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, the effect of the COVID-19 pandemic on our
business, financial condition and results of operations, our expectations
regarding our supply chain, including but not limited to, raw materials and
logistics costs, and the effect of price increases. 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 our Annual Report on Form 10-K for the
fiscal year ended August 28, 2021 ("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, 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. 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

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. The product portfolio we develop, market and sell
consists primarily of protein bars, ready-to-drink ("RTD") shakes, sweet and
salty snacks and confectionery products marketed under the Atkins®, Atkins
Endulge®, and Quest® 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.

  Our nutritious snacking platform consists of brands that specialize in
providing products for consumers that follow certain nutritional philosophies
and health-and-wellness trends: Atkins® for those following a low-carb lifestyle
and Quest® for consumers seeking a variety of protein-rich foods and beverages
that also limit sugars and simple carbs. 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.

Effects of COVID-19



  For the thirteen weeks ended November 27, 2021, our business improved from the
end of fiscal year 2021, driven in part by the increasing normalization of
consumer mobility and shopper traffic patterns in brick and mortar retailers
versus prior periods that were pressured by COVID-19 movement restrictions. The
improvement in consumer mobility and shopper traffic patterns however remains
fragile and there continues to be uncertainty related to the sustainability and
longevity of these trends. In addition, these positive trends could be
negatively affected by an increase in the number and rate of reported positive
cases of COVID-19, especially resulting from new variants of the virus, along
with any government actions to reimpose mobility restrictions. During fiscal
year 2022, we expect our business performance will continue to be affected by
the level of consumer mobility, which includes the rate at which consumers
return to working outside the home.

  We have actively engaged with the various elements of our value chain,
including our retail customers, contract manufacturers, and logistics and
transportation providers, to meet demand for our products and to remain informed
of any challenges within our value chain. Although consumer consumption habits
have become steadier, inventory levels remain variable. Based on information
available to us as of the date of this Report, we believe we will be able to
deliver products at acceptable levels to fulfil customer orders on a timely
basis; therefore, we expect our products will continue to be available for
purchase to meet consumer meal replacement and snacking needs
                                       19
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for the foreseeable future. We continue to monitor customer and consumer demand
along with our logistics capabilities and intend to adapt our plans as needed to
continue to drive our business and meet our obligations during the continuing
and evolving COVID-19 situation.

  We remain uncertain of the ultimate effect COVID-19 could have on our business
notwithstanding the distribution of several U.S. government approved vaccines,
the availability of booster inoculations and the easing of movement restrictions
relative to the onset of COVID-19. This uncertainty stems from the potential
for, among other things, (i) the rise of COVID-19 mutations that have resulted
in increased rates of reported cases for which currently approved vaccines are
or may not be as effective, (ii) unexpected supply chain disruptions, including
disruptions resulting from labor shortages or other human capital challenges,
(iii) changes to customer operations, (iv) a reversal in recently improving
consumer purchasing and consumption behavior, and (v) the closure of or reduced
access to customer establishments.

Restructuring and Related Charges



  In May 2020, we announced certain restructuring activities in conjunction with
the implementation of our future-state organization design, which created a
fully integrated organization with our completed acquisition of Quest Nutrition,
LLC on November 7, 2019. The new organization design became effective on August
31, 2020. These restructuring plans primarily include workforce reductions,
changes in management structure, and the relocation of business activities from
one location to another.

  Total restructuring and restructuring-related costs incurred in the thirteen
weeks ended November 27, 2021 were immaterial. We incurred a total of $2.5
million in restructuring and restructuring-related costs in the thirteen weeks
ended November 28, 2020. The effect of these restructuring activities has been
included within General and administrative on the Condensed Consolidated
Statements of Operations and Comprehensive Income. Since the restructuring
activities were announced in May 2020, we have incurred aggregate restructuring
and restructuring-related costs of $9.9 million. Overall, we expect to incur a
total of approximately $10.1 million in restructuring and restructuring-related
costs, including the $9.9 million previously incurred, and the balance of which
will be paid through the second quarter of fiscal year 2022. As of November 27,
2021, the outstanding restructuring liability was $0.1 million. Refer to Note
13, Restructuring and Related Charges, of our Notes to Unaudited Condensed
Consolidated Financial Statements in this Report for additional information
regarding restructuring activities.

