Simply Good Foods expects FY2027 sales to fall 13%-17%
For fiscal 2027, the company expects sales and Adjusted EBITDA to decline while GAAP gross margin increases.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Form Type
8-K
Rhea-AI Filing Summary
The Simply Good Foods Company (SMPL) reported fourth-quarter and fiscal 2026 results for periods ended August 29, 2026. Fourth-quarter net sales were $333.3 million, down 9.7% from $369.0 million; net income was $30.5 million versus a net loss of $12.4 million. Adjusted EBITDA was $57.5 million, down 13.2%, and adjusted diluted EPS was $0.44 versus $0.46.
For fiscal 2026, net sales were $1,356.5 million, down 6.5%, and the company recorded a net loss of $155.9 million versus net income of $103.6 million. Before the fourth quarter, it recognized $331.0 million in non-cash impairment charges related to goodwill and the Atkins and OWYN brand intangible assets. Adjusted EBITDA was $225.9 million, down 18.8%. Operating cash flow was about $181.0 million versus $178.5 million.
For fiscal 2027, the company expects net sales to decline between 13% and 17% and Adjusted EBITDA to decline between 9% and 14%, while GAAP gross margin is expected to increase between 250 and 300 basis points. For the first quarter of fiscal 2027, it expects net sales to decline between 19% and 22% and Adjusted EBITDA to decline between 28% and 33%; GAAP gross margin is expected to increase approximately 100 basis points. The fiscal-year outlook assumes economic conditions, consumer purchasing behavior and prevailing tariff rates remain generally consistent.
1 point · 0 major1 major · 3 points
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- Moderate pointFourth-quarter net income was $30.5 million, versus a $12.4 million loss.
Negative
- Major pointFiscal 2026 included a $331.0 million non-cash impairment charge. 37% of market cap
- Moderate pointFiscal-year sales declined 6.5% to $1,356.5 million.
- Moderate pointFiscal-year Adjusted EBITDA declined 18.8% to $225.9 million.
Filing Explained
At year-end, debt exceeded cash, alongside $213,308 thousand in fiscal-year stock repurchases.
At
The company reported a net debt-to-Adjusted EBITDA ratio of 0.9x, defining the measure as credit-agreement debt less cash, divided by trailing-twelve-month Adjusted EBITDA. Fiscal 2026 financing activities included
8-K Event Classification
2 items: 2.02, 9.01
2 items
Item 2.02
Results of Operations and Financial Condition
Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Fourth-quarter net sales: $333.3 million
Fourth-quarter net income: $30.5 million
Fourth-quarter Adjusted EBITDA: $57.5 million
+5 more
8 metrics
Fourth-quarter net sales
$333.3 million
13 weeks ended August 29, 2026; $369.0 million in the comparable year-ago period
Fourth-quarter net income
$30.5 million
13 weeks ended August 29, 2026; net loss of $12.4 million in the comparable year-ago period
Fourth-quarter Adjusted EBITDA
$57.5 million
13 weeks ended August 29, 2026; $66.2 million in the comparable year-ago period
Fiscal-year net sales
$1,356.5 million
52 weeks ended August 29, 2026; $1,450.9 million in the comparable year-ago period
Fiscal-year net loss
$155.9 million
52 weeks ended August 29, 2026; net income of $103.6 million in the comparable year-ago period
Non-cash impairment charges
$331.0 million
Recognized before the fourth quarter of fiscal 2026; related to goodwill and the Atkins and OWYN brand intangible assets
Net cash provided by operating activities
$181.049 million
52 weeks ended August 29, 2026; $178.457 million in the comparable year-ago period
Fiscal 2027 expected net sales decline
Between 13% and 17%
Year-over-year outlook
Key Terms
Adjusted EBITDA, retail takeaway, non-cash impairment charges, Net Debt to Adjusted EBITDA
4 terms
Adjusted EBITDA financial
"Adjusted EBITDA of $57.5 million decreased 13.2%"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
retail takeaway financial
"Total Simply Good Foods fourth quarter retail takeaway decreased about 8%"
non-cash impairment charges financial
"$331.0 million non-cash, impairment charges related to Goodwill"
Non-cash impairment charges are accounting adjustments that reduce the recorded value of assets on a company's books when their worth has declined, even though the company has not spent any money to make this change. They matter to investors because they signal that some assets may be less valuable than previously thought, potentially indicating financial challenges or future losses for the company.
Net Debt to Adjusted EBITDA financial
"quarter-end trailing twelve-month Net Debt to Adjusted EBITDA ratio"
Net debt to adjusted EBITDA is a leverage ratio that compares a company’s net debt (total interest-bearing debt minus cash) to its recurring operating earnings after removing one-off items. Think of it like how many years of steady take-home pay the business would need to pay off its outstanding debt; investors use it to gauge debt burden, financial risk and relative creditworthiness, with lower ratios generally indicating a safer balance sheet.
Earnings Snapshot
Fourth-quarter net sales: $333.3 million · Guidance included
Fourth quarter and fiscal year ended August 29, 2026
Fourth-quarter net sales
$333.3 million
Down 9.7% from $369.0 million
Fourth-quarter net income
$30.5 million
Versus net loss of $12.4 million
Fourth-quarter Adjusted EBITDA
$57.5 million
Down 13.2% from $66.2 million
Fiscal-year net sales
$1,356.5 million
Down 6.5% from $1,450.9 million
Fiscal-year Adjusted EBITDA
$225.9 million
Down 18.8% from $278.2 million
Guidance
For fiscal 2027, net sales are expected to decline between 13% and 17%, GAAP gross margin is expected to increase between 250 and 300 basis points, and Adjusted EBITDA is expected to decline between 9% and 14%.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What were SMPL's fourth-quarter 2026 results?
