Simply Good Foods Co 10-K for FY2020

Simply Good Foods Co (SMPL)

10-K 2020-10-28 For: 2020-08-29

Added on April 12, 2026

About this 10-K

Simply Good Foods Co filed this 10-K on October 28, 2020, covering the fiscal year ended August 29, 2020 (FY2020).

Fiscal year ended August 29, 2020, as reported in this filing, compared with the same period a year earlier where the filing states it.



OR
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to ______



Delaware		82-1038121
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	SMPL	Nasdaq



		Page
PART I
Item 1	Business	4
Item 1A	Risk Factors	13
Item 1B	Unresolved Staff Comments	28
Item 2	Properties	28
Item 3	Legal Proceedings	28
Item 4	Mine Safety Disclosures	28
PART II
Item 5	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	29
Item 6	Selected Financial Data	31
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	33
Item 7A	Quantitative and Qualitative Disclosures About Market Risk	46
Item 8	Financial Statements and Supplementary Data	47
Item 9	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	81
Item 9A	Controls and Procedures	81
Item 9B	Other Information	83
PART III
Item 10	Directors, Executive Officers and Corporate Governance	84
Item 11	Executive Compensation	84
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	84
Item 13	Certain Relationships and Related Transactions, and Director Independence	84
Item 14	Principal Accountant Fees and Services	84
PART IV
Item 15	Exhibits, Financial Statement Schedules	85
Item 16	Form 10-K Summary	87

SIGNATURES



(Mark One)
☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


•	low-carbohydrate, low-sugar, protein rich versus other nutritional approaches;


•	regulates manufacturing practices for foods through its current good manufacturing practices regulations;


•	specifies the standards of identity for certain foods, including many of the products we sell; and


•	prescribes the format and content of certain information required to appear on food product labels


•	failure to implement our business plan for the combined business;


•	unanticipated issues in integrating co-manufacturing, logistics, information, communications and other systems;


•	possible inconsistencies in standards, controls, procedures and policies, and compensation structures between Quest’s structure and our structure;


•	failure to retain key employees, customers and suppliers;


•	unanticipated changes in applicable laws and regulations;


•	brand awareness and loyalty among consumers;


•	ingredients;


•	taste;


•	convenience;


•	the complexities associated with integrating personnel from another company;


•	operating risks inherent in Quest’s business and our business;


•	diversion of management's attention from other business concerns;


•	increasing the scope, geographic diversity and complexity of our operations; and


•	laws and programs restricting the sale and advertising of certain of our products;


•	laws and programs aimed at reducing, restricting or eliminating ingredients present in certain of our products;


•	laws and programs aimed at discouraging the consumption of products or ingredients or altering the package or portion size of certain of our products;


•	taxation requirements, including the imposition or proposed imposition of new or increased taxes or other limitations on the sale of our products; competition laws;


•	anti-corruption laws, including the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), and the UK Bribery Act of 2010 (the “Bribery Act”);


•	economic sanctions and anti-boycott laws, including laws administered by the U.S. Department of Treasury, Office of Foreign Assets Control (“OFAC”) and the European Union (“EU”);


•	laws relating to export, re-export, transfer, tariffs and import controls, including the Export Administration Regulations, the EU Dual Use Regulation and the customs and import laws administered by the U.S. Customs and Border Protection;


•	laws regulating the price we may charge for our products; and


•	no cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates;


•	the right of our board of directors to elect a director to fill a vacancy created by the expansion of the board of directors or the resignation, death, or removal of a director in certain circumstances, which prevents stockholders from filling vacancies on our board of directors;


•	the ability of our board of directors to determine whether to issue shares of our preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer;


•	a prohibition on stockholder action by written consent, which forces stockholder action to be taken at an annual or special meeting of our stockholders;


•	a prohibition on stockholders calling a special meeting, which forces stockholder action to be taken at an annual meeting of our stockholders or at a special meeting of our stockholders called by the chairman of the board or the chief executive officer pursuant to a resolution adopted by a majority of the board of directors;


•	the requirement that a meeting of stockholders may be called only by the board of directors, which may delay the ability of our stockholders to force consideration of a proposal or to take action, including the removal of directors;


•	providing that directors may be removed prior to the expiration of their terms by stockholders only for cause and upon the affirmative vote of a majority of the voting power of all outstanding shares of the combined company; and,


•	advance notice procedures that stockholders must comply with in order to nominate candidates to our board of directors or to propose matters to be acted upon at a stockholders’ meeting, which may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of the Company.