This Quarterly Report on Form 10-Q/A (this "Amendment") contains
forward-looking statements. When used anywhere in this Amendment, 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 novel coronavirus ("COVID-19") on our business, financial
condition and results of operations. 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/A for
the fiscal year ended August 29, 2020 and our unaudited condensed consolidated
financial statements and the related notes appearing elsewhere in this
Amendment. 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 on Form 10-K/A. The Company assumes no obligation to update any of these
forward-looking statements.

Unless the context requires otherwise in this Amendment, 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. Our nutritious snacking platform consists of the
following core brands that specialize in providing products for consumers that
follow certain nutritional philosophies, dietary approaches and/or
health-and-wellness trends: Atkins® for those following a low-carb lifestyle;
and Quest® for consumers seeking to partner with a brand that makes the foods
they crave work for them, not against them, through a variety of protein-rich
foods and beverages that also limit sugars and simple carbs. 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. Our platform also positions us to
continue to selectively pursue acquisition opportunities of brands in the
nutritious snacking category.

  To that end, in November 2019, we completed the acquisition of Quest
Nutrition, LLC ("Quest"), a healthy lifestyle food company, for a cash purchase
price of approximately $1.0 billion (subject to customary adjustments) (the
"Acquisition of Quest"). For more information, please see "Liquidity and Capital
Resources - Acquisition of Quest."

Effects of COVID-19



  In December 2019, a novel coronavirus disease, or COVID-19, was reported and
in January 2020, the World Health Organization, or WHO, declared it a Public
Health Emergency of International Concern. On February 28, 2020, the WHO raised
its assessment of the COVID-19 threat from high to very high at a global level
due to the continued increase in the number of cases and affected countries, and
on March 11, 2020, the WHO characterized COVID-19 as a pandemic. On March 27,
2020, the Coronavirus Aid, Relief, and Economic Security ("CARES") Act was
signed into law. The CARES Act provided a substantial stimulus and assistance
package intended to address the effect of the COVID-19 pandemic, including tax
relief and government loans, grants and investments. Additionally, various
federal, state and local government-imposed movement restrictions and
initiatives have been implemented to reduce the global transmission of COVID-19,
including reduced or eliminated food services, the closure of retailing
establishments, the promotion of social distancing and the adoption of remote
working policies.

  Beginning in the third quarter of 2020, we actively engaged with the various
elements of our value chain, including our 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. Given the
unpredictable nature of the COVID-19 pandemic and the initial surge in
consumption, we increased finished goods inventory of some of our key products.
In the fourth quarter of 2020 and continuing into the first quarter of 2021,
consumption habits became more steady and inventory levels normalized. Based on
information available to us as of the date of this Amendment, we believe we will
be able to deliver our products to meet customer orders on a timely basis, and
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
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continue to monitor customer and consumer demand, and intend to adapt our plans
as needed to continue to drive our business and meet our obligations during the
evolving COVID-19 situation.

  We implemented remote work arrangements and restricted business travel in
March 2020, and to date, these arrangements have not materially affected our
ability to maintain our business operations, including the operation of
financial reporting systems, internal control over financial reporting, and
disclosure controls and procedures. We believe our lean infrastructure, which
allows for significant flexibility, speed-to-market and minimal capital
investment, has enabled us to adjust our expenditures to maintain cash flow
until the more fulsome reopening of the U.S. economy and the associated return
of shopping behavior to more normal patterns occurs. We also believe the return
of these shopping patterns along with our brand benefits of active nutrition and
weight management will drive more better-for-you snacking and meal replacement
usage occasions.

  Our consolidated results of operations for the thirteen weeks ended
November 28, 2020 continued to be affected by changes in consumer shopping and
consumption behavior due to COVID-19. The nutritional snacking category has
experienced a marked decrease in shopping trips (particularly in the mass
channel) and fewer usage occasions. There is still uncertainty related to the
duration of reduced consumer mobility and when shopping trips will return to
pre-pandemic levels, particularly in the mass market retail channel. This has
affected our portable and convenient on-the-go products, especially the
nutrition and protein bar portion of our business for both our Atkins and Quest
brands. While our Quest brand has outperformed its portion of the nutritious
snaking segment, the performance of our Atkins brand, which is part of the
weight management portion of the market, has remained slower due to what we
believe is the temporary softer interest in weight management for consumers,
fewer on-the-go usage occasions and weakness in the mass channel that has
experienced reduced shopper traffic during the pandemic.