Fourth-quarter net sales were $333.3 million, down 9.7% from $369.0 million a year earlier. Net income was $30.5 million, compared with a net loss of $12.4 million, while Adjusted EBITDA was $57.5 million, down 13.2%.
What is SMPL's fiscal 2027 outlook?
The company expects fiscal 2027 net sales to decline between 13% and 17% and Adjusted EBITDA to decline between 9% and 14%. GAAP gross margin is expected to increase between 250 and 300 basis points. For the first quarter, it expects net sales to decline between 19% and 22%.
What impairment charges did SMPL report for fiscal 2026?
Before the fourth quarter, the company recognized $331.0 million in non-cash impairment charges related to goodwill and the Atkins and OWYN brand intangible assets. It said the impairment was largely related to fiscal-year performance, updated future revenue projections and declines in stock price.
How much cash and term-loan debt did SMPL report at fiscal 2026 year-end?
At fiscal year-end, the company reported $138.4 million in cash and an outstanding principal balance of $350.0 million on its term loan. Its quarter-end trailing twelve-month Net Debt to Adjusted EBITDA ratio was 0.9x.
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________________________________________
FORM 8-K
_______________________________________________________
Current Report
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 27, 2026
_______________________________________________________
(Exact name of registrant as specified in its charter)
_______________________________________________________
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||||||||||||
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (303 ) 633-2840
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
On October 27, 2026, The Simply Good Foods Company, a Delaware corporation (the “Company”), reported its results for the fourth quarter and full fiscal year ended August 29, 2026. The results are discussed in detail in the press release attached hereto as Exhibit 99.1. In addition, the Company has posted an investor presentation at www.thesimplygoodfoodscompany.com.
The information in this item, including Exhibit 99.1, is being furnished, not filed. Accordingly, the information in this item will not be incorporated by reference into any registration statement unless specifically identified therein as being incorporated by reference therein.
Certain statements made herein are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by or include words such as “will”, “expect”, “intends” or other similar words, phrases or expressions. 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 achievement to differ materially from those expressed or implied by these forward-looking statements. We caution you that these forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. You should not place undue reliance on forward-looking statements. These statements reflect our current views with respect to future events, are based on assumptions and are subject to risks and uncertainties. These risks and uncertainties relate to, among other things, our ability to achieve our estimates of OWYN’s net sales and Adjusted EBITDA and our anticipated synergies from the OWYN Acquisition, our net leverage ratio post-acquisition, our Adjusted EPS post-acquisition, our ability to maintain OWYN personnel and effectively integrate OWYN, our operations being dependent on changes in consumer preferences and purchasing habits regarding our products, a global supply chain and effects of supply chain constraints and inflationary pressure on us and our contract manufacturers, our ability to continue to operate at a profit or to maintain our margins, the effect pandemics or other global disruptions on our business, financial condition and results of operations, the sufficiency of our sources of liquidity and capital, our ability to maintain current operation levels and implement our growth strategies, our ability to maintain and gain market acceptance for our products or new products, our ability to capitalize on attractive opportunities, our ability to respond to competition and changes in the economy including changes regarding inflation and increasing ingredient and packaging costs and labor challenges at our contract manufacturers and third party logistics providers, the amounts of or changes with respect to certain anticipated raw materials and other costs, difficulties and delays in achieving the synergies and cost savings in connection with acquisitions, changes in the business environment in which we operate including general financial, economic, capital market, regulatory and geopolitical conditions affecting us and the industry in which we operate, our ability to maintain adequate product inventory levels to timely supply customer orders, changes in taxes, tariffs, duties, governmental laws and regulations, the availability of or competition for other brands, assets or other opportunities for investment by us or to expand our business, competitive product and pricing activity, difficulties of managing growth profitably, the loss of one or more members of our management team, potential for increased costs and harm to our business resulting from unauthorized access of the information technology systems we use in our business, expansion of our wellness platform and other risks and uncertainties indicated in the Company’s Form 10-K, Form 10-Q, and Form 8-K reports (including all amendments to those reports) filed with the U.S. Securities and Exchange Commission from time to time. In addition, forward-looking statements provide the Company’s expectations, plans or forecasts of future events and views as of the date of this communication. Except as required by law, the Company undertakes no obligation to update such statements to reflect events or circumstances arising after such date and cautions investors not to place undue reliance on any such forward-looking statements. These forward-looking statements should not be relied upon as representing the Company’s assessments as of any date subsequent to the date of this communication.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description | |||||||
99.1 | Press Release dated October 27, 2026 | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: | October 27, 2026 | By: | /s/ Christopher J. Bealer | ||||||||
| Name: | Christopher J. Bealer | ||||||||||
| Title: | Chief Financial Officer | ||||||||||
| (Principal Financial and Accounting Officer) | |||||||||||
The Simply Good Foods Company Reports Fiscal Fourth Quarter
and Full Fiscal Year 2026 Financial Results and Provides Fiscal Year 2027 Outlook
Denver, CO, October 27, 2026 - The Simply Good Foods Company (Nasdaq: SMPL) (“Simply Good Foods,” or the “Company”), a leader in the Nutritional Snacking category, today reported financial results for the thirteen and fifty-two weeks ended August 29, 2026.
