Table of Contents
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 10-Q
 
 
 
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended September 30, 2023
or
 
☐
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from
    
    
    
    
to
    
    
    
    
Commission File
Number 001-41025
 
 
THE REAL GOOD FOOD COMPANY, INC.
(Exact Name of Registrant as Specified in its Charter)
 
 
 
Delaware
  
87-1280343
(State or Other Jurisdiction of
Incorporation or Organization)
  
(I.R.S. Employer
Identification Number)
3 Executive Campus, Suite 155
Cherry Hill, NJ 08002
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (856)
644-5624
 
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
  
Trading
Symbol(s)
  
Name of each exchange
on which registered
Class A Common Stock, $0.0001
par value per share
  
RGF
  
Nasdaq Global Market
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90d days.    Yes  ☒    No  ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of
Regulation S-T
(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files.)    Yes  ☒    No  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer,
a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in
Rule 12b-2 of
the Exchange Act.
 
Large accelerated filer   ☐    Accelerated filer   ☐
Non-accelerated
filer		   ☒    Smaller reporting company   ☒
     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.  ☒
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2
of the Exchange Act).    Yes  ☐    No  ☒
As of November 9, 2023, there were 19,507,736 shares of the registrant’s Class A common stock, par value $0.0001 per share, and 14,176,468 shares of the registrant’s Class B common stock, par value $0.0001 per share, outstanding.
 
 
 

Table of Contents

THE REAL GOOD FOOD COMPANY, INC.

TABLE OF CONTENTS

 

         Page  

PART I—FINANCIAL INFORMATION

   

Item 1.

  

Financial Statements (unaudited)

   
 

Consolidated Balance Sheets

      3  
 

Consolidated Statements of Operations

      4  
 

Consolidated Statements of Stockholders’ Equity/Deficit

      5  
 

Consolidated Statements of Cash Flows

      6  
 

Notes to Consolidated Financial Statements

      7  

Item 2.

  

Management’s Discussion and Analysis of Financial Condition and Results of Operations

      21  

Item 3.

  

Quantitative and Qualitative Disclosures About Market Risk

      28  

Item 4.

  

Controls and Procedures

      29  

PART II—OTHER INFORMATION

     29  

Item 1.

  

Legal Proceedings

      29  

Item 1A.

  

Risk Factors

      29  

Item 2.

  

Unregistered Sales of Equity Securities and Use of Proceeds

      29  

Item 3.

  

Defaults Upon Senior Securities

      29  

Item 4.

  

Mine Safety Disclosures

      29  

Item 5.

  

Other Information

      30  

Item 6.

  

Exhibits

      30  

SIGNATURES

     31  

Table of Contents
http://fasb.org/us-gaap/2023#PropertyPlantAndEquipmentNethttp://fasb.org/us-gaap/2023#PropertyPlantAndEquipmentNet
THE REAL GOOD FOOD COMPANY, INC.
Unaudited Consolidated Balance Sheets
(In thousands, except share data)
 
    
As of
  
    
September 30,
    
December 31,
  
    
2023
    
2022
  
ASSETS
                 
Current assets:
                 
Cash
    $ 78     $ 5,279  
Accounts receivable, net
      29,829       20,316  
Inventories
      58,133       39,479  
Other current assets
      2,574       1,026  
    
 
 
    
 
 
  
Total current assets
      90,614       66,100  
Property and equipment, net
      35,285       38,497  
Operating lease
right-of-use
assets
      9,800       10,881  
Deferred loan cost
      720       970  
Goodwill
      12,486       12,486  
Restricted Cash
      1,935       2,318  
Other noncurrent assets
      872       187  
    
 
 
    
 
 
  
Total assets
    $ 151,712     $ 131,439  
    
 
 
    
 
 
  
LIABILITIES AND STOCKHOLDERS’ EQUITY
                 
Current liabilities:
                 
Accounts payable
    $ 45,972     $ 23,424  
Operating lease liabilities
      1,606       1,455  
Finance lease liabilities
      3,354       3,310  
Business acquisition liabilities, current portion
      —         946  
Accrued and other current liabilities
      5,356       3,719  
Note Payable- Officer
      750       —    
Current portion of long-term debt
      1,203       370  
    
 
 
    
 
 
  
Total current liabilities
      58,241       33,224  
    
 
 
    
 
 
  
Revolving line of credit/capex line
      79,390       59,481  
Long-term operating lease liabilities
      8,822       10,030  
Long-term finance lease liabilities
      21,561       24,099  
Term loan
      20,000       10,000  
Equipment loan
      6,922       —    
Long-term Business acquisition liabilities
      —         2,405  
Other long term liabilities
      492       302  
    
 
 
    
 
 
  
Total Liabilities
      195,428       139,541  
Commitments and contingencies (Note 11)
             
Stockholders’ Equity/(Deficit):
                 
Preferred stock, $0.0001 par value—10,000,000 shares authorized; no shares issued and outstanding as of
September
 
30, 2023 and December 31, 2022
      —         —    
Class A common stock, $0.0001 par value—100,000,000 shares authorized; 11,454,164 and 6,424,840 shares issued and outstanding as of
September
 30, 2023 and December 31, 2022, respectively
      1       1  
Class B common stock, $0.0001 par value—25,000,000 shares authorized; and 14,426,468 and 19,377,681 shares
      2       2  
issued and outstanding as of
September
 30, 2023 and December 31, 2022, respectively
                 
Additional
paid-in
capital
      62,030       56,273  
Accumulated deficit
      (33,428 )      (21,126 ) 
    
 
 
    
 
 
  
Total stockholders’ equity attributable to The Real Good Food Company, Inc.
      28,605       35,150  
Non-controlling
interest
      (72,321 )      (43,252 ) 
    
 
 
    
 
 
  
Total stockholders’ deficit
      (43,716 )      (8,102 ) 
    
 
 
    
 
 
  
Total liabilities and stockholders’ equity
    $ 151,712     $ 131,439  
    
 
 
    
 
 
  
See accompanying notes to the Consolidated Financial Statements
 
3
THE REAL GOOD FOOD COMPANY, INC.
Unaudited Consolidated Statements of Operations
(In thousands, except share and per share data)
 
    
THREE MONTHS ENDED
    
NINE MONTHS ENDED
  
    
SEPTEMBER 30,
    
SEPTEMBER 30,
  
    
2023
    
2022
    
2023
    
2022
  
Net sales
    $ 55,565     $ 37,550     $ 120,726     $ 105,935  
Cost of sales
      43,977       35,782       99,338       97,569  
  
 
 
    
 
 
    
 
 
    
 
 
  
Gross profit
      11,588       1,768       21,388       8,366  
  
 
 
    
 
 
    
 
 
    
 
 
  
Operating expenses:
         
Selling and distribution
      8,022       4,615       18,116       14,851  
Marketing
      2,308       1,659       5,451       4,617  
Administrative
      10,122       6,142       28,065       18,009  
  
 
 
    
 
 
    
 
 
    
 
 
  
Total operating expenses
      20,452       12,416       51,632       37,477  
  
 
 
    
 
 
    
 
 
    
 
 
  
Loss from operations
      (8,864 )      (10,648 )      (30,244 )      (29,111 ) 
Interest expense
      4,257       2,469       11,488       4,650  
Other income
      —         —         (348 )      —    
  
 
 
    
 
 
    
 
 
    
 
 
  
Loss before income taxes
      (13,121 )      (13,117 )      (41,384 )      (33,761 ) 
Income tax expense
      —         —         —         —    
  
 
 
    
 
 
    
 
 
    
 
 
  
Net Loss
    $ (13,121 )    $ (13,117 )    $ (41,384 )    $ (33,761 ) 
Less: net loss attributable to
non-controlling
interest
      (8,685 )      (9,969 )      (29,082 )      (25,659 ) 
  
 
 
    
 
 
    
 
 
    
 
 
  
Net loss attributable to The Real Good Food Company, Inc.
    $ (4,436 )    $ (3,148 )    $ (12,302 )    $ (8,102 ) 
  
 
 
    
 
 
    
 
 
    
 
 
  
Net loss per common share/unit (basic and diluted)
    $ (0.50 )    $ (0.51 )    $ (1.60 )    $ (1.31 ) 
Weighted-average common shares outstanding (basic and diluted)
      8,880,552       6,180,592       7,689,930       6,174,454  
See accompanying notes to the Consolidated Financial Statements
 
4
THE REAL GOOD FOOD COMPANY,
INC
.
Unaudited Consolidated Statements of Stockholders’ Equity/(Deficit)
(In thousands except for share data)
 
 
  
Class A Common Stock
 
  
Class B Common Stock
 
  
Additional Paid-

in Capital
 
  
Accumulated
Deficit
 
 
Non-Controlling

Interest
 
 
Total Equity
(Deficit)
 
 
  
Shares
 
  
Amount
 
  
Shares
 
 
Amount
 
Balance, December 31, 2021
   
 
6,169,885
 
   
$
1
 
      19,577,681     $ 2     
$
49,693
 
   
$
(10,143
) 
  
$
(8,568
) 
  
$
30,985
 
Net loss
   
 
—  
 
      —       
 
—  
 
  
 
—  
 
   
 
—  
 
   
 
(2,294
) 
  
 
(7,240
) 
  
 
(9,534
) 
Equity-based compensation
      —          —          —         —       
 
1,699
 
   
 
—  
 
  
 
—  
 
  
 
1,699
 
    
 
 
     
 
 
     
 
 
    
 
 
     
 
 
     
 
 
    
 
 
    
 
 
  
Balance, March 31, 2022
   
 
6,169,885
 
   
$
1
 
   
 
19,577,681
 
  
$
2
 
   
$
51,392
 
   
$
(12,437
) 
  
$
(15,808
) 
  
$
23,150
 
Net loss
   
 
—  
 
      —       
 
—  
 
  
 
—  
 
   
 
—  
 
   
 
(2,661
) 
     (8,449 )   
 
(11,110
) 
Equity-based compensation
   
 
—  
 
      —       
 
—  
 
  
 
—  
 
   
 
1,733
 
   
 
—  
 
  
 
—  
 
  
 
1,733
 
    
 
 
     
 
 
     
 
 
    
 
 
     
 
 
     
 
 
    
 
 
    
 
 
  
Balance, June 30, 2022
   
 
6,169,885
 
   
$
1
 
   
 
19,577,681
 
  
$
2
 
   
$
53,125
 
   
$
(15,098
) 
  
$
(24,257
) 
  
$
13,773
 
Net loss
   
 
—  
 
      —       
 
—  
 
  
 
—  
 
   
 
—  
 
   
 
(3,148
) 
  
 
(10,006
) 
  
 
(13,154
) 
Conversion of Class B units
   
 
25,000
 
      —     
 
(25,000
)
 
     —        —        —       —       —  
Equity-based compensation
   
 
5,000
 
      —       
 
—  
 
  
 
—  
 
   
 
1,786
 
   
 
—  
 
  
 
—  
 
  
 
1,786
 
    
 
 
     
 
 
     
 
 
    
 
 
     
 
 
     
 
 
    
 
 
    
 
 
  
Balance, September 30, 2022
   
 
6,199,885
 
   
$
1
 
   
 
19,552,681
 
  
$
2
 
   
$
54,911
 
   
$
(18,246
) 
  
$
(34,263
) 
  
$
2,405
 
    
 
 
     
 
 
     
 
 
    
 
 
     
 
 
     
 
 
    
 
 
    
 
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  
Class A Common Stock
 
  
Class B Common Stock
 
  
Additional Paid-

in Capital
 
  
Accumulated
Deficit
 
 
Non-Controlling

Interest
 
 
Total Equity
(Deficit)
 
 
  
Shares
 
  
Amount
 
  
Shares
 
 
Amount
 
Balance, December 31, 2022
      6,424,840     
$
1
 
      19,377,681     $ 2     
$
56,273
 
   
$
(21,126
) 
  
$
(43,252
) 
  
$
(8,102
) 
Net loss
      —          —          —         —          —          (3,693 )      (9,984 )   
 
(13,677
) 
Conversion of Class B units
      700,000        —          (700,000 )      —          —          —         —      
 
—  
 
Equity-based compensation 1
      63,111        —          —       —          1,776        —         —      
 
1,776
 
    
 
 
     
 
 
     
 
 
    
 
 
     
 
 
     
 
 
    
 
 
    
 
 
  
Balance, March 31, 2023
   
 
7,187,951
 
   
$
1
 
   
 
18,677,681
 
  
$
2
 
   
$
58,049
 
   
$
(24,819
) 
  
$
(53,236
) 
  
$
(20,003
) 
Net loss
      —          —          —         —          —          (4,173 )      (10,400 )   
 
(14,573
) 
Conversion of Class B units
      900        —          (900 )      —          —          —         —      
 
—  
 
Equity-based compensation
      15,000        —          —         —          1,994        —         —      
 
1,994
 
    
 
 
     
 
 
     
 
 
    
 
 
     
 
 
     
 
 
    
 
 
    
 
 
  
Balance, June 30, 2023
   
 
7,203,851
 
   
$
1
 
   
 
18,676,781
 
  
$
2
 
   
$
60,043
 
   
$
(28,992
) 
  
$
(63,636
) 
  
$
(32,582
) 
Net loss
      —          —          —         —          —          (4,436 )      (8,685 )   
 
(13,121
) 
Conversion of Class B units
      4,250,313        —          (4,250,313 )      —          —        —         —      
 
—  
 
Equity-based compensation
      —          —          —         —          1,987        —         —         1,987  
    
 
 
     
 
 
     
 
 
    
 
 
     
 
 
     
 
 
    
 
 
    
 
 
  
Balance, September 30, 2023
   
 
11,454,164
 
   
$
1
 
   
 
14,426,468
 
  
$
2
 
   
$
62,030
 
   
$
(33,428
) 
  
$
(72,321
) 
  
$
(43,716
) 
    
 
 
     
 
 
     
 
 
    
 
 
     
 
 
     
 
 
    
 
 
    
 
 
  
 
1
Net of $0.2 million for shares surrendered and cancelled in connection with income taxes related to equity compensation.
See accompanying notes to the Consolidated Financial Statements
 
5
THE REAL GOOD FOOD COMPANY, INC.
Unaudited Consolidated Statements of Cash Flows
(In thousands)
 
    
Nine Months Ended
  
    
September 30,
  
    
2023
    
2022
  
Cash flows from operating activities:
     
Net loss
    $ (41,384 )    $ (33,761 ) 
Adjustments to reconcile net loss to net cash used in operating activities:
     
Depreciation and amortization
      4,786       1,775  
Amortization of loan costs
      250       165  
Non-Cash
interest and debt fees
      7,016       2,165  
Equity Compensation expense
      5,930       5,217  
Changes in operating assets and liabilities:
     
Accounts receivable
      (9,513 )      (8,542 ) 
Inventories
      (18,654 )      (18,496 ) 
Other assets
      (918 )      1,113  
Accounts payable, accrued expenses and lease liabilities
      23,622       852  
  
 
 
    
 
 
  
Net cash used in operating activities
      (28,865 )      (49,512 ) 
  
 
 
    
 
 
  
Cash flows from investing activities:
     
Purchase of property and equipment
      (1,740 )      (3,737 ) 
  
 
 
    
 
 
  
Net cash used in investing activities
      (1,740 )      (3,737 ) 
  
 
 
    
 
 
  
Cash flows from financing activities:
     
Proceeds from line of credit borrowings
      115,305       42,237  
Payments on line of credit borrowings
      (88,418 )      (4,768 ) 
Payments on acquisition related Contingent consideration
      —         (7,425 ) 
Proceeds from officer note
      750       —    
Payments on acquisition related term loan
      (99 )      (616 ) 
Payments on finance lease liabilities
      (2,517 )      (571 ) 
  
 
 
    
 
 
  
Net cash provided by (used in) financing activities
      25,021       28,857  
  
 
 
    
 
 
  
Net decrease in cash and restricted cash
    $ (5,584 )    $ (24,392 ) 
Beginning cash and restricted cash
      7,597       29,745  
  
 
 
    
 
 
  
Ending cash and restricted cash
    $ 2,013     $ 5,353  
  
 
 
    
 
 
  
Supplemental disclosures of cash flow information:
     
Cash paid for interest
    $ 4,136     $ 2,200  
Supplemental disclosures of noncash investing and financing activities:
     
Purchase of property and equipment in lease line of credit
    $ —       $ 10,213  
Purchase of property and equipment in AP and accrued liabilities
    $ 240     $ 323  
Lease liabilities arising from obtaining
right-of-use
assets
    $ 20     $ 16,470  
See accompanying notes to the Consolidated Financial Statements
 
6
THE REAL GOOD FOOD COMPANY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS
Organization
The Real Good Food Company, Inc. was formed as a Delaware corporation on June 2, 2021 under the name “Project Clean, Inc.” for the purpose of completing an initial public offering (the “IPO”) and related organizational transactions in order to carry on the business of Real Good Foods, LLC (“RGF”), a Delaware limited liability company and the sole subsidiary of The Real Good Food Company, Inc. (RGF, together with The Real Good Food Company, Inc., the “Company”).
On November 9, 2021, the Company completed an IPO of 5,333,333 shares of The Real Good Food Company, Inc.’s Class A common stock at an offering price at $12.00 per share. The Company received approximately $59.5 million of proceeds, net of underwriting discounts and commissions and before offering expenses of $3.9 million. In connection with the IPO, the Company completed a reorganization (the Reorganization”) among The Real Good Food Company, Inc., RGF, and the members of RGF immediately prior to the IPO (the “Members”). As part of the Reorganization, the Members became holders of Class B units of RGF and were issued shares of Class B common stock of The Real Good Food Company, Inc., which convey voting rights in The Real Good Food Company, Inc. on
a one-to-one basis
with the number of Class B units they held in RGF. As a result of the Reorganization and IPO, the Members collectively controlled approximately 76% of the direct and indirect voting interest in the Company following the IPO, which decreased to 56% as of September 30, 2023.
Prior to the consummation of the IPO and Reorganization, RGF was owned entirely by the Members and operated its business through itself and no other entities. The following transactions occurred in connection with the Reorganization and IPO:
 
  •  
Project Clean, Inc. changed its name to The Real Good Food Company, Inc. on October 7, 2021;
 
  •  
The Real Good Food Company, Inc. adopted an amended and restated certificate of incorporation to, among other things, provide for Class A common stock and Class B common stock;
 
  •  
The Real Good Food Company, Inc. used all of the net proceeds it received from the IPO to acquire Class A units of RGF at a purchase price per Class A unit equal to the IPO price per share of Class A common stock, less underwriting discounts and commissions, collectively representing 24% of the economic interests and all of the voting interests in the Reorganization of RGF’s outstanding units, including both Class A units and Class B units, following the IPO. RGF in turn used all of the net proceeds it received from The Real Good Food Company, Inc. for its continuing operations; and
 
  •  
The Real Good Food Company, Inc. became a holding company and the sole managing member of RGF, which has continued to operate the Company’s business.
Description of Business
The Company is a frozen food company that develops, markets, and manufactures foods that are designed to be high in protein, low in sugar, and gluten- and grain-free. The Company produces breakfast sandwiches, entrées, and other products, which are primarily sold in the U.S. frozen food category, excluding frozen and refrigerated meat. The Company’s customers include retailers, which primarily sell its products through natural and conventional grocery, drug, club, and mass merchandise stores throughout the United States. The Company also sells its products through its
e-commerce channel,
which
includes direct-to-consumer sales
through its website, as well as sales through its retail customers’ online platforms.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND NEW ACCOUNTING STANDARDS
Basis of Presentation
The unaudited consolidated financial information for the three and nine months ended September 30, 2023 and 2022, and as of September 30, 2023, is presented on the same basis as the financial statements included in the Company’s Annual Report on
Form 10-K
for the fiscal year ended December 31, 2022 (the “Annual Report”), filed with the Securities and Exchange Commission on March 31, 2023. In the opinion of management, these financial statements include all adjustments necessary for a fair statement of the financial position, results of operations and cash flows of the Company for the interim periods, and the adjustments are of a normal and recurring nature. The financial results for any interim period are not necessarily indicative of the results for the full year. The consolidated balance sheet information as of December 31, 2022, was derived from the audited consolidated financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America (“GAAP”). The unaudited consolidated financial information should be read in conjunction with the consolidated financial statements and notes thereto included in the Annual Report.
 
7
The consolidated financial statements have been prepared in accordance with GAAP and include the accounts of The Real Good Food Company, Inc. and its wholly owned or controlled subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. The Real Good Food Company, Inc. has no operations other than those
of
RGF.
Use of Estimates
The preparation of the Company’s financial statements in conformity with GAAP requires management to use its judgment to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities as of the date of the financial statements, and the reported amounts of net sales and expenses during the reporting period. Significant estimates and assumptions reflected in the financial statements include, but are not limited to, the allowance for credit losses, the write down of obsolete or excess inventory, and revenue recognition, including variable consideration for estimated reserves for discounts, incentives, and other allowances. Management bases its estimates on historical experience and on assumptions that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Due to the inherent uncertainty involved in making assumptions and estimates, changes in circumstances could result in actual results differing from those estimates, and such differences could be material to the Company’s balance sheet and statements of operations.
Segment Reporting and Geographical Information
For the three and nine months ended September 30, 2023 and 2022, the Company was managed as a single operating segment. The Chief Executive Officer, who is the Company’s Chief Operating Decision Maker, reviews financial information on an aggregate basis for purposes of allocating resources and assessing financial performance, as well as for making strategic operational decisions and managing the organization. As such, the Company does not have reportable segments. Additionally, all of the Company’s assets are maintained in the United States.
Liquidity
The accompanying unaudited consolidated financial statements have been prepared on the basis that the Company will continue as a going concern, which contemplates realization of assets and satisfaction of liabilities in the normal course of business. At September 30, 2023, the Company had an accumulated deficit of $
33.4
million, before taking into account the deficit portion related to the non-controlling interest of $
72.3 million
,
and a working capital surplus of $32.4 million. For the nine months ended September 30, 2023, the Company had a net loss of $12.3 million (after taking into effect the loss of $29.1 million related to the
non-controlling
interest) and negative cash flows from operations of $28.9 million. The Company’s operating activities consume the majority of its cash resources. The Company anticipates that it will continue to incur net losses into the following quarter. In addition, the Company expects to have positive cash flows from operations, beginning in the fourth quarter of 2023. The Company has previously funded, and plans to continue funding, these losses primarily through current cash on hand and borrowing availability under its debt facility.
The Company’s management believes it has the ability to continue as a going concern as a result of the cash on hand and the Company’s borrowing capacity under its debt facility, in addition to funds received in connection with a public offering the Company completed on October 17, 2023 (See Note 16). This public offering resulted in the Company receiving $
15.4
 million in cash, after underwriters’ discounts and fees. Concurrent with the receipt of this cash the Company decreased its borrowing on the line of credit by that amount thereby affording additional borrowing capacity on the revolving credit facility as of that date. In addition, management believes the Company will achieve a level of sales and gross margin adequate to support the Company’s cost structure. As a result of the above, as of September 30, 2023, the Company believes it has sufficient cash to fund operations for the foreseeable future.
Cash and Cash Equivalents
The Company considers all highly liquid investments with a maturity period of three months or less, when acquired, to be cash equivalents. Cash and cash equivalents held at financial institutions may at times exceed insured amounts. The Company believes it mitigates such risk by investing in or through, as well as maintaining cash balances, with major financial institutions. There were no cash equivalents as of September 30, 2023, and December 31, 2022.
Restricted Cash
The Company considers cash which is not freely available for immediate use, and that is held for a specific purpose, to be restricted cash. If the terms dictating the restriction require the restricted cash to be considered as such beyond twelve months, the Company classifies that restricted cash as a noncurrent asset due to its inability to provide liquidity within one year. As of September 30, 2023, the Company had approximately $1.9 million of restricted cash, all of which was classified as noncurrent. The entirety of the restricted cash relates to a letter of credit opened in connection with the Company’s new manufacturing facility in Bolingbrook, IL. Remaining amounts will be released for the Company’s use proportionately over a three-year period beginning in
mid-2024.
 
