $0.7 million for the thirty-nine weeks ended May 31, 2025, compared to the thirty-nine weeks ended May 25, 2024, due to lower cash balances and the decrease of interest rates.
Interest expense. Interest expense increased $2.4 million for the thirty-nine weeks ended May 31, 2025, compared to the thirty-nine weeks ended May 25, 2024, primarily due to the effect of the incremental borrowing associated with the OWYN Acquisition on June 13, 2024, and principal payments reducing the outstanding balance of the Term Facility (as defined below) to $250.0 million subsequent to the borrowing as of May 31, 2025.
(Loss) gain on foreign currency transactions. Foreign currency transactions resulted in a $0.3 million loss and a $0.2 million gain for the thirty-nine weeks ended May 31, 2025, and May 25, 2024, respectively. The variance is attributable to changes in foreign currency rates related to our international operations.
Income tax expense. Income tax expense was $35.4 million for the thirty-nine weeks ended May 31, 2025, compared to $35.2 million during the thirty-nine weeks ended May 25, 2024. The increase in our income tax expense was primarily driven by higher income from operations and changes in permanent differences.
Net income.Net income was $116.0 million for the thirty-nine weeks ended May 31, 2025, an increase of $6.0 million compared to net income of $110.0 million for the thirty-nine weeks ended May 25, 2024. Net income was benefited by higher gross profit and income from operations and was partially offset by higher interest expense.
Adjusted EBITDA. Adjusted EBITDA increased $20.2 million, or 10.6% for the thirty-nine weeks ended May 31, 2025, compared to the thirty-nine weeks ended May 25, 2024, driven primarily by higher gross profit. For a reconciliation of Adjusted EBITDA to its most directly comparable GAAP measure, see "Reconciliation of EBITDA and Adjusted EBITDA" below.
Reconciliation of EBITDA and Adjusted EBITDA
EBITDA and Adjusted EBITDA are non-GAAP financial measures commonly used in our industry and should not be construed as alternatives to net income as an indicator of operating performance or as alternatives to cash flow provided by operating activities as a measure of liquidity (each as determined in accordance with GAAP). The Company defines EBITDA as net income or loss before interest income, interest expense, income tax expense, depreciation and amortization, and Adjusted EBITDA as further adjusted to exclude the following items: stock-based compensation expense, executive transition costs, business transaction costs, purchase price accounting inventory step-up, integration costs, term loan transaction fees, and other non-core expenses. The Company believes that EBITDA and Adjusted EBITDA, when used in conjunction with net income, are useful to provide additional information to investors. Management of the Company uses EBITDA and Adjusted EBITDA to supplement net income because these measures reflect operating results of the on-going operations, eliminate items that are not directly attributable to the Company's underlying operating performance, enhance the overall understanding of past financial performance and future prospects, and allow for greater transparency with respect to the key metrics the Company's management uses in its financial and operational decision making. The Company also believes that EBITDA and Adjusted EBITDA are frequently used by securities analysts, investors and other interested parties in the evaluation of companies in its industry. EBITDA and Adjusted EBITDA may not be comparable to other similarly titled captions of other companies due to differences in the non-GAAP calculation.
The following unaudited table provides a reconciliation of EBITDA and Adjusted EBITDA to its most directly comparable GAAP measure, which is net income, for the thirteen and thirty-nine weeks ended May 31, 2025, and May 25, 2024:
(In thousands) Thirteen Weeks Ended Thirty-Nine Weeks Ended
May 31, 2025 May 25, 2024 May 31, 2025 May 25, 2024
Net income $ 41,102 $ 41,334 $ 115,971 $ 110,018
Interest income (673) (881) (2,150) (2,895)
Interest expense 4,900 5,028 19,099 16,658
Income tax expense 13,640 13,383 35,424 35,195
Depreciation and amortization 5,345 5,079 15,480 15,871
EBITDA 64,314 63,943 183,824 174,847
Stock-based compensation expense 4,027 4,473 12,819 13,209
Executive transition costs - 355 - 721
Business transaction costs - 2,703 820 2,703
Inventory step-up - - 1,412 -
Integration of OWYN 5,226 - 12,112 -
Term loan transaction fees - - 715 -
Other (1)
287 400 221 199
Adjusted EBITDA $ 73,854 $ 71,874 $ 211,923 $ 191,679
(1) Other items consist principally of exchange impact of foreign currency transactions and other expenses.