Fourth Quarter Summary:(1)
•Net sales of $333.3 million versus $369.0 million
•Net income of $30.5 million versus net loss of $12.4 million
•Earnings per diluted share of $0.34 versus loss per diluted share of $0.12
•Adjusted Diluted EPS(2) of $0.44 versus $0.46
•Adjusted EBITDA(3) $57.5 million versus $66.2 million
Fiscal Year 2027(4) Outlook:
•Net sales expected to decline between 13% and 17% year-over-year
•Gross margins (GAAP) expected to increase between 250 and 300 basis points year-over-year
•Adjusted EBITDA expected to decline between 9% and 14% year-over-year
“Fiscal 2026 was a year of decisive action. We recognized that our performance was not where it needed to be and moved quickly to reset the business. We aligned the organization around a focused set of priorities, accelerated work to improve our cost structure, strengthened our financial flexibility, and overhauled our marketing approach across Quest, Atkins, and OWYN. We delivered on the modest financial commitments we made following our second quarter reset, continued to generate significant cash flow despite lower net sales, and completed much of the foundational work necessary to improve the long-term trajectory of the business,” said Joe Scalzo, President and Chief Executive Officer.
Scalzo continued, “Fiscal 2027 will be a challenging but important year in our turnaround. While we expect significant declines in net sales and Adjusted EBITDA, we are taking the actions necessary to restore the economic foundation of the business and rebuild brand momentum. We are reinvesting a portion of our margin recovery behind our brands, with new marketing strategies designed to strengthen consumer connection and improve underlying brand health. We expect performance to improve over the course of the year as our marketing investments take hold, the volume impact of pricing eases, and year-over-year comparisons become more favorable. We believe these actions will position us to exit fiscal 2027 with stronger momentum, improved profitability, and a healthier foundation for long-term growth.”
Fourth Quarter 2026 Results(1)
Net sales of $333.3 million decreased $35.7 million, or 9.7%, versus the comparable year ago period driven by a decline for Atkins and OWYN of 14.9% and 20.6%, respectively. The Company's net sales performance was largely driven by softer retail takeaway and velocity-related distribution pressure.
Total Simply Good Foods fourth quarter retail takeaway(5) decreased about 8% driven by declines for Atkins, OWYN, and Quest of approximately 23%, 7%, and 2%, respectively.
Gross profit of $113.3 million decreased 10.5% versus the comparable year ago period, driven by volume declines, higher input costs, and restructuring costs. Gross margin was 34.0%, a decline of 30 basis points versus prior year, which was largely driven by higher input costs.
Selling and marketing expenses were $32.4 million for both the fiscal fourth quarter and comparable year ago period.
General and administrative ("G&A") expenses of $30.6 million, which contain $1.9 million in restructuring costs, decreased 24.8% versus the comparable year ago period, which includes $8.7 million of integration expenses.
Net interest expense of $4.7 million reflected a 28.7% increase versus the comparable year ago period due to a higher debt balance.
1
The effective tax rate was 25.6%.
Net income of $30.5 million compared to net loss of $12.4 million for the comparable year ago period.
Adjusted EBITDA of $57.5 million decreased 13.2% versus the comparable year ago period.
Reported earnings per diluted share was $0.34 versus reported loss per diluted share of $0.12 in the comparable year ago period.
Adjusted Diluted EPS was $0.44 versus $0.46 in the comparable year ago period.
Weighted average diluted shares outstanding of 88.5 million declined modestly versus the comparable year ago period, reflecting share repurchases.
Fiscal Year 2026 Summary:
•Net sales were $1,356.5 million versus $1,450.9 million
•Net loss of $155.9 million versus net income of $103.6 million
•Loss per diluted share of $1.69 versus earnings per diluted share of $1.02
•Adjusted Diluted EPS(2) of $1.70 versus $1.92
•Adjusted EBITDA(3) of $225.9 million versus $278.2 million
Net sales of $1,356.5 million decreased 6.5% versus the comparable year ago period, driven by declines for Atkins and OWYN of 20.9% and 9.7%, respectively, partially offset by Quest growth of 0.7%. Atkins distribution-related declines were largely as expected. OWYN's net sales decline was the result of poor velocities, including on newly expanded distribution.
Total Simply Good Foods retail takeaway decreased approximately 5% driven by declines for Atkins of approximately 22%, partially offset by Quest and OWYN growth of about 3% and 1% respectively.
Gross profit of $442.4 million decreased 15.9% versus the comparable year ago period, driven by higher input costs. Gross margin was 32.6%, a 360-basis point decline versus the comparable year ago period, driven mainly by $6.5 million of one-time OWYN integration expenses and $5.7 million of restructuring costs.
Selling and marketing expenses of $129.4 million decreased 3.6% versus the comparable year ago period driven by planned marketing declines for Atkins, which more than offset increases to support growth for Quest and OWYN.
G&A expenses of $143.9 million, which includes restructuring costs of $12.7 million, integration expenses of $4.1 million, and term loan transaction fees of $3.0 million, decreased 7.7% versus the comparable year ago period, which included $20.5 million of integration expenses and $0.7 million of term loan transaction fees.
As part of the Company's process to evaluate the carrying value of our brands, prior to the fourth quarter of fiscal year 2026 we recognized $331.0 million non-cash, impairment charges related to Goodwill, and the Atkins and OWYN brand intangible assets. The impairment is largely the result of current fiscal year performance, updated projections of future revenue, and declines in stock price.