  Based on the duration and severity of economic effects from the COVID-19
pandemic, including but not limited to stock market volatility, the potential
for (i) continued increased rates of reported cases of COVID-19, (ii) unexpected
supply chain disruptions, (iii) changes to customer operations, (iv) continued
or additional changes in consumer purchasing and consumption behavior beyond
those evidenced to date, and (v) the closure of customer establishments, we
remain uncertain of the ultimate effect COVID-19 could have on our business. We
also believe the COVID-19 uncertainty will continue during our 2021 fiscal year.

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. 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.

  For the thirteen weeks ended November 28, 2020, we incurred a total of $2.5
million in restructuring and restructuring related costs which have been
included within General and administrative on the Consolidated Statements of
Operations and Comprehensive Income. As of November 28, 2020, we have incurred
aggregate restructuring and restructuring related costs of $8.0 million since
May 2020. Overall, we expect to incur a total of approximately $9.2 million in
restructuring and restructuring-related costs, which are to be paid throughout
fiscal 2021 and the first quarter of fiscal 2022. Refer to Note 16,
Restructuring and Related Charges, of our Notes to Unaudited Condensed
Consolidated Financial Statements in this Amendment 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 enables our management to focus its full
time and our resources on our core Atkins® and Quest® branded businesses and
other strategic initiatives.

Change in Fair Value of Warrant Liability



  During the thirteen weeks ended November 28, 2020 and November 30, 2019, there
were fluctuations in the fair value of our liability-classified private warrants
("Private Warrants"). These fluctuations created significant gains and losses on
the remeasurement of our Private Warrants which are recognized as a liability
measured at fair value on our Condensed Consolidated Balance Sheets. These
remeasurements are recognized as Gain in fair value change of warrant liability
on our Condensed Consolidated Statements of Operations and Comprehensive Income
(Loss).


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Our Reportable Segment



  Following the Acquisition of Quest, our operations are organized into two
operating segments, Atkins and Quest, which are aggregated into one reporting
segment, due to similar financial, economic and operating characteristics. The
operating segments are also similar in the following areas: (a) the nature of
the products; (b) the nature of the production processes; (c) the methods used
to distribute products to customers, (d) the type of customer for the products,
and (e) the nature of the regulatory environment. The recently announced
restructuring and new organization design creates an efficient and fully
integrated organization that will continue to support and build multi-category
nutritional snacking brands.

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 salaries, 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.

•Business transaction costs. Business transaction costs are comprised of legal, due diligence, consulting and accounting firm expenses associated with the process of actively pursuing potential and completed business combinations, including the Acquisition of Quest.

Results of Operations



  Overall, the results in the first quarter of fiscal 2020 were better than
expected amid the ongoing challenges of operating in the COVID-19 environment.
The Acquisition of Quest and the strong performance of the Quest brand drove the
increases in net sales and net operating income for the thirteen weeks ended
November 28, 2020 compared to the thirteen weeks ended November 30, 2019. While
we are encouraged with our start to fiscal year 2021, including the momentum of
the Quest brand and the progress made against our strategic initiatives, there
is still uncertainty related to when mobility, consumption behavior and shopping
trips will return to pre-COVID-19 levels.