8
The below table reconciles cash and restricted cash to amounts shown in the Consolidated Statements of Cash Flows:
 
 
  
September 30,
 
  
December 31,
 
(In thousands)
  
2023
 
  
2022
 
Cash
    $ 78      $ 5,279  
Restricted cash
      1,935        2,318  
    
 
 
     
 
 
  
Total cash reported in statements of cash flows
    $ 2,013      $ 7,597  
    
 
 
     
 
 
  
Accounts Receivable
Accounts receivable are recorded at the invoiced amount, net of allowances for estimated variable consideration and amounts payable to customers for slotting, which are fees assessed by customers for the cost of accepting new products into their store. Estimated product returns are immaterial. Management assesses the collectability of outstanding customer invoices, and if it deems necessary, maintains an allowance for credit losses resulting from
the non-collection of
customer receivables. In estimating this reserve, management considers factors such as historical collection experience, customer creditworthiness, specific customer risk, trends specific to the customer, and current and expected general economic conditions that may affect a customer’s ability to pay. Customer balances are written off after all collection efforts are exhausted. The amounts recorded for reserves for credit losses for the three and nine months ended September 30, 2023 and 2022 were de minimis.
Inventories
Inventories are stated at the lower of cost or net realizable value. The Company records sales and other reductions in inventory through cost of sales using
the first-in,
first-out method.
The cost of finished goods inventories includes ingredients, direct
labor, freight-in for
ingredients, and indirect production and overhead costs. The Company monitors its inventory to identify excess or obsolete items on hand. The Company writes down its inventories for estimated excess and obsolescence in an amount equal to the difference between the cost of inventories and estimated net realizable value. These estimates are based on management’s judgment about future demand and market conditions. Once established, these adjustments are considered permanent and are not revised until the related inventory is sold or disposed of. The Company did not have a write-down of inventory during the three and nine months ended September 30, 2023 and 2022.
Property and Equipment
Property and equipment are stated at acquisition cost, net of accumulated depreciation and amortization. Depreciation is calculated using the straight- line method over the following range of estimated useful lives of the assets as follows:
 
     Estimated Useful Lives
Computers
    3 years
Office equipment
    5 years
Machinery and equipment
    5 – 10 years
Leasehold improvements are capitalized and amortized over the shorter of the estimated useful life or the remaining term of the lease.
The Company reviews the recoverability of property and equipment when circumstances indicate that the carrying value of an asset or asset class may not be recoverable. Indicators of impairment could include, among other factors, significant changes in the business environment, the planned closure of a facility, or deteriorations in operating cash flows. Considerable management judgment is necessary to evaluate the impact of operating changes and to estimate future cash flows. Expenditures for repairs and maintenance which do not substantially improve or extend the useful life of an asset are expensed as incurred.
Leases
The Company’s leases consist of corporate office space, warehouse, and equipment. The Company determines whether a contract is or contains a lease at the time of the contract’s inception based on the presence of identified assets and the Company’s right to obtain substantially all the economic benefit from or to direct the use of such assets. When the Company determines a lease exists, it records
a right-of-use (“ROU”)
asset and corresponding lease liability on its balance sheet. ROU assets represent the Company’s right to use an underlying asset for the lease term. Lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets are recognized at the lease commencement date at the present value of the remaining future lease payments the Company is obligated for under the terms of the lease, plus any initial direct costs. Lease liabilities are recognized concurrent with the recognition of the ROU asset and represent the present value of lease payments to be made under the lease. Additionally, these ROU assets and liabilities are adjusted for any prepayments and/or lease incentives received. As the discount rate implicit in the lease is not
 
9
readily determinable in most of the Company’s leases, the Company uses its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments. Certain of the Company’s lease terms include options to extend the lease up to five years. The probability of renewal with regards to these leases was deemed to be remote and as such these renewal options are not reflected in the Company’s ROU assets and lease liabilities. The Company will reflect renewal options in its calculation of ROU assets and liabilities, with regards to future lease agreements, when it is reasonably certain that the Company will exercise that option.
The Company does not record lease contracts with a term of 12 months or less on its balance sheet. Payments for these short-term leases are expensed when incurred.
The Company recognizes fixed-lease expense for operating leases on a straight-line basis over the lease term. For finance leases, the Company recognizes amortization expense over the shorter of the estimated useful life of the underlying assets, or the lease term. Interest expense on a finance lease is recognized using the effective interest method over the lease term.
The Company has lease agreements with
non-lease components,
such as maintenance- and utility-related charges. The Company accounts for each lease and
any non-lease components
associated with that lease as a single-lease component for all underlying asset classes. Accordingly, all costs associated with a lease contract are accounted for as lease costs.
Certain leasing arrangements require variable payments that are dependent on usage or output or may vary for other reasons, such as insurance and tax payments. Variable lease payments that do not depend on an index or rate are excluded from lease payments in the measurement of the ROU asset and lease liability and are recognized as expense in the period in which the payment occurs. Variable payments are determined based on a percentage allocation determined by the landlord and are immaterial for the nine months ended September 30, 2023 and 2022.
The Company’s lease agreements do not include significant restrictions or covenants, and residual value guarantees are generally not included within its leases.
Fair Value of Financial Instruments
Fair value is an exit price, representing the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability.
The carrying value of the Company’s short-term financial instruments, such as cash, accounts receivable, notes payable, and accounts payable, approximate fair value due to the immediate or short-term maturity of these instruments. The interest rate on the Company’s secured credit facility and certain other debt has a variable component, which is reflective of the market for such instruments at any given date, and as such the carrying value this debt value approximates its fair value.
Revenue Recognition
The Company’s revenue is principally derived from selling goods to retailers. Revenue is recognized when performance obligations under the terms of a contract with a customer are satisfied and promised goods have been transferred to the customer. Generally, control transfers to the customer when the product is delivered to the customer, and on occasion upon being shipped to the customer, depending upon applicable shipping terms. For each contract, the Company considers the transfer of products, each of which is distinct, to be the identified performance obligation. Although some payment terms may be more extended, generally the majority of the Company’s payment terms range from payment due immediately upon invoice to up to 90 days. Accordingly, there are no significant financing components to consider when determining the transaction price.
Variable consideration is included in revenue for trade
promotions, off-invoice discounts,
shrinkages and shortages, and other discounts and sales incentives. The Company uses a reserve to constrain revenue for the expected variable consideration at each period end. See Note 3, Revenue Recognition, for additional information.
Any taxes collected on behalf of government authorities, such as sales tax, are excluded from net sales, and recorded as a liability due to the particular authority.
The Company applies the practical expedient that allows it to exclude disclosure of performance obligations that are part of a contract that has an expected duration of one year or less. The Company’s contracts are all short term in nature, therefore there are no unsatisfied performance obligations requiring disclosure as of September 30, 2023.
 
10
Contract Assets
The Company has elected the practical expedient which allows costs incurred in connection with obtaining a contract to be expensed as incurred for those contracts with a duration of one year or less. For those contracts which have a duration of greater than one year, the Company capitalizes those costs and amortized them over the duration of the agreement. As of September 30, 2023 and December 31, 2022, there were no contract assets recognized.
Shipping and Handling Costs
The Company’s shipping and handling costs are included in both cost of sales and selling and distribution expense, depending on the nature of such costs. Cost of sales reflects cost incurred for inbound freight on ingredients to be used in production. Internal freight costs included in selling and distribution expenses consist primarily of those costs associated with moving products from production facilities through the Company’s distribution network. Total internal freight costs recorded within selling and distribution expenses were $0.4 million and $1.1 million during the three months ended September 30, 2023 and 2022, respectively, and $2.8 million and $3.2 million for the nine months ended September 30, 2023 and 2022, respectively.
Shipping and handling costs associated with outbound freight are included within selling and distribution expenses and are accounted for as a fulfillment cost as incurred. Total of these costs recorded within selling and distribution expenses were $6.5 million and $2.6 million during the three months ended September 30, 2023 and 2022, respectively, and $12.1 million and $7.9 million for the nine months ended September 30, 2023 and 2022, respectively.
Marketing Expenses
Marketing costs are expensed as incurred. The Company incurred $2.3 million and $1.7 million during the three months ended September 30, 2023 and 2022, respectively, and $5.5 million and $4.6 million for the nine months ended September 30, 2023 and 2022, respectively. Marketing costs are recorded in Operating expenses in the Company’s unaudited consolidated statements of operations.
Research and Development Expenses
Research and development expenses are recorded in administrative expense in the statements of operations as incurred. During the three months ended September 30, 2023 and 2022, the Company incurred $4.4 million and $1.3 million of research and development expenses, respectively, and $12.0 million and $3.0 million for the nine months ended September 30, 2023 and 2022, respectively.
Business Combination
The Company accounts for business combinations under the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations, which requires the Company to recognize separately from goodwill the assets acquired, and the liabilities assumed at their acquisition date fair values. The amount by which the fair value of consideration transferred exceeds the fair value of the identifiable net assets acquired is recorded as goodwill. While the Company uses its best estimates and assumptions to accurately value assets acquired, and liabilities assumed at the acquisition date as well as contingent consideration, where applicable, the estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company records adjustments to the identifiable assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the statements of operations.
Goodwill
Goodwill represents the excess of the aggregate fair value of the consideration transferred in a business combination over the fair value of the identifiable net assets acquired, net of liabilities assumed. The Company performs its annual goodwill impairment test as of the first day of the fourth quarter or more frequently if events or changes in circumstances indicate that the goodwill may be impaired.
The Company’s goodwill is accounted for in a single reporting unit representing the company as a whole. As part of its annual impairment testing of goodwill, the Company may elect to assess qualitative factors as a basis for determining whether it is necessary to perform the traditional quantitative impairment testing. If the Company’s assessment of these qualitative factors (“Step zero”) indicates that it is more likely than not that the fair value of the reporting unit exceeds its carrying value, then no further testing is required. Otherwise, the goodwill related to the reporting unit must be quantitatively tested for impairment (“Step one”).
The Step one impairment test for goodwill involves a comparison of the fair value of the reporting unit with its carrying amount, including goodwill. The Company determines the fair value of its reporting unit by using a market approach and a discounted cash
 
11
flow (“DCF”) analysis. Determining fair value using a DCF analysis requires the exercise of significant judgments, including judgments about appropriate discount rates, perpetual growth rates and the amount and timing of expected future cash flows. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not impaired. If the carrying amount
of
a reporting unit exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. There were no goodwill impairment charges recorded during the periods presented.
Other Intangible Assets
We amortize the cost of other intangibles over their estimated useful lives unless such lives are deemed indefinite. We evaluate definite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of any such asset may not be recoverable. Our impairment testing is based on our best estimate of the future operating cash flows. If the sum of our estimated undiscounted future cash flows associated with the asset is less than the asset’s carrying value, we would recognize an impairment charge, which is measured as the amount by which the carrying value exceeds the fair value of the asset. The fair values determined by management require significant judgment and include certain assumptions regarding future sales and expense growth rates, discount rates and estimates of real estate market fair values. As such, these estimates may differ from actual results and are affected by future market and economic conditions.
Income Taxes
For periods prior to the Company’ IPO, the Company was solely a pass-through entity for federal income tax purposes, being a partnership, and as such income taxes related to the Company’s operations were the responsibility of those who held partnership interests in the Company. For periods subsequent to the IPO, as described above in Note 1, Organization and Description of Business, the Company’s structure became one commonly referred to as
an “Up-C” structure,
which is often used by partnerships and limited liability companies when they undertake an initial public offering of their business.
The Up-C structure
allows the members of the operating company, in this instance the Members of RGF, to continue to realize tax benefits in a similar fashion as was realized prior to the IPO, proportionate to their Membership interest, and the Company will be subject to both Federal and State taxes on the portion of earnings applicable to its controlling interest in RGF of 44%.
Given the foregoing, the Company is subject to income tax on operating results limited to its controlling interest in RGF of 44%. The Company accounts for income taxes pursuant to the asset and liability method which requires the recognition of deferred income tax assets and liabilities related to the expected future tax consequences arising from temporary differences between the carrying amounts and tax bases of assets and liabilities based on enacted statutory tax rates applicable to the periods in which the temporary differences are expected to reverse. Any effects of changes in income tax rates or laws are included in income tax expense in the period of enactment.
The Company records valuation allowances against deferred tax assets when it is more likely than not that all or a portion of a deferred tax asset will not be realized. The Company routinely evaluates the realizability of deferred tax assets by assessing the likelihood that deferred tax assets will be recovered based on all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, estimates of future taxable income, tax planning strategies and results of operations. Estimating future taxable income is inherently uncertain and requires judgment. In projecting future taxable income, historical results are considered along with certain assumptions related to future earnings. As of September 30, 2023, the Company applied a full valuation allowance against all recognized deferred tax assets, resulting in a zero balance on the consolidated balance sheets. If it is later determined that in the future that it is more likely than not that certain deferred tax assets may be fully utilized, the valuation allowance applicable to that particular deferred tax asset would be reversed and recognized through earnings in the period the determination was made. Any reversal of a valuation allowance would result in the reduction of the Company’s provision for income taxes in the period of reversal.
During the three and nine months ended September 30, 2023 and 2022, amounts provided for state income taxes were de minimis.
Loss per Share
Loss per share is computed by dividing the Company’s net loss, after deducting any dividends, by the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of any outstanding dilutive securities. Equity interests in the Company consist of Class A common stock and Class B common stock. As shares of Class B common stock do not share in the earnings or losses of the Company they are not considered participating securities. As such, a separate presentation of basic and diluted net loss per share for each of Class B common stock under the
two-class method
has not been presented. See Note 9, Loss Per Share.
 
12
NEW ACCOUNTING STANDARDS
During September 2022 the FASB issued ASU
No. 2022-04,
Liabilities—Supplier Financed Programs (Subtopic
405-50).
The amendments in this Update require entities which are party to supplier finance programs to disclose qualitative and quantitative information about its programs, that delineate the key terms and obligations under of the programs. The Company adopted the provisions of this guidance on January 1, 2023. The adoption of this guidance had no impact to the Company’s consolidated financial statements.
During March 2022 the FASB issued ASU
No. 2022-02, Financial
Instruments—Credit Losses (Topic 326). This ASU updates certain guidance as set forth is ASU
No. 2016-03, to
provide additional guidance on the treatment of credit losses, with regards to troubled debt restructuring and gross write-offs related to financing receivables and net investments in leases. The amendments in this update eliminate the previous troubled debt restructuring guidance and instead, require that an entity evaluate whether the modification represents a new loan or a continuation of an existing loan, with the intent to enhance existing disclosure requirements as well as introduce new requirements related to certain modifications for borrowers experiencing financial difficulty. The ASU requires that the provisions are to be applied prospectively. The Company adopted the provisions of this guidance on January 1, 2023. The adoption of this guidance had no impact on the Company’s consolidated financial statements.
During October 2021 the FASB issued
ASU No. 2021-08, Business
Combinations (Topic 805), which provides guidance for the accounting of revenue contracts acquired in a business combination. The provisions of this ASU are intended to improve comparability for both the recognition and measurement of acquired revenue contracts with customers at the date of and after a business combination. Further, the provisions provide additional recognition and measurement guidance for revenue contracts with customers acquired in a business combination and revenue contracts with customers not acquired in a business combination. The amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022. The Company adopted the provisions of this guidance on January 1, 2023, which had no impact to its consolidated financial statements.
NOTE 3. REVENUE RECOGNITION
Disaggregation of Net Sales
The following table presents a disaggregation of the Company’s net sales by revenue source. The Company believes that these revenue streams most appropriately depict the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with its customers.

 
  
Three Months Ended
 
  
Nine Months Ended
 
 
  
September 30,
 
  
September 30,
 
 
  
2023
 
  
2022
 
  
2023
 
  
2022
 
 
  
 
 
  
 
 
  
 
 
  
 
 
 
  
 
 
  
(in ‘000s)
 
  
 
 
Entrees
    $ 53,913      $ 33,967      $ 115,075      $ 93,937  
Breakfast
      1,601        2,565        5,407        8,412  
Pizza and Snacks
      51        1,018        244        3,586  
    
 
 
     
 
 
     
 
 
     
 
 
  
Total Net Sales
    $ 55,565      $ 37,550      $ 120,726      $ 105,935  
    
 
 
     
 
 
     
 
 
     
 
 
  
Revenue Recognition, Sales Incentives, and Accounts Receivable
Revenue is recognized when the performance obligation is satisfied, as evidenced by the transfer of control of the promised good to the customer. This transfer generally occurs upon the customers’ receipt of the goods, or upon shipment, depending upon applicable shipping terms, as the customer can direct the use and obtain substantially all of the remaining benefits from the asset at that point in time. Revenue is recognized in an amount that reflects the consideration that the Company expects to ultimately receive in exchange for those promised goods, net of expected discounts for sales promotions and customary allowances. The Company offers sales promotions through various regional and national programs to its customers. These programs include
in-store discounts
as well as product coupons offered direct to consumers which may be redeemed at the point of sale. Customary allowances for early invoice payment and shrinkage are also applied by customers. The costs associated with these programs are accounted for as variable consideration as defined under ASC 606 and are reductions to the transaction price. Depending on the specific type of sales incentive and other promotional program, the expected value method is used to determine the variable consideration. The Company reviews and updates its estimates and related accruals of variable consideration each period based on the terms of the agreements, historical experience, and expected levels of performance of the trade promotion or other programs. Any uncertainties in the ultimate resolution of variable consideration due to factors outside the Company’s influence are typically resolved within a short timeframe therefore not requiring any additional constraint on the variable consideration. Additionally, the Company also offers compensation to customers
 
13
for access to shelf space in stores; associated payments are recognized as reductions to the transaction price received from the customer on sale of associated products.
Payment terms and conditions are generally consistent amongst customers, including credit terms to customers ranging from seven days to 90 days, and as such the Company’s contracts do not include significant financing components. The Company performs credit evaluations of customers and evaluates the need for allowances for potential credit losses based on historical experience, as well as current and expected general economic conditions. These allowances reduce the accounts receivable balance and are charged to operating expense. For the periods presented, amounts recorded in connection with credit losses were de minimis.
The Company applies the practical expedient that allows for companies to exclude disclosing performance obligations that are unsatisfied as of the period end, that are expected to be satisfied in a duration of one year or less of that date. Given that the Company’s contracts are generally short term in nature, there are no unsatisfied performance obligations requiring disclosure at September 30, 2023.
Contract Assets and Liabilities
Contract assets are rights to consideration in exchange for goods or services that the Company has transferred to a customer when that right is conditional on something other than the passage of time. Contract liabilities are obligations to transfer goods or services to a customer for which the Company has received consideration, or for which an amount of consideration is due from the customer. The Company continually evaluates whether its contractual arrangements with customers result in the recognition of contract assets or liabilities. For the periods ending September 30, 2023 and December 31, 2022, there were no contract assets or liabilities recognized.
NOTE 4. INVENTORIES
Inventories As of September 30, 2023 and December 31, 2022, consisted of the following:
 
 
  
As of
 
 
  
September 30,
 
  
December 31,
 
(in thousands)
  
2023
 
  
2022
 
Ingredients and supplies
    $ 13,982      $ 16,753  
Finished Goods
      44,151        22,726  
    
 
 
     
 
 
  
Total inventories
    $ 58,133      $ 39,479  
    
 
 
     
 
 
  
NOTE 5. PROPERTY AND EQUIPMENT
Property and equipment As of September 30, 2023 and December 31, 2022 consisted of the following:
 
    
As of
  
(In thousands)
   
September 30, 2023
     
December 31, 2022
  
Computer equipment
    $ 122      $ 122  
Vehicles
      164        164  
Machinery and equipment
      44,426        43,193  
Leasehold improvements and office equipment
      766        751  
    
 
 
     
 
 
  
Total property and equipment
    $ 45,478      $ 44,230  
Less: accumulated depreciation
      (10,617 )       (5,793 ) 
    
 
 
     
 
 
  
Subtotal
      34,861        38,437  
Construction in progress
      424        60  
    
 
 
     
 
 
  
Property and equipment, net
   
$
35,285
 
   
$
38,497
 
    
 
 
     
 
 
  
Depreciation and amortization expense was $1.6 million and $1.0 million for the three months ended September 30, 2023 and 2022, respectively, and $4.8 million and $1.8 million for the nine months ended September 30, 2023 and 2022,
respectively
.
 