Net interest expense of $18.5 million reflected a 10% decrease versus the comparable year ago period due to lower interest rates.
The effective tax rate was 21.3%.
Net loss of $155.9 million compared to net income of $103.6 million for the comparable year ago period.
Adjusted EBITDA of $225.9 million decreased 18.8% versus the comparable year ago period.
Reported loss per diluted share of $1.69 versus reported earnings per diluted share of $1.02 in the comparable year ago period.
Adjusted Diluted EPS was $1.70 versus $1.92 in the comparable year ago period.
Weighted average diluted shares outstanding of 92.4 million declined modestly versus the comparable year ago period, reflecting share repurchases.
2
Balance Sheet and Cash Flow
At the end of fiscal year 2026, the Company had cash of $138.4 million and an outstanding principal balance on its term loan of $350.0 million, bringing the Company's quarter-end trailing twelve-month Net Debt to Adjusted EBITDA ratio to 0.9x(6). Cash flow from operations was about $181.0 million versus $178.5 million in the comparable year ago period. Capital expenditures were approximately $24.1 million.
Fiscal Year 2027 Outlook
The Company anticipates the following in fiscal year 2027:
•Net sales expected to decline between 13% and 17% year-over-year
•Gross margins (GAAP) expected to increase between 250 and 300 basis points year-over-year
•Adjusted EBITDA expected to decline between 9% and 14% year-over-year
The Company expects net interest expense in the range of $18 to $20 million. The Company expects capital expenditures in the range of $15 to $20 million.
For the first quarter of fiscal year 2027:
•The Company expects net sales to decline between 19% and 22% year-over-year
•Gross margins (GAAP) expected to increase by approximately 100 basis points year-over-year
•Adjusted EBITDA expected to decline between 28% and 33% year-over-year
The foregoing outlook assumes current economic conditions, consumer purchasing behavior and prevailing tariff rates remain generally consistent across the Company's fiscal year.
___________________________________
(1) All comparisons refer to the fourth quarter or full fiscal year ended August 29, 2026, versus the comparable year-ago period ended August 30, 2025.
(2) Adjusted Diluted Earnings Per Share is a non-GAAP financial measure. Please refer to “Reconciliation of Adjusted Diluted Earnings Per Share” in this press release for an explanation and reconciliation of this non-GAAP financial measure.
(3) Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization ("EBITDA") is a non-GAAP financial measure. Please refer to the “Reconciliation of EBITDA and Adjusted EBITDA” in this press release for an explanation and reconciliation of this non-GAAP financial measure.
(4) The Company does not provide a forward-looking reconciliation of expected Fiscal Year 2026 Adjusted EBITDA to Net Income, the most directly comparable GAAP financial measure, because we are unable to provide such a reconciliation without unreasonable effort due to the unavailability of reliable estimates for certain components of consolidated net income and the respective reconciliations, and the inherent difficulty of predicting what the changes in these components will be throughout the fiscal year. As these items may vary greatly between periods, we are unable to address the probable significance of the unavailable information, which could significantly affect our future financial results.
(5) Combined Quest, Atkins, and OWYN Circana MULO++C-store and Company unmeasured channel estimate for the 13 and 52-weeks ending August 29, 2026, vs. the comparable 13 and 52-week year ago period.
(6) Net Debt to Adjusted EBITDA is a non-GAAP financial measure which Simply Good Foods defines as the total debt outstanding under our credit agreement with Barclays Bank PLC and other parties ("Credit Agreement"), reduced by cash and cash equivalents, and divided by the Company's trailing twelve month Adjusted EBITDA, as previously defined. The Company does not provide a forward-looking reconciliation of Net Debt to Adjusted EBITDA to Net Debt to Consolidated Net Income, the most directly comparable GAAP financial measures, expected for Fiscal Year 2026, because we are unable to provide such a reconciliation without unreasonable effort due to the unavailability of reliable estimates for certain components of consolidated net income and the respective reconciliations, and the inherent difficulty of predicting what the changes in these components will be throughout the fiscal year. As these items may vary greatly between periods, we are unable to address the probable significance of the unavailable information, which could significantly affect our future financial results.
3
Conference Call and Webcast Information
The Company will host a conference call with members of the executive management team to discuss these results today, Thursday, October 27, 2026, at 6:30 a.m. Mountain time (8:30 a.m. Eastern time). Investors interested in participating in the live call can dial 877-407-0792 from the U.S. or 201-689-8263 from International locations. A live webcast will be available via the "Investors" section of the Company's website at www.thesimplygoodfoodscompany.com. A telephone replay will be available approximately two hours after the call concludes and will remain accessible through October 30, 2025, by dialing 844-512-2921 from the U.S., or 412-317-6671 from international locations, and entering confirmation code 13755448.
About The Simply Good Foods Company
The Simply Good Foods Company (Nasdaq: SMPL), headquartered in Denver, Colorado, is a consumer-packaged food and beverage company with ambitious goals to raise the bar on what food can be with trusted brands and innovative nutritious snacking products. Within our portfolio of trusted brands (Quest™, Atkins™, and OWYN™), we offer a wide variety of nutritional snacks and beverages, including high protein chips, bars, ready-to-drink (RTD) shakes, and powders, and low sugar, low carb sweets and baked goods. We are a leader of the nutritious snacking movement, poised to expand our healthy lifestyle platform through innovation-driven organic growth and external investment opportunities. To learn more, visit www.thesimplygoodfoodscompany.com.