SimplyProtein Sale



  Effective September 24, 2020, we sold the assets exclusively related to our
SimplyProtein® brand of products for approximately $8.8 million of
consideration, including cash of $5.8 million and a note receivable for $3.0
million, to a newly formed entity led by the Company's former Canadian-based
management team who had been responsible for this brand prior to the sale
transaction (the "SimplyProtein Sale"). In addition to purchasing these assets,
the buyer assumed certain liabilities related to the SimplyProtein® brand's
business. There was no gain or loss recognized as a result of the SimplyProtein
Sale. The transaction has enabled our management to focus its full time and
resources on our core Atkins® and Quest® branded businesses and other strategic
initiatives.

Supply Chain

  We expect higher raw material and logistics costs in fiscal year 2022. As a
result, we instituted a price increase effective in September 2021, the first
month of our fiscal year 2022. Management believes the price increase and cost
savings initiatives will enable us to continue to invest in projects that drive
growth.

  We have begun to see logistics challenges, which we believe have contributed
to lower retail and e-commerce sales of our products due to out-of-stock
situations, delayed recognition of sales and higher than historical inventory
levels. In addition, we could experience additional lost sale opportunities at
our retail and e-commerce customers if our products are not available for
purchase as a result of disruptions in our supply chain relating to an inability
to obtain ingredients or packaging, labor challenges at our logistics providers
or our contract manufacturers, or if our customers experience delays in stocking
our products.
                                       20
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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 comprise broker commissions, customer marketing, media and other marketing costs.



•General and administrative. General and administrative expenses comprise
expenses associated with corporate and administrative functions that support our
business, including employee compensation, stock-based compensation,
professional services, integration costs, restructuring costs, insurance and
other general corporate expenses.

•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.

Results of Operations



  Sales and earnings growth improved for both the Atkins® and Quest® brands
during the thirteen weeks ended November 27, 2021, driven by improving consumer
mobility and shopper trips compared to the thirteen weeks ended November 28,
2020, as well as increasing household penetration and innovation that continues
to resonate with consumers. As a result of the price increase effective in
September 2021 as well as favorable product form and retail channel mix, we were
able to more than offset the unfavorable effects of higher raw material costs,
logistics costs, and supply chain challenges in the thirteen weeks ended
November 27, 2021 and achieve gross margin expansion and earnings growth. As
previously discussed above in "Supply Chain," we continue to expect to have
higher raw material and logistics costs in fiscal year 2022 as compared to
fiscal year 2021.

  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, the 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.

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Comparison of Unaudited Results for the Thirteen Weeks Ended November 27, 2021
and the Thirteen Weeks Ended November 28, 2020

  The following unaudited table presents, for the periods indicated, selected
information from our Condensed Consolidated Statements of Operations and
Comprehensive Income, including information presented as a percentage of net
sales:

                                       Thirteen Weeks                     Thirteen Weeks
                                            Ended                              Ended
                                        November 27,       % of Sales      November 28,       % of Sales
(In thousands)                              2021                               2020
Net sales                              $     281,265          100.0  %    $     231,152          100.0  %
Cost of goods sold                           164,710           58.6  %          137,111           59.3  %
Gross profit                                 116,555           41.4  %           94,041           40.7  %

Operating expenses:
Selling and marketing                         30,527           10.9  %           25,195           10.9  %
General and
administrative                                23,702            8.4  %           25,415           11.0  %
Depreciation and
amortization                                   4,320            1.5  %            4,244            1.8  %

Total operating expenses                      58,549           20.8  %           54,854           23.7  %

Income from operations                        58,006           20.6  %           39,187           17.0  %

Other income (expense):
Interest income                                    1              -  %                3              -  %
Interest expense                              (6,371)          (2.3) %           (8,372)          (3.6) %
(Loss) gain in fair value
change of warrant
liability                                    (17,317)          (6.2) %           20,453            8.8  %

(Loss) gain on foreign
currency transactions                           (353)          (0.1) %                9              -  %
Other income                                       9              -  %               47              -  %
Total other (expense)
income                                       (24,031)          (8.5) %           12,140            5.3  %

Income before income
taxes                                         33,975           12.1  %           51,327           22.2  %
Income tax expense                            12,823            4.6  %            8,374            3.6  %
Net income                             $      21,152            7.5  %    $      42,953           18.6  %

Other financial data:
Adjusted EBITDA (1)                    $      65,615           23.3  %    $      48,697           21.1  %

(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 of $281.3 million represented an increase of $50.1
million, or 21.7%, for the thirteen weeks ended November 27, 2021 compared to
the thirteen weeks ended November 28, 2020. The increase was primarily
attributable to retail sales volume growth and e-commerce growth for both the
Atkins® and Quest® brands, which increased our North America net sales by 24.5%
in the thirteen weeks ended November 27, 2021 compared to the thirteen weeks
ended November 28, 2020. Additionally, we instituted a price increase effective
in September 2021, the first month of our fiscal year 2022. The increase in net
sales was partially offset by a 27.3% decline in our international business due
to the European exit. The European exit represented a 1.6% headwind to total
Company net sales growth.