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

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Comparison of Unaudited Results for the Thirteen Weeks Ended November 28, 2020
and the Thirteen Weeks Ended
November 30, 2019

  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:
                                            As Restated
                                   Thirteen Weeks                        Thirteen Weeks
                                       Ended                                 Ended
(In thousands)                   November 28, 2020      % of Sales     November 30, 2019      % of Sales
Net sales                        $        231,152          100.0  %    $        152,153          100.0  %
Cost of goods sold                        137,111           59.3  %              89,947           59.1  %
Gross profit                               94,041           40.7  %              62,206           40.9  %

Operating expenses:
Selling and marketing                      25,195           10.9  %              18,434           12.1  %
General and administrative                 25,415           11.0  %              18,145           11.9  %
Depreciation and amortization               4,244            1.8  %               2,453            1.6  %
Business transaction costs                      -              -  %              26,159           17.2  %

Total operating expenses                   54,854           23.7  %              65,191           42.8  %

Income (loss) from operations              39,187           17.0  %              (2,985)          (2.0) %

Other income (expense):
Interest income                                 3              -  %               1,379            0.9  %
Interest expense                           (8,372)          (3.6) %              (4,969)          (3.3) %
Gain in fair value change of
warrant liability                          20,453            8.8  %              13,308            5.8  %

Gain on foreign currency
transactions                                    9              -  %                  16              -  %
Other income                                   47              -  %                  37              -  %
Total other income                         12,140            5.3  %               9,771            6.4  %

Income before income taxes                 51,327           22.2  %               6,786            4.5  %
Income tax expense (benefit)                8,374            3.6  %              (1,729)          (1.1) %
Net income                       $         42,953           18.6  %    $          8,515            5.6  %

Other financial data:
Adjusted EBITDA(1)               $         48,697           21.1  %    $         31,795           20.9  %

(1) Adjusted EBITDA is a non-GAAP financial metric. See "Reconciliation of Adjusted EBITDA" below for a reconciliation of Adjusted EBITDA to net income for each applicable period.



  Net sales. Net sales of $231.2 million represented an increase of $79.0
million, or 51.9%, for the thirteen weeks ended November 28, 2020 compared to
the thirteen weeks ended November 30, 2019. The net sales increase of 51.9% was
primarily attributable to the Acquisition of Quest, which drove 51.7% of the
increase. The remaining 0.2% increase in net sales attributable to the legacy
Atkins business was primarily driven by international sales growth, partially
offset by a 1.7% decrease in net sales due to the SimplyProtein Sale in the
first quarter of fiscal year 2021 as well as reduced sales volume due to the
continued effects of COVID-19 related movement restrictions and stay-at-home
orders.

  Cost of goods sold. Cost of goods sold increased $47.2 million, or 52.4%, for
the thirteen weeks ended November 28, 2020 compared to the thirteen weeks ended
November 30, 2019. The cost of goods sold increase was driven by sales volume
growth attributable to the Acquisition of Quest.

  Gross profit. Gross profit increased $31.8 million, or 51.2%, for the thirteen
weeks ended November 28, 2020 compared to the thirteen weeks ended November 30,
2019. Gross profit of $94.0 million, or 40.7% of net sales, for the thirteen
weeks ended November 28, 2020 decreased 20 basis points from 40.9% of net sales
for the thirteen weeks ended November 30, 2019. The decrease in gross profit
margin was primarily the result of the Acquisition of Quest's lower gross profit
margins, partially offset by a non-cash $2.4 million inventory purchase
accounting step-up adjustment in the first quarter of fiscal year 2020.
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  Operating expenses. Operating expenses decreased $10.3 million, or 15.9%, for
the thirteen weeks ended November 28, 2020 compared to the thirteen weeks ended
November 30, 2019 due to the following:

•Selling and marketing. Selling and marketing expenses increased $6.8 million,
or 36.7%, for the thirteen weeks ended November 28, 2020 compared to the
thirteen weeks ended November 30, 2019. The increase was primarily related to
the Acquisition of Quest.

•General and administrative. General and administrative expenses increased $7.3
million, or 40.1%, for the thirteen weeks ended November 28, 2020 compared to
the thirteen weeks ended November 30, 2019. The increase was primarily
attributable to the Acquisition of Quest as well as restructuring charges of
$2.5 million in the thirteen weeks ended November 28, 2020. These increases were
partially offset by reductions in stock-based compensation and costs related to
the integration of Quest.