Investor Contact
Matt Siler
Vice President, Investor Relations and Treasury
The Simply Good Foods Company
msiler@simplygoodfoodsco.com
4
Forward-Looking Statements
Certain statements made herein are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by or include words such as “will”, “expect”, “intends” or other similar words, phrases or expressions. 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 achievement to differ materially from those expressed or implied by these forward-looking statements. We caution you that these forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. You should not place undue reliance on forward-looking statements. These statements reflect our current views with respect to future events, are based on assumptions and are subject to risks and uncertainties. These risks and uncertainties relate to, among other things, our ability to achieve our estimates of OWYN’s net sales and Adjusted EBITDA and our anticipated synergies from the OWYN Acquisition, our net leverage ratio post-acquisition, our Adjusted EPS post-acquisition, our ability to maintain OWYN personnel and effectively integrate OWYN, our operations being dependent on changes in consumer preferences and purchasing habits regarding our products, a global supply chain and effects of supply chain constraints and inflationary pressure on us and our contract manufacturers, our ability to continue to operate at a profit or to maintain our margins, the effect of pandemics or other global disruptions on our business, financial condition and results of operations, the sufficiency of our sources of liquidity and capital, our ability to maintain current operation levels and implement our growth strategies, our ability to maintain and gain market acceptance for our products or new products, our ability to capitalize on attractive opportunities, our ability to respond to competition and changes in the economy including changes regarding inflation and increasing ingredient and packaging costs and labor challenges at our contract manufacturers and third party logistics providers, the amounts of or changes with respect to certain anticipated raw materials and other costs, difficulties and delays in achieving the synergies and cost savings in connection with acquisitions, changes in the business environment in which we operate including general financial, economic, capital market, regulatory and geopolitical conditions affecting us and the industry in which we operate, our ability to maintain adequate product inventory levels to timely supply customer orders, changes in taxes, tariffs, duties, governmental laws and regulations, the availability of or competition for other brands, assets or other opportunities for investment by us or to expand our business, competitive product and pricing activity, difficulties of managing growth profitably, the loss of one or more members of our management team, potential for increased costs and harm to our business resulting from unauthorized access of the information technology systems we use in our business, expansion of our wellness platform and other risks and uncertainties indicated in the Company’s Form 10-K, Form 10-Q, and Form 8-K reports (including all amendments to those reports) filed with the U.S. Securities and Exchange Commission from time to time. In addition, forward-looking statements provide the Company’s expectations, plans or forecasts of future events and views as of the date of this communication. Except as required by law, the Company undertakes no obligation to update such statements to reflect events or circumstances arising after such date and cautions investors not to place undue reliance on any such forward-looking statements. These forward-looking statements should not be relied upon as representing the Company’s assessments as of any date subsequent to the date of this communication.
5
The Simply Good Foods Company and Subsidiaries
Consolidated Balance Sheets
(Unaudited, dollars in thousands, except share and per share data)
| August 29, 2026 | August 30, 2025 | |||||||||||||
| Assets | ||||||||||||||
| Current assets: | ||||||||||||||
| Cash | $ | 138,425 | $ | 98,468 | ||||||||||
| Accounts receivable, net | 137,036 | 164,978 | ||||||||||||
| Inventories, net | 132,458 | 167,217 | ||||||||||||
| Prepaid expenses | 7,522 | 7,209 | ||||||||||||
| Other current assets | 18,099 | 15,812 | ||||||||||||
| Total current assets | 433,540 | 453,684 | ||||||||||||
| Long-term assets: | ||||||||||||||
| Property and equipment, net | 52,614 | 39,738 | ||||||||||||
| Intangible assets, net | 953,004 | 1,261,603 | ||||||||||||
| Goodwill | 551,974 | 589,974 | ||||||||||||
| Other long-term assets | 45,612 | 51,046 | ||||||||||||
| Total assets | $ | 2,036,744 | $ | 2,396,045 | ||||||||||
Liabilities and stockholders’ equity | ||||||||||||||
| Current liabilities: | ||||||||||||||
| Accounts payable | $ | 45,071 | $ | 78,298 | ||||||||||
| Accrued interest | — | 44 | ||||||||||||
| Accrued expenses and other current liabilities | 32,702 | 46,219 | ||||||||||||