Liquidity and Capital Resources
Overview
We have historically funded our operations with cash flow from operations and, when needed, with borrowings under our Credit Agreement (as defined below). Our principal uses of cash have been working capital, debt service, repurchases of our common stock, and acquisition opportunities.
We had $98.0 million in cash as of May 31, 2025. We believe our sources of liquidity and capital will be sufficient to finance our continued operations, growth strategy and additional expenses we expect to incur for at least the next twelve months. As circumstances warrant, we may issue debt and/or equity securities from time to time on an opportunistic basis, dependent upon market conditions and available pricing. We make no assurance that we can issue and sell such securities on acceptable terms or at all.
Our material future cash requirements from contractual and other obligations relate primarily to our principal and interest payments for our Term Facility, as defined and discussed below, and our operating and finance leases. Refer to Note 6, Long-Term Debt and Line of Credit, and Note 9, Leases, of the Notes to Unaudited Consolidated Financial Statements in this Report for additional information related to the expected timing and amount of payments related to our contractual and other obligations.
Debt and Credit Facilities
On July 7, 2017, the Company (through certain of its subsidiaries) entered into a credit agreement with Barclays Bank PLC and other parties (as amended to date, the "Credit Agreement"). The Credit Agreement at that time provided for (i) a term facility of $200.0 million ("Term Facility") with a seven-year maturity and (ii) a revolving credit facility of up to $75.0 million (the "Revolving Credit Facility") with a five-year maturity. Substantially concurrent with the consummation of the business combination which formed the Company between Conyers Park Acquisition Corp. and NCP-ATK Holdings, Inc. on July 7, 2017, the full $200.0 million of the Term Facility (the "Term Loan") was drawn.
On November 7, 2019, we entered into a second amendment (the "Incremental Facility Amendment") to the Credit Agreement to increase the principal borrowed on the Term Facility by $460.0 million. The Term Facility together with the incremental borrowing make up the Initial Term Loans (as defined in the Incremental Facility Amendment). The Incremental Facility Amendment was executed to partially finance the acquisition of Quest Nutrition, LLC on November 7, 2019. No amounts under the Term Facility were repaid as a result of the execution of the Incremental Facility Amendment.
Effective as of December 16, 2021, we entered into a third amendment (the "Extension Amendment") to the Credit Agreement. The Extension Amendment provided for an extension of the stated maturity date of the Revolving Commitments and Revolving Loans (each as defined in the Credit Agreement) from July 7, 2022, to the earlier of (i) 91 days prior to the then-effective maturity date of the Initial Term Loans and (ii) December 16, 2026.
On January 21, 2022, we entered into the "2022 Repricing Amendment" to the Credit Agreement. The 2022 Repricing Amendment, among other things, (i) reduced the interest rate per annum applicable to the Initial Term Loans outstanding under the Credit Agreement immediately prior to the effective date of the 2022 Repricing Amendment, (ii) reset the prepayment premium for the existing Initial Term Loans to apply to Repricing Transactions (as defined in the Credit Agreement) that occur within six months after the effective date of the 2022 Repricing Amendment, and (iii) implemented SOFR and related replacement provisions for LIBOR.
On April 25, 2023, the Company entered into the "2023 Repricing Amendment" to the Credit Agreement. The 2023 Repricing Amendment, (i) reduced the interest rate per annum applicable to the Initial Term Loans outstanding under the Credit Agreement immediately prior to April 25, 2023, and (ii) provided for an extension of the maturity date of the Initial Term Loans from July 7, 2024, to March 17, 2027.
On June 13, 2024, the Company entered into a sixth amendment (the "2024 Incremental Facility Amendment") to the Credit Agreement to increase the principal borrowed on the Term Facility by $250.0 million. The terms of the incremental borrowing are the same as the terms of the outstanding borrowings under the Term Facility. The 2024 Incremental Facility Amendment was executed to partially finance the OWYN Acquisition. No amounts under the Term Facility were repaid as a result of the execution of the 2024 Incremental Facility Amendment.