  Cost of goods sold. Cost of goods sold increased $27.6 million, or 20.1%, for
the thirteen weeks ended November 27, 2021 compared to the thirteen weeks ended
November 28, 2020. The cost of goods sold increase was driven by the sales
volume growth for both the Atkins® and Quest® brands, as discussed above.
Additionally, our cost of goods sold for the thirteen weeks ended November 27,
2021 was unfavorably affected by higher raw material costs, logistics costs, and
supply chain challenges. As previously discussed above in "Supply Chain," we
continue to expect to have higher raw material and logistics costs in fiscal
year 2022 as compared to fiscal year 2021.

  Gross profit. Gross profit increased $22.5 million, or 23.9%, for the thirteen
weeks ended November 27, 2021 compared to the thirteen weeks ended November 28,
2020, which was primarily driven by the sales volume growth for both the Quest®
and Atkins®
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brands as discussed above. Gross profit of $116.6 million, or 41.4% of net
sales, for the thirteen weeks ended November 27, 2021 increased 70 basis points
from 40.7% of net sales for the thirteen weeks ended November 28, 2020. The
increase in gross profit margin was primarily the result of the price increase
which became effective in September 2021 as well as favorable product form and
retail channel mix given higher shopper traffic volume within brick and mortar
retailers. The increase in gross profit margin was partially offset by the
unfavorable effects of higher raw material costs, logistics costs, and supply
chain challenges in the thirteen weeks ended November 27, 2021 as previously
discussed.

  Operating expenses. Operating expenses increased $3.7 million, or 6.7%, for
the thirteen weeks ended November 27, 2021 compared to the thirteen weeks ended
November 28, 2020 due to the following:

•Selling and marketing. Selling and marketing expenses increased $5.3 million,
or 21.2%, for the thirteen weeks ended November 27, 2021 compared to the
thirteen weeks ended November 28, 2020. The increase was primarily related to
additional brand building initiatives for both Atkins® and Quest® in the
thirteen weeks ended November 27, 2021 compared to the thirteen weeks ended
November 28, 2020.

•General and administrative. General and administrative expenses decreased $1.7
million, or 6.7%, for the thirteen weeks ended November 27, 2021 compared to the
thirteen weeks ended November 28, 2020. The decrease was primarily attributable
to reductions in costs related to business integration activities of $1.2
million and restructuring charges of $2.5 million in the thirteen weeks ended
November 27, 2021 compared to the thirteen weeks ended November 28, 2020. These
decreases were partially offset by an increase in incentive compensation,
including an increase of stock-based compensation of $1.5 million, in the
thirteen weeks ended November 27, 2021 compared to the thirteen weeks ended
November 28, 2020.

•Depreciation and amortization. Depreciation and amortization expenses remained
approximately flat at $4.3 million for the thirteen weeks ended November 27,
2021 and $4.2 million for the November 28, 2020.

Interest income. Interest income was nominal for each of the thirteen weeks ended November 27, 2021 and November 28, 2020.



  Interest expense. Interest expense decreased $2.0 million for the thirteen
weeks ended November 27, 2021 compared to the thirteen weeks ended November 28,
2020, primarily due to principal payments reducing the outstanding balance of
the Term Facility (as defined below) to $431.5 million as of November 27, 2021
from $581.5 million as of November 28, 2020. Additionally, interest expense
related to the amortization of deferred financing costs and debt discount
decreased $0.3 million for the thirteen weeks ended November 27, 2021 compared
to the thirteen weeks ended November 28, 2020.

  (Loss) gain in fair value change of warrant liability. During thirteen weeks
ended November 27, 2021 and November 28, 2020, we recorded a non-cash loss of
$17.3 million and a non-cash gain of $20.5 million, respectively, related to
changes in valuation of our liability-classified warrants issued through a
private placement ("Private Warrants"), which is primarily driven by movements
in our stock price.