14
NOTE 6. LEASES
The Company has various finance leases for equipment and operating leases for office and warehouse space, as well as equipment. The Company’s lease agreements do not contain any material residual value guarantees, bargain purchase options, or restrictive covenants. Variable lease costs were not significant for the periods presented. Operating lease liabilities and their corresponding ROU assets are recorded at the present value of fixed lease payments over the expected lease term. The interest rate implicit in lease contracts was not readily determinable. As such, the Company used an incremental borrowing rate based on the information available at inception date. In the development of the discount rate, the Company considered its internal borrowing rate, treasury security rates, collateral, and credit risk specific to it, and its lease portfolio characteristics. As of September 30, 2023, the weighted-average discount rate of the Company’s operating and finance leases was 7.9% and 8.0%, respectively. As of September 30, 2022, the weighted-average discount rate of the Company’s operating and finance leases was 7% and 12%, respectively. The components of lease expense were as follows:
 
 
  
Three Months Ended September 30,
 
  
Nine Months Ended September 30,
 
 
  
2023
 
  
2022
 
  
2023
 
  
2022
 
 
  
 
 
  
 
 
  
 
 
  
 
 
 
  
(in ‘000s)
 
  
(in ‘000s)
 
Operating lease costs
    $ 604      $ 603      $ 1,809      $ 1,627  
Finance lease costs:
                                    
Amortization of ROU assets
      1,072        647        3,227        780  
Interest on lease liabilities
      526        303        1,637        321  
Short-term lease costs
      131        —          365        146  
    
 
 
     
 
 
     
 
 
     
 
 
  
Total lease costs
    $ 2,333      $ 1,553      $ 7,038      $ 2,874  
    
 
 
     
 
 
     
 
 
     
 
 
  
Supplemental balance sheet information related to leases is as follows:
 
         
As of September 30,
     
As of December 31,
  
         
2023
     
2022
  
Assets
   
Balance Sheet Location
              
Operating lease
right-of-use
assets
    Operating lease
right-of-use
assets		    $ 9,800      $ 10,881  
Finance lease
right-of-use
assets
    Property and equipment, net      24,449        27,392  
         
 
 
     
 
 
  
Total lease assets
        
$
34,249
     
$
38,273
  
         
 
 
     
 
 
  
Liabilities
                       
Current:
                       
Operating lease liabilities
    Operating lease liabilities    $ 1,606      $ 1,455  
Finance lease liabilities
    Finance lease liabilities      3,354        3,310  
Noncurrent:
                       
Operating lease liabilities
    Long term Operating lease liabilities      8,822        10,030  
Finance lease liabilities
    Long term Finance lease liabilities      21,561        24,099  
         
 
 
     
 
 
  
Total lease liabilities
        
$
35,343
     
$
38,894
  
         
 
 
     
 
 
  
 
    
Nine months ended
September 30,
  
    
2023
     
2022
  
Supplemental Cash Flow Information:
                  
Cash paid for amounts included in the measurement of lease liabilities
                  
Operating cash flows from operating leases
    $ 1,785      $ 1,162  
Operating cash flows from finance leases
    $ 1,637      $ 321  
Financing cash flows from finance leases
    $ 2,517      $ 571  
Supplemental noncash information on lease liabilities arising from obtaining
right-of-use
assets
    $ 20      $ 16,470  
 
15
The maturities of the Company’s operating and finance lease liabilities as of September 30, 2023 were as follows:
 
(in Thousands)   
Operating Leases
     
Finance Leases
  
Remainder of 2023
    $ 600      $ 1,324  
2024
      2,448        5,290  
2025
      2,475        5,290  
2026
      2,296        5,290  
2027
      2,182        5,290  
Thereafter
      2,987        9,107  
    
 
 
     
 
 
  
Total future lease payments
      12,988        31,591  
Less: Interest
      (2,560 )       (6,676 ) 
    
 
 
     
 
 
  
Present value of lease obligations
   
$
10,428
 
   
$
24,915
 
    
 
 
     
 
 
  
As of September 30, 2023, the weighted-average remaining term of our operating and finance leases were approximately 5.4 years and 5.6 years, respectively.
NOTE 7. DEBT
Long-term debt consisted of the following As of September 30, 2023 and December 31, 2022:
 
             
September 30,
     
December 31,
  
     Maturity Date    Interest Rate  
2023
     
2022
  
PMC Revolver
    November 2025    Prime rate plus 4.25%   $ 79,390      $ 55,181  
PMC Capex line
    N/A*    Prime rate plus 8.5%     —          4,670  
PMC Equipment loan
    August 2028    Prime rate plus 6.1%     8,125        —    
PMC Term Loan
    August 2028    Prime rate plus 7.85%     20,000        10,000  
             
 
 
     
 
 
  
                107,515        69,851  
Less: Current maturities of long-term debt
               1,203        370  
             
 
 
     
 
 
  
Long-term debt
             $ 106,312      $ 69,481  
             
 
 
     
 
 
  
 
*
The Capex line was consolidated into the Equipment loan February 2023
On June 30, 2016, the Company entered into a loan and security agreement (the “Credit Facility”) with PMC Financial Services Group, LLC (“PMC”). As
of July 2023, the
Credit Facility, as amended, provided the Company with a $80.0 million line of credit repayable on November 30, 2025 (the “Revolver”), and permits the Company to make repayments without penalty. As amended, the Credit Facility also includes an $8.1 million capital expenditure term loan, which represents a consolidation of the Company’s prior Capex lines, along with Business acquisition liabilities, which matures on August 31, 2028 (the “Equipment loan”). Additionally, as of February 2023, the agreement as amended increased the term loan balance of $10.0 million to $20.0 million, which bears interest at an annual rate equal to the prime rate (as announced by Wells Fargo Bank, N.A.) plus 7.85%, with a floor of 13.35% (should the prime rate decrease to a specified level), per annum. Per the agreement, interest payments on the Equipment loan are to be made monthly beginning on June 30, 2023, and interest and principal shall be repaid monthly in 60 equal installments beginning on September 30, 2023, the first payment of which was made in early October 2023. Regarding the term loan, interest only payments are made monthly until the December 1, 2023 where interest and principal payments will be made for 60 months.
The Credit Facility contains no financial covenants and is collateralized by the Company’s accounts receivable, inventory, equipment, deposit accounts, and general intangibles.
The Company incurred an aggregate of $2.4 million in “success fees” in connection with the Credit Facility, $2.0 million of which it paid to PMC during 2021 and 2022. These success fees were recorded as deferred loan costs, a component
of non-current assets,
on the Company’s balance sheet. The unamortized balance of these fees as of September 30, 2023 was $0.7 million, which will be charged to interest expense ratably over the remainder of the borrowing term.
The amortization expense related to these deferred loan costs was $0.1 million and $0.1 million for the three months ended September 30, 2023 and 2022, respectively, and $0.3 million and $ 0.2 million for the nine months ended September 30, 2023 and 2022, respectively.
 
16
The weighted average interest rates for the Company’s debt, by loan type, applicable for the nine months ended September 30, 2023, is as follows:
 
PMC Revolver
      12.73 % 
PMC Equipment loan
      13.85 % 
PMC Term loan
      15.60 % 
Contractual future payments for all borrowings as of September 30, 2023 are as follows (in thousands):
 
Remainder of 2023
    $ 598  
2024
      4,142  
2025
      84,225  
2026
      5,628  
2027
      6,551  
Thereafter
      6,371  
    
 
 
  
Total payments outstanding
    $ 107,515  
    
 
 
  
NOTE 8. EQUITY
Equity interests in the Company consist of Class A common stock and Class B common stock. Shares of Class A and B common stock have equal voting rights, however, shares of Class B common stock do not share in the earnings or losses of the Company and are therefore not participating securities. As such, a separate presentation of basic and diluted net income (loss) per share for each of Class B common stock under
the two-class method
has not been presented.
NOTE 9. LOSS PER SHARE
The following table sets forth the computation of loss per share:
 
    
THREE MONTHS ENDED
     
NINE MONTHS ENDED
  
    
SEPTEMBER 30,
     
SEPTEMBER 30,
  
    
2023
     
2022
     
2023
     
2022
  
Numerator:
                                    
Net Loss
    $ (4,436 )     $ (3,148 )     $ (12,302 )     $ (8,102 ) 
    
 
 
     
 
 
     
 
 
     
 
 
  
Denominator:
                                    
Weighted-average shares outstanding
      8,880,552        6,180,592        7,689,930        6,174,454  
Loss per common share
    $ (0.50 )     $ (0.51 )     $ (1.60 )     $ (1.31 ) 
As of September 30, 2023, the
Company’s
issued and outstanding RSUs, which were the Company’s only potentially dilutive securities, have been excluded from the computation of diluted net loss per share as they would have been anti-dilutive. Therefore, for all periods presented, there is no difference in the number of shares used to compute basic and diluted shares outstanding due to the Company’s net loss position.
NOTE 10. RELATED-PARTY TRANSACTIONS
The Company’s Executive Chairman of its board of directors holds more than 20% beneficial ownership interest in the Company’s common stock.
In connection with the completion of the IPO, the Company entered into a tax receivable agreement (“TRA”) with the continuing Members of RGF. This agreement grants the Members the right to receive 85% of the net cash savings, if any, in U.S. federal, state and local income tax that the Company actually realizes or is deemed to realize as a result of an increase in the tax basis of the net assets of the Company resulting from any redemptions or exchanges of interests in RGF, and certain other tax benefits related to payments made under the TRA. As a result of the Company’s net loss position, there were no amounts due under the TRA as of September 30, 2023.
 
17
During the three and nine months ended September 30, 2023, the spouse of the Company’s CFO provided certain finance related consulting services to the Company. Expenses related to these services recognized during the three and nine months ended September 30, 2023 totaled to approximately $71,300 and $204,350, respectively, and amounts paid for these services totaled to approximately $197,410 at September 30, 2023.
During August 2023, the Company’s CEO loaned the Company $0.8 million for purposes of purchasing production equipment. A promissory note has been entered into in connection with this loan. The promissory note matures on December 31, 2023 and accrues interest at 9% per annum. All interest accrued is due and payable at the date of maturity.
NOTE 11. COMMITMENTS AND CONTINGENCIES
Purchase Commitments
The Company has entered into various contracts, in the normal course of business, obligating it to purchase minimum quantities of ingredients used in its production and distribution processes, including cheese, chicken, and other ingredients that are inputs into its finished products. The Company entered into these contracts from time to time to ensure a sufficient supply of raw ingredients. None of these commitments are for durations greater than a year. Accordingly, as of September 30, 2023, the Company had no outstanding long-term commitments.
Legal Matters
The Company is party to certain claims, litigation, audits, and investigations in the ordinary course of business. Although the results of these ordinary course matters cannot be predicted with certainty, we currently believe that the final outcome of these ordinary course matters will not, individually or in the aggregate, have a material adverse effect on our business, results of operations, financial condition, or cash flows. However, regardless of the outcome, these ordinary course matters can have an adverse impact on us because of legal costs, diversion of management’s time and resources, and other factors. The Company records an accrual for a loss contingency when it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated. As of September 30, 2023 and December 31, 2022, the Company’s management has concluded that it was not necessary to accrue amounts related to any pending litigation.
NOTE 12. RISKS OF UNCERTAINTIES AND CONCENTRATION OF CREDIT RISK
Significant Risks and Uncertainties
The Company is subject to those risks common to brands within the frozen food category within the health and wellness industry. Various factors could negatively impact its business, including the Company’s need to increase its net sales from existing customers and acquire new customers in order to execute its growth strategy; ability to introduce or market new or successfully improve existing products; ability to compete successfully within its highly competitive market; dependence on key personnel, suppliers,
and co-manufacturers; customer
concentration risk, or the loss of a single significant customer; compliance with government regulations; and indebtedness, including the financial restrictions and operating covenants included in the agreements governing such indebtedness, as well as a possibility of being unable to obtain additional financing at terms satisfactory to the Company when needed.
Further, changes in any of the following areas could have a significant negative effect on the Company’s financial position, results of operations, and cash flows: rates of revenue growth; its ability to manage inventory or pricing; engagement and usage of its products; effectiveness of its investment of resources to pursue strategies; competition in its market; the stability of food prices; impact of interest rate changes on demand and its costs; and addition or loss of significant customers.
During the three months ended September 30, 2023, the Company had two customers
which
each individually comprised greater than 10% of net sales. These customers represented 76% and 14% of net sales, respectively, during the three months ended September 30, 2023. During the nine months ended September 30, 2023, the Company had two customers which each individually comprised greater than 10% of net sales. These customers represented 65%, and 14% of net sales, respectively, during the nine months ended September 30, 2023. During the three and
 nine
months ended September 30, 2022, the Company had two customers which each individually comprised greater than 10% of net sales. These customers represented 56% and 15% of net sales, respectively,
for
the three
months ended September 30, 2022, and 53% and 20%, for the
 nine months ended September 30, 2022. 
Concentration of Credit Risk
Accounts receivable potentially subject the Company to concentrations of credit risk. As of September 30, 2023, four customers accounted for a total of 85% of the Company’s accounts receivable balance, or 51%, 15%, 14% and 5%, respectively. As of December 31, 2022, three customers accounted for a total of 69% of the Company’s accounts receivable balance, or 36%, 24%, and 9%, respectively. No other customers accounted for more than 10% of total accounts receivable. The Company’s customers are predominantly retailers who sell the Company’s products to end consumers. Given that, along with the Company’s customers being major U.S. retailers, the Company does not consider the concentration of its trade account receivables to be a significant risk.
 
18
NOTE 13. EQUITY-BASED COMPENSATION
On October 11, 2021, the Company’s board of directors approved the Company’s 2021 Stock Incentive Plan (the “Plan”). The Plan provides for the issuance of equity compensation grants to employees, as well as members of its board of directors, in the form of stock options, restricted stock, restricted stock units (“RSUs”), and stock appreciation rights (“SARS”), for up to 3,700,000 shares of the Company’s Class A common stock. In addition, the Plan provides for an employee stock purchase program (“ESPP”), which is included as part of the 3,700,000 shares authorized under the Plan. Subsequent to the approval of the Plan 123,397 additional shares were authorized to be granted under the Plan pursuant to an evergreen provision in 2022, and during August 2023, 1,500,000 additional shares were authorized to be granted per the amended and restated Plan as part of the resolutions of the 2023 annual shareholder’s’ meeting.
The Company grants RSUs to certain directors, officers and employees. Each RSU granted constitutes a right to receive one share of the Company’s Class A common stock, subject to the vesting terms specific to each agreement. The shares of the Company’s common stock underlying the number of vested RSUs are intended to be delivered as soon as practicable after vesting occurs. During the period between the grant date and vesting, the RSUs may not be transferred, and the grantee has no rights as a stockholder until vesting has occurred. If the grantee’s employment is terminated for any reason (other than following a change in control of the Company or a termination of an officer other than for cause), then any unvested RSUs under the award will automatically terminate and be forfeited. If a grantee’s employment is terminated by the Company without cause or by the grantee for good reason, then, provided that the RSUs have not been previously forfeited, the remaining unvested portion of the RSUs will immediately vest as of the grantee’s termination date. In the event of a change in control, the Company’s obligations regarding outstanding RSUs shall, on such terms as may be approved by the Company’s Compensation Committee prior to such event, immediately vest, be assumed by the surviving or continuing company or cancelled in exchange for property (including cash). As of September 30, 2023, there were 2,119,482 shares available under the Plan for future equity grants.
Restricted Stock Units Issued to Officers and Employees
The following table details the activity related to equity grants during the nine months ended September 30, 2023:
 
     Restricted
Stock Units		      Weighted
Average
Grant Date
Fair Value		  
Outstanding/Unvested at December 31, 2022
      2,384,896      $ 7.66  
Granted
      725,604      $ 6.61  
Forfeited
      (2,000 )     $ 6.63  
Vested
      (103,011 )     $ 6.19  
    
 
 
           
Outstanding/Unvested at September 30, 2023
      3,005,489      $ 7.46  
    
 
 
           
The grant date fair value of grants issued was based on the closing price of the Company’s Class A common stock as of the date the grant is issued. All vesting related to RSUs is subject to continued service, with the exception of involuntary terminations for reasons other than cause.
All RSUs issued during 2023 were issued to employees and consultants of the Company. The RSUs issued to the Company’s officers cliff vest 100% on the 3rd anniversary date of the grant. Those granted to
non-officer
employees generally vest
one-third
over three years on the first, second and third anniversary dates of the grant. All vesting related to RSUs is subject to continued service, with the exception of involuntary terminations for reasons other than cause.
Equity Compensation Expense
The Company values RSUs (the grant date fair value) based on the closing price of the Company’s Class A common stock on the date the grant is issued, and recognizes the expense related to this value on a straight-line basis over the vesting term. During the three and nine months ended September 30, 2023, the Company recorded expense related to outstanding RSU grants of approximately $2.0 million and $5.9 million, respectively. During the three and nine months ended September 30, 2022, the Company recorded expense related to outstanding RSU grants of approximately $1.8 million and $5.2 million, respectively. Income tax benefits related to the vesting of RSUs during the nine months ended September 30, 2023 were de minimus. There were no benefits related to income taxes during the three and nine months ended September 30, 2022. Unrecognized compensation expense as of September 30, 2023, was $10.6 million, to be recognized over a weighted average period of approximately 1.4 years.
 
19
NOTE 14. INCOME TAXES
During the three and nine months ended September 30, 2023 and 2022 the Company provided no amounts related to current income taxes as a result of the net losses incurred. As such only deferred taxes were applicable for the nine month period, and as a result of the full valuation allowance applied to the deferred tax assets, there were no amounts related to income taxes recognized in the consolidated statement of operations.
The Company’s effective tax rate includes a rate benefit attributable to approximately 44% of the Company’s earnings which are not subject to corporate level taxes, due to the applicable income taxes that are the obligation of the
non-controlling
members of RGF. Thus, the effective tax rate on the portion of loss attributable to the Company is 25.0%, before taking into effect the valuation allowance, for the three and nine months ended September 30, 2023.
NOTE 15.
NON-CONTROLLING
INTEREST
In connection with the Reorganization described in Note 1, The Real Good Food Company, Inc. became the sole managing member of RGF and, as a result, consolidates the financial results of RGF. The Real Good Food Company, Inc. reports
a non-controlling interest
representing continuing Member interests in RGF. Any future changes in The Real Good Food Company, Inc.’s ownership interest in RGF, while retaining its controlling interest in RGF, will be accounted for as an equity transaction. As such, future redemptions or direct exchanges of RGF interests by the continuing Members, in addition to the issuance of additional shares of the Company, will result in a change in ownership and reduce the amount of earnings or loss recorded as
a non-controlling interest
and increase or decrease the balance of the equity attributable to The Real Good Food Company, Inc. concurrently.
NOTE 16. SUBSEQUENT EVENTS
The Company evaluated subsequent events to determine if events or transactions occurred after the balance sheet date up to the date that the financial statements were issued. Apart from the below, the Company identified no subsequent events as of the date that the financial statements were issued.
On October 17, 2023, the Company completed a registered public offering (the “Offering”) which resulted in the issuance of 7,803,572 shares of Class A common stock (inclusive of 1,017,857 shares issued in connection with the exercise of the underwriters’ over-allotment option) at a share price of $2.10. In connection with the Offering the Company received net proceeds of $15.4 million, after underwriters discount and fees. Subsequent to the date of the closing of the Offering, the Company’s outstanding shares of Class A common stock increase
d
to 19,257,736. The Underwriters agreement entered into as part of the Offering, precludes the Company from issuing any new shares of Class A common stock for a period of 90 days from October 11, 2023, the date of the Prospectus filed as part of the Offering. It does not preclude, however, the conversion of Class B units, held by members in Real Goods Foods, LLC, into Class A common shares, as well as shares issued in connection with employee RSU vesting, to cover payroll taxes related to that vesting.
 
 
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Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations (“MD&A”) is provided to assist readers in understanding our performance, as reflected in the results of our operations, our financial condition and our cash flows. The following discussion summarizes the significant factors affecting our consolidated operating results, financial condition, liquidity and cash flows as of and for the periods presented below. This MD&A contains “forward-looking statements, which are subject to considerable risks and uncertainties, and should be read in conjunction with our consolidated financial statements and related notes thereto included elsewhere in this Quarterly Report on Form 10-Q (this “Quarterly Report”).

Our future results could differ materially from our historical performance as a result of various factors, such as those discussed in “Risk Factors” in Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the “Annual Report”), filed with the Securities and Exchange Commission on March 31, 2023, and the section entitled “Forward-Looking Statements” within this Quarterly Report.

Overview of Our Business

We are a frozen food company that develops, markets, and manufactures foods that are designed to be high in protein, low in sugar, and gluten- and grain- free. We, along with our co-manufacturers, produce breakfast sandwiches, entrées, and other products, which are primarily sold in the U.S. frozen food category, excluding frozen and refrigerated meat. Our customers include retailers, which primarily sell their products through natural and conventional grocery, drug, club, and mass merchandise stores throughout the United States. We also sell our products through our e-commerce channel, which includes direct-to-consumer sales through our website, as well as sales through our retail customers’ online platforms.

Since our inception, we have focused on creating health and wellness (“H&W”) products for the frozen food aisle, where we believe H&W brands are underrepresented compared to other categories. We compete in multiple large subcategories within the U.S. frozen food category, including frozen entrée and breakfast, which we consider our two core, strategic growth subcategories. Currently, we sell comfort foods such as our bacon wrapped stuffed chicken, chicken enchiladas, grain-free cheesy bread breakfast sandwiches, and various entrée bowls. All of our products are prepared with our proprietary ingredient systems and recipes, allowing us to provide consumers with delicious meals designed to be high in protein, low in sugar, and gluten and grain free.

On November 4, 2021, Real Good Foods, LLC (“RGF”), the successor to The Real Good Food Company LLC (the “Predecessor”), underwent a reorganization whereby the RGF become a subsidiary of The Real Good Food Company, Inc. (RGF, together with The Real Good Food Company, Inc., the “Company”). The Real Good Food Company, Inc. completed an initial public offering (“IPO”) on November 9, 2021, in which it issued and sold shares of its Class A common stock, $0.0001 par value per share, at an offering price of $12.00 per share. For periods subsequent to November 4, 2021, any references to the Company shall imply The Real Good Food Company, Inc., and its consolidated subsidiary.

Trends and Other Factors Affecting Our Business and Industry

Our results are impacted by economic and consumer trends, as well as pressures impacting food industry market dynamics, such as sourcing and supply chain constraints. Changes in trends in consumer buying patterns may impact the results of our operations. In recent years, there has been an increased focus on healthy eating and on consuming natural, organic and specialty foods. These trends have benefited the Company, as has the rise in at-home consumption as a result of the COVID-19 pandemic (the “Pandemic”). However, consumer spending may shift to the food-away-from-home industry as the impacts of the Pandemic subsides. We believe the trend in in-home consumption positively affected our sales, given the increase in demand of our retail customers during 2022 and 2023, which we expect to continue throughout 2023. However, cost challenges, though stabilizing, were persistent during 2022 due to supply and supply chain disruptions, and an increase in costs for certain ingredients in our products may occur again during the fourth quarter of 2023 and beyond. In addition, certain inflationary pressures currently impacting the global economy may persist, and ultimately impact the cost of our goods.

Components of Our Results of Operations

Net Sales

Our net sales are primarily derived from the sale of our products directly to our retail customers. Our products are sold to consumers through an increasing number of locations in retail channels, primarily in natural and conventional grocery, drug, club and mass merchandise stores. We sell a limited percentage of our products to consumers through “click-and-collect” e-commerce transactions, where consumers pick up their product at a retailer following an online sale, and traditional direct-to-consumer “deliver-to-me” e-commerce transactions through our own website and third-party websites. We record net sales as gross sales net of discounts, allowances, coupons, slotting fees, and trade advertising that we offer our customers. Such amounts are estimated and recorded as a reduction in total gross sales in order to arrive at reported net sales.

 

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Table of Contents

Gross Profit

Gross profit consists of our net sales less cost of sales. Our cost of sales primarily consists of the cost of ingredients for our products, direct and indirect labor cost, co-manufacturing fees, plant and equipment cost, other manufacturing overhead expense, and depreciation and amortization expense, as well as the cost of packaging our products. Our gross profit margin is impacted by a number of factors, including changes in the cost of ingredients, cost and availability of labor, and factors impacting our ability to efficiently manufacture our products, including through investments in production capacity and automation.