•Depreciation and amortization. Depreciation and amortization expenses increased
$1.8 million, or 73.0%, for the thirteen weeks ended November 28, 2020 compared
to the thirteen weeks ended November 30, 2019. The increase was primarily due to
amortization for the intangible assets recognized in the Acquisition of Quest of
$2.2 million.

•Business transaction costs. Business transaction costs were $26.2 million for
the thirteen weeks ended November 30, 2019 and was comprised of expenses related
to the Acquisition of Quest.

  Interest income. Interest income decreased $1.4 million for the thirteen weeks
ended November 28, 2020 compared to the thirteen weeks ended November 30, 2019
primarily due to $195.3 million of cash on hand being utilized for the
Acquisition of Quest in the first quarter of fiscal year 2020 and lower market
rates.

  Interest expense. Interest expense increased $3.4 million for the thirteen
weeks ended November 28, 2020 compared to the thirteen weeks ended November 30,
2019 primarily due to the first quarter of fiscal year 2020 term loan funding of
$460.0 million to partially finance the Acquisition of Quest.

  Gain in fair value change of warrant liability. During the thirteen weeks
ended November 28, 2020 and the thirteen weeks ended November 30, 2019, we
recorded a $20.5 million gain and a $13.3 million gain, respectively, related to
the change in fair value of our liability-classified Private Warrants, primarily
driven by movements in our stock price.

Gain on foreign currency transactions. The gain in foreign currency related to our international operations was nominal for the thirteen weeks ended November 28, 2020 and November 30, 2019.



  Income tax expense (benefit). Income tax expense increased $10.1 million, for
the thirteen weeks ended November 28, 2020 compared to the thirteen weeks ended
November 30, 2019. The increase in our income tax expense is primarily driven by
higher income from operations offset by other permanent differences.

  Net income. Net income was $43.0 million for the thirteen weeks ended
November 28, 2020, an increase of $34.4 million compared to the net loss of $8.5
million for the thirteen weeks ended November 30, 2019. The increase was
primarily related to increased operating income, decreased transaction costs
from the Acquisition of Quest in the first quarter of fiscal year 2020, and
favorable fair value movements in the warrant liability.

  Adjusted EBITDA. Adjusted EBITDA increased $16.9 million, or 53.2%, for the
thirteen weeks ended November 28, 2020 compared to the thirteen weeks ended
November 30, 2019, driven primarily by the Acquisition of Quest. For a
reconciliation of Adjusted EBITDA to its most directly comparable GAAP measure,
see "Reconciliation of Adjusted EBITDA" below.

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Reconciliation of Adjusted EBITDA

  Adjusted EBITDA. Adjusted EBITDA is a non-GAAP financial measure commonly used
in our industry and should not be construed as an alternative to net income as
an indicator of operating performance or as an alternative to cash flow provided
by operating activities as a measure of liquidity (each as determined in
accordance with GAAP). Simply Good Foods defines Adjusted EBITDA (earnings
before interest, tax, depreciation, and amortization) as net income before
interest income, interest expense, income tax expense, depreciation and
amortization with further adjustments to exclude the following items: business
transaction costs, fair value changes in mark to market warrant liability
measurements, stock-based compensation expense, inventory step-up, integration
costs, restructuring costs, non-core legal costs, gain or loss in fair value
change of warrant liability, and other non-core expenses. The Company believes
that the inclusion of these supplementary adjustments in presenting Adjusted
EBITDA, when used in conjunction with net income, are appropriate to provide
additional information to investors, and management of the Company uses Adjusted
EBITDA to supplement net income because it reflects more accurately operating
results of the on-going operations, enhances the overall understanding of past
financial performance and future prospects and allows for greater transparency
with respect to the key metrics the Company 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 tables below provide a reconciliation of Adjusted EBITDA to its most directly comparable GAAP measure, which is net income, for the thirteen weeks ended November 28, 2020 and November 30, 2019:


                                                             Thirteen Weeks Ended
                                                  November 28, 2020       November 30, 2019
 (In thousands)                                     (As Restated)           (As Restated)
 Net income                                      $       42,953          $            8,515
 Interest income                                             (3)                     (1,379)
 Interest expense                                         8,372                       4,969
 Income tax expense (benefit)                             8,374

(1,729)


 Depreciation and amortization                            4,513                       2,525
 EBITDA                                                  64,209                      12,901
 Business transaction costs                                   -                      26,159
 Stock-based compensation expense                         1,110                       1,673
 Inventory step-up                                            -                       2,437
 Integration of Quest                                     1,246                       1,438
 Restructuring                                            2,519                           -
 Non-core legal costs                                         -                         479

Gain in fair value change of warrant


 liability                                              (20,453)                    (13,308)
 Other (1)                                                   66                          16
 Adjusted EBITDA                                 $       48,697          $           31,795

(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 facilities. Our principal uses of
cash have been debt service, working capital and the Acquisition of Quest.

  We had $91.5 million in cash and cash equivalents as of November 28, 2020. 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.

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
provides for (i) a term facility of $200.0 million ("Term Facility") with a
seven year maturity and (ii) a revolving credit facility of up to $75.0 million
(the "Revolving Credit Facility") with a five year maturity. Substantially
concurrent with the consummation of the Acquisition of Atkins, the full $200.0
million of the Term Facility (the "Term Loan") was drawn. The interest rate per
annum is based on either (i) a base rate equaling the higher of (a) the "prime
rate", (b) the federal funds effective rate plus 0.50% and (c) the Euro-currency
rate applicable for an interest period of one month plus 1.00% plus (x) 3.00%
margin for the Term Loan or (y) 2.00% margin for the Revolving Credit Facility,
or (ii) London Interbank Offered Rate ("LIBOR") adjusted for statutory reserve
requirements, plus (x) 4.00% margin for the Term Loan subject to a floor of
1.00% or (y) 3.00% margin for the Revolving Credit Facility. As security for the
payment or performance of its debt, we have pledged certain equity interests in
its 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 an amendment (the "Incremental Facility
Amendment") to the Credit Agreement to increase the principal borrowed on the
Term Facility by $460.0 million. The Term Facility together with the incremental
borrowing make up the Initial Term Loans (as defined in the Incremental Facility
Amendment) and as of the Amendment No. 2 Effective Date (as defined in the
Incremental Facility Amendment), the Initial Term Loans bear interest at a rate
equal to, at 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. No amounts under the
Term Facility were repaid as a result of the execution of the Incremental
Facility Amendment.

  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 date 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 6.25:1.00 (with a reduction to 6.00:1.00 on and after the third
anniversary of the closing date of the Credit Agreement) contingent on credit
extensions in excess of 30% of the total amount of commitments available under
the Revolving Credit Facility. Any failure to comply with the restrictions of
the credit facilities may result in an event of default. We were in compliance
with all financial covenants as of November 28, 2020 and August 29, 2020,
respectively.

  At November 28, 2020, the outstanding balance of the Term Facility was $581.5
million. We are not required to make principal payments on the Term Facility
over the twelve months following the period ended November 28, 2020. As of
November 28, 2020, there were no amounts drawn against the Revolving Credit
Facility.

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Public Equity Offering

  On October 9, 2019, we completed an underwritten public offering of 13,379,205
shares of our common stock at a price to the public of $26.35 per share. We paid
underwriting discounts and commissions of $0.19 per share resulting in net
proceeds to us of $26.16 per share, or approximately $350.0 million (the
"Offering"). We paid $0.8 million for legal, accounting and registrations fees
related to the Offering. The net proceeds were used to pay a portion of the
purchase price and related fees and expenses for the Acquisition of Quest.

Acquisition of Quest



  On August 21, 2019, our wholly-owned subsidiary Simply Good Foods USA, Inc.,
formerly known as Atkins Nutritionals, Inc. ("Simply Good USA") entered into a
Stock and Unit Purchase Agreement (the "Purchase Agreement") with VMG Voyage
Holdings, LLC, VMG Tax-Exempt II, L.P., Voyage Employee Holdings, LLC, and other
sellers, as defined in the Purchase Agreement, to acquire Quest, a healthy
lifestyle food company. On November 7, 2019, pursuant to the Purchase Agreement,
Simply Good USA completed the Acquisition of Quest, for a cash purchase price of
approximately $1.0 billion, subject to customary post-closing adjustments.