On January 31, 2025, the Company entered into a seventh amendment (the "2025 Repricing Amendment") to the Credit Agreement to reduce the interest rate per annum applicable to the Initial Term Loans outstanding under the Credit Agreement immediately prior to the effective date of the 2025 Repricing Amendment.
Effective as of the 2025 Repricing Amendment, the interest rate per annum for the Initial Term Loans is based on either:
i.A base rate equaling the higher of (a) the "prime rate," (b) the federal funds effective rate plus 0.50%, or (c) the Adjusted Term SOFR Rate (as defined in the Credit Agreement) applicable for an interest period of one month plus 1.00% plus (x) 1.00% margin for the Term Loan or (y) 2.00% margin for the Revolving Credit Facility; or
ii.SOFR, subject to a floor of 0.50%, plus (x) 2.00% margin for the Term Loan or (y) 3.00% margin for the Revolving Credit Facility.
In connection with the closing of the 2025 Repricing Amendment, the Company expensed $0.7 million of non-deferrable third-party costs through General and administrative.
The Simply Good Foods Company is not a borrower under the Credit Agreement and has not provided a guarantee of the Credit Agreement. Simply Good Foods USA, Inc., is the administrative borrower and certain other subsidiary holding companies are co-borrowers under the Credit Agreement. Each of our domestic subsidiaries that is not a named borrower under the Credit Agreement has provided a guarantee on a secured basis. As security for the payment or performance of the debt under the Credit Agreement, the borrowers and the guarantors have pledged certain equity interests in their respective subsidiaries and granted the lenders a security interest in substantially all of their domestic assets. All guarantors other than Quest Nutrition, LLC and Only What You Need, Inc. are holding companies with no assets other than their investments in their respective subsidiaries.
The Credit Agreement contains certain financial and other covenants that limit our ability to, among other things, incur and/or undertake asset sales and other dispositions, liens, indebtedness, certain acquisitions and investments, consolidations, mergers, reorganizations and other fundamental changes, payment of dividends and other distributions to equity and warrant holders, and prepayments of material subordinated debt, in each case, subject to customary exceptions materially consistent with credit facilities of such type and size. The Revolving Credit Facility has a maximum total net leverage ratio equal to or less than 6.00:1.00 contingent on credit extensions in excess of 30% of the total amount of commitments available under the Revolving Credit Facility. Any failure to comply with the restrictions of the credit facilities may result in an event of default. We were in compliance with all covenants as of May 31, 2025, and August 31, 2024, respectively.
At May 31, 2025, the outstanding balance of the Term Facility was $250.0 million. We are not required to make principal payments on the Term Facility over the twelve months following the period ended May 31, 2025. The outstanding balance of the Term Facility is due upon its maturity in March 2027. As of May 31, 2025, there were no amounts drawn against the Revolving Credit Facility.
OWYN Acquisition
On April 29, 2024, the Company's wholly owned subsidiary, Simply Good Foods, USA, Inc. entered into a Purchase Agreement to acquire OWYN, a plant-based protein food company, for approximately $280.0 million. On June 13, 2024, pursuant to the Purchase Agreement, the Company completed the OWYN Acquisition by acquiring 100% of the equity interests for a cash purchase price at closing of $281.9 million, subject to certain customary post-closing adjustments. We acquired OWYN as a part of our vision to lead the nutritious snacking movement with trusted brands that offer a variety of convenient, innovative, great-tasting, better-for-you snacks and meal replacements that will now offer plant-based products to a wider market of consumers.
The OWYN Acquisition was funded through a combination of incremental borrowings under our outstanding Term Facility, totaling $250.0 million, and cash on hand. In the second fiscal quarter of 2025, the Company received a post-closing release from escrow of approximately $1.7 million related to net working capital adjustments, resulting in a total net consideration paid of $280.2 million as of May 31, 2025. Business transaction costs associated with the OWYN Acquisition within the Consolidated Statements of Operations and Comprehensive Incomefor the thirty-nine weeks ended May 31, 2025, were $0.8 million, which consisted of legal, accounting, and other costs.
Stock Repurchase Program
The Company adopted a $50.0 million stock repurchase program on November 13, 2018. On April 13, 2022, and October 21, 2022, the Company announced that its Board of Directors had approved the addition of $50.0 million and $50.0 million, respectively, to its stock repurchase program, resulting in authorized stock repurchases of up to an aggregate of $150.0 million.