Operating Expense

Selling and Distribution Expense

Our products are shipped from our and our co-manufacturers’ facilities directly to customers’ or to third-party logistics providers by truck and rail. Distribution expense includes third-party freight and warehousing costs, as well as salaries and wages, bonuses, and incentives for our distribution personnel. Selling expense includes salaries and wages, commissions, bonuses, and incentives for our sales personnel, broker fees, and sales-related travel and entertainment expenses.

Marketing Expense

Marketing expense includes salaries and wages for marketing personnel, website costs, advertising costs, costs associated with consumer promotions, influencer and promotional agreements, product samples and sales ads incurred to acquire new customers and consumers, retain existing customers and consumers, and build our brand awareness.

Administrative Expense

Administrative expense includes salaries, wages, and bonuses for our management and general administrative personnel, research and development costs, depreciation of non-manufacturing property and equipment, professional fees to service providers including accounting and legal, costs associated with the implementation and utilization of our new enterprise resource planning system, insurance, and other operating expenses.

Non-Controlling Interest

As the sole managing member of RGF, The Real Good Food Company, Inc. operates and controls all of the business and affairs of RGF. Although it has a minority economic interest in RGF, The Real Good Food Company, Inc. has a majority voting interest in, and control the management of, RGF. Accordingly, it consolidates the financial results of RGF and reports a non-controlling interest on its consolidated statements of operations, representing the portion of net income or loss attributable to the other members of RGF. The ownership percentages during the period are used to calculate the net income or loss attributable to The Real Good Food Company, Inc. and the non-controlling interest holders.

Segment Overview

Our chief operating decision maker, who is our Chief Executive Officer, reviews financial information on an aggregate basis for purposes of allocating resources and evaluating financial performance, as well as for strategic operational decisions and managing the organization. For the periods presented, we have determined that we have one operating segment and one reportable segment. In addition, all of our assets are located within the U.S.

Seasonality

We experience mild seasonal earning characteristics, predominantly with products that experience lower sales volume in warm-weather months. For example, our bacon wrapped stuffed chicken experiences seasonal softness during months that consumers prefer to grill outdoors instead of preparing microwaveable meals. In addition, similar to other H&W brands, the highest percentage of our net sales tends to occur in the first and second quarters of the calendar year, when consumers are more likely to seek H&W brands. Further, certain of the ingredients we process, such as cauliflower and artichoke hearts, are agricultural crops with seasonal production cycles. These seasonal earning characteristics have not historically had a material impact on our net sales primarily due to the timing and strong growth of our total distribution points. The bulk of our distribution point gains are a function of retailer shelf-resets, which tend to occur during the third and fourth quarters of the calendar year, which helps to support year-round performance across our product offerings. As our business continues to grow, we expect the impact from seasonality to increase over time, with net sales growth occurring predominantly in the first and second quarters.

 

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Results of Operations — Comparison of the Three months ended September 30, 2023 and 2022

The following table details the results of our operations for the three months ended September 30, 2023 and 2022 (dollars in thousands):

 

     THREE MONTHS ENDED
SEPTEMBER 30,		                
     2023      2022      $ Change      % Change  

Net sales

    $ 55,565      $ 37,550      $ 18,015        48.0 % 

Cost of sales

      43,977        35,782        8,195        22.9 % 
  

 

 

     

 

 

     

 

 

     

 

 

  

Gross profit

      11,588        1,768        9,820        555.4 % 
  

 

 

     

 

 

     

 

 

     

 

 

  

Operating expenses:

            

Selling and distribution

      8,022        4,615        3,407        73.8 % 

Marketing

      2,308        1,659        649        39.1 % 

Administrative

      10,122        6,142        3,980        64.8 % 
  

 

 

     

 

 

     

 

 

     

 

 

  

Total operating expenses

      20,452        12,416        8,036        64.7 % 
  

 

 

     

 

 

     

 

 

     

 

 

  

Loss from operations

      (8,864 )       (10,648 )       1,784        -16.8 % 

Interest expense

      4,257        2,469        1,788     

Other income

      —          —          —       
  

 

 

     

 

 

     

 

 

     

 

 

  

Loss before income taxes

      (13,121 )       (13,117 )       (4 )       0.0 % 
  

 

 

     

 

 

     

 

 

     

 

 

  

Income tax expense

      —          —          —       
  

 

 

     

 

 

     

 

 

     

 

 

  

Net Loss

    $ (13,121 )     $ (13,117 )     $ (4 )       0.0 % 

Less: net loss attributable to non-controlling interest

      (8,685 )       (9,969 )       
  

 

 

     

 

 

        

Net loss attributable to The Real Good Food Company, Inc.

    $ (4,436 )     $ (3,148 )       
  

 

 

     

 

 

        

Net Sales

Net sales for the three months ended September 30, 2023, increased $18.0 million, or 48.0%, to $55.6 million compared to $37.6 million for the prior year period. This increase was primarily due to increases in new distribution points and to a lesser extent an increase in units sold in existing distribution points.

Cost of Sales

Cost of sales increased approximately $8.2 million, or 22.9%, to $44.0 million during the three months ended September 30, 2023 compared to $35.8 million for the prior year period. This increase was primarily due to the increase in the sales volume of our products, offset in part, by increases in efficiency in our Bolingbrook plant and to a lesser extent decreases in certain raw material costs despite a spike in chicken costs experienced during the quarter. We expect the efficiencies in our Bolingbrook plant to continue to increase beyond the quarter ended September 30, 2023. Additionally, with the exception of the cost of chicken, we expect certain raw material costs to continue to be lower for the remainder of 2023 relative to the prior year.

Gross Profit

Gross profit increased $9.8 million to $11.6 million for the three months ended September 30, 2023, compared to $1.8 million for the prior year period. This increase is due to the increase in sales as well as decreases in certain manufacturing and raw material costs described above.

 

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Table of Contents

Operating Expenses

Selling and Distribution Expense

The following table sets forth our selling and distribution expense for the periods indicated (dollar amounts in thousands):

 

`    THREE MONTHS ENDED
SEPTEMBER 30,		               
     2023     2022     $ change      % Change  

Selling and distribution

    $ 8,022     $ 4,615     $ 3,407        73.8 % 

Percentage of net sales

      14.4 %      12.3 %         2.1 % 

Selling and distribution expense increased $3.4 million for the three months ended September 30, 2023, as compared to the prior year period. Selling and distribution expense increased 2.1% as a percentage of sales primarily due to inefficiencies experienced during the 2023 quarter, which related to our recent logistics consolidation initiative, as we continued the transitioning of additional customers to our new carrier network. We expect these costs to stabilize and decrease as a percentage of sales in the fourth quarter of 2023 and beyond.

Marketing Expense

The following table sets forth our marketing expense for the periods indicated (dollar amounts in thousands):

 

     THREE MONTHS ENDED
SEPTEMBER 30,		               
     2023     2022     $ change      % Change  

Marketing

    $ 2,308     $ 1,659     $ 649        39.1 % 

Percentage of net sales

      4.2 %      4.4 %         -0.3 % 

Marketing expense increased $0.6 million during the three months ended September 30, 2023, as compared to the prior year period. Marketing expense relates primarily to advertising and promotional costs we incur to increase household awareness of our brand as well as support our sales growth. Increases during the quarter compared to the same period last year occurred primarily due to certain in store promotional events to support our new product launches.

Administrative Expense

The following table sets forth our administrative expense for the periods indicated (dollar amounts in thousands):

 

     THREE MONTHS ENDED
SEPTEMBER 30,		               
     2023     2022     $ change      % Change  

Administrative

    $ 10,122     $ 6,142     $ 3,980        64.8 % 

Percentage of net sales

      18.2 %      16.4 %         1.9 % 

Administrative expense increased $4.0 million, or 64.8% during the three months ended September 30, 2023, as compared to the prior year period. This increase was primarily driven by research and development costs to support new product development for 2023 and beyond, and to a lesser extent increases in equity compensation expenses incurred during the period.

Loss from Operations

As a result of the foregoing, loss from operations decreased $1.8 million, or 16.8% to $8.9 million for the three months ended September 30, 2023, compared to a loss from operations of $10.6 million for the prior year period. Loss from operations as a percentage of sales was (16.0)% for the current period, compared to (28.4)% for the prior year period.

Interest Expense

Interest expense increased $1.8 million to $4.3 million during the three months ended September 30, 2023, as compared to $2.5 million for the prior year period. The increase in interest expense during the 2023 period was primarily due to having higher levels of debt as well as an increase in interest rates during the three months ended September 30, 2023 as compared to the prior year period.

 

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Table of Contents

Net Loss

As a result of the foregoing, our net loss was $13.1 million for both the three months ended September 30, 2023 and September 30, 2022.

Results of Operations — Comparison of the Nine months ended September 30, 2023 and 2022

The following table details the results of our operations for the nine months ended September 30, 2023 and 2022 (dollars in thousands):

 

     NINE MONTHS ENDED
SEPTEMBER 30,		                
     2023      2022      $ Change      % Change  

Net sales

    $ 120,726      $ 105,935      $ 14,791        14.0 % 

Cost of sales

      99,338        97,569        1,769        1.8 % 
  

 

 

     

 

 

     

 

 

     

 

 

  

Gross profit

      21,388        8,366        13,022        155.7 % 
  

 

 

     

 

 

     

 

 

     

 

 

  

Operating expenses:

            

Selling and distribution

      18,116        14,851        3,265        22.0 % 

Marketing

      5,451        4,617        834        18.1 % 

Administrative

      28,065        18,009        10,056        55.8 % 
  

 

 

     

 

 

     

 

 

     

 

 

  

Total operating expenses

      51,632        37,477        14,155        37.8 % 
  

 

 

     

 

 

     

 

 

     

 

 

  

Loss from operations

      (30,244 )       (29,111 )       (1,133 )       3.9 % 

Interest expense

      11,488        4,650        6,838        147.1 % 

Other income

      (348 )       —          (348 )    
  

 

 

     

 

 

     

 

 

     

 

 

  

Loss before income taxes

      (41,384 )       (33,761 )       (7,623 )       22.6 % 
  

 

 

     

 

 

     

 

 

     

Income tax expense

      —          —          —       
  

 

 

     

 

 

     

 

 

     

 

 

  

Net Loss

    $ (41,384 )     $ (33,761 )     $ (7,623 )       22.6 % 

Less: net loss attributable to non-controlling interest

      (29,082 )       (25,659 )       
  

 

 

     

 

 

        

Net loss attributable to The Real Good Food Company, Inc.

    $ (12,302 )     $ (8,102 )       
  

 

 

     

 

 

        

Net Sales

Net sales for the nine months ended September 30, 2023, increased $14.8 million, or 14.0%, to $120.7 million compared to $105.9 million for the prior year period. This increase was primarily due to an increase in in units sold to our existing distribution points, and to a lesser extent sales to new distribution points, offset, in part, by the timing of certain promotional events, which positively impacted our net sales during 2022, that did not occur to the same extent in the nine months ended September 30, 2023. These promotional events began to be executed during the third quarter of 2023 and are expected to continue in the fourth quarter of 2023.

Cost of Sales

Cost of sales increased approximately $1.8 million, or 1.8%, to $99.3 million during the nine months ended September 30, 2023 compared to $97.6 million for the prior year period. This increase was due to the increases in our sales volume during the period, offset with decreases in certain raw material costs and gains in production efficiency during the nine months ended September 30, 2023. We expect these increases in production efficiency and lower raw material costs to continue to through the end of 2023 relative to the prior year. In addition, we experienced decreases in formulation costs during the nine months ended September 30, 2023. Cost of sales as a percentage of net sales was 82% and 92% for the nine months ended September 30, 2023 and 2022, respectively.

Gross Profit

Gross profit increased $13.0 million to $21.4 million for the nine months ended September 30, 2023, compared to $8.4 million for the prior year period. This increase is due to the increase in sales and decrease in cost of sales as a percentage of sales as described above.

 

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Operating Expenses

Selling and Distribution Expense

The following table sets forth our selling and distribution expense for the periods indicated (dollar amounts in thousands):

 

     NINE MONTHS ENDED
SEPTEMBER 30,		               
     2023     2022     $ change      % Change  

Selling and distribution

    $ 18,116     $ 14,851     $ 3,265        22.0 % 

Percentage of net sales

      15.0 %      14.0 %         1.0 % 

Selling and distribution expense increased $3.3 million for the nine months ended September 30, 2023, as compared to the prior year period. Selling and distribution expense increased as a percentage of net sales due to inefficiencies experienced during the third quarter of 2023, which related to our recent logistics consolidation initiative, as we continued the transitioning of additional customers to our new carrier network. We expect these costs to stabilize and decrease as a percentage of sales in the fourth quarter of 2023 and beyond.

Marketing Expense

The following table sets forth our marketing expense for the periods indicated (dollar amounts in thousands):

 

     NINE MONTHS ENDED
SEPTEMBER 30,		               
     2023     2022     $ change      % Change  

Marketing

    $ 5,451     $ 4,617     $ 834        18.1 % 

Percentage of net sales

      4.5 %      4.4 %         0.2 % 

Marketing expense increased $0.8 million during the nine months ended September 30, 2023, as compared to the prior year period. Marketing expense relates primarily to advertising and promotional costs we incur to increase household awareness of our brand as well as support our sales growth. Increases during the period compared to the same period last year occurred primarily due to certain in store promotional events to support new product offerings.

Administrative Expense

The following table sets forth our administrative expense for the periods indicated (dollar amounts in thousands):

 

     NINE MONTHS ENDED
SEPTEMBER 30,		               
     2023     2022     $ change      % Change  

Administrative

    $ 28,065     $ 18,009     $ 10,056        55.8 % 

Percentage of net sales

      23.2 %      17.0 %         6.2 % 

Administrative expense increased $10.1 million, or 55.8% during the nine months ended September 30, 2023, as compared to the prior year period. This increase was primarily driven by research and development costs, which increased approximately $9.0 million during 2023, to support new product development for 2023 and beyond, and to a lesser extent increases in equity compensation expenses incurred during the period.

Loss from Operations

As a result of the foregoing, loss from operations increased $1.1 million, or 3.9% to $30.2 million for the nine months ended September 30, 2023, compared to a loss from operations of $29.1 million for the prior year period. Loss from operations as a percentage of sales was (25.1)% for the current period, compared to (27.5)% for the prior year period.

Interest Expense

Interest expense increased $6.8 million to $11.5 million during the nine months ended September 30, 2023, as compared to $4.7 million for the prior year period. The increase in interest expense during the 2023 period was primarily due to having higher levels of debt as well as an increase in interest rates during the nine months ended September 30, 2023 as compared to the prior year period.

Other Income

Other income recognized during the nine months ended September 30, 2023 related entirely to certain government payments related to the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), which was granted to certain companies who did not decrease their workforce during the pandemic. There were no amounts recognized related to Other Income during the prior year period.

 

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Net Loss

As a result of the foregoing, our net loss increased $7.6 million, or 22.6%, to $41.4 million during the nine months ended September 30, 2023, compared to a net loss of $33.8 million for the prior year period.

Liquidity and Capital Resources

Our primary uses of cash are to fund working capital, operating expenses, promotional activities, debt service and capital expenditures related to our manufacturing facilities. Since our inception, we have dedicated substantially all of our resources to the commercialization of our products, the development of our brand and social media presence, and the growth of our operational infrastructure. Historically, we have financed our operations primarily through issuances of equity and debt securities and borrowings under our credit agreements and, to a lesser extent, through cash flows from our operations.

On February 28, 2023, we amended our debt agreement with PMC to, among other things i) decrease the outstanding balance of the Company’s revolving credit facility by $10.0 million, resulting in an increase in availability by $10.0 million, which was achieved by converting $10.0 million of the revolving credit facility balance to a term loan increasing the term loan balance to $20.0 million at the date of the amendment, (ii) change the definition of “Borrowing Base” to allow for borrowing up to 85% of the value of the eligible assets which comprise the Borrowing Base (not to exceed $75.0 million in borrowing in the aggregate) and (iii) consolidate equipment loans for both the revolving Capex Line and termed portion, to one $8.1 million term loan, which commenced on February 28, 2023 and matures on August 31, 2028. During July 2023, we further amended our debt agreement with PMC to allow for an additional $5.0 million in borrowing on our revolving credit facility. On October 17, 2023, we completed a registered public offering (the “Offering”) which resulted in the issuance of 7,803,572 shares of our Class A common stock (inclusive of 1,017,857 shares issued in connection with the exercise of the underwriters’ over-allotment option) at a share price of $2.10. As a result of the Offering we received net proceeds of $15.4 million, after underwriters discount and fees, and incurred fees related to the Offering of approximately $0.7 million. The proceeds received from this offering are available for general corporate purposes.

As of September 30, 2023, we had $2.0 million in cash (which includes restricted cash of $1.9 million), current debt obligations of $2.0 million, and long-term debt obligations of $106.3 million. We believe that our cash on-hand and cash received from operations, together with borrowing capacity under our credit facilities, which increased as a result of the cash received in connection with the Offering, will provide sufficient financial flexibility to meet working capital requirements and to fund capital expenditures and debt service requirements for the remainder of 2023 as well as the foreseeable future. We expect to make future capital expenditures of approximately $1.0 million to $2.0 million in connection with the enhancement of our current production capabilities during the remainder of 2023.

Cash Flows

The following table summarizes our cash flows for the periods indicated (in thousands):

 

     September 30,  
     2023      2022  

(In thousands)

      

Net cash used in operating activities

    $ (28,865 )     $ (49,512 ) 

Net cash used in investing activities

      (1,740 )       (3,737 ) 

Net cash provided by (used in) financing activities

      25,021        28,857  
  

 

 

     

 

 

  

Net decrease in cash and restricted cash

      (5,584 )       (24,392 ) 
  

 

 

     

 

 

  

Cash and cash equivalents at end of period

    $ 2,013      $ 5,353  
  

 

 

     

 

 

  

Net Cash Used in Operating Activities

Net cash used in operating activities was $28.9 million during the nine months ended September 30, 2023, as compared to net cash used in operating activities of $49.5 million for the nine months ended September 30, 2022. The decrease in net cash used in operating activities is primarily due to decreases in cash flows related to accounts payable and accrued expenses, offset, in part, by increases in cash flows related to our prepaid and other assets. The increase in cash flows related to our accounts payable is largely due to more favorable payment terms experienced during the nine months ended September 30, 2023, as compared to the prior year period.

 

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Net Cash Used in Investing Activities

During the nine months September 30, 2023 and 2022, net cash used in investing activities was approximately $1.7 million and $3.7 million, respectively. Cash used in investing activities during the nine months ended September 30, 2023 was related to equipment purchased for our manufacturing facilities. Our capital expenditures during the nine months ended September 30, 2022 were primarily related to equipment for our Bolingbrook facility, necessary to bring the facility fully into full operations.

Net Cash Provided by Financing Activities

Net cash provided by financing activities totaled to approximately $25.0 million during the nine months ended September 30, 2023, as compared to net cash provided by financing activities of $28.9 million during the same period last year. This decrease was primarily due to an increase in payments related to finance leases during 2023, as well as a decrease in net borrowings on our revolving credit facility.

Contractual Obligations

As of September 30, 2023, there were no material changes in payments due under contractual obligations from those disclosed in our Annual Report.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

New Accounting Standards

For discussion of new accounting standards, see Note 2, “Summary of Significant Accounting Policies and New Accounting Standards,” in Part I, Item 1, of this Quarterly Report.

Critical Accounting Policies and Estimates

There were no material changes to the critical accounting policies and estimates as disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report contains forward-looking statements which are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of the Company about future events and are therefore subject to risks and uncertainties. All statements other than statements of historical or current fact included in this report are forward-looking statements. Forward-looking statements discuss our current expectations and projections relating to our financial condition, results of operations, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “aim,” “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “outlook,” “potential,” “project,” “projection,” “plan,” “intend,” “seek,” “may,” “could,” “would,” “will,” “should,” “can,” “can have,” “likely,” the negatives thereof and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events. For example, all statements we make relating to our expected net sales, cost of sales, expenditures, cash flows, growth rates and financial results, our plans and objectives for future operations, growth or initiatives, or strategies are forward-looking statements. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected. Such statements are based on certain key assumptions, which could cause actual results to differ materially from those projected or implied in any forward-looking statements. For additional information of the risks and uncertainties that may impact our forward-looking statements, refer to the section entitled “Risk Factors” in our Annual Report.

 

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and are not required to provide the information under this item.

 

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Item 4.

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We are required to maintain “disclosure controls and procedures” as such term is defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act. In designing and evaluating our disclosure controls and procedures, our management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

During the three months ended September 30, 2023, an evaluation was carried out under the supervision and with the participation of the Company’s management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-5(e) and 15d-15(e) under the Exchange Act).

Based upon this evaluation as of September 30, 2023, our Chief Executive Officer and Chief Financial Officer each concluded that, as of the end of such period, our disclosure controls and controls over financial reporting were not effective. This determination is based on the previously reported material weakness management identified as part of our fiscal year 2022 assessment (See Item 9A in our Annual Report on Form 10-K, filed on March 31, 2023). We are in the process of remediating the material weakness in our internal controls over financial reporting and disclosure controls, as described below. We believe the completion of these processes should remedy the material weakness. We will continue to monitor these issues.

Remediation Efforts to Address Material Weakness

As previously disclosed in Item 9A in our Annual Report on Form 10-K, filed on March 31, 2023, in response to the material weaknesses identified during our 2022 year-end assessment described above, we have hired and anticipate to continue to hire additional resources during this fiscal year, which we believe will help remediate certain weaknesses previously identified. In addition, we are in the process of implementing a new ERP system to address weaknesses identified with regards to our current accounting system. Although it is our intent to complete this process within sufficient time to remediate the material weakness by the end of 2023, we may encounter certain delays in the implementation of our new ERP system as well as face certain challenges with regards to having sufficient resources in place in the requisite time, and as such cannot provide any assurance regarding when these efforts will be complete.

Changes in Internal Control over Financial Reporting

Except for the changes described above there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting during the three months ended September 30, 2023.

PART II - OTHER INFORMATION

 

Item 1.

Legal Proceedings

Information required by this Item is incorporated herein by reference to Note 12 to the Financial Statements, Commitments and Contingencies, in Part I, Item 1, of this Quarterly Report.

 

Item 1A.

Risk Factors

In addition to the other information set forth in this Quarterly Report, you should carefully consider the factors discussed in the section entitled “Risk Factors” in our Annual Report, which could materially affect our business, financial condition or future results.

There were no material changes in the Company’s risk factors from the risks disclosed in the Annual Report.

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

None.

 

Item 3.

Defaults Upon Senior Securities

None.

 

Item 4.

Mine Safety Disclosures

Not applicable.

 

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Item 5.

Other Information

Not applicable.

 

Item 6.

Exhibits

 

Exhibit

No.