| Total current liabilities | 77,773 | 124,561 | ||||||||||||
| Long-term liabilities: | ||||||||||||||
| Long-term debt, less current maturities | 347,219 | 249,066 | ||||||||||||
| Deferred income taxes | 116,788 | 166,091 | ||||||||||||
| Other long-term liabilities | 42,556 | 49,494 | ||||||||||||
| Total liabilities | 584,336 | 589,212 | ||||||||||||
| See commitments and contingencies (Note 11) | ||||||||||||||
Stockholders’ equity: | ||||||||||||||
| Preferred stock, $0.01 par value, 100,000,000 shares authorized, none issued | — | — | ||||||||||||
| Common stock, $0.01 par value, 600,000,000 shares authorized, 104,073,452 and 103,688,071 issued at August 29, 2026 and August 30, 2025, respectively | 1,041 | 1,037 | ||||||||||||
| Treasury stock, 15,619,805 shares and 3,957,571 shares at cost at August 29, 2026 and August 30, 2025, respectively | (344,775) | (129,337) | ||||||||||||
| Additional paid-in-capital | 1,362,717 | 1,346,687 | ||||||||||||
| Retained earnings | 434,976 | 590,879 | ||||||||||||
| Accumulated other comprehensive loss | (1,551) | (2,433) | ||||||||||||
Total stockholders’ equity | 1,452,408 | 1,806,833 | ||||||||||||
Total liabilities and stockholders’ equity | $ | 2,036,744 | $ | 2,396,045 | ||||||||||
6
The Simply Good Foods Company and Subsidiaries
Consolidated Statements of Income and Comprehensive Income (Loss)
(Unaudited, dollars in thousands, except share and per share data)
| 13-Weeks Ended | 13-Weeks Ended | 52-Weeks Ended | 52-Weeks Ended | |||||||||||||||||||||||
| August 29, 2026 | August 30, 2025 | August 29, 2026 | August 30, 2025 | |||||||||||||||||||||||
| Net sales | $ | 333,305 | $ | 369,041 | $ | 1,356,499 | $ | 1,450,920 | ||||||||||||||||||
| Cost of goods sold | 219,974 | 242,436 | 914,136 | 925,173 | ||||||||||||||||||||||
| Gross profit | 113,331 | 126,605 | 442,363 | 525,747 | ||||||||||||||||||||||
| Operating expenses: | ||||||||||||||||||||||||||
| Selling and marketing | 32,429 | 32,411 | 129,446 | 134,282 | ||||||||||||||||||||||
| General and administrative | 30,567 | 40,624 | 143,901 | 155,930 | ||||||||||||||||||||||
| Depreciation and amortization | 4,452 | 4,421 | 17,731 | 16,900 | ||||||||||||||||||||||
| Business transaction costs | — | — | — | 820 | ||||||||||||||||||||||
| Loss on impairment | — | 60,928 | 331,000 | 60,928 | ||||||||||||||||||||||
| Total operating expenses | 67,448 | 138,384 | 622,078 | 368,860 | ||||||||||||||||||||||
| (Loss) income from operations | 45,883 | (11,779) | (179,715) | 156,887 | ||||||||||||||||||||||
| Other income (expense): | ||||||||||||||||||||||||||
| Interest income | 872 | 513 | 2,940 | 2,663 | ||||||||||||||||||||||
| Interest expense | (5,552) | (4,150) | (21,447) | (23,249) | ||||||||||||||||||||||
| (Loss) gain on foreign currency transactions | (199) | (79) | (65) | (421) | ||||||||||||||||||||||
| Other income | 13 | 3 | 164 | 23 | ||||||||||||||||||||||
| Total other income (expense) | (4,866) | (3,713) | (18,408) | (20,984) | ||||||||||||||||||||||
| (Loss) income before income taxes | 41,017 | (15,492) | (198,123) | 135,903 | ||||||||||||||||||||||
| Income tax (benefit) expense | 10,519 | (3,135) | (42,220) | 32,289 | ||||||||||||||||||||||
| Net (loss) income | $ | 30,498 | $ | (12,357) | $ | (155,903) | $ | 103,614 | ||||||||||||||||||
| Other comprehensive (loss) income: | ||||||||||||||||||||||||||
| Foreign currency translation, net of reclassification adjustments | (64) | 110 | 882 | (394) | ||||||||||||||||||||||
| Comprehensive (loss) income | $ | 30,434 | $ | (12,247) | $ | (155,021) | $ | 103,220 | ||||||||||||||||||
| (Loss) earnings per share | ||||||||||||||||||||||||||
| Basic | $ | 0.34 | $ | (0.12) | $ | (1.69) | $ | 1.03 | ||||||||||||||||||
| Diluted | $ | 0.34 | $ | (0.12) | $ | (1.69) | $ | 1.02 | ||||||||||||||||||
| Weighted average shares outstanding: | ||||||||||||||||||||||||||
| Basic | 88,456,490 | 100,419,463 | 92,372,473 | 100,695,181 | ||||||||||||||||||||||
| Diluted | 88,547,937 | 100,997,903 | 92,372,473 | 101,510,772 | ||||||||||||||||||||||
7
The Simply Good Foods Company and Subsidiaries
Consolidated Statements of Cash Flows
(Unaudited, dollars in thousands)
| 52-Weeks Ended | 52-Weeks Ended | |||||||||||||
| August 29, 2026 | August 30, 2025 | |||||||||||||
Operating activities | ||||||||||||||
Net (loss) income | $ | (155,903) | $ | 103,614 | ||||||||||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||||||||
| Depreciation and amortization | 24,255 | 21,431 | ||||||||||||
| Amortization of deferred financing costs and debt discount | 672 | 1,479 | ||||||||||||
| Stock compensation expense | 17,280 | 15,273 | ||||||||||||
| Loss on impairment | 331,000 | 60,928 | ||||||||||||
| Estimated credit losses (recoveries) | 355 | 241 | ||||||||||||
| Unrealized loss (gain) on foreign currency transactions | 65 | 421 | ||||||||||||
| Deferred income taxes | (49,452) | 3 | ||||||||||||
| Amortization of operating lease right-of-use asset | 6,068 | 6,863 | ||||||||||||
| Other | 1,418 | 1,133 | ||||||||||||
Changes in operating assets and liabilities: | ||||||||||||||
