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, and
the unforeseen business disruptions or other effects due to current global
geopolitical tensions, including relating to Ukraine. 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 27, 2022 ("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, and other product offerings. 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®, Quest® and Quest HeroTM 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.

Business Trends



  We continue to actively monitor the impact of the dynamic macroeconomic
inflationary environment in the United States and elsewhere, elevated levels of
supply chain cost inflation, and the level of consumer mobility, which includes
the rate at which consumers return to working outside the home. Current or
future governmental policies may increase the risk of inflation and possible
economic recession, which could further increase the costs of ingredients,
packaging and finished goods for our business as well as negatively effect
consumer behavior and demand for our products. Additionally, management is
continuing to monitor the conflict in Ukraine, especially regarding the
availability and cost of raw materials that are produced in this region and
Europe in general. Management is also monitoring for signs of any expansion of
economic or supply chain disruptions or broader supply chain inflationary costs
resulting either directly or indirectly from the crisis in Eastern Europe.

  During the thirteen weeks ended November 26, 2022, our business performance
was affected by the corresponding unfavorable effects of higher raw material
costs, higher co-manufacturing costs, higher freight and logistics costs, and
supply chain challenges, including supply chain disruptions resulting from labor
shortages and disruptions in ingredients, and we expect these inflationary cost
pressures and supply chain challenges to continue for the remainder of fiscal
year 2023.

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  We continue to proactively engage with 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 business
operations. Additionally, we instituted price increases effective in the first
and fourth quarters of fiscal year 2022. Management believes these price
increases and additional cost savings initiatives will partially offset the
unfavorable effects of the supply chain cost pressures discussed above.

  The ultimate effect the supply chain challenges, cost pressures, current high
inflation environment, and the possible economic recession discussed above could
have on consumer purchasing patterns and on our business continue to be not
fully known.

  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 fulfill 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 for
the foreseeable future. We continue to monitor customer and consumer demand
along with our supply chain and logistics capabilities and intend to adapt our
plans as needed to continue to drive our business and meet our obligations.

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, and depreciation and amortization expense. 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



  During the thirteen weeks ended November 26, 2022, our net sales increased
$19.6 million, or 7.0%, and our gross profit decreased $5.6 million, or 4.8%,
compared to the thirteen weeks ended November 27, 2021. Net sales for the
thirteen weeks ended November 26, 2022 were positively affected by the price
increase effective in the fourth quarter of fiscal year 2022 and both the
Atkins® and Quest® brands experienced sales growth driven by increased
e-commerce sales volume. However, unfavorable effects of higher raw material and
co-manufacturing costs and supply chain challenges in the thirteen weeks ended
November 26, 2022 resulted in decreased gross profit and gross profit margin as
compared to the thirteen weeks ended November 27, 2021. As previously discussed
above in "Business Trends," we expect these inflationary cost pressures and
supply chain challenges to continue for the remainder of fiscal year 2023.

  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.

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Comparison of Unaudited Results for the Thirteen Weeks Ended November 26, 2022
and the Thirteen Weeks Ended November 27, 2021

  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                    Thirteen Weeks
                                              Ended                             Ended
                                          November 26,       % of Net       November 27,       % of Net
(In thousands)                                2022             Sales            2021             Sales
Net sales                                $     300,878         100.0  %    $     281,265         100.0  %
Cost of goods sold                             189,886          63.1  %          164,710          58.6  %
Gross profit                                   110,992          36.9  %     

116,555 41.4 %



Operating expenses:
Selling and marketing                           28,534           9.5  %           30,527          10.9  %
General and administrative                      25,641           8.5  %           23,702           8.4  %
Depreciation and
amortization                                     4,327           1.4  %            4,320           1.5  %

Total operating expenses                        58,502          19.4  %     

58,549 20.8 %



Income from operations                          52,490          17.4  %     

58,006 20.6 %



Other income (expense):
Interest income                                      7             -  %                1             -  %
Interest expense                                (7,055)         (2.3) %           (6,371)         (2.3) %
Loss in fair value change
of warrant liability                                 -             -  %     