   

Description of Exhibit

10.1    Amendment Number Twenty Five dated as of July 17, 2023, by and between Real Good Foods, LLC and PMC Financial Services Group, LLC.
10.2*    Amended and Restated 2021 Stock Incentive Plan
31.1*    Certification of Chief Executive Officer, Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*    Certification of Chief Financial Officer, Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32*    Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).
101.INS*    Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
101.SCH*    Inline XBRL Taxonomy Extension Schema Document.
101.CAL*    Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*    Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*    Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*    Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104    Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

 

*

Filed herewith.

 

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SIGNATURES

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 thereunto duly authorized.

 

November 14, 2023     By:  

/s/ Gerard Law

      Gerard Law
      Chief Executive Officer
      (Principal Executive Officer)
November 14, 2023     By:  

/s/ Akshay Jagdale

      Akshay Jagdale
      Chief Financial Officer
      (Principal Financial Officer)

 

31

Exhibit 10.2

2021 AMENDED AND RESTATED STOCK INCENTIVE PLAN

THE REAL GOOD FOOD COMPANY, INC.

THE REAL GOOD FOOD COMPANY, INC.

2021 AMENDED AND RESTATED STOCK INCENTIVE PLAN

As adopted by the Board of Directors on October 11, 2021 August 16, 2023

ARTICLE 1

PURPOSES OF THE PLAN; TERM

1.1 Purposes. The purposes of the Plan are (a) to enhance the Company’s ability to attract and retain the services of qualified employees, officers, directors, consultants and other service providers upon whose judgment, initiative and efforts the successful conduct and development of the Company’s business largely depends and (b) to provide additional incentives to such persons to devote their utmost effort and skill to the advancement and betterment of the Company, by providing them an opportunity to participate in the ownership of the Company and thereby have an interest in the success and increased value of the Company.

1.2 Term. Unless earlier terminated as provided herein, this Plan will become effective on the Effective Date and will terminate on the tenth anniversary of the date this Plan is adopted by the Board.

ARTICLE 2

DEFINITIONS

For purposes of this Plan, terms not otherwise defined herein will have the meanings indicated below:

2.1 “Affiliate” means (i) any entity that, directly or indirectly, is controlled by, controls or is under common control with, the Company and (ii) any entity in which the Company has a significant equity interest, in either case as determined by the Committee, whether now or hereafter existing.

2.2 “Award” means any award granted under the Plan, including any Option, Restricted Stock, Stock Bonus, Stock Appreciation Right, Restricted Stock Unit or Performance Awards.

2.3 “Award Agreement” means, with respect to each Award, the written or electronic agreement between the Company and the Participant setting forth the terms and conditions of the Award, and country-specific appendix thereto for grants to non-U.S. Participants, which will be in substantially a form (which need not be the same for each Participant) that the Committee (or in the case of Award Agreements that are not used for Insiders, the Committee’s delegate(s)) has from time to time approved, and will comply with and be subject to the terms and conditions of this Plan.

2.4 “Award Transfer Program” means any program instituted by the Committee which would provide Participants the opportunity to transfer any outstanding Awards to a financial institution or other person or entity approved by the Committee.

2.5 “Board” means the Board of Directors of the Company.

 

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2.6 “Cause” means a Participant’s termination of Service as a result of (a) any willful, material violation by the Participant of any law or regulation, the Participant’s conviction for or guilty plea to a felony or a crime involving moral turpitude or any willful perpetration by the Participant of a common law fraud; (b) the Participant’s commission of an act of dishonesty which involves personal profit in connection with the Company or any other entity having a business relationship with the Company; (c) any material breach by the Participant of any provision of any agreement or understanding between the Company or any Parent, Subsidiary or Affiliate of the Company and the Participant regarding the terms of the Participant’s Service, including the willful and continued failure or refusal of the Participant to perform the material duties required of such Participant as an Employee, Officer, Director, Non-Employee Director or Consultant of the Company or a Parent, Subsidiary or Affiliate of the Company, other than as a result of having a Disability or a breach of any applicable invention assignment and confidentiality agreement or similar agreement between the Company or a Parent, Subsidiary or Affiliate of the Company and the Participant; (d) Participant’s disregard of the policies of the Company or any Parent, Subsidiary or Affiliate of the Company so as to cause loss, damage or injury to the property, reputation or employees of the Company or a Parent, Subsidiary or Affiliate of the Company or (e) any other misconduct by the Participant which is materially injurious to the financial condition or business reputation of or is otherwise materially injurious to the Company or a Parent, Subsidiary or Affiliate of the Company. The determination as to whether a Participant is being terminated for Cause will be made in good faith by the Company and will be final and binding on the Participant. The foregoing definition does not in any way limit the Company’s ability to terminate a Participant’s employment or consulting relationship at any time as provided in Section 13.12, and the term “Company” will be interpreted to include any Affiliate, Subsidiary or Parent, as appropriate. Notwithstanding the foregoing, the definition of “Cause” may, in part or in whole, be modified or replaced in each individual employment agreement or Award Agreement with any Participant, provided that such document supersedes the definition provided in this Section 2.6.

2.7 “Class A Common Stock” means the Class A Common Stock, par value $0.0001 per share, of the Company.

2.8 “Code” means the United States Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder.

2.9 “Committee” means the Compensation Committee of the Board or those persons to whom administration of the Plan or part of the Plan has been delegated as permitted by law.

2.10 “Company” means The Real Good Food Company, Inc. or any successor corporation.

2.11 “Consultant” means any natural person, including an advisor or independent contractor, engaged by the Company or a Parent, Subsidiary or Affiliate to render services to such entity.

2.12 “Corporate Transaction” means the occurrence of any of the following events: (a) any “Person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the total voting power represented by the Company’s then-outstanding voting securities; provided, however, that for purposes of this clause (a) the acquisition of additional securities by any one Person who is considered to own more than fifty percent (50%) of the total voting power of the securities of the Company will not be considered a Corporate Transaction; (b) the consummation of the sale or disposition by the Company of all or substantially all of the Company’s assets; (c) the consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation; (d) any other transaction to which Section 424(a) of the Code applies wherein the stockholders of the Company give up all of

 

A-2

their equity interest in the Company (except for the acquisition, sale or transfer of all or substantially all of the outstanding shares of the Company) or (e) a change in the effective control of the Company that occurs on the date that a majority of members of the Board is replaced during any twelve (12) month period by members of the Board whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election; provided, however, that for purposes of this clause (e), if any Person is considered to be in effective control of the Company, the acquisition of additional control of the Company by the same Person will not be considered a Corporate Transaction. For purposes of this definition, Persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock or similar business transaction with the Company. Notwithstanding the foregoing, to the extent that any amount constituting deferred compensation (as defined in Section 409A of the Code) would become payable under this Plan by reason of a Corporate Transaction, such amount will become payable only if the event constituting a Corporate Transaction would also qualify as a change in ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company, each as defined within the meaning of Code Section 409A, as it has been and may be amended from time to time, and any proposed or final Treasury Regulations and IRS guidance that has been promulgated or may be promulgated thereunder from time to time.

2.13 “Director” means a member of the Board.

2.14 “Disability” means in the case of incentive stock options, total and permanent disability as defined in Section 22(e)(3) of the Code and in the case of other Awards, that the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months.

2.15 “Dividend Equivalent Right” means the right of a Participant, granted at the discretion of the Committee or as otherwise provided by the Plan, to receive credits for the account of such Participant, which credits are equivalent to the cash, stock or other property dividends that would have been payable to Participant in respect of each Share represented by an Award held by such Participant if Participant owned such Share.

2.16 “Effective Date” means the business day immediately prior to the IPO Effective Date.

2.17 “Employee” means any person, including Officers and Directors, providing services as an employee to the Company or any Parent, Subsidiary or Affiliate. Neither service as a Director nor payment of a director’s fee by the Company will be sufficient to constitute “employment” by the Company.

2.18 “Exchange Act” means the United States Securities Exchange Act of 1934, as amended.

2.19 “Exchange Program” means a program pursuant to which (a) outstanding Awards are surrendered, cancelled or exchanged for cash, the same type of Award or a different Award (or combination thereof) or (b) the exercise price of an outstanding Award is increased or reduced.

2.20 “Exercise Price” means, with respect to an Option, the price at which a holder may purchase the Shares issuable upon exercise of an Option and with respect to a SAR, the price at which the SAR is granted to the holder thereof.

2.21 “Fair Market Value” means, as of any date, the value of a share of the Company’s Class A Common Stock determined as follows: (a) if such Class A Common Stock is publicly traded and is then listed on a national securities exchange, its closing price on the date of determination on the principal national securities exchange on which the Class A Common Stock is listed or admitted to trading as reported in The Wall Street Journal or such other source as the Committee deems reliable or if there is no closing price for such date, the determination shall be made by reference to the last date preceding such date for which there is a closing price; (b) if such Class A

 

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Common Stock is publicly traded but is neither listed nor admitted to trading on a national securities exchange, the average of the closing bid and asked prices on the date of determination as reported in The Wall Street Journal or such other source as the Committee deems reliable or if there is no closing price for such date, the determination shall be made by reference to the last date preceding such date for which there is a closing price; or (c) if none of the foregoing is applicable, by the Board or the Committee in good faith using any reasonable method of evaluation in a manner consistent with the valuation principles under Section 409A of the Code, which determination shall be conclusive and binding on all interested parties.

2.22 “Insider” means an officer or director of the Company or any other person whose transactions in the Company’s Class A Common Stock are subject to Section 16 of the Exchange Act.

2.23 “IPO Effective Date” means the date on which the underwritten initial public offering of the Company’s Class A Common Stock pursuant to a registration statement is declared effective by the SEC.

2.24 “IRS” means the United States Internal Revenue Service.

2.25 “Non-Employee Director” means a Director who is not an Employee of the Company or any Parent or Subsidiary.

2.26 “Option” means an award of an option to purchase Shares pursuant to Article 4 or Article 10.

2.27 “Parent” means any corporation (other than the Company) in an unbroken chain of corporations ending with the Company if each of such corporations other than the Company owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

2.28 “Participant” means a person who holds an Award under this Plan.

2.29 “Performance Award” means an award of cash or stock granted pursuant to Article 9 or Article 10.

2.30 “Performance Factors” means any of the factors selected by the Committee and specified in an Award Agreement, which may include, without limitation, any of the following objective measures, either individually, alternatively or in any combination, applied to the Company as a whole or any business unit or Subsidiary, either individually, alternatively or in any combination, on a GAAP or non-GAAP basis, and measured, to the extent applicable on an absolute basis or relative to a pre-established target, to determine whether the performance goals established by the Committee with respect to applicable Awards have been satisfied: (a) profit before tax; (b) billings; (c) revenue; (d) net revenue; (e) earnings (which may include earnings before interest and taxes, earnings before taxes and net earnings); (f) operating income; (g) operating margin; (h) operating profit; (i) controllable operating profit; (j) net operating profit; (k) net profit; (l) gross margin; (m) operating expenses or operating expenses as a percentage of revenue; (n) net income; (o) earnings per share; (p) total stockholder return; (q) market share; (r) return on assets or net assets; (s) the Company’s stock price; (t) growth in stockholder value relative to a pre-determined index; (u) return on equity; (v) return on invested capital; (w) cash flow (including free cash flow or operating cash flows); (x) cash conversion cycle; (y) economic value added; (z) individual confidential business objectives; (aa) contract awards or backlog; (bb) overhead or other expense reduction; (cc) credit rating; (dd) strategic plan development and implementation; (ee) succession plan development and implementation; (ff) improvement in workforce diversity; (gg) customer indicators; (hh) new product invention or innovation; (ii) attainment of research and development milestones; (jj) improvements in productivity; (kk) bookings; (ll) attainment of objective operating goals and employee metrics and (mm) any other metric that is capable of measurement as determined by the Committee. The Committee may, in recognition of unusual or non-recurring items such as acquisition-related activities or changes in applicable accounting rules, provide for one or more reasonable adjustments to the Performance Factors to preserve the Committee’s original intent regarding the Performance Factors at the time of the initial award grant. It is within the sole discretion of the Committee to make or not make any such adjustments.

 

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2.31 “Performance Period” means the period of service determined by the Committee during which period of service or performance is to be measured for the Award.

2.32 “Performance Share” means an Award granted pursuant to Article 9 or Article 10.

2.33 “Permitted Transferee” means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law (including adoptive relationships) of the Employee, any person sharing the Employee’s household (other than a tenant or employee), a trust in which these persons (or the Employee) have more than 50% of the beneficial interest, a foundation in which these persons (or the Employee) control the management of assets, and any other entity in which these persons (or the Employee) own more than 50% of the voting interests.

2.34 “Plan” means this The Real Good Food Company, Inc. 2021 Stock Incentive Plan.

2.35 “Purchase Price” means the price to be paid for Shares acquired under the Plan, other than Shares acquired upon exercise of an Option or SAR.

2.36 “Restricted Stock Award” means an award of Shares pursuant to Article 5 or Article 10 or issued pursuant to the early exercise of an Option.

2.37 “Restricted Stock Unit” means an Award granted pursuant to Article 8 or Article 10.

2.38 “SEC” means the United States Securities and Exchange Commission.

2.39 “Securities Act” means the United States Securities Act of 1933, as amended.

2.40 “Service” means service as an Employee, Consultant, Director or Non-Employee Director, to the Company or a Parent, Subsidiary or Affiliate, subject to such further limitations as may be set forth in the Plan or the applicable Award Agreement. An Employee will not be deemed to have ceased to provide Service in the case of (a) sick leave; (b) military leave or (c) any other leave of absence approved by the Company; provided, that such leave is for a period of not more than 90 days (x) unless reemployment upon the expiration of such leave is guaranteed by contract or statute or (y) unless provided otherwise pursuant to formal policy adopted from time to time by the Company and issued and promulgated to employees in writing. In the case of any Employee on an approved leave of absence or a reduction in hours worked (for illustrative purposes only, a change in schedule from that of full-time to part-time), the Committee may make such provisions respecting suspension of or modification of vesting of the Award while on leave from the employ of the Company or a Parent, Subsidiary or Affiliate or during such change in working hours as it may deem appropriate, except that in no event may an Award be exercised after the expiration of the term set forth in the applicable Award Agreement. In the event of military leave, if required by applicable laws, vesting will continue for the longest period that vesting continues under any other statutory or Company approved leave of absence and, upon a Participant’s returning from military leave (under conditions that would entitle him or her to protection upon such return under the Uniform Services Employment and Reemployment Rights Act), he or she will be given vesting credit with respect to Awards to the same extent as would have applied had the Participant continued to provide services to the Company throughout the leave on the same terms as he or she was providing Services immediately prior to such leave. An employee will have terminated employment as of the date he or she ceases to provide services (regardless of whether the termination is in breach of local employment laws or is later found to be invalid) and employment will not be extended by any notice period or garden leave mandated by local law, provided however, that a change in status from an employee to a consultant or advisor will not terminate the service provider’s Service, unless determined by the Committee, in its discretion. The Committee will have sole discretion to determine whether a Participant has ceased to provide Services and the effective date on which the Participant ceased to provide Services.

 

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2.41 “Shares” means shares of the Company’s Class A Common Stock and the Class A Common Stock of any successor entity.

2.42 “Stock Appreciation Right” means an Award granted pursuant to Article 7 or Article 10.

2.43 “Stock Bonus” means an Award granted pursuant to Article 6 or Article 10.

2.44 “Subsidiary” means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company if each of the corporations other than the last corporation in the unbroken chain owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

2.45 “Treasury Regulations” means regulations promulgated by the United States Treasury Department.

2.46 “Unvested Shares” means Shares that have not yet vested or are subject to a right of repurchase in favor of the Company (or any successor thereto).

ARTICLE 3

PLAN SHARES

3.1 Number of Shares Available. Subject to Sections 3.4 and 3.6 and Article 12 and any other applicable provisions hereof, the total number of Shares reserved and available for issuance pursuant to this Plan as of the date of adoption of the Plan by the Board, is Three Million Three Hundred Thousand (3,300,000) Shares (the “Initial Limit”). Four Million Eight Hundred Thousand (4,800,000).

3.2 Lapsed, Returned Awards. Shares underlying Awards will again be available for issuance in connection with subsequent Awards under this Plan to the extent such Awards are forfeited, canceled, held back upon exercise of an Option or settlement of an Award to cover the Exercise Price or tax withholding, reacquired by the Company prior to vesting, satisfied without the issuance of Shares or otherwise terminated (other than by exercise), but only to the extent permitted under Section 422 of the Code and the regulations thereunder may such Shares be issued as an ISO. Awards that may be settled solely in cash shall not be counted against the share reserve, nor shall they reduce the Shares authorize for grant to a Participant in any calendar year.

3.3 Automatic Share Reserve Increase. The Initial Limit shall be increased starting on January 1, 2022 and on each January 1 thereafter, by the lesser of (a) 2.0% of the number of outstanding Shares as of December 31 of the preceding calendar year and (b) such lesser number of Shares determined by the Board.

3.4 Limitations; Eligibility. No more than Three Million Three Hundred Thousand (3,300,000) Shares will be issued pursuant to the exercise of ISOs. ISOs may be granted only to Employees. All other Awards may be granted to Employees, Consultants, Directors and Non-Employee Directors; provided such Consultants, Directors and Non-Employee Directors render bona fide services not in connection with the offer and sale of securities in a capital-raising transaction.

3.5 Adjustment of Shares. If, after the Effective Date, the number of outstanding Shares is changed by a stock dividend, extraordinary dividends or distributions (whether in cash, shares or other property, other than a regular cash dividend), recapitalization, stock split, reverse stock split, subdivision, combination, reclassification, spin-off or similar change in the capital structure of the Company, then (a) the number of Shares reserved for issuance and future grant under the Plan set forth in Section 3.1, (b) the Exercise Prices of and number of Shares subject to outstanding Options and SARs; (c) the number of Shares subject to other outstanding Awards; (d) the

 

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maximum number of shares that may be issued as ISOs or other Awards set forth in Section 3.5; (e) the maximum number of Shares that may be issued to an individual or to a new Employee in any one calendar year set forth in Section 3.5 and (f) the number of Shares that may be granted as Awards to Non-Employee Directors as set forth in Article 10, will be proportionately adjusted, subject to any required action by the Board or the stockholders of the Company and in compliance with applicable securities laws, provided that fractions of a Share will not be issued. The Committee may also make equitable or proportionate adjustments in the number of shares subject to outstanding Awards and the Exercise Price and the terms of outstanding Awards to take into consideration cash dividends paid other than in the ordinary course or any other extraordinary corporate event. The adjustment by the Committee shall be final, binding and conclusive.

ARTICLE 4

OPTIONS

4.1 Options. An Option is the right but not the obligation to purchase a Share, subject to certain conditions, if applicable. The Committee may grant Options to eligible Employees, Consultants and Directors and will determine whether such Options will be Incentive Stock Options within the meaning of the Code (“ISOs”) or Nonqualified Stock Options (“NSOs”), the number of Shares subject to the Option, the Exercise Price of the Option, the period during which the Option may vest and be exercised, and all other terms and conditions of the Option, subject to the following terms of this Article 4.

4.2 Option Grant. Each Option granted under this Plan will identify the Option as an ISO or an NSO. To the extent that any Option does not qualify as an ISO, it shall be deemed a NSO. An Option may be, but need not be, awarded upon satisfaction of such Performance Factors during any Performance Period as are set out in advance in the Participant’s individual Award Agreement. If the Option is being earned upon the satisfaction of Performance Factors, then the Committee will: (a) determine the nature, length and starting date of any Performance Period for each Option and (b) select from among the Performance Factors to be used to measure the performance, if any. Performance Periods may overlap and Participants may participate simultaneously with respect to Options that are subject to different performance goals and other criteria.

4.3 Date of Grant. The date of grant of an Option will be the date on which the Committee makes the determination to grant such Option or a specified future date. The Award Agreement and a copy of this Plan will be delivered to the Participant within a reasonable time after the granting of the Option.

4.4 Exercise Period. Options may be vested and exercisable within the times or upon the conditions as set forth in the Award Agreement governing such Option; provided, however, that no Option will be exercisable after the expiration of ten (10) years from the date the Option is granted; and provided further that no ISO granted to a person who, at the time the ISO is granted, directly or by attribution owns more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or of any Parent or Subsidiary of the Company (“Ten Percent Stockholder”) will be exercisable after the expiration of five (5) years from the date the ISO is granted. The Committee also may provide for Options to become exercisable at one time or from time to time, periodically or otherwise, in such number of Shares or percentage of Shares as the Committee determines. The Committee may at any time accelerate the exercisability of all or any portion of any Option.

4.5 Exercise Price. The Exercise Price of an Option will be determined by the Committee when the Option is granted, provided that (a) the Exercise Price of an Option will be not less than one hundred percent (100%) of the Fair Market Value of the Shares on the date of grant and (b) the Exercise Price of any ISO granted to a Ten Percent Stockholder will not be less than one hundred ten percent (110%) of the Fair Market Value of the Shares on the date of grant. Payment for the Shares purchased must be made in accordance with Section 13.1 and the Award Agreement and in accordance with any procedures established by the Company.

 

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4.6 Method of Exercise. Any Option granted hereunder will be vested and exercisable according to the terms of the Plan and at such times and under such conditions as determined by the Committee and set forth in the Award Agreement. An Option may not be exercised for a fraction of a Share. An Option will be deemed exercised when the Company receives: (a) notice of exercise (in such form as the Committee may specify from time to time) from the person entitled to exercise the Option (and/or via electronic execution through the authorized third party administrator) and (b) full payment for the Shares with respect to which the Option is exercised (together with applicable withholding taxes). Full payment may consist of any consideration and method of payment authorized by the Committee and permitted by the Award Agreement and the Plan. Shares issued upon exercise of an Option will be issued in the name of the Participant. Until the Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder will exist with respect to the Shares, notwithstanding the exercise of the Option. The Company will issue (or cause to be issued) such Shares promptly after the Option is exercised. No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in Section 3.6. Exercising an Option in any manner will decrease the number of Shares thereafter available, both for purposes of the Plan and for sale under the Option, by the number of Shares as to which the Option is exercised.