  The Acquisition of Quest was funded through a combination of cash, equity and
debt financing. Total consideration paid on the closing date was $988.9 million.
Cash sources of funding included $195.3 million of cash on hand, net proceeds of
approximately $350.0 million from an underwritten public offering of common
stock, and $443.6 million of new term loan debt. In the third fiscal quarter of
2020, we received a post-closing release from escrow of approximately $2.1
million related to net working capital adjustments, resulting in a total net
consideration paid of $986.8 million as of November 28, 2020. For the thirteen
weeks ended November 30, 2019, we incurred business transaction costs $26.2
million.

Private Warrants to Purchase Common Stock



  As of November 28, 2020, our Private Warrants to purchase 6,700,000 shares of
common stock remain outstanding, are held by Conyers Park Sponsor, LLC, a
related party, and remain liability-classified. If all Private Warrants are
exercised at the $11.50 exercise price per warrant, our cash would increase by
$77.1 million.

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 28, 2020

November 30, 2019

Net cash provided by (used in) operating


 activities                                      $           15,197      $

(7,928)

Net cash provided by (used in) investing


 activities                                      $            5,593      $

(985,731)

Net cash (used in) provided by financing


 activities                                      $          (25,122)     $          800,071



  Operating activities. Our net cash provided by operating activities increased
$23.1 million to $15.2 million for the thirteen weeks ended November 28, 2020
compared to cash used in operating activities of $7.9 million for the thirteen
weeks ended November 30, 2019. The increase in cash provided by operating
activities in the current period compared to the prior period was primarily
driven by increased sales volumes in the current period and significant
non-recurring business transactions costs and changes in working capital related
to the Acquisition of Quest during the thirteen weeks ended November 30, 2019,
including $26.2 million in transaction costs which were not incurred in the
current period, partially offset by increased cash paid for interest on
outstanding term loan balances of $4.5 million and restructuring costs of $2.5
million.

  Investing activities. Our net cash provided by investing activities was $5.6
million for the thirteen weeks ended November 28, 2020, which was primarily
related to the $5.8 million of cash proceeds received from the SimplyProtein
Sale. The net cash used in investing activities of $985.7 million for the
thirteen weeks ended November 30, 2019 was primarily related to the cash paid
for the Acquisition of Quest, net of cash acquired, of $984.2 million.

  Financing activities. Our net cash used in financing activities was $25.1
million for the thirteen weeks ended November 28, 2020 compared to net cash
provided by financing activities of $800.1 million for the thirteen weeks ended
November 30, 2019. Net cash used in financing activities for the thirteen weeks
ended November 28, 2020 primarily consisted of a $25.0 million principal payment
on the Term Facility. For the thirteen weeks ended November 30, 2019, net cash
provided by financing activities included gross proceeds of $352.5 million from
the Offering offset by issuance costs of $3.3 million, proceeds of $460.0
million from the Term Facility borrowing related to the Incremental Facility
Amendment offset by issuance costs of $8.2 million, and a $1.0 million principal
payment on the Term Facility.

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Contractual Obligations

Our contractual obligations are related to our Credit Agreement and our finance and operating leases. There have been no material changes to our contractual obligations from our Annual Report on Form 10-K/A.

Off-Balance Sheet Arrangements



  As of November 28, 2020, we had no material off-balance sheet arrangements
that have or are reasonably likely to have a current or future material effect
on our financial condition, changes in financial condition, income or expenses,
results of operations, liquidity, capital expenditures or capital resources.

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 on Form 10-K/A. There have been no
significant changes to our critical accounting policies since August 29, 2020.
Refer to Note 3 of our unaudited interim condensed consolidated financial
statements in this Amendment for further information regarding recently issued
accounting standards.

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