(Loss) gain on foreign currency transactions. A loss of $0.4 million in foreign currency transactions was recorded for the thirteen weeks ended November 27, 2021 compared to an immaterial foreign currency gain for the thirteen weeks ended November 28, 2020. The variance primarily relates to changes in foreign currency rates related to our international operations.



  Income tax expense. Income tax expense increased $4.4 million for the thirteen
weeks ended November 27, 2021 compared to the thirteen weeks ended November 28,
2020. The increase in our income tax expense is primarily driven by higher
income from operations, partially offset by changes in permanent differences.

  Net income. Net income was $21.2 million for the thirteen weeks ended
November 27, 2021, a decrease of $21.8 million compared to net income of $43.0
million for the thirteen weeks ended November 28, 2020. The decrease in net
income was primarily driven by the non-cash fair value loss of $17.3 million in
the thirteen weeks ended November 27, 2021 compared to a non-cash fair value
gain of $20.5 million in the thirteen weeks ended November 28, 2020 related to
the measurement of our liability-classified Private Warrants, which was
partially offset by increased income from operations driven by the Atkins® and
Quest® brand sales volume growth as discussed above.

  Adjusted EBITDA. Adjusted EBITDA increased $16.9 million, or 34.7% for the
thirteen weeks ended November 27, 2021 compared to the thirteen weeks ended
November 28, 2020, driven primarily by sales volume growth for the Atkins® and
Quest® brands as discussed above. For a reconciliation of Adjusted EBITDA to its
most directly comparable GAAP measure, see "Reconciliation of EBITDA and
Adjusted EBITDA" below.

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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). Simply Good Foods 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, integration costs, restructuring costs,
gain or loss in fair value change of warrant liability, 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
Adjusted EBITDA is frequently used by securities analysts, investors and other
interested parties in the evaluation of companies in its industry. 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 weeks ended November 27, 2021 and November 28, 2020:

                                                              Thirteen Weeks Ended
 (In thousands)                                     November 27, 2021      November 28, 2020
 Net income                                        $       21,152          $         42,953
 Interest income                                               (1)                       (3)
 Interest expense                                           6,371                     8,372
 Income tax expense                                        12,823                     8,374
 Depreciation and amortization                              4,741           

4,513


 EBITDA                                                    45,086           

64,209



 Stock-based compensation expense                           2,605                     1,110

 Integration of Quest                                          55                     1,246
 Restructuring                                                 42                     2,519

Loss (gain) in fair value change of


 warrant liability                                         17,317                   (20,453)

 Other (1)                                                    510                        66
 Adjusted EBITDA                                   $       65,615          $         48,697

(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, and acquisition
opportunities.

  We had $35.4 million in cash as of November 27, 2021. 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 5, Long-Term Debt and Line of Credit, and Note 8, Leases, of the Notes to
Unaudited Condensed 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, we 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
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concurrent with the consummation of the business combination 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. The interest
rate per annum is based on either (i) a base rate equaling the higher of (a) the
"prime rate," (b) the federal funds effective rate plus 0.50%, or (c) the
Euro-currency rate applicable for an interest period of one month plus 1.00%
plus (x) 3.00% margin for the Term Loan or (y) 2.00% margin for the Revolving
Credit Facility, or (ii) London Interbank Offered Rate ("LIBOR") adjusted for
statutory reserve requirements plus (x) 4.00% margin for the Term Loan subject
to a floor of 1.00% or (y) 3.00% margin for the Revolving Credit Facility. 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 are holding companies with no assets other than
their investments in their respective subsidiaries.

  On March 16, 2018 (the "Amendment Date"), we entered into an amendment (the
"Repricing Amendment") to the Credit Agreement. As a result of the Repricing
Amendment, the interest rate on the Term Loan was reduced and, as of the
Amendment Date, such loans had an interest rate equal to, at our option, either
LIBOR plus an applicable margin of 3.50% or a base rate plus an applicable
margin of 2.50%. The Repricing Amendment did not change the interest rate on the
Revolving Credit Facility. The Revolving Credit Facility continued to bear
interest based upon our consolidated net leverage ratio as of the last financial
statements delivered to the administrative agent. No additional debt was
incurred or any proceeds received by us in connection with the Repricing
Amendment. The incremental fees paid to the administrative agent are reflected
as additional debt discount and are amortized over the terms of the long-term
financing agreements using the effective-interest method.