During the thirteen and thirty-nine weeks ended May 31, 2025, the Company repurchased 693,375 shares of common stock at an average share price of $35.10 per share. The Company did not repurchase any shares of common stock during the thirteen and thirty-nine weeks ended May 25, 2024.
As of May 31, 2025, approximately $47.2 million remained available for repurchases under our $150.0 million stock repurchase program. Refer to Note 11, Stockholders' Equity, of the Notes to Unaudited Consolidated Financial Statements in this Report for additional information related to our stock repurchase program.
Cash Flows
The following table sets forth the major sources and uses of cash for each of the periods set forth below (in thousands):
Thirty-Nine Weeks Ended
May 31, 2025 May 25, 2024
Net cash provided by operating activities
$ 133,087 $ 166,755
Net cash used in investing activities
$ (2,192) $ (2,345)
Net cash used in financing activities
$ (165,206) $ (43,569)
Operating activities. Our net cash provided by operating activities decreased $33.7 million to $133.1 million for the thirty-nine weeks ended May 31, 2025, compared to $166.8 million for the thirty-nine weeks ended May 25, 2024. The decrease in cash provided by operating activities was primarily attributable to changes in working capital for the thirty-nine weeks ended May 31, 2025, as compared to the thirty-nine weeks ended May 25, 2024. Changes in working capital, comprised of changes in accounts receivable, net, inventories, prepaid expenses, other current assets, accounts payable, accrued interest, accrued expenses and other current liabilities, and other assets and liabilities, were driven by the timing of payments and receipts, the OWYN Acquisition and the building of inventory, which consumed cash of $29.9 million in the thirty-nine weeks ended May 31, 2025, compared to $6.8 million of cash provided in the thirty-nine weeks ended May 25, 2024, a difference of $36.7 million. Income from operations increased by $10.0 million to $168.7 million for the thirty-nine weeks ended May 31, 2025, as compared to $158.7 million for the thirty-nine weeks ended May 25, 2024. Additionally, cash paid for interest was $18.0 million in the thirty-nine weeks ended May 31, 2025, which was an increase of $2.0 million as compared to the $16.0 million paid for interest in the thirty-nine weeks ended May 25, 2024.
Investing activities. Our net cash used in investing activities was $2.2 million for the thirty-nine weeks ended May 31, 2025, compared to $2.3 million for the thirty-nine weeks ended May 25, 2024. Our net cash used in investing activities for the thirty-nine weeks ended May 31, 2025, was primarily comprised of $2.5 million of purchases of property and equipment and $1.4 million of investments in intangible and other assets, and was offset by $1.7 million of cash proceeds received from escrow related to net working capital adjustments related to the OWYN Acquisition. The $2.3 million of net cash used in investing activities for the thirty-nine weeks ended May 25, 2024, was primarily comprised of $1.8 million of purchases of property and equipment.
Financing activities. Our net cash used in financing activities was $165.2 million for the thirty-nine weeks ended May 31, 2025, compared to $43.6 million for the thirty-nine weeks ended May 25, 2024. Net cash used in financing activities for the thirty-nine weeks ended May 31, 2025, primarily consisted of $150.0 million in principal payments on the Term Facility, $24.3 million in repurchases of common stock, and $2.8 million in tax payments related to the issuance of restricted stock units and performance stock units, partially offset by $12.0 million of cash proceeds received from option exercises. Net cash used in financing activities for the thirty-nine weeks ended May 25, 2024, primarily consisted of $45.0 million in principal payments on the Term Facility, and $4.8 million in tax payments related to issuance of restricted stock units and performance stock units, partially offset by $2.1 million of cash received on repayment of a note receivable and $4.3 million of cash proceeds received from option exercises.
New Accounting Pronouncements
For a description of critical accounting policies that affect our significant judgments and estimates used in the preparation of our consolidated financial statements, refer to our Annual Report. Refer to Note 2, Summary of Significant Accounting Policies, of our unaudited interim consolidated financial statements in this Report for further information regarding recently issued accounting standards.
Simply Good Foods Company published this content on July 10, 2025, and is solely responsible for the information contained herein. Distributed via Edgar on July 10, 2025 at 18:20 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]