(17,317) (6.2) %



Gain (loss) on foreign
currency transactions                              108             -  %             (353)         (0.1) %
Other income                                         6             -  %                9             -  %
Total other expense                             (6,934)         (2.3) %     

(24,031) (8.5) %



Income before income taxes                      45,556          15.1  %           33,975          12.1  %
Income tax expense                               9,696           3.2  %           12,823           4.6  %
Net income                               $      35,860          11.9  %    $      21,152           7.5  %

Other financial data:
Adjusted EBITDA (1)                      $      60,766          20.2  %    $      65,615          23.3  %
(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 $300.9 million represented an increase of $19.6
million, or 7.0%, for the thirteen weeks ended November 26, 2022 compared to the
thirteen weeks ended November 27, 2021. The increase was primarily attributable
to the price increase effective in the fourth quarter of fiscal year 2022 and
e-commerce sales volume growth for both the Atkins® and Quest® brands, which
increased our North America net sales by 7.8% in the thirteen weeks ended
November 26, 2022 compared to the thirteen weeks ended November 27, 2021. The
increase in North America net sales was partially offset by a 16.5% decline in
our international business and a 1.1% headwind to net sales growth related to
our shift from direct sales to licensing the Quest® frozen pizza business in the
third quarter of fiscal year 2022.

  Cost of goods sold. Cost of goods sold increased $25.2 million, or 15.3%, for
the thirteen weeks ended November 26, 2022 compared to the thirteen weeks ended
November 27, 2021. The cost of goods sold increase was driven by higher raw
material, packaging, and co-manufacturing costs and supply chain challenges for
the thirteen weeks ended November 26, 2022 as well as sales volume growth for
both the Atkins® and Quest® brands, as discussed above. As previously discussed
above in "Business Trends," we expect these inflationary cost pressures and
supply chain challenges to continue for the remainder of fiscal year 2023.

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  Gross profit. Gross profit decreased $5.6 million, or 4.8%, for the thirteen
weeks ended November 26, 2022 compared to the thirteen weeks ended November 27,
2021. Additionally, gross profit of $111.0 million, or 36.9% of net sales, for
the thirteen weeks ended November 26, 2022 decreased 450 basis points from 41.4%
of net sales for the thirteen weeks ended November 27, 2021. The decreases in
gross profit and gross profit margin were primarily driven by the unfavorable
effects of higher raw material, packaging, and co-manufacturing costs and supply
chain challenges in the thirteen weeks ended November 26, 2022 as previously
discussed. These decreases were partially offset by the favorable effects of the
price increase which became effective in the fourth quarter of fiscal year 2022.

  Operating expenses. Operating expenses remained approximately flat at $58.5
million for the thirteen weeks ended November 26, 2022 and November 27, 2021 due
to the following:

•Selling and marketing. Selling and marketing expenses decreased $2.0 million,
or 6.5%, for the thirteen weeks ended November 26, 2022 compared to the thirteen
weeks ended November 27, 2021, primarily related to the timing of marketing
spend, which was partially offset by increased production costs related to
television commercials.

•General and administrative. General and administrative expenses increased $1.9
million, or 8.2%, for the thirteen weeks ended November 26, 2022 compared to the
thirteen weeks ended November 27, 2021. The increase in general and
administrative expenses was primarily attributable to a $0.7 million increase in
stock-based compensation and increased corporate and employee related expenses.
These increases were partially offset by the discontinuation of costs related to
business integration activities and restructuring charges in the thirteen weeks
ended November 26, 2022 compared to costs totaling $0.1 million in the thirteen
weeks ended November 27, 2021.

•Depreciation and amortization. Depreciation and amortization expenses were $4.3 million for the thirteen weeks ended November 26, 2022 and November 27, 2021.