  On November 7, 2019, 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) and as of the Amendment No. 2 Effective Date (as
defined in the Incremental Facility Amendment), the Initial Term Loans bear
interest at a rate equal to, at our option, either LIBOR plus an applicable
margin of 3.75% or a base rate plus an applicable margin of 2.75%. The
Incremental Facility Amendment was executed to partially finance the acquisition
of Quest 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, the Company entered into a third amendment
(the "Extension Amendment") to the Credit Agreement. The Extension Amendment
provides 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 maturity date of the
Initial Term Loans on July 7, 2024 and (ii) December 16, 2026.

  The Applicable Rate per annum applicable to the loans under the Credit
Agreement Amendment is, with respect to any Initial Term Loan that is an ABR
Loan (as defined in the Credit Agreement), 2.75% per annum, and with respect to
any Initial Term Loan that is a Eurodollar Loan, 3.75% per annum. The
incremental term loans will mature on the maturity date applicable to the
Initial Term Loans, which is July 7, 2024.

  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 financial covenants as of
November 27, 2021 and August 28, 2021, respectively.

  At November 27, 2021, the outstanding balance of the Term Facility was $431.5
million. We are not required to make principal payments on the Term Facility
over the twelve months following the period ended November 27, 2021. The
outstanding balance of the Term Facility is due upon its maturity in July 2024.
As of November 27, 2021, there were no amounts drawn against the Revolving
Credit Facility.

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Private Warrants to Purchase Common Stock

  As of November 27, 2021, we have outstanding liability-classified Private
Warrants that allow holders to purchase 6,700,000 shares of the Company's common
stock. Such Private Warrants are held by Conyers Park Sponsor, LLC, a related
party. Each whole warrant entitles the holder to purchase one share of the
Company's common stock at a price of $11.50 per share. If all Private Warrants
are exercised at the $11.50 exercise price per warrant, our cash would increase
by $77.1 million. The warrants expire on July 7, 2022 or earlier upon redemption
or liquidation, as applicable.

Cash Flows

The following table sets forth the major sources and uses of cash for each of the periods set forth below (in thousands):



                                                             Thirteen Weeks 

Ended

November 27, 2021

November 28, 2020

Net cash (used in) provided by operating


 activities                                      $           (7,329)     $  

15,197

Net cash (used in) provided by investing


 activities                                      $           (4,377)     $  

5,593


 Net cash used in financing activities           $          (27,992)     $  

(25,122)





  Operating activities. Our net cash (used in) provided by operating activities
decreased $22.5 million to $7.3 million cash used in operating activities for
the thirteen weeks ended November 27, 2021 compared to cash provided by
operating activities of $15.2 million for the thirteen weeks ended November 28,
2020. The decrease in cash provided by operating activities was primarily
attributable to changes in working capital, including $14.0 million of accounts
receivable, net, $14.2 million of accounts payable and $17.9 million of accrued
expenses and other current liabilities due to timing of payments and receipts
during the thirteen weeks ended November 27, 2021. Additionally, seasonal
building of inventory levels contributed to $15.3 million of negative working
capital changes in inventory for the thirteen weeks ended November 27, 2021.
These decreases in cash provided by operating activities were partially offset
by the $18.8 million increase in income from operations primarily attributable
to retail sales volume growth and e-commerce growth for both the Atkins® and
Quest® brands as discussed in "Results of Operations" above.

  Investing activities. Our net cash used in investing activities was $4.4
million for the thirteen weeks ended November 27, 2021 compared to net cash
provided by investing activities of $5.6 million for the thirteen weeks ended
November 28, 2020. Our net cash used in investing activities for the thirteen
weeks ended November 27, 2021 primarily comprised $2.7 million of purchases of
property and equipment and the issuance of a $1.5 million note receivable. The
$5.6 million of net cash provided by investing activities for the thirteen weeks
ended November 28, 2020 primarily comprised the $5.8 million of cash proceeds
received from the SimplyProtein Sale.

  Financing activities. Our net cash used in financing activities was $28.0
million for the thirteen weeks ended November 27, 2021 compared to $25.1 million
for the thirteen weeks ended November 28, 2020. Net cash used in financing
activities for the thirteen weeks ended November 27, 2021 primarily consisted of
$25.0 million in principal payments on the Term Facility and $3.2 million of tax
payments related to issuance of restricted stock units and performance stock
units. Net cash used in financing activities for the thirteen weeks ended
November 28, 2020 primarily consisted of $25.0 million in principal payments on
the Term Facility.

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.

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