| Accounts receivable, net | 28,322 | (14,682) | ||||||||||||
| Inventories, net | 35,852 | (25,848) | ||||||||||||
| Prepaid expenses | (304) | (1,507) | ||||||||||||
| Other current assets | (2,558) | (6,894) | ||||||||||||
| Accounts payable | (33,163) | 18,535 | ||||||||||||
| Accrued interest | (44) | (221) | ||||||||||||
| Accrued expenses and other current liabilities | (17,214) | (3,591) | ||||||||||||
| Other assets and liabilities | (5,600) | 1,279 | ||||||||||||
Net cash provided by operating activities | 181,049 | 178,457 | ||||||||||||
Investing activities | ||||||||||||||
Purchases of property and equipment | (24,102) | (20,542) | ||||||||||||
Acquisition of business, net of cash acquired | — | 1,713 | ||||||||||||
Investments in intangible assets and other assets | — | (2,103) | ||||||||||||
Net cash used in investing activities | (24,102) | (20,932) | ||||||||||||
| Financing activities | ||||||||||||||
| Proceeds from option exercises | 1,056 | 12,917 | ||||||||||||
| Tax payments related to issuance of restricted stock units | (2,302) | (3,236) | ||||||||||||
| Repurchase of common stock | (213,308) | (50,886) | ||||||||||||
| Principal payments of long-term debt | (50,000) | (150,000) | ||||||||||||
| Proceeds from issuance of long-term debt | 150,000 | — | ||||||||||||
| Deferred financing costs | (2,632) | — | ||||||||||||
| Net cash (used in) provided by financing activities | (117,186) | (191,205) | ||||||||||||
Net increase (decrease) in cash | 39,761 | (33,680) | ||||||||||||
Effect of exchange rate on cash | 196 | (382) | ||||||||||||
Cash at beginning of period | 98,468 | 132,530 | ||||||||||||
Cash at end of period | $ | 138,425 | $ | 98,468 | ||||||||||
8
Net Sales by Geographic Area and Brands
The following is a summary of revenue disaggregated by geographic area and brand:
| 13-Weeks Ended | 13-Weeks Ended | 52-Weeks Ended | 52-Weeks Ended | ||||||||||||||||||||
| (In thousands) | August 29, 2026 | August 30, 2025 | August 29, 2026 | August 30, 2025 | |||||||||||||||||||
North America (1) | |||||||||||||||||||||||
| Atkins | $ | 78,038 | $ | 91,682 | $ | 332,674 | $ | 420,787 | |||||||||||||||
| Quest | 217,662 | 233,169 | 869,707 | 863,614 | |||||||||||||||||||
| OWYN | 29,694 | 37,409 | 123,785 | 137,020 | |||||||||||||||||||
| Total North America | 325,394 | 362,260 | 1,326,166 | 1,421,421 | |||||||||||||||||||
International (1) | 7,911 | 6,781 | 30,333 | 29,499 | |||||||||||||||||||
| Total | $ | 333,305 | $ | 369,041 | $ | 1,356,499 | $ | 1,450,920 | |||||||||||||||
(1) The North America geographic area consists of net sales substantially related to the United States and there is no individual foreign country to which more than 10% of the Company’s net sales are attributed or that is otherwise deemed individually material. | |||||||||||||||||||||||
9
Reconciliation of EBITDA and Adjusted EBITDA
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: loss on impairment, stock-based compensation expense, business transaction costs, purchase price accounting inventory step-up, integration expense, term loan transaction fees, restructuring and other costs, 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 their most directly comparable GAAP measure, which is net income, for the thirteen and fifty-two weeks ended August 29, 2026, and thirteen and fifty-two weeks ended August 30, 2025:
| (In thousands) | 13-Weeks Ended | 13-Weeks Ended | 52-Weeks Ended | 52-Weeks Ended | ||||||||||||||||||||||
| August 29, 2026 | August 30, 2025 | August 29, 2026 | August 30, 2025 | |||||||||||||||||||||||
| Net (loss) income | $ | 30,498 | $ | (12,357) | $ | (155,903) | $ | 103,614 | ||||||||||||||||||
| Interest income | (872) | (513) | (2,940) | (2,663) | ||||||||||||||||||||||
| Interest expense | 5,552 | 4,150 | 21,447 | 23,249 | ||||||||||||||||||||||
| Income tax (benefit) expense | 10,519 | (3,135) | (42,220) | 32,289 | ||||||||||||||||||||||
| Depreciation and amortization | 6,159 | 5,951 | 24,255 | 21,431 | ||||||||||||||||||||||
| EBITDA | 51,856 | (5,904) | (155,361) | 177,920 | ||||||||||||||||||||||
| Loss on impairment | — | 60,928 | 331,000 | 60,928 | ||||||||||||||||||||||
| Stock-based compensation expense | 4,094 | 2,454 | 17,280 | 15,273 | ||||||||||||||||||||||
| Business transaction costs | — | — | — | 820 | ||||||||||||||||||||||
| Inventory step-up | — | — | — | 1,412 | ||||||||||||||||||||||
Integration expense (1) | — | 8,744 | 10,621 | 20,856 | ||||||||||||||||||||||
| Term loan transaction fees | — | — | 3,030 | 715 | ||||||||||||||||||||||
| Restructuring and other costs | 1,419 | — | 19,492 | — | ||||||||||||||||||||||
Other (2) | 125 | 17 | (193) | 238 | ||||||||||||||||||||||
| Adjusted EBITDA | $ | 57,494 | $ | 66,239 | $ | 225,869 | $ | 278,162 | ||||||||||||||||||
(1) Includes one-time effects from actions taken to mitigate OWYN product quality issues. | ||||||||||||||||||||||||||
(2) Other items consist principally of exchange impact of foreign currency transactions and other expenses. | ||||||||||||||||||||||||||
10
Reconciliation of Adjusted Diluted Earnings Per Share