  Interest expense. Interest expense increased $0.7 million for the thirteen
weeks ended November 26, 2022 compared to the thirteen weeks ended November 27,
2021, primarily due to the increase in interest rates on our Term Facility (as
defined below) to 7.7% as of November 26, 2022 from 4.8% as of November 27,
2021. The increase was partially offset by the effect of principal payments
reducing the outstanding balance of the Term Facility to $400.0 million as of
November 26, 2022 from $431.5 million as of November 27, 2021. Additionally,
interest expense related to the amortization of deferred financing costs and
debt discount decreased $0.3 million for the thirteen weeks ended November 26,
2022 compared to the thirteen weeks ended November 27, 2021.

  Loss in fair value change of warrant liability. During thirteen weeks ended
November 27, 2021, we recorded a non-cash loss of $17.3 million related to
changes in valuation of our liability-classified warrants issued through a
private placement ("Private Warrants"), which was primarily driven by movements
in our stock price. On January 7, 2022, the Private Warrants were exercised on a
cashless basis, resulting in a net issuance of 4,830,761 shares of common stock.
As a result, there were no outstanding liability-classified Private Warrants
during the thirteen weeks ended November 26, 2022.

  Gain (loss) on foreign currency transactions. Foreign currency transactions
resulted in a gain of $0.1 million and a loss of $0.4 million for the thirteen
weeks ended November 26, 2022 and November 27, 2021, respectively. The variance
is attributable to changes in foreign currency rates related to our
international operations.

  Income tax expense. Income tax expense decreased $3.1 million for the thirteen
weeks ended November 26, 2022 compared to the thirteen weeks ended November 27,
2021. The decrease in our income tax expense was primarily driven by lower
income from operations and changes in permanent differences.

  Net income. Net income was $35.9 million for the thirteen weeks ended
November 26, 2022, an increase of $14.7 million compared to net income of $21.2
million for the thirteen weeks ended November 27, 2021. The increase was
primarily driven by the $17.3 million non-cash fair value loss incurred in the
thirteen weeks ended November 27, 2021 related to the measurement of our
liability-classified Private Warrants. The increase in net income was partially
offset by the decreased income from operations driven by the unfavorable effects
of higher raw material and co-manufacturing costs and supply chain challenges in
the thirteen weeks ended November 26, 2022.

  Adjusted EBITDA. Adjusted EBITDA decreased $4.8 million, or 7.4% for the
thirteen weeks ended November 26, 2022 compared to the thirteen weeks ended
November 27, 2021, driven primarily by the decrease in income from operations as
a result of the unfavorable effects of higher raw material and co-manufacturing
costs and supply chain challenges in the thirteen weeks ended November 26, 2022
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). 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, 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 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 weeks ended November 26, 2022 and November 27, 2021:

                                                              Thirteen Weeks Ended
 (In thousands)                                     November 26, 2022      November 27, 2021
 Net income                                        $       35,860          $         21,152
 Interest income                                               (7)                       (1)
 Interest expense                                           7,055                     6,371
 Income tax expense                                         9,696                    12,823
 Depreciation and amortization                              4,952           

4,741


 EBITDA                                                    57,556           

45,086



 Stock-based compensation expense                           3,313                     2,605

 Integration of Quest                                           -                        55
 Restructuring                                                  -                        42

Loss in fair value change of warrant


 liability                                                      -                    17,317

 Other (1)                                                   (103)                      510
 Adjusted EBITDA                                   $       60,766          $         65,615

(1) Other items consist principally of exchange impact of foreign currency transactions and


 other expenses.



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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 $54.1 million in cash as of November 26, 2022. 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 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 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 a repricing amendment (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 the
Secured Overnight Financing Rate ("SOFR") and related replacement provisions for
the London Interbank Offered Rate ("LIBOR").

Effective as of the 2022 Repricing Amendment dated January 21, 2022, 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 Adjusted Term SOFR Rate (as defined in the
Credit Agreement) applicable for an interest period of one month plus 1.00% plus
(x) 2.25% margin for the Term Loan or (y) 2.00% margin for the Revolving Credit
Facility; or

ii.SOFR plus a credit spread adjustment equal to 0.10% for one-month SOFR, 0.15%
for up to three-month SOFR and 0.25% for up to six-month SOFR, subject to a
floor of 0.50%, plus (x) 3.25% margin for the Term Loan 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.

