The Simply Good Foods Company · NASDAQ:SMPL

The Simply Good Foods — SPAC Merger (April 2017)

39 slides from The Simply Good Foods's SPAC merger presentation, April 2017

1. Slide 1: Investor Presentation

   Investor Presentation April 2017

2. Slide 2: Disclaimer

   Disclaimer About this Presentation This presentation contemplates the purchase by Conyers Park Acquisition Corp. (the “Company”) of Atkins Nutritionals, Inc. (“Atkins”) which is contemplated to involve a series of mergers by which Atkins and the Company will become subsidiaries of The Simply Good Fo

3. Slide 3: Today’s Participants

   Today’s Participants Conyers Park Atkins Nutritionals Jim Kilts Dave West Brian Ratzan Joe Scalzo Shaun Mara Executive Chief Executive Chief Financial Chief Executive Chief Financial Chairman Officer Officer Officer Officer  Founded Centerview  Joined Centerview  Joined Centerview  Joined Atkins

4. Slide 4: Today’s Agenda

   Today’s Agenda 1. Key Messages / Introduction 2. Atkins Nutritionals Business Overview 3. Atkins Nutritionals Growth Strategy 4. Atkins Nutritionals Financial Overview 5. Atkins Nutritionals Transaction Details 3

5. Slide 5: Key Messages / Introduction

   Key Messages / Introduction Section 1

6. Slide 6: Situation Overview

   Situation Overview  Conyers Park was formed to create an attractive, scale player in the CPG space  we have found the first piece and will review it with you today  Atkins Nutritionals (“Atkins”) is a leading developer, marketer and seller of branded nutritional foods and snacking products – The

7. Slide 7: Three Reasons We Really Like the Business

   Three Reasons We Really Like the Business 1 Unique Consumer Idea  Atkins defines “low carb”, “low sugar”, “protein rich” nutrition  Loyal, growing consumer base underpins strong consistent growth  “Hidden sugars” is an emerging breakthrough concept 2 Advantaged Business Model  $600mm scale brand

8. Slide 8: Our Investment Thesis

   Our Investment Thesis  Atkins is a well positioned, growing $600mm brand (at retail, including frozen meals) – Stands for “low carb”, “low sugar”, “protein rich” nutrition for many consumers – Important to retailers due to leadership position in the nutrition and wellness aisle  Strong business pe

9. Slide 9: Transaction Consistent With Attributes Highlighted During IPO

   Transaction Consistent With Attributes Highlighted During IPO  Market and / or cost leadership positions  High margins Investment  Strong free cash flows Attributes We Like  Potential for revenue, cost structure, market share and / or distribution improvements  Platforms for future acquisition

10. Slide 10: Opportunity to Leverage Our Significant Brand Building Experience

    Opportunity to Leverage Our Significant Brand Building Experience… Over their careers, Conyers Park’s principals have helped build or revitalize some of the most recognized brands in the consumer industry 9

11. Slide 11: And Augment Atkins’ Experienced Leadership Team

    …And Augment Atkins’ Experienced Leadership Team 90+ year track record of building and revitalizing Private and public company experience across brands multiple branded consumer products, food and nutrition categories Leadership has delivered ~$50bn of value creation for shareholders  Management ha

12. Slide 12: Transaction Overview

    Transaction Overview  Enterprise value of $856mm – Compelling valuation at 11.6x CY’17E EBITDA of $74mm(1) and 11.8x CY’17E EBITDA less CapEx of $73mm (CapEx of $1mm)  Selling shareholders to be paid $628 million cash consideration and issued approximately 10mm rollover shares at $10.00 per share

13. Slide 13: Atkins Nutritionals Business Overview

    Atkins Nutritionals Business Overview Section 2

14. Slide 14: Powerful Brand With Strong Consumer Equity

    Powerful Brand With Strong Consumer Equity ~$600mm Brand Strong Brand Attributes Fiscal Year 2016 Sales(1) − 85% aided brand awareness(4) − Stands for “low carb”, “low sugar”, “protein Frozen Meals rich” nutrition $105mm − Proven track record in promoting effective 18% weight loss International $40m

15. Slide 15: Atkins is Aligned with Consumer Mega Trends

    Atkins is Aligned with Consumer Mega Trends Health Concerns Consensus Building ...Leading Consumers to Shift to Lower Continue to Grow… on Nutrition... Carbs, Carbs,Lower LowerSugar, Sugar,Higher HigherProtein Protein(3) U.S. Obesity Rate(1) Over 100 scientific studies 73% of consumers are 78mm U.S.

16. Slide 16: Atkins is a Leader in the Fast Growing Nutritional Snacking Space

    Atkins is a Leader in the Fast Growing Nutritional Snacking Space Highly Focused Snacking Portfolio Category Leader (Total Nutritional Snacking)(1) of 60 SKUs(2) % Market Share 11.7% Bars CLIF Bar 10.9% KIND 9.2% Drinks Premier Protein 6.8% Muscle Milk 4.8% Treats Special K 3.5% QuestNutrition 3.4%

17. Slide 17: Atkins is the Leader in Its Aisle

    Atkins is the Leader in Its Aisle 16

18. Slide 18: Consumer and Customer Strength Generates Track Record of Growth

    Consumer and Customer Strength Generates Track Record of Growth $443 $415 $396 $378 $333 $267 $213 $215 $201 $166 $137 2008 2009 2010 2011 2012 2013 2014 2015 2016 YTD YTD 2016(2) 2017(2) Source: Nielsen FDMx and Retail Link for years 2008 – 2011. Total U.S. Multi-Outlet IRI, excluding frozen meals,

19. Slide 19: Atkins Nutritionals Growth Strategy

    Atkins Nutritionals Growth Strategy Section 3

20. Slide 20: Atkins Brand Evolution Over Time

    Atkins Brand Evolution Over Time 1980’s – 1990’s 2000 – 2007 2008 – 2015 Today / Future Better Weight For a Low Carb Craze and Balanced Approach to Healthier Approach Healthier Heart Massive Product Weight Loss through to Eating Proliferation Healthier Snacking 19

21. Slide 21: Significant Opportunity to Expand Consumer Base

    Significant Opportunity to Expand Consumer Base as Identified By Proprietary Research Historically Targeted By Atkins Segment Approach Atkins? Buyer? Historical target: Branded Program  8mm open to low carb Currently 21mm (19%)  3mm Atkins buyers(1)  Opportunity Trying to 38% Atkins penetration t

22. Slide 22: Self Directed Healthy Eaters Can Be Huge Source of Volume

    Self Directed Healthy Eaters Can Be Huge Source of Volume Atkins Consumer Mix Purchasing Behavior  Active dieters are most loyal, profitable, and Active Atkins frequent purchasers  driving our 2007 – 2015 Dieters growth 15%  Retention of past dieters is still quite strong Self Directed 52% Health

23. Slide 23: Incremental Growth Areas That We Are Just Beginning to Tap

    …And Present a Number of Incremental Growth Areas That We Are Just Beginning to Tap 1 Improved advocacy, education and activation for the core program dieter 2 Communication to target self-directed low carb-ers  Product innovation / portfolio expansion to meet consumer demands for cleaner labels,

24. Slide 24: Improved Advocacy / Education / Activation for Core Consumers

    Improved Advocacy / Education / Activation for Core Consumers “Happy Weight” Communication Social Media Chef’d Initiative Improved Website and Mobile App 23

25. Slide 25: New Communication to Reach the Self-Directed Low Carb-ers

    New Communication to Reach the Self-Directed Low Carb-ers and Expand Base “Hidden Sugar” Communication Food Focused TV Advertising “Cleaner” Labels Before After 24

26. Slide 26: Portfolio Expansion to Attract New Users / Occasions

    Portfolio Expansion to Attract New Users / Occasions Atkins Harvest Trail SimplyProtein Super Foods Bar Launch Date: Q1 Fiscal 2016 Acquired: December 2016 Launch Date: Q2 Fiscal 2017 Brand Focus: Brand Focus: Brand Focus:  Natural / simple ingredients  Delicious “clean” protein  “Cleaner” Atkins

27. Slide 27: White Space an Opportunity for Distribution Gains

    White Space an Opportunity for Distribution Gains 2016 U.S. Snacking Gross Sales By Channel White Space Opportunities Drug E-Commerce  E-commerce opportunity significant Club 5% 2% 10%  C-store and club underpenetrated 46% Mass  Significant natural and specialty channel opportunity with SimplyPro

28. Slide 28: Scalable M&A Platform

    Scalable M&A Platform Atkins is a leader in nutritional Broader Food / RMT snacking  the brand stands for low carb, low sugar, protein rich Better-for-You Eating Snacking / Convenience Adjacent Conyers Park / Atkins team has Healthy Snacking deep expertise in brand building, merchandising and produ

29. Slide 29: Atkins Nutritionals Financial Overview

    Atkins Nutritionals Financial Overview Section 4

30. Slide 30: Summary Financials

    Summary Financials Consistent, proven growth track record Net Sales Gross Profit (and % Margin) EBITDA (and % Margin) 5% CAGR 6% CAGR 9% CAGR $428 $201 $78 $402 $188 $72 $380 $176 $366 $166 $161 46.9% $64 $353 46.7% $59 46.2% 45.7% $54 45.4% 18.2% 17.8% 16.9% 16.1% 15.4% 2014A 2015A 2016A 2017E 2018

31. Slide 31: First Half of 2017E Consistent with Overall Growth Outlook

    First Half of 2017E Consistent with Overall Growth Outlook Net Sales Gross Profit (and % Margin) EBITDA (and % Margin) 5% Year-Over-Year 7% Year-Over-Year 15% Year-Over-Year Growth Growth Growth $205 $97 $195 $90 $40 47.2% $35 46.4% 19.6% 18.0% 1st Half 1st Half 1st Half 1st Half 1st Half 1st Half 2

32. Slide 32: Highly Attractive Cash Flow Characteristics

    Highly Attractive Cash Flow Characteristics  Asset-lite business model with strong cash flow generation – Capital expenditures of $1mm projected for 2017E and 2018E – Working capital needs of 10% – 11% Capital Expenditures as % of Net Sales Working Capital(1) as % of Net Sales Minimal Annual Modest

33. Slide 33: Atkins Nutritionals Transaction Details

    Atkins Nutritionals Transaction Details Section 5

34. Slide 34: Transaction Overview

    Transaction Overview  Enterprise value of $856mm (11.6x CY’17E EBITDA of $74mm(1)) – Pro forma net debt of $150mm – Common stock private placement in the amount of 10mm shares at $10.00 per share, or $100mm in total – Selling shareholders to be paid $628mm cash consideration and issued 10mm rollove

35. Slide 35: Operating Benchmarking to Peers

    Operating Benchmarking to Peers 20.0% 15.7% Peer Set Median: 1.8% 15.0% Fiscal 2016–2018E 10.0% 7.9% Net Sales 6.1% CAGR 5.0% 3.5% 3.2% 1.9% 1.8% 1.8% 1.8% 1.6% 0.9% 0.6% (0.7%) 0.0% Amplify Hostess Atkins McCormick J&J Snack Post B&G Foods Lancaster Pinnacle Snyder's- Flowers Large Cap J. M. Foods

36. Slide 36: Valuation Benchmarking to Peers

    Valuation Benchmarking to Peers  At $10.00 per share value, Atkins is valued at a discount to the majority of its peers – A more meaningful discount is implied on the EBITDA less CapEx basis 20.0x Peer Set Median: 13.7x 16.7x 15.5x 14.9x 14.4x 14.2x 13.7x 15.0x 13.6x 11.8x 11.8x 11.7x 11.6x 11.4x 1

37. Slide 37: Appendix

    Appendix

38. Slide 38: Pro Forma Financials Reconciliation

    Pro Forma Financials Reconciliation Atkins Nutritionals: Annual Financials (August Fiscal Year End) 1st Half Financials Historicals (Filed in Historicals (Filed in Historicals Proxy Statement) Projections Proxy Statement) 2014A 2015A 2016A 2017E 2018E 2016A 2017A Adjusted Net Sales (As Defined Per F

39. Slide 39: Non-GAAP Reconciliation

    Non-GAAP Reconciliation Atkins Nutritionals: 53 / 52 Weeks Ended 26 Weeks Ended August August February February 29, 2015 27, 2016 27, 2016 25, 2017 Net Sales (As Defined Per Filed Proxy Statement) $419 $428 $220 $202 Net Sales Recall Receivable Reserve – 2 – – Adjusted Net Sales (As Defined Per File

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