Adjusted Diluted Earnings per Share. Adjusted Diluted Earnings per Share is a non-GAAP financial measure commonly used in our industry and should not be construed as an alternative to diluted earnings per share as an indicator of operating performance. Simply Good Foods defines Adjusted Diluted Earnings Per Share as diluted earnings per share before depreciation and amortization, loss on impairment, stock-based compensation expense, business transaction costs, purchase price accounting inventory step-up, integration expense, term loan transaction fees, restructuring and other costs, and other non-core expenses, on a theoretical tax effected basis of such adjustments. The tax effect of such adjustments to Adjusted Diluted Earnings Per Share is calculated by applying an overall assumed statutory tax rate to each gross adjustment as shown in the reconciliation to Adjusted EBITDA, as previously defined. The assumed statutory tax rate reflects a normalized effective tax rate estimated based on assumptions regarding the Company's statutory and effective tax rate for each respective reporting period, including the current and deferred tax effects of each adjustment, and is adjusted for the effects of tax reform, if any. The Company consistently applies the overall assumed statutory tax rate to periods throughout each fiscal year and reassesses the overall assumed statutory rate on annual basis. The Company believes that the inclusion of these supplementary adjustments in presenting Adjusted Diluted Earnings per Share, when used in conjunction with diluted earnings per share, are appropriate to provide additional information to investors, 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 Diluted Earnings per Share is frequently used by securities analysts, investors and other interested parties in the evaluation of companies in its industry. Adjusted Diluted Earnings per Share 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 Diluted Earnings Per Share to its most directly comparable GAAP measure, which is diluted earnings per share, for the thirteen and fifty-two weeks ended August 29, 2026, and the thirteen and fifty-two weeks ended August 30, 2025:
| 13-Weeks Ended | 13-Weeks Ended | 52-Weeks Ended | 52-Weeks Ended | |||||||||||||||||||||||
| August 29, 2026 | August 30, 2025 | August 29, 2026 | August 30, 2025 | |||||||||||||||||||||||
| Diluted (loss) earnings per share | $ | 0.34 | $ | (0.12) | $ | (1.69) | $ | 1.02 | ||||||||||||||||||
| Depreciation and amortization | 0.07 | 0.06 | 0.26 | 0.21 | ||||||||||||||||||||||
| Loss on impairment | — | 0.60 | 3.58 | 0.60 | ||||||||||||||||||||||
| Stock-based compensation expense | 0.05 | 0.02 | 0.19 | 0.15 | ||||||||||||||||||||||
| Business transaction costs | — | — | — | 0.01 | ||||||||||||||||||||||
| Inventory step-up | — | — | — | 0.01 | ||||||||||||||||||||||
| Integration expense | — | 0.09 | 0.11 | 0.21 | ||||||||||||||||||||||
| Term loan transaction fees | — | — | 0.03 | 0.01 | ||||||||||||||||||||||
| Restructuring and other costs | 0.02 | — | 0.21 | — | ||||||||||||||||||||||
Tax effects of adjustments (1) | (0.03) | (0.19) | (0.99) | (0.30) | ||||||||||||||||||||||
Rounding (2) | (0.01) | — | — | — | ||||||||||||||||||||||
| Adjusted diluted earnings per share | $ | 0.44 | $ | 0.46 | $ | 1.70 | $ | 1.92 | ||||||||||||||||||
(1) This line item reflects the aggregate tax effect of all non-tax adjustments reflected in the preceding line items of the table. The tax effect of each adjustment is computed (i) by dividing the gross amount of the adjustment, as shown in the Adjusted EBITDA reconciliation, by the number of diluted weighted average shares outstanding for the applicable fiscal period and (ii) applying an overall assumed statutory tax rate of 25% for the thirteen and fifty-two weeks ended August 29, 2026, as well as the thirteen and fifty-two weeks ended August 30, 2025. | ||||||||||||||||||||||||||
(2) Adjusted Diluted Earnings Per Share amounts are computed independently for each quarter. Therefore, the sum of the quarterly Adjusted Diluted Earnings Per Share amounts may not equal the year to date Adjusted Diluted Earnings Per Share amounts due to rounding. | ||||||||||||||||||||||||||
11
Reconciliation of Net Debt to Adjusted EBITDA
Net Debt to Adjusted EBITDA. Net Debt to Adjusted EBITDA is a non-GAAP financial measure which Simply Good Foods defines as the total debt outstanding under our credit agreement with Barclays Bank PLC and other parties (“Credit Agreement”), reduced by cash and cash equivalents, and divided by the trailing twelve months of Adjusted EBITDA, as previously defined.
The following unaudited table below provides a reconciliation of Net Debt to Adjusted EBITDA as of August 29, 2026:
| (In thousands) | August 29, 2026 | |||||||
| Net Debt: | ||||||||
| Total debt outstanding under the Credit Agreement | $ | 350,000 | ||||||
| Less: cash and cash equivalents | (138,425) | |||||||
| Net Debt as of August 29, 2026 | $ | 211,575 | ||||||
| Adjusted EBITDA | $ | 225,869 | ||||||
| Net Debt to Adjusted EBITDA | 0.9 | x | ||||||
12