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  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 26, 2022 and August 27, 2022, respectively.

  At November 26, 2022, the outstanding balance of the Term Facility was $400.0
million. We are not required to make principal payments on the Term Facility
over the twelve months following the period ended November 26, 2022. The
outstanding balance of the Term Facility is due upon its maturity in July 2024.
As of November 26, 2022, there were no amounts drawn against the Revolving
Credit Facility.

Stock Repurchase Program



  On October 21, 2022, we announced that our Board of Directors had approved the
addition of $50.0 million to our stock repurchase program, resulting in
authorized stock repurchases of up to an aggregate of $150.0 million. During the
thirteen weeks ended November 26, 2022, we repurchased 546,346 shares of common
stock for $16.4 million, averaging a purchase price per share of $30.11. We did
not repurchase any shares of common stock during the thirteen weeks ended
November 27, 2021.

  As of November 26, 2022, approximately $71.5 million remained available for
repurchases under our $150.0 million stock repurchase program. Refer to Note 10,
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):



                                                             Thirteen Weeks 

Ended

November 26, 2022

November 27, 2021

Net cash provided by (used in) operating


 activities                                      $            8,718      $  

(7,329)


 Net cash used in investing activities           $           (1,238)     $  

(4,377)


 Net cash used in financing activities           $          (20,761)     $  

(27,992)





  Operating activities. Our net cash provided by operating activities increased
$16.0 million to $8.7 million for the thirteen weeks ended November 26, 2022
compared to cash used in operating activities of $7.3 million for the thirteen
weeks ended November 27, 2021. The increase in cash provided by operating
activities was primarily attributable to changes in working capital, comprised
of changes in accounts receivable, net, inventories, prepaid expenses, accounts
payable, and accrued expenses and other current liabilities, which are driven by
the timing of payments and receipts and seasonal building of inventory. Changes
in working capital consumed cash of $47.6 million in the thirteen weeks ended
November 26, 2022 compared to $61.4 million of cash consumed in the thirteen
weeks ended November 27, 2021. Additionally, cash paid for taxes decreased $8.8
million to an immaterial amount for the thirteen weeks ended November 26, 2022
as compared to the thirteen weeks ended November 27, 2021. These increases in
cash provided by operating activities were partially offset by the $5.5 million
decrease in income from operations to $52.5 million for the thirteen weeks ended
November 26, 2022 as compared to $58.0 million for the thirteen weeks ended
November 27, 2021, primarily attributable to the higher raw material and
co-manufacturing costs and supply chain challenges as discussed in "Results of
Operations" above. Additionally, cash paid for interest was $6.4 million in the
thirteen weeks ended November 26, 2022, which was an increase of $0.7 million as
compared to the $5.7 million paid for interest in the thirteen weeks ended
November 27, 2021.

  Investing activities. Our net cash used in investing activities was $1.2
million for the thirteen weeks ended November 26, 2022 compared to $4.4 million
for the thirteen weeks ended November 27, 2021. Our net cash used in investing
activities for the thirteen weeks ended November 26, 2022 primarily comprised
$1.2 million of purchases of property and equipment. The $4.4 million of 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.

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  Financing activities. Our net cash used in financing activities was $20.8
million for the thirteen weeks ended November 26, 2022 compared to $28.0 million
for the thirteen weeks ended November 27, 2021. Net cash used in financing
activities for the thirteen weeks ended November 26, 2022 primarily consisted of
$16.4 million in repurchases in common stock, $6.5 million in principal payments
on the Term Facility, and $2.3 million in tax payments related to issuance of
restricted stock units and performance stock units, partially offset by
$4.6 million of cash proceeds received from option exercises. 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 in tax payments related to issuance of restricted stock units and
performance stock units.

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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