4.7 Termination of Service. If the Participant’s Service terminates for any reason except for Cause or the Participant’s death or Disability and unless as otherwise set forth in an applicable Award Agreement, then the Participant may exercise such Participant’s Options only to the extent that such Options would have been exercisable by the Participant on the date Participant’s Service terminates no later than three (3) months after the date Participant’s Service terminates (or such shorter or longer time period as may be determined by the Committee, with any exercise beyond three (3) months after the date Participant’s Service terminates deemed to be the exercise of an NSO), but in any event no later than the expiration date of the Options. If the Participant’s Service terminates because of the Participant’s death (or the Participant dies within three (3) months after Participant’s Service terminates other than for Cause or because of the Participant’s Disability), then, unless otherwise set forth in an applicable Award Agreement, the Participant’s Options may be exercised only to the extent that such Options would have been exercisable by the Participant on the date Participant’s Service terminates and must be exercised by the Participant’s legal representative or authorized assignee no later than twelve (12) months after the date Participant’s Service terminates (or such shorter time period or longer time period as may be determined by the Committee), but in any event no later than the expiration date of the Options. If the Participant’s Service terminates because of the Participant’s Disability, then, unless otherwise set forth in an applicable Award Agreement, the Participant’s Options may be exercised only to the extent that such Options would have been exercisable by the Participant on the date Participant’s Service terminates and must be exercised by the Participant (or the Participant’s legal representative or authorized assignee) no later than twelve (12) months after the date Participant’s Service terminates (or such shorter or longer time period as may be determined by the Committee, with any exercise beyond (a) three (3) months after the date Participant’s Service terminates when the termination of Service is for a Disability that is not a “permanent and total disability” as defined in Section 22(e)(3) of the Code or (b) twelve (12) months after the date Participant’s Service terminates when the termination of Service is for a Disability that is a “permanent and total disability” as defined in Section 22(e)(3) of the Code, deemed to be exercise of an NSO), but in any event no later than the expiration date of the Options. If the Participant is terminated for Cause, then, unless otherwise set forth in an applicable Award Agreement, Participant’s Options will expire on such Participant’s date of termination of Service or at such later time and on such conditions as are determined by the Committee, but in any no event later than the expiration date of the Options. Unless otherwise provided in the Award Agreement, Cause will have the meaning set forth in the Plan.

4.8 Limitations on Exercise. The Committee may specify a minimum number of Shares that may be purchased on any exercise of an Option, provided that such minimum number will not prevent any Participant from exercising the Option for the full number of Shares for which it is then exercisable.

 

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4.9 Limitations on ISOs. With respect to Awards granted as ISOs, to the extent that the aggregate Fair Market Value of the Shares with respect to which such ISOs are exercisable for the first time by the Participant during any calendar year (under all plans of the Company and any Parent or Subsidiary) exceeds one hundred thousand dollars ($100,000), such Options will be treated as NSOs. For purposes of this Section 4.9, ISOs will be taken into account in the order in which they were granted. The Fair Market Value of the Shares will be determined as of the time the Option with respect to such Shares is granted. In the event that the Code or the regulations promulgated thereunder are amended after the Effective Date to provide for a different limit on the Fair Market Value of Shares permitted to be subject to ISOs, such different limit will be automatically incorporated herein and will apply to any Options granted after the effective date of such amendment.

4.10 Modification, Extension or Renewal. The Committee may modify, extend or renew outstanding Options and authorize the grant of new Options in substitution therefor, provided that any such action may not, without the written consent of a Participant, impair any of such Participant’s rights under any Option previously granted. Any outstanding ISO that is modified, extended, renewed or otherwise altered will be treated in accordance with Section 424(h) of the Code. Subject to Section 13.9, by written notice to affected Participants, the Committee may reduce the Exercise Price of outstanding Options without the consent of such Participants; provided, however, that the Exercise Price may not be reduced below the Fair Market Value on the date the action is taken to reduce the Exercise Price.

4.11 No Disqualification. Notwithstanding any other provision in this Plan, no term of this Plan relating to ISOs will be interpreted, amended or altered, nor will any discretion or authority granted under this Plan be exercised, so as to disqualify this Plan under Section 422 of the Code or, without the consent of the Participant affected, to disqualify any ISO under Section 422 of the Code.

ARTICLE 5

RESTRICTED STOCK AWARDS

5.1 Restricted Stock Awards. A Restricted Stock Award is an offer by the Company to grant to an eligible Employee, Consultant or Director Shares that are subject to restrictions (“Restricted Stock”). The Committee will determine to whom an offer will be made, the number of Shares the Participant may acquire, the Purchase Price, if any, the restrictions to which the Shares will be subject and all other terms and conditions of the Restricted Stock Award, subject to the Plan.

5.2 Restricted Stock Purchase Agreement. All purchases under a Restricted Stock Award will be evidenced by an Award Agreement. Except as may otherwise be provided in an Award Agreement, a Participant accepts a Restricted Stock Award by signing and delivering to the Company an Award Agreement with full payment of the Purchase Price, within thirty (30) days from the date the Award Agreement was delivered to the Participant. If the Participant does not accept such Award within thirty (30) days, then the offer of such Restricted Stock Award will terminate, unless the Committee determines otherwise.

5.3 Purchase Price. The Purchase Price for a Restricted Stock Award will be determined by the Committee and may be less than Fair Market Value on the date the Restricted Stock Award is granted, including no consideration if determined by the Committee. Payment of the Purchase Price must be made in accordance with Section 13.1, the Award Agreement and any procedures established by the Company.

5.4 Terms of Restricted Stock Awards. Restricted Stock Awards will be subject to such restrictions as the Committee may impose or are required by law. These restrictions may be based on completion of a specified number of years of service with the Company or upon completion of Performance Factors, if any, during any Performance Period as set out in advance in the Participant’s Award Agreement. Prior to the grant of a Restricted Stock Award, the Committee will: (a) determine the nature, length and starting date of any Performance Period for the Restricted Stock Award; (b) select from among the Performance Factors to be used to measure

 

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performance goals, if any, and (c) determine the number of Shares that may be awarded to the Participant. Performance Periods may overlap and a Participant may participate simultaneously with respect to Restricted Stock Awards that are subject to different Performance Periods and have different performance goals and other criteria.

5.5 Termination of Service. Except as may be set forth in the Participant’s Award Agreement, vesting ceases on such date Participant’s Service terminates (unless determined otherwise by the Committee).

ARTICLE 6

STOCK BONUS AWARDS

6.1 Stock Bonus Awards. A Stock Bonus Award is an award to an eligible Employee, Consultant or Director of Shares for Services to be rendered or for past Services already rendered to the Company or any Parent or Subsidiary. All Stock Bonus Awards will be made pursuant to an Award Agreement. No payment from the Participant will be required for Shares awarded pursuant to a Stock Bonus Award.

6.2 Terms of Stock Bonus Awards. The Committee will determine the number of Shares to be awarded to the Participant under a Stock Bonus Award and any restrictions thereon. These restrictions may be based upon completion of a specified number of years of service with the Company or upon satisfaction of performance goals based on Performance Factors during any Performance Period as set out in advance in the Participant’s Stock Bonus Agreement. Prior to the grant of any Stock Bonus Award the Committee will: (a) determine the nature, length and starting date of any Performance Period for the Stock Bonus Award, (b) select from among the Performance Factors to be used to measure performance goals and (c) determine the number of Shares that may be awarded to the Participant. Performance Periods may overlap and a Participant may participate simultaneously with respect to Stock Bonus Awards that are subject to different Performance Periods and different performance goals and other criteria.

6.3 Form of Payment to Participant. Payment may be made in the form of cash, whole Shares or a combination thereof, based on the Fair Market Value of the Shares earned under a Stock Bonus Award on the date of payment, as determined in the sole discretion of the Committee.

6.4 Termination of Service. Except as may be set forth in the Participant’s Award Agreement, vesting ceases on such date Participant’s Service terminates (unless determined otherwise by the Committee).

ARTICLE 7

STOCK APPRECIATION RIGHTS

7.1 Stock Appreciation Rights. A Stock Appreciation Right (“SAR”) is an award to an eligible Employee, Consultant or Director that may be settled in cash or Shares (which may consist of Restricted Stock) having a value (“SAR Value”) equal to (a) the excess of the Fair Market Value on the date of exercise over the Exercise Price multiplied by (b) the number of Shares with respect to which the SAR is being settled (subject to any maximum number of Shares that may be issuable as specified in an Award Agreement). All SARs will be made pursuant to an Award Agreement.

7.2 Terms of SARs. The Committee will determine the terms of each SAR, including: (a) the number of Shares subject to the SAR; (b) the Exercise Price and the time or times during which the SAR may be settled; (c) the consideration to be distributed on settlement of the SAR and (d) the effect of the Participant’s termination of

 

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Service on each SAR. The Exercise Price of the SAR will be determined by the Committee when the SAR is granted, and may not be less than Fair Market Value of a Share on the date grant. A SAR may be awarded upon satisfaction of Performance Factors, if any, during any Performance Period as are set out in advance in the Participant’s individual Award Agreement. If the SAR is being earned upon the satisfaction of Performance Factors, then the Committee will: (x) determine the nature, length and starting date of any Performance Period for each SAR and (y) select from among the Performance Factors to be used to measure the performance, if any. Performance Periods may overlap and Participants may participate simultaneously with respect to SARs that are subject to different Performance Factors and other criteria.

7.3 Exercise Period and Expiration Date. A SAR will be exercisable within the times or upon the occurrence of events determined by the Committee and set forth in the Award Agreement governing such SAR. The SAR Agreement will set forth the expiration date; provided that no SAR will be exercisable after the expiration of ten (10) years from the date the SAR is granted. The Committee may also provide for SARs to become exercisable at one time or from time to time, periodically or otherwise (including upon the attainment during a Performance Period of performance goals based on Performance Factors), in such number of Shares or percentage of the Shares subject to the SAR as the Committee determines. Except as may be set forth in the Participant’s Award Agreement, vesting ceases on the date Participant’s Service terminates (unless determined otherwise by the Committee). Notwithstanding the foregoing, the rules of Section 4.7 (without regards to ISO or NSO status), or such other rules regarding the exercise of SARs as are determined by the Committee, also will apply to SARs.

7.4 Form of Settlement. Upon exercise of a SAR, a Participant will be entitled to receive payment from the Company in an amount equal to the SAR Value. At the discretion of the Committee, the payment from the Company for the SAR exercise may be in cash, in Shares of equivalent value or in some combination thereof. The portion of a SAR being settled may be paid currently or on a deferred basis with such interest or dividend equivalent, if any, as the Committee determines, provided that the terms of the SAR and any deferral satisfy the requirements of Section 409A of the Code.

7.5 Termination of Service. Except as may be set forth in the Participant’s Award Agreement, vesting ceases on such date Participant’s Service terminates (unless determined otherwise by the Committee).

ARTICLE 8

RESTRICTED STOCK UNITS

8.1 Restricted Stock Units. A Restricted Stock Unit (“RSU”) is an award to an eligible Employee, Consultant or Director covering a number of Shares that may be settled in cash and/or by issuance of Shares (which may consist of Restricted Stock). All RSUs will be made pursuant to an Award Agreement.

8.2 Terms of RSUs. The Committee will determine the terms of an RSU including: (a) the number of Shares subject to the RSU; (b) the time or times during which the RSU may be settled; (c) the amount (including any minimum amount), nature (which may include cash, Shares or a combination of both) and valuation of the consideration to be paid or distributed on settlement; (d) the effect of the Participant’s termination of Service on each RSU; and (e) such other terms as the Committee may determine. An RSU may be awarded upon satisfaction of such performance goals based on Performance Factors during any Performance Period as are set out in advance in the Participant’s Award Agreement. If the RSU is being earned upon satisfaction of Performance Factors, then the Committee will: (x) determine the nature, length and starting date of any Performance Period for the RSU; (y) select from among the Performance Factors to be used to measure the performance, if any and (z) determine the number of Shares deemed subject to the RSU. Performance Periods may overlap and Participants may participate simultaneously with respect to RSUs that are subject to different Performance Periods and different performance goals and other criteria.

8.3 Timing of Settlement. Payment of earned RSUs will be made as soon as practicable after the date(s) determined by the Committee and set forth in the Award Agreement. The Committee may permit a Participant to

 

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defer payment under a RSU to a date or dates after the RSU is earned provided that the terms of the RSU and any deferral satisfy the requirements of Section 409A of the Code.

8.4 Termination of Service. Except as may be set forth in the Participant’s Award Agreement, vesting ceases on such date Participant’s Service terminates (unless determined otherwise by the Committee).

ARTICLE 9

PERFORMANCE AWARDS

9.1 Performance Awards. A Performance Award is an award to an eligible Employee, Consultant or Director of a cash bonus or an award of Performance Shares denominated in Shares that may be settled in cash or by issuance of those Shares (which may consist of Restricted Stock). Grants of Performance Awards will be made pursuant to an Award Agreement.

9.2 Terms of Performance Shares. The Committee will determine, and each Award Agreement will set forth, the terms of each Performance Award including: (a) the amount of any cash bonus; (b) the number of Shares deemed subject to an award of Performance Shares; (c) the Performance Factors and Performance Period that will determine the time and extent to which each award of Performance Shares will be settled; (d) the consideration to be distributed on settlement and (e) the effect of the Participant’s termination of Service on each Performance Award. In establishing Performance Factors and the Performance Period the Committee will: (x) determine the nature, length and starting date of any Performance Period; (y) select from among the Performance Factors to be used and (z) determine the number of Shares deemed subject to the award of Performance Shares. Prior to settlement the Committee will determine the extent to which Performance Awards have been earned. Performance Periods may overlap and Participants may participate simultaneously with respect to Performance Awards that are subject to different Performance Periods and different performance goals and other criteria. No Participant will be eligible to receive more than $2,000,000 in Performance Awards in any calendar year under this Plan.

9.3 Value, Earning and Timing of Performance Shares. Each Performance Share will have an initial value equal to the Fair Market Value of a Share on the date of grant. After the applicable Performance Period has ended, the holder of Performance Shares will be entitled to receive a payout with respect to the number of Performance Shares earned by the Participant over the Performance Period, to be determined as a function of the extent to which the corresponding Performance Factors or other vesting provisions have been achieved. The Committee, in its sole discretion, may pay earned Performance Shares in the form of cash, in Shares (which have an aggregate Fair Market Value equal to the value of the earned Performance Shares at the close of the applicable Performance Period) or in a combination thereof.

9.4 Termination of Service. Except as may be set forth in the Participant’s Award Agreement, vesting ceases on the date Participant’s Service terminates (unless determined otherwise by the Committee).

ARTICLE 10

GRANTS TO NON-EMPLOYEE DIRECTORS

10.1 Grants to Non-Employee Directors. In addition to cash compensation, non-Employee Directors are eligible to receive any type of Award offered under this Plan except ISOs. Awards pursuant to this Article 10 may be automatically made pursuant to policy adopted by the Board or made from time to time as determined in the discretion of the Board. The aggregate number of Shares subject to Awards granted to a Non-Employee Director pursuant to this Article 10 in any calendar year will not exceed 100,000. The aggregate amount of cash compensation paid to non-Employee directors shall not exceed $250,000.

 

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10.2 Eligibility. Awards pursuant to this Article 10 will be granted only to Non-Employee Directors. A Non-Employee Director who is elected or re-elected as a member of the Board will be eligible to receive an Award under this Article 10.

10.3 Vesting, Exercisability and Settlement. Except as set forth in Article 12, Awards will vest, become exercisable and be settled as determined by the Board. With respect to Options and SARs, the exercise price granted to Non-Employee Directors will not be less than the Fair Market Value of the Shares at the time that such Option or SAR is granted.

10.4 Election to Receive Awards in Lieu of Cash. The Committee may, in its sole discretion, allow a Non-Employee Director to elect to receive his or her annual retainer payments and/or meeting fees from the Company in the form of cash or Awards or a combination thereof, as determined by the Committee. Such Awards will be issued under the Plan. An election under this Section 10.4 will be filed with the Company on the form prescribed by the Company. Any such election shall be made in writing and shall be delivered to the Company no later than the date specified by the Committee and in accordance with Section 409A and such other rules and procedures established by the Committee. The Committee shall have the sole right to determine whether and under what circumstances to permit such elections and to impose such limitations and other terms and conditions thereon as the Committee deems appropriate.

ARTICLE 11

ADMINISTRATION OF THE PLAN

11.1 Committee Composition; Authority. This Plan will be administered by the Committee or by the Board acting as the Committee. Subject to the general purposes, terms and conditions of this Plan, and to the direction of the Board, the Committee will have full power to implement and carry out this Plan, except, however, the Board will establish the terms for the grant of an Award to Non-Employee Directors. The Committee will have the authority to: (a) construe and interpret this Plan, any Award Agreement and any other agreement or document executed pursuant to this Plan; (b) prescribe, amend and rescind rules and regulations relating to this Plan or any Award; (c) select persons to receive Awards; (d) determine the form and terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder, including the exercise price, the time or times when Awards may vest and be exercised (which may be based on performance criteria) or settled, any vesting acceleration or waiver of forfeiture restrictions, the method to satisfy tax withholding obligations or any other tax liability and any restriction or limitation regarding any Award or the Shares relating thereto, based in each case on such factors as the Committee will determine; (e) determine the number of Shares or other consideration subject to Awards; (f) determine the Fair Market Value in good faith and interpret the applicable provisions of this Plan and the definition of Fair Market Value in connection with circumstances that impact the Fair Market Value, if necessary; (g) determine whether Awards will be granted singly, in combination with, in tandem with, in replacement of or as alternatives to other Awards under this Plan or any other incentive or compensation plan of the Company or any Parent or Subsidiary of the Company; (h) grant waivers of Plan or Award conditions; (i) determine the vesting, exercisability and payment of Awards; (j) correct any defect, supply any omission or reconcile any inconsistency in this Plan, any Award or any Award Agreement; (k) determine whether an Award has been earned; (l) institute any Exchange Program and determine the terms and conditions thereof; (m) reduce or waive any criteria with respect to Performance Factors; (n) adjust Performance Factors, including to take into account changes in law and accounting or tax rules as the Committee deems necessary or appropriate; (o) adopt terms and conditions, rules and procedures (including the adoption of any sub-plan under this Plan) relating to the operation and administration of the Plan to accommodate requirements of local law and procedures outside of the United States; (p) make all other determinations necessary or advisable for the administration of this Plan and (q) delegate any of the foregoing to one or more officers, each of whom is also a Director, pursuant to a specific delegation as permitted by applicable law, including Section 157(c) of the Delaware General Corporation Law, provided, however, that any such delegation may only be with respect to Employees who are not Insiders.

 

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11.2 Committee Interpretation and Discretion. Any determination made by the Committee with respect to any Award will be made in its sole discretion at the time of grant of the Award or, unless in contravention of any express term of the Plan or Award, at any later time, and such determination will be final and binding on the Company and all persons having an interest in any Award under the Plan. Any dispute regarding the interpretation of the Plan or any Award Agreement will be submitted by the Participant or Company to the Committee for review. The resolution of such a dispute by the Committee will be final and binding on the Company and the Participant. The Committee may delegate to one or more officers, each of whom is also a Director, the authority to review and resolve disputes with respect to Awards held by Participants who are not Insiders, and such resolution will be final and binding on the Company and the Participant.

11.3 Section 16 of the Exchange Act. Awards granted to Participants who are subject to Section 16 of the Exchange Act must be approved by two or more “non-employee directors” (as defined in the regulations promulgated under Section 16 of the Exchange Act).

11.4 Documentation. The Award Agreement for a given Award, the Plan and any other documents may be delivered to, and accepted by, a Participant or any other person in any manner (including electronic distribution or posting) that meets applicable legal requirements.

11.5 Foreign Award Recipients. Notwithstanding any provision of the Plan to the contrary, in order to comply, or to facilitate compliance, with the laws and practices in non-U.S. jurisdictions in which the Company and its Subsidiaries operate or have employees or other individuals eligible for Awards, the Committee, in its sole discretion, will have the power and authority to: (a) determine which Subsidiaries and Affiliates will be covered by the Plan; (b) determine which individuals outside the United States are eligible to participate in the Plan, which may include individuals who provide services to the Company, Subsidiary or Affiliate under an agreement with a foreign nation or agency; (c) modify the terms and conditions of any Award granted to individuals outside the United States or foreign nationals to comply with applicable foreign laws, policies, customs and practices; (d) establish sub-plans and modify exercise procedures and other terms and procedures, to the extent the Committee determines such actions to be necessary or advisable (and such sub-plans and/or modifications will be attached to this Plan as appendices); provided, however, that no such sub-plans and/or modifications will increase the share limitations contained in Section 3.5 hereof and (e) take any action, before or after an Award is made, that the Committee determines to be necessary or advisable to obtain approval or comply with any local governmental regulatory exemptions or approvals. Notwithstanding the foregoing, the Committee may not take any actions hereunder, and no Awards will be granted, that would violate the Exchange Act or any other applicable United States securities law, the Code or any other applicable United States governing statute or law.

ARTICLE 12

CORPORATE TRANSACTIONS

12.1 Assumption or Replacement of Awards by Successor. In the event of a Corporate Transaction, any or all outstanding Awards may be assumed or replaced by the successor corporation, with appropriate adjustments as to the number and kind of shares and, if appropriate, the per share exercise prices, as such parties shall agree. In the alternative, the successor corporation may substitute equivalent Awards or provide substantially similar consideration to Participants as was provided to stockholders (after taking into account the existing provisions of the Awards). The successor corporation may also issue, in place of outstanding Shares of the Company held by the Participant, substantially similar shares or other property subject to repurchase restrictions no less favorable to the Participant. In the event such successor or acquiring corporation (if any) refuses to assume, convert, replace or substitute Awards, as provided above, pursuant to a Corporate Transaction, then notwithstanding any other provision in this Plan to the contrary, such Awards will have their vesting accelerate as to all shares subject to such Award (and any applicable right of repurchase fully lapse) immediately prior to the Corporate Transaction. In addition, in the event such successor or acquiring corporation (if any) refuses to assume, convert,

 

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replace or substitute Awards, as provided above, pursuant to a Corporate Transaction, the Committee will notify the Participant in writing or electronically that such Award will be exercisable for a period of time determined by the Committee in its sole discretion, and such Award will terminate upon the expiration of such period. Awards need not be treated similarly in a Corporate Transaction.

12.2 Assumption of Awards by the Company. Under this Plan, the Company, from time to time, also may substitute or assume outstanding awards granted by another company, whether in connection with an acquisition of such other company or otherwise, by either; (a) granting an Award under this Plan in substitution of such other company’s award or (b) assuming such award as if it had been granted under this Plan if the terms of such assumed award could be applied to an Award granted under this Plan. Such substitution or assumption under this Plan will be permissible if the holder of the substituted or assumed award would have been eligible to be granted an Award under this Plan if the other company had applied the rules of this Plan to such grant. In the event the Company assumes an award granted by another company, the terms and conditions of such award will remain unchanged (except that the Purchase Price or the Exercise Price, as the case may be, and the number and nature of Shares issuable upon exercise or settlement of any such Award will be adjusted appropriately pursuant to Section 424(a) of the Code). In the event the Company elects to grant a new Option in substitution rather than assuming an existing option, such new Option may be granted with a similarly adjusted Exercise Price and such new Option will not reduce the reduce the amount of Shares that remain available for issuance through applicable Awards.

12.3 Non-Employee Directors’ Awards. Notwithstanding any provision to the contrary herein, in the event of a Corporate Transaction and unless as otherwise set forth in an applicable Award Agreement, the vesting of all Awards granted to Non-Employee Directors will accelerate and such Awards will become exercisable (as applicable) in full prior to the consummation of such event at such times and on such conditions as the Committee determines.

ARTICLE 13

MISCELLANEOUS

13.1 Payment for Share Purchases. Payment from a Participant for Shares purchased pursuant to this Plan may be made in cash or by check or, where expressly approved for the Participant by the Committee and where permitted by law (and to the extent not otherwise set forth in the applicable Award Agreement): (a) by cancellation of indebtedness of the Company to the Participant; (b) by surrender of shares of the Company held by the Participant that have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which said Award will be exercised or settled; (c) by waiver of compensation due or accrued to the Participant for services rendered or to be rendered to the Company or a Parent or Subsidiary of the Company; (d) by consideration received by the Company pursuant to a broker-assisted or other form of cashless exercise program implemented by the Company in connection with the Plan; (e) by any combination of the foregoing or (f) by any other method of payment established by the Committee and permitted by applicable law.

13.2 Withholding Taxes. Whenever an applicable tax event occurs, the Company may require the Participant to remit to the Company or to the Parent or Subsidiary employing the Participant an amount sufficient to satisfy applicable U.S. federal, state, local and foreign withholding tax requirements or any other tax or social insurance liability legally due from the Participant prior to the delivery of Shares pursuant to exercise or settlement of any Award. Whenever payments in satisfaction of Awards granted under this Plan are to be made in cash, such payment will be net of an amount sufficient to satisfy applicable U.S. federal, state, local and foreign withholding tax or social insurance requirements or any other tax liability due from the Participant. The Fair Market Value of the Shares will be determined as of the date that the taxes are required to be withheld and such Shares will be valued based on the value of the actual trade or, if there is none, the Fair Market Value of the Shares as of the previous trading day. The Committee, or its delegate(s), as permitted by applicable law, in its sole discretion and

 

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pursuant to such procedures as it may specify from time to time and to limitations of local law, may require or permit a Participant to satisfy such tax withholding obligation or any other tax liability due from the Participant, in whole or in part by paying cash, electing to have the Company withhold otherwise deliverable cash or Shares having a Fair Market Value equal to the minimum statutory amount required to be withheld, delivering to the Company already-owned Shares having a Fair Market Value equal to the minimum amount required to be withheld or withholding from the proceeds of the sale of otherwise deliverable Shares acquired pursuant to an Award either through a voluntary sale or through a mandatory sale arranged by the Company.

13.3 Transferability. Unless determined otherwise by the Committee or pursuant to Section 13.4, an Award may not be sold, pledged, assigned, hypothecated, transferred or disposed of in any manner other than by will or by the laws of descent or distribution. If the Committee makes an Award transferable, including by instrument to an inter vivos or testamentary trust in which the Awards are to be passed to beneficiaries upon the death of the trustor (settlor) or by gift or by domestic relations order to a Permitted Transferee, such Award will contain such additional terms and conditions as the Committee deems appropriate. All Awards will be exercisable: (a) during the Participant’s lifetime only by (i) the Participant or (ii) the Participant’s guardian or legal representative; (b) after the Participant’s death, by the legal representative of the Participant’s heirs or legatees and (c) in the case of all awards except ISOs, by a Permitted Transferee.

13.4 Award Transfer Program. Notwithstanding any contrary provision of the Plan, the Committee will have all discretion and authority to determine and implement the terms and conditions of any Award Transfer Program instituted pursuant to this Section 13.4 and will have the authority to amend the terms of any Award participating, or otherwise eligible to participate in, the Award Transfer Program, including the authority to (a) amend (including to extend) the expiration date, post-termination exercise period and/or forfeiture conditions of any such Award; (b) amend or remove any provisions of the Award relating to the Award holder’s continued service to the Company or its Parent or any Subsidiary; (c) amend the permissible payment methods with respect to the exercise or purchase of any such Award; (d) amend the adjustments to be implemented in the event of changes in the capitalization and other similar events with respect to such Award and (e) make such other changes to the terms of such Award as the Committee deems necessary or appropriate in its sole discretion.

13.5 Voting and Dividends. No Participant will have any of the rights of a stockholder with respect to any Shares until the Shares are issued to the Participant, except for any Dividend Equivalent Rights permitted by an applicable Award Agreement and approved by the Committee. Any Dividend Equivalent Rights will be subject to the same vesting or performance conditions as the underlying Award. In addition, the Committee may provide that any Dividend Equivalent Rights permitted by an applicable Award Agreement will be deemed to have been reinvested in additional Shares or otherwise reinvested. After Shares are issued to the Participant, the Participant will be a stockholder and have all the rights of a stockholder with respect to such Shares, including the right to vote and receive all dividends or other distributions made or paid with respect to such Shares; provided, that if such Shares are Restricted Stock, then any new, additional or different securities the Participant may become entitled to receive with respect to such Shares by virtue of a stock dividend, stock split or any other change in the corporate or capital structure of the Company will be subject to the same restrictions as the Restricted Stock; provided, further, that the Participant will have no right to retain such stock dividends or stock distributions with respect to Shares that are repurchased at the Participant’s Purchase Price or Exercise Price, as the case may be, pursuant to Section 13.6.

13.6 Restrictions on Shares. At the discretion of the Committee, the Company may reserve to itself and/or its assignee(s) a right to repurchase (a “Right of Repurchase”) a portion of any or all Unvested Shares held by a Participant following such Participant’s termination of Service at any time within ninety (90) days (or such longer or shorter time determined by the Committee) after the later of the date Participant’s Service terminates and the date the Participant purchases Shares under this Plan, for cash and/or cancellation of purchase money indebtedness, at the Participant’s Purchase Price or Exercise Price, as the case may be.

13.7 Certificates. All Shares or other securities, whether or not certificated, delivered under this Plan will be subject to such stock transfer orders, legends and other restrictions as the Committee may deem necessary or

 

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advisable, including restrictions under any applicable U.S. federal, state or foreign securities law or any rules, regulations and other requirements of the SEC or any stock exchange or automated quotation system upon which the Shares may be listed or quoted and any non-U.S. exchange controls or securities law restrictions to which the Shares are subject.

13.8 Escrow; Pledge of Shares. To enforce any restrictions on a Participant’s Shares, the Committee may require the Participant to deposit all certificates representing Shares, together with stock powers or other instruments of transfer approved by the Committee, appropriately endorsed in blank, with the Company or an agent designated by the Company to hold in escrow until such restrictions have lapsed or terminated, and the Committee may cause a legend or legends referencing such restrictions to be placed on the certificates. Any Participant who is permitted to execute a promissory note as partial or full consideration for the purchase of Shares under this Plan will be required to pledge and deposit with the Company all or part of the Shares so purchased as collateral to secure the payment of the Participant’s obligation to the Company under the promissory note; provided, however, that the Committee may require or accept other or additional forms of collateral to secure the payment of such obligation and, in any event, the Company will have full recourse against the Participant under the promissory note notwithstanding any pledge of the Participant’s Shares or other collateral. In connection with any pledge of the Shares, the Participant will be required to execute and deliver a written pledge agreement in such form as the Committee will from time to time approve. The Shares purchased with the promissory note may be released from the pledge on a pro rata basis as the promissory note is paid.

13.9 Repricing; Exchange and Buyout of Awards. Without prior stockholder approval the Committee may (a) reprice Options or SARs (and where such repricing is a reduction in the Exercise Price of outstanding Options or SARs, the consent of the affected Participants is not required provided written notice is provided to them, notwithstanding any adverse tax consequences to them arising from the repricing) and (b) with the consent of the respective Participants (unless not required pursuant to Section 4.10), pay cash or issue new Awards in exchange for the surrender and cancellation of any, or all, outstanding Awards.

13.10 Deferrals. The Committee may determine that the delivery of Shares, payment of cash or a combination thereof upon the exercise, vesting or settlement of all or a portion of any Award may be deferred and may establish programs and procedures for deferral elections to be made by Participants. Deferrals by Participants will be made only in accordance with Section 409A of the Code. Consistent with Section 409A of the Code, the Committee may provide for distributions while a Participant is providing Services to the Company or any Parent or Subsidiary.

13.11 Securities Law and Other Regulatory Compliance. An Award will not be effective unless such Award is in compliance with all applicable U.S. and foreign federal and state securities and exchange control laws, rules and regulations of any governmental body, and the requirements of any stock exchange or automated quotation system upon which the Shares may then be listed or quoted, as they are in effect on the date of grant of the Award and also on the date of exercise or other issuance. Notwithstanding any other provision in this Plan, the Company will have no obligation to issue or deliver certificates for Shares under this Plan prior to: (a) obtaining any approvals from governmental agencies that the Company determines are necessary or advisable and (b) completion of any registration or other qualification of such Shares under any state or federal or foreign law or ruling of any governmental body that the Company determines to be necessary or advisable. The Company will be under no obligation to register the Shares with the SEC or to effect compliance with the registration, qualification or listing requirements of any foreign or state securities laws, exchange control laws, stock exchange or automated quotation system, and the Company will have no liability for any inability or failure to do so.

13.12 No Obligation to Employ. Nothing in this Plan or any Award granted under this Plan will confer or be deemed to confer on any Participant any right to continue in the employ of or to continue any other relationship with the Company or any Parent, Subsidiary or Affiliate or limit in any way the right of the Company or any Parent, Subsidiary or Affiliate to terminate Participant’s employment or other relationship at any time.

 

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13.13 Adoption and Stockholder Approval. This Plan will be subject to the approval of the Company’s stockholders, consistent with applicable laws, within twelve (12) months before or after the date this Plan is adopted by the Board.

13.14 Governing Law. This Plan and all Awards granted hereunder will be governed by and construed in accordance with the laws of the State of Delaware (excluding its conflict of law rules).

13.15 Amendment or Termination of Plan. The Board may at any time terminate or amend this Plan in any respect, including amendment of any form of Award Agreement or instrument to be executed pursuant to this Plan; provided, however, that the Board will not, without the approval of the stockholders of the Company, amend this Plan in any manner that requires such stockholder approval; provided further, that a Participant’s Award will be governed by the version of this Plan then in effect at the time such Award was granted.

13.16 Nonexclusivity of the Plan. Neither the adoption of this Plan by the Board, the submission of this Plan to the stockholders of the Company for approval, nor any provision of this Plan will be construed as creating any limitations on the power of the Board to adopt such additional compensation arrangements as it may deem desirable, including the granting of stock awards and bonuses otherwise than under this Plan, and such arrangements may be either generally applicable or applicable only in specific cases.

13.17 Insider Trading Policy. Each Participant who receives an Award will comply with any policy adopted by the Company from time to time covering transactions in the Company’s securities by Employees, officers and/or directors of the Company.

13.18 All Awards Subject to Company Clawback or Recoupment Policy. All Awards, subject to applicable law, will be subject to clawback or recoupment pursuant to any compensation clawback or recoupment policy adopted by the Board or required by law during the term of Participant’s employment or other service with the Company that is applicable to executive officers, employees, directors or other service providers of the Company, and the Company, in addition to any other remedies available under such policy and applicable law, may require the cancellation of outstanding Awards and the recoupment of any gains realized with respect to Awards.

13.19 Electronic Delivery. Any reference herein to a “written” agreement or document will include any agreement or document delivered electronically, filed publicly at www.sec.gov (or any successor website thereto) or posted on the Company’s intranet (or other shared electronic medium controlled by the Company to which the Participant has access).

 

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NOTICE OF STOCK OPTION GRANT

THE REAL GOOD FOOD COMPANY, INC.

2021 AMENDED AND RESTATED STOCK INCENTIVE PLAN

Unless otherwise defined herein, the terms defined in The Real Good Food Company, Inc. (the “Company”) 2021 Amended and Restated Stock Incentive plan (the “Plan”) shall have the same meanings in this Notice of Stock Option Grant (the “Notice of Grant”) and the attached Stock Option Agreement (the “Option Agreement”). You have been granted an Option to purchase shares of Common Stock of the Company under the Plan subject to the terms and conditions of the Plan, this Notice of Grant and the attached Option Agreement.

 

Name:

   

Address:

   

Date of Grant:

   

Vesting Commencement Date:

   

Exercise Price per Share:

   

Total Number of Shares:

   

Type of Option:

    ☐  Non-Qualified Stock Option
   ☐  Incentive Stock Option

Expiration Date:

                , 20    ; This Option expires earlier if your Service terminates earlier, as described in the Stock Option Agreement.

Vesting Schedule:

    [INSERT VESTING SCHEDULE].

Additional Terms:

    ☐  If this box is checked, the additional terms and conditions set forth on Attachment 1 hereto (as executed by the Company) are applicable and are incorporated herein by reference. No document need be attached as Attachment 1 if the box is not checked.

 

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By accepting this Option, you and the Company agree that this Option is granted under and governed by the terms and conditions of the Plan, the Notice of Grant and the Option Agreement. You acknowledge and agree that the Vesting Schedule may change prospectively in the event that your Service status changes between full and part-time status in accordance with Company policies relating to work schedules and vesting of awards. You further acknowledge that the grant of this Option by the Company is at the Company’s sole discretion, and does not entitle you to further grant(s) of Option(s) or any other award(s) under the Plan or any other plan or program maintained by the Company or any Parent, Subsidiary or Affiliate of the Company. By accepting this Option, you consent to electronic delivery as set forth in the Option Agreement.

 

PARTICIPANT:   THE REAL GOOD FOOD COMPANY, INC.
Signature:  

 

   By:  

 

Print Name:  

 

  

Name:

 

  

 

 

    Its:  

 

 

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STOCK OPTION AGREEMENT

THE REAL GOOD FOOD COMPANY, INC.

2021 AMENDED AND RESTATED STOCK INCENTIVE PLAN

You have been granted an Option by The Real Good Food Company, Inc. (the “Company”) under the 2021 Amended and Restated Stock Incentive Plan (the “Plan”) to purchase Shares (the “Option”), subject to the terms, restrictions and conditions of the Plan, the Notice of Stock Option Grant (the “Notice of Grant”) and this Stock Option Agreement (the “Agreement”).

1. Grant of Option. You have been granted an Option for the number of Shares set forth in the Notice of Grant at the exercise price per Share set forth in the Notice of Grant (the “exercise price”). In the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Agreement, the terms and conditions of the Plan shall prevail. If designated in the Notice of Grant as an Incentive Stock Option (“ISO”), this Option is intended to qualify as an Incentive Stock Option under Section 422 of the Code. However, even if this Option is intended to be an ISO, it shall be treated as a Nonqualified Stock Option (“NSO”) to the extent required by Code Section 422(d), as further described in Section 4.9 of the Plan.

2. Termination Period.

(a) General Rule. If your Service terminates for any reason except death or Disability, and other than for Cause, then this Option will expire at the close of business at Company headquarters on the date three (3) months after your termination of Service (subject to the expiration detailed in Section 6). If your Service is terminated for Cause, this Option will expire upon the date of such termination. The Company determines when your Service terminates for all purposes under this Agreement.

(b) Death; Disability. If your Service does not terminate before you die (or you die within three (3) months of your termination of Service other than for Cause), then this Option will expire at the close of business at Company headquarters on the date twelve (12) months after the date of your death (subject to the expiration detailed in Section 6). If your Service terminates because of your Disability, then this Option will expire at the close of business at Company headquarters on the date twelve (12) months after your termination date (subject to the expiration detailed in Section 6).

(c) No Notice. You are responsible for keeping track of these exercise periods following your termination of Service for any reason. The Company will not provide further notice of such periods. In no event shall this Option be exercised later than the Expiration Date set forth in the Notice of Grant.

3. Exercise of Option.

(a) Right to Exercise. This Option is exercisable during its term in accordance with the Vesting Schedule set forth in the Notice of Grant and the applicable provisions of the Plan and this Agreement. In the event of your death, Disability, or other cessation of Service, the exercisability of the Option is governed by the applicable provisions of the Plan, the Notice of Grant and this Agreement. This Option may not be exercised for a fraction of a Share.

(b) Method of Exercise. This Option is exercisable by delivery of an exercise notice in a form specified by the Company (the “Exercise Notice”), which shall state the election to exercise the Option, the number of Shares in respect of which the Option is being exercised (the “Exercised Shares”), and such other representations and agreements as may be required by the Company. The Exercise Notice shall be delivered in person, by mail, via electronic mail or facsimile or by other authorized method to the Secretary of the Company or other person designated by the Company. The Exercise Notice shall be accompanied by payment of the aggregate exercise price as to all Exercised Shares. This Option shall be deemed to be exercised upon receipt by the Company of a fully executed Exercise Notice accompanied by the aggregate exercise price and any applicable tax withholding due upon exercise of the Option.

 

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(c) Exercise by Another. If another person wants to exercise this Option after it has been transferred to him or her in compliance with this Agreement and the Plan, that person must prove to the Company’s satisfaction that he or she is entitled to exercise this Option. That person must also complete the proper Exercise Notice form (as described above) and pay the exercise price (as described below) and any applicable tax withholding due upon exercise of the Option (as described below).

4. Method of Payment. Payment of the aggregate exercise price shall be by any of the following, or a combination thereof, at your election:

(a) your personal check, wire transfer, or a cashier’s check;

(b) certificates for shares of Company stock that you own, along with any forms needed to effect a transfer of those shares to the Company; the value of the shares, determined as of the effective date of the Option exercise, will be applied to the Option exercise price. Instead of surrendering shares of Company stock, you may attest to the ownership of those shares on a form provided by the Company and have the same number of shares subtracted from the Option shares issued to you. However, you may not surrender, or attest to the ownership of, shares of Company stock in payment of the exercise price of your Option if your action would cause the Company to recognize compensation expense (or additional compensation expense) with respect to this Option for financial reporting purposes;

(c) waiver of compensation due or accrued to you for your services rendered or to be rendered to the Company or a Parent or Subsidiary of the Company, if permitted by applicable law;

(d) cashless exercise through irrevocable directions to a securities broker approved by the Company to sell all or part of the Shares covered by this Option and to deliver to the Company from the sale proceeds an amount sufficient to pay the Option exercise price and any withholding taxes. The balance of the sale proceeds, if any, will be delivered to you. The directions must be given by signing a special notice of exercise form provided by the Company; or

(e) other method authorized by the Company.

5. Non-Transferability of Option. In general, except as provided below, only you may exercise this Option prior to your death. You may not transfer or assign this Option, except as provided below. For instance, you may not sell this Option or use it as security for a loan. If you attempt to do any of these things, this Option will immediately become invalid. You may, however, dispose of this Option in your will or in a beneficiary designation. However, if this Option is designated as a NSO in the Notice of Grant, then the Committee (as defined in the Plan) may, in its sole discretion, allow you to transfer this Option as a gift to one or more family members. For purposes of this Agreement, “family member” means a child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law (including adoptive relationships), any individual sharing your household (other than a tenant or employee), a trust in which one or more of these individuals have more than 50% of the beneficial interest, a foundation in which you or one or more of these persons control the management of assets, and any entity in which you or one or more of these persons own more than 50% of the voting interest. In addition, if this Option is designated as a NSO in the Notice of Grant, then the Committee may, in its sole discretion, allow you to transfer this Option to your spouse or former spouse pursuant to a domestic relations order in settlement of marital property rights. The Committee will allow you to transfer this Option only if both you and the transferee(s) execute the forms prescribed by the Committee, which include the consent of the transferee(s) to be bound by this Agreement. Except as set forth above, this Option may not be transferred in any manner other than by will or by the laws of descent or distribution or court order and may be exercised during your lifetime only by you, your guardian, or your legal representative, as permitted in the Plan. The terms of the Plan and this Agreement shall be binding upon your executors, administrators, heirs, successors and assigns.

 

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6. Term of Option. This Option shall in any event expire on the expiration date set forth in the Notice of Grant, which date is ten (10) years after the grant date (five years after the grant date if this Option is designated as an ISO in the Notice of Grant and you are a Ten Percent Stockholder as described in Section 4.4 of the Plan).

7. Tax Consequences. You should consult a tax adviser for tax consequences relating to this Option in the jurisdiction in which you are subject to tax. YOU SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.

(a) Exercising the Option. You will not be allowed to exercise this Option unless you make arrangements acceptable to the Company to pay any withholding taxes that may be due as a result of the Option exercise.

(b) Notice of Disqualifying Disposition of ISO Shares. If you sell or otherwise dispose of any of the Shares acquired pursuant to an ISO on or before the later of (i) two years after the grant date, or (ii) one year after the exercise date, you shall immediately notify the Company in writing of such disposition. You agree that you may be subject to income tax withholding by the Company on the compensation income recognized from such early disposition of ISO Shares by payment in cash or out of the current compensation paid to you.

8. Withholding Taxes and Stock Withholding. Regardless of any action the Company or your actual employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), you acknowledge that the ultimate liability for all Tax-Related Items legally due by you is and remains your responsibility and that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option grant, including the grant, vesting or exercise of the Option, the subsequent sale of Shares acquired pursuant to such exercise and the receipt of any dividends; and (2) do not commit to structure the terms of the grant or any aspect of the Option to reduce or eliminate your liability for Tax-Related Items. You acknowledge that if you are subject to Tax-Related Items in more than one jurisdiction, the Company and/or the Employer may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

Prior to exercise of the Option, you shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, you authorize the Company and/or the Employer to withhold all applicable Tax-Related Items legally payable by you from your wages or other cash compensation paid to you by the Company and/or the Employer. With the Company’s consent, these arrangements may also include, if permissible under local law, (a) withholding Shares that otherwise would be issued to you when you exercise this Option, provided that the Company only withholds the amount of Shares necessary to satisfy the minimum statutory withholding amount, (b) having the Company withhold taxes from the proceeds of the sale of the Shares, either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf and you hereby authorize such sales by this authorization), (c) your payment of a cash amount, or (d) any other arrangement approved by the Company; all under such rules as may be established by the Committee and in compliance with the Company’s Insider Trading Policy and 10b5-1 Trading Plan Policy, if applicable; provided however, that if you are a Section 16 officer of the Company under the Exchange Act, then the Committee (as constituted in accordance with Rule 16b-3 under the Exchange Act) shall establish the method of withholding from alternatives (a)-(d) above, and the Committee shall establish such method prior to the Tax-Related Items withholding event. The Fair Market Value of these Shares, determined as of the effective date of the Option exercise, will be applied as a credit against the withholding taxes. You shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of your participation in the Plan or your purchase of Shares that cannot be satisfied by the means previously described. Finally, you acknowledge that the Company has no obligation to deliver Shares to you until you have satisfied the obligations in connection with the Tax-Related Items as described in this Section.

 

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9. Acknowledgement. The Company and you agree that the Option is granted under and governed by the Notice of Grant, this Agreement and the provisions of the Plan (incorporated herein by reference). You: (a) acknowledge receipt of a copy of the Plan and the Plan prospectus, (b) represent that you have carefully read and are familiar with their provisions, and (c) hereby accept the Option subject to all of the terms and conditions set forth herein and those set forth in the Plan and the Notice of Grant. You hereby agree to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions relating to the Plan, the Notice of Grant and the Agreement.

10. Consent to Electronic Delivery of All Plan Documents and Disclosures. By your acceptance of this Option, you consent to the electronic delivery of the Notice of Grant, this Agreement, the Plan, account statements, Plan prospectuses required by the Securities and Exchange Commission, U.S. financial reports of the Company, and all other documents that the Company is required to deliver to its security holders (including, without limitation, annual reports and proxy statements) or other communications or information related to the Option. Electronic delivery may include the delivery of a link to a Company intranet or the internet site of a third party involved in administering the Plan, the delivery of the document via e-mail or such other delivery determined at the Company’s discretion. You acknowledge that you may receive from the Company a paper copy of any documents delivered electronically at no cost if you contact the Company by telephone, through a postal service or electronic mail at . You further acknowledge that you will be provided with a paper copy of any documents delivered electronically if electronic delivery fails; similarly, you understand that you must provide on request to the Company or any designated third party a paper copy of any documents delivered electronically if electronic delivery fails. Also, you understand that your consent may be revoked or changed, including any change in the electronic mail address to which documents are delivered (if you have provided an electronic mail address), at any time by notifying the Company of such revised or revoked consent by telephone, postal service or electronic mail at . Finally, you understand that you are not required to consent to electronic delivery.

11. Compliance with Laws and Regulations. The exercise of this Option will be subject to and conditioned upon compliance by the Company and you with all applicable state, federal and foreign laws and regulations and with all applicable requirements of any stock exchange or automated quotation system on which the Company’s Class A Common Stock may be listed or quoted at the time of such issuance or transfer. The Shares issued pursuant to this Agreement shall be endorsed with appropriate legends, if any, determined by the Company.

12. Governing Law; Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (a) such provision shall be excluded from this Agreement, (b) the balance of this Agreement shall be interpreted as if such provision were so excluded and (c) the balance of this Agreement shall be enforceable in accordance with its terms. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of Delaware, without giving effect to principles of conflicts of law. For purposes of litigating any dispute that may arise directly or indirectly from the Plan, the Notice and this Agreement, the parties hereby submit and consent to litigation in the exclusive jurisdiction of the State of Delaware and agree that any such litigation shall be conducted only in the courts of Delaware Chancery Court or the federal courts of the United States for the District of Delaware and no other courts.

13. No Rights as Employee, Director or Consultant. Nothing in this Agreement shall affect in any manner whatsoever the right or power of the Company, or a Parent, Subsidiary or Affiliate of the Company, to terminate your Service, for any reason, with or without Cause.

14. Adjustment. In the event of a stock split, a stock dividend or a similar change in Company stock, the number of Shares covered by this Option and the exercise price per Share may be adjusted pursuant to the Plan.

 

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15. Lock-Up Agreement. In connection with the initial public offering of the Company’s securities and upon request of the Company or the underwriters managing any underwritten offering of the Company’s securities, you hereby agree not to sell, make any short sale of, loan, grant any Option for the purchase of, or otherwise dispose of any securities of the Company however and whenever acquired (other than those included in the registration) without the prior written consent of the Company or such underwriters, as the case may be, for such period of time (not to exceed one hundred eighty (180) days) from the effective date of such registration as may be requested by the Company or such managing underwriters and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the time of the public offering; provided however that, if during the last seventeen (17) days of the restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or prior to the expiration of the restricted period the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the restricted period, then, upon the request of the managing underwriter, to the extent required by any FINRA rules, the restrictions imposed by this Section shall continue to apply until the end of the third trading day following the expiration of the fifteen (15)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. In no event will the restricted period extend beyond two hundred sixteen (216) days after the effective date of the registration statement.

16. Award Subject to Company Clawback or Recoupment. To the extent permitted by applicable law, the Option shall be subject to clawback or recoupment pursuant to any compensation clawback or recoupment policy adopted by the Board or required by law during the term of your employment or other Service that is applicable to you. In addition to any other remedies available under such policy, applicable law may require the cancellation of your Option (whether vested or unvested) and the recoupment of any gains realized with respect to your Option.

17. Entire Agreement; Enforcement of Rights. This Agreement, the Plan and the Notice constitute the entire agreement and understanding of the parties relating to the subject matter herein and supersede all prior discussions between them. Any prior agreements, commitments or negotiations concerning this Option are superseded. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing and signed by the parties to this Agreement. The failure by either party to enforce any rights under this Agreement shall not be construed as a waiver of any rights of such party.

BY ACCEPTING THIS OPTION, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS DESCRIBED ABOVE AND IN THE PLAN.

 

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NOTICE OF RESTRICTED STOCK AWARD

THE REAL GOOD FOOD COMPANY, INC.

2021 AMENDED AND RESTATED STOCK INCENTIVE PLAN

Unless otherwise defined herein, the terms defined in The Real Good Food Company, Inc. (the “Company”) 2021 Amended and Restated Stock Incentive Plan (the “Plan”) shall have the same meanings in this Notice of Restricted Stock Award (the “Notice”) and the attached Restricted Stock Agreement (the “Restricted Stock Agreement”). You have been granted the opportunity to purchase Shares of the Company that are subject to restrictions (the “Restricted Shares”) and the terms and conditions of the Plan, this Notice and the attached Restricted Stock Agreement.

 

Name:   
Address:   
Total Number of Restricted Shares Awarded:   
Fair Market Value per Restricted Share:    $
Total Fair Market Value of Award:    $
Purchase Price per Restricted Share:    $
Total Purchase Price for all Restricted Shares:    $
Date of Grant:   
Vesting Commencement Date:   
Vesting Schedule:    [INSERT VESTING SCHEDULE].
Additional Terms:    ☐  If this box is checked, the additional terms and conditions set forth on Attachment 1 hereto (as executed by the Company) are applicable and are incorporated herein by reference. No document need be attached as Attachment 1 if the box is not checked.

 

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You acknowledge that the vesting of the Restricted Shares pursuant to this Notice is earned only by continuing Service. By accepting the Restricted Shares, you and the Company agree that the Restricted Shares are granted under and governed by the terms and conditions of the Plan, the Notice and the Restricted Stock Agreement. You acknowledge and agree that the Vesting Schedule may change prospectively in the event that your Service status changes between full and part-time status in accordance with Company policies relating to work schedules and vesting of awards. You further acknowledge that the grant of the Restricted Shares by the Company is at the Company’s sole discretion, and does not entitle you to further grant(s) of Restricted Shares or any other award(s) under the Plan or any other plan or program maintained by the Company or any Parent, Subsidiary or Affiliate of the Company. By accepting the Restricted Shares, you consent to electronic delivery as set forth in the Restricted Stock Agreement. If the Restricted Stock Agreement is not executed by you within thirty (30) days of the Company’s delivery of this Agreement to you, then this grant shall be void.

 

PARTICIPANT:   THE REAL GOOD FOOD COMPANY, INC.
Signature:  

 

   By:  

 

Print Name:  

 

  

Name:

 

  

 

 

    Its:  

 

 

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RESTRICTED STOCK AGREEMENT

THE REAL GOOD FOOD COMPANY, INC.

2021 AMENDED AND RESTATED STOCK INCENTIVE PLAN

THIS RESTRICTED STOCK AGREEMENT (this “Agreement”) is made as of , 2021 by and between The Real Good Food Company, Inc., a Delaware corporation (the “Company”), and (“you”) pursuant to the Company’s 2021 Amended and Restated Stock Incentive Plan (the “Plan”). Unless otherwise defined herein, the terms defined in the Plan shall have the same meanings in this Agreement.

1. Sale of Stock. Subject to the terms and conditions of this Agreement, on the Purchase Date (as defined below) the Company will issue and sell to you, and you agree to purchase from the Company, the number of Shares shown on the Notice of Restricted Stock Award (the “Notice”) at the Purchase Price per Share stated therein. The term “Shares” refers to the purchased Shares and all securities received in replacement of or in connection with the Shares pursuant to stock dividends or splits, all securities received in replacement of the Shares in a recapitalization, merger, reorganization, exchange or the like, and all new, substituted or additional securities or other properties to which you are entitled by reason of your ownership of the Shares.

2. Time and Place of Purchase. The purchase and sale of the Shares under this Agreement shall occur at the principal office of the Company simultaneously with the execution of this Agreement by the parties, or on such other date as the Company and you shall agree (the “Purchase Date”). On the Purchase Date, the Company will issue uncertificated shares designated for you in book entry form on the records of the Company’s transfer agent, representing the Shares to be purchased by you against payment of the purchase price therefor by you by (a) check made payable to the Company, (b) cancellation of indebtedness of the Company to you, (c) your personal Services that the Committee has determined have already been rendered to the Company, if permitted by applicable law, or (d) a combination of the foregoing.

3. Restrictions on Resale. By signing this Agreement, you agree not to sell any Shares acquired pursuant to the Plan and this Agreement at a time when applicable laws, regulations or Company or underwriter trading policies prohibit exercise or sale. This restriction will apply as long as you are providing Service to the Company or a Subsidiary of the Company.

3.1 Repurchase Right on Termination. For the purposes of this Agreement, a “Repurchase Event” shall mean an occurrence of one of the following:

(i) termination of your Service, whether voluntary or involuntary and with or without cause;

(ii) your resignation, retirement or death; or

(iii) any attempted transfer by you of the Shares, or any interest therein, in violation of this Agreement.

Upon the occurrence of a Repurchase Event, the Company shall have the right (but not an obligation) to purchase your Shares at a price equal to the Purchase Price per Share (the “Repurchase Right”). The Repurchase Right shall lapse in accordance with the vesting schedule set forth in the Notice of Restricted Stock Award. For purposes of this Agreement, “Unvested Shares” means Stock pursuant to which the Company’s Repurchase Right has not lapsed.

3.2 Exercise of Repurchase Right. Unless the Company provides written notice to you within 90 days from the date of termination of your Service to the Company that the Company does not intend to exercise its Repurchase Right with respect to some or all of the Unvested Shares, the Repurchase Right shall be deemed automatically exercised by the Company as of the 90th day following such termination, provided that the Company may notify

 

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you that it is exercising its Repurchase Right as of a date prior to such 90th day. Unless you are otherwise notified by the Company pursuant to the preceding sentence that the Company does not intend to exercise its Repurchase Right as to some or all of the Unvested Shares, execution of this Agreement by you constitutes written notice to you of the Company’s intention to exercise its Repurchase Right with respect to all Unvested Shares to which such Repurchase Right applies at the time of your termination of Service. The Company, at its choice, may satisfy its payment obligation to you with respect to exercise of the Repurchase Right by either (A) delivering a check to you in the amount of the purchase price for the Unvested Shares being repurchased, or (B) in the event you are indebted to the Company, canceling an amount of such indebtedness equal to the purchase price for the Unvested Shares being repurchased, or (C) by a combination of (A) and (B) so that the combined payment and cancellation of indebtedness equals such purchase price. In the event of any deemed automatic exercise of the Repurchase Right by canceling an amount of such indebtedness equal to the purchase price for the Unvested Shares being repurchased, such cancellation of indebtedness shall be deemed automatically to occur as of the 90th day following termination of your Service unless the Company otherwise satisfies its payment obligations. As a result of any repurchase of Unvested Shares pursuant to the Repurchase Right, the Company shall become the legal and beneficial owner of the Unvested Shares being repurchased and shall have all rights and interest therein or related thereto, and the Company shall have the right to transfer to its own name the number of Unvested Shares being repurchased by the Company, without further action by you.

3.3 Acceptance of Restrictions. Acceptance of the Shares shall constitute your agreement to such restrictions and the notation in the Company’s direct registration system for stock issuance and transfer of such restrictions set forth in Section 4.1 with respect thereto. Notwithstanding such restrictions, however, so long as you are the holder of the Shares, or any portion thereof, you shall be entitled to receive all dividends declared on and to vote the Shares and to all other rights of a stockholder with respect thereto.

3.4 Non-Transferability of Unvested Shares. In addition to any other limitation on transfer created by applicable securities laws or any other agreement between the Company and you, you may not transfer any Unvested Shares, or any interest therein, unless consented to in writing by a duly authorized representative of the Company. Any purported transfer without such consent is void and of no effect, and no purported transferee thereof will be recognized as a holder of the Unvested Shares for any purpose whatsoever. Should such a transfer purport to occur, the Company may refuse to carry out the transfer on its books, set aside the transfer, or exercise any other legal or equitable remedy. In the event the Company consents to a transfer of Unvested Shares, all transferees of Shares or any interest therein will receive and hold such Shares or interest subject to the provisions of this Agreement, including, insofar as applicable, the Repurchase Right. In the event of any purchase by the Company hereunder where the Shares or interest therein are held by a transferee, the transferee shall be obligated, if requested by the Company, to transfer the Shares or interest therein to you for consideration equal to the amount to be paid by the Company hereunder. In the event the Repurchase Right is deemed exercised by the Company, the Company may deem any transferee to have transferred the Shares or interest to you prior to their purchase by the Company, and payment of the purchase price by the Company to such transferee shall be deemed to satisfy your obligation to pay such transferee for such Shares or interest, and also to satisfy the Company’s obligation to pay you for such Shares or interest.

3.5 Assignment. The Repurchase Right may be assigned by the Company in whole or in part to any persons or organization.

4. Stop Transfer Orders.

4.1 Stop-Transfer Notices. You agree that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.

 

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4.2 Refusal to Transfer. The Company shall not be required (a) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or (b) to treat as the owner or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been so transferred.

5. No Rights as Employee, Director or Consultant. Nothing in this Agreement shall affect in any manner whatsoever the right or power of the Company, or a Parent, Subsidiary or Affiliate of the Company, to terminate your Service, for any reason, with or without Cause.

6. Miscellaneous.

6.1 Acknowledgement. The Company and you agree that the Restricted Shares are granted under and governed by the Notice, this Agreement and the provisions of the Plan (incorporated herein by reference). You: (a) acknowledge receipt of a copy of the Plan and the Plan prospectus, (b) represent that you have carefully read and are familiar with their provisions, and (c) hereby accept the Restricted Shares subject to all of the terms and conditions set forth herein and those set forth in the Plan and the Notice. You hereby agree to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions relating to the Plan, the Notice and the Restricted Stock Agreement.

6.2 Entire Agreement; Enforcement of Rights. This Agreement, the Plan and the Notice constitute the entire agreement and understanding of the parties relating to the subject matter herein and supersede all prior discussions between them. Any prior agreements, commitments or negotiations concerning the purchase of the Shares hereunder are superseded. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing and signed by the parties to this Agreement. The failure by either party to enforce any rights under this Agreement shall not be construed as a waiver of any rights of such party.

6.3 Compliance with Laws and Regulations. The issuance of Shares will be subject to and conditioned upon compliance by the Company and you with all applicable state, federal and foreign laws and regulations and with all applicable requirements of any stock exchange or automated quotation system on which the Company’s Class A Common Stock may be listed or quoted at the time of such issuance or transfer. The Shares issued pursuant to this Agreement shall be endorsed with appropriate legends, if any, determined by the Company.

6.4 Governing Law; Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision(s) in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (a) such provision shall be excluded from this Agreement, (b) the balance of this Agreement shall be interpreted as if such provision were so excluded and (c) the balance of this Agreement shall be enforceable in accordance with its terms. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of Delaware, without giving effect to principles of conflicts of law. For purposes of litigating any dispute that may arise directly or indirectly from the Plan, the Notice and this Agreement, the parties hereby submit and consent to litigation in the exclusive jurisdiction of the State of Delaware and agree that any such litigation shall be conducted only in the courts of Delaware Chancery Court or the federal courts of the United States for the District of Delaware and no other courts.

6.5 Construction. This Agreement is the result of negotiations between and has been reviewed by each of the parties hereto and their respective counsel, if any; accordingly, this Agreement shall be deemed to be the product of all of the parties hereto, and no ambiguity shall be construed in favor of or against any one of the parties hereto.

 

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6.6 Notices. Any notice to be given under the terms of the Plan shall be addressed to the Company in care of its principal office, and any notice to be given to you shall be addressed to you at the address maintained by the Company for such person or at such other address as you may specify in writing to the Company.

6.7 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

6.8 U.S. Tax Consequences. Unless an Election (defined below) is made, upon vesting of Shares, you will include in taxable income the difference between the fair market value of the vesting Shares, as determined on the date of their vesting, and the price paid for the Shares. This will be treated as ordinary income by you and will be subject to withholding by the Company when required by applicable law. In the absence of an Election, the Company shall satisfy the withholding requirements as set forth in Section 7 below. If you make an Election, then you must, prior to making the Election, pay in cash (or check) to the Company an amount equal to the amount the Company is required to withhold for income and employment taxes.

7. Withholding Taxes and Stock Withholding. Regardless of any action the Company or your actual employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), you acknowledge that the ultimate liability for all Tax-Related Items legally due by you is and remains your responsibility and that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Shares received under this award, including the award or vesting of such Shares, the subsequent sale of Shares under this award and the receipt of any dividends; and (2) do not commit to structure the terms of the award or any aspect of the Restricted Shares to reduce or eliminate your liability for Tax-Related Items. You acknowledge that if you are subject to Tax-Related Items in more than one jurisdiction, the Company and/or the Employer may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

The Company will only recognize you as a record holder of Shares if you have paid or made adequate arrangements satisfactory to the Company and/or the Employer to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, you authorize the Company and/or the Employer to withhold all applicable Tax-Related Items payable by you from your wages or other cash compensation paid to you by the Company and/or the Employer. With the Company’s consent, these arrangements may also include, if permissible under local law, (a) withholding Shares that otherwise would be released from the Repurchase Right when they vest, provided that the Company only withholds the amount of Shares necessary to satisfy the minimum statutory withholding amount, (b) having the Company withhold taxes from the proceeds of the sale of the Shares, either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf and you hereby authorize such sales by this authorization), (c) your payment of a cash amount, or (d) any other arrangement approved by the Company; all under such rules as may be established by the Committee and in compliance with the Company’s Insider Trading Policy and 10b5-1 Trading Plan Policy, if applicable; provided however, that if you are a Section 16 officer of the Company under the Exchange Act, then the Committee (as constituted in accordance with Rule 16b-3 under the Exchange Act) shall establish the method of withholding from alternatives (a)-(d) above, and the Committee shall establish the method prior to the Tax-Related Items withholding event. The Fair Market Value of these Shares, determined as of the effective date when taxes otherwise would have been withheld in cash, will be applied as a credit against the withholding taxes. You shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of your participation in the Plan or your purchase of Shares that cannot be satisfied by the means previously described. Finally, you acknowledge that the Company has no obligation to deliver Shares to you until you have satisfied the obligations in connection with the Tax-Related Items as described in this Section.

8. Section 83(b) Election. You hereby acknowledges that you have been informed that, with respect to the purchase of the Shares, an election may be filed by you with the Internal Revenue Service, within 30 days of the

 

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purchase of the Shares, electing pursuant to Section 83(b) of the Code to be taxed currently on any difference between the purchase price of the Shares and their Fair Market Value on the date of purchase (the “Election”). Making the Election will result in recognition of taxable income to you on the date of purchase, measured by the excess, if any, of the Fair Market Value of the Shares over the purchase price for the Shares. Absent such an Election, taxable income will be measured and recognized by you at the time or times on which the Company’s Repurchase Right lapses. You hereby agree that, if you make such an Election, you will simultaneously provide a copy thereof to the Company. You are strongly encouraged to seek the advice of your own tax consultants in connection with the purchase of the Shares and the advisability of filing of the Election. YOU ACKNOWLEDGE THAT IT IS SOLELY YOUR RESPONSIBILITY, AND NOT THE COMPANY’S RESPONSIBILITY, TO TIMELY FILE THE ELECTION UNDER SECTION 83(b) OF THE CODE, EVEN IF YOU REQUEST THE COMPANY, OR ITS REPRESENTATIVE, TO MAKE THIS FILING ON YOUR BEHALF.

9. Consent to Electronic Delivery of All Plan Documents and Disclosures. By acceptance of this Restricted Stock Award, you consent to the electronic delivery of the Notice, this Agreement, the Plan, account statements, Plan prospectuses required by the Securities and Exchange Commission, U.S. financial reports of the Company, and all other documents that the Company is required to deliver to its security holders (including, without limitation, annual reports and proxy statements) or other communications or information related to the Restricted Stock Award. Electronic delivery may include the delivery of a link to a Company intranet or the internet site of a third party involved in administering the Plan, the delivery of the document via e-mail or such other delivery determined at the Company’s discretion. You acknowledge that you may receive from the Company a paper copy of any documents delivered electronically at no cost if you contact the Company by telephone, through a postal service or electronic mail at . You further acknowledge that you will be provided with a paper copy of any documents delivered electronically if electronic delivery fails; similarly, you understand that you must provide on request to the Company or any designated third party a paper copy of any documents delivered electronically if electronic delivery fails. Also, you understand that your consent may be revoked or changed, including any change in the electronic mail address to which documents are delivered (if you have provided an electronic mail address), at any time by notifying the Company of such revised or revoked consent by telephone, postal service or electronic mail at . Finally, you understand that you are not required to consent to electronic delivery.

10. Adjustment. In the event of a stock split, a stock dividend or a similar change in Company stock, the number of Shares covered by the Restricted Stock Award and the purchase price per share may be adjusted pursuant to the Plan.

11. Award Subject to Company Clawback or Recoupment. To the extent permitted by applicable law, the Shares shall be subject to clawback or recoupment pursuant to any compensation clawback or recoupment policy adopted by the Board or required by law during the term of your employment or other Service with the Company that is applicable to you. In addition to any other remedies available under such policy, applicable law may require the cancellation of your Shares (whether vested or unvested) and the recoupment of any gains realized with respect to your Shares.

BY ACCEPTING THIS RESTRICTED STOCK AWARD, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS DESCRIBED ABOVE AND IN THE PLAN.

 

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The parties have executed this Agreement as of the date first set forth above.

 

THE REAL GOOD FOOD COMPANY, INC.
By:  

 

Name:  

 

Its:  

 

RECIPIENT:  
Signature:  

 

Print Name:  

 

 

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RECEIPT

The Real Good Food Company, Inc. hereby acknowledges receipt of (check as applicable):

☐ A check or wire transfer in the amount of $[        ]

☐ The cancellation of indebtedness in the amount of $[        ]

☐ Given by [        ] as consideration for the book entry in your name for [                ] shares of Class A Common Stock of The Real Good Food Company, Inc.

☐ Other method as permitted by the Plan and specifically approved by the Board or Committee, and described here:

Dated: [            ]

 

THE REAL GOOD FOOD COMPANY, INC.
By:  

 

Print Name:  

 

 

Its:

  

 

[Receipt]

 

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NOTICE OF RESTRICTED STOCK UNIT AWARD

THE REAL GOOD FOOD COMPANY, INC.

2021 AMENDED AND RESTATED STOCK INCENTIVE PLAN

Unless otherwise defined herein, the terms defined in The Real Good Food Company, Inc. (the “Company”) 2021 Amended and Restated Stock Incentive Plan (the “Plan”) shall have the same meanings in this Notice of Restricted Stock Unit Award (the “Notice”) and the attached Restricted Stock Unit Agreement (the “RSU Agreement”). You have been granted an award of Restricted Stock Units (“RSUs”) under the Plan subject to the terms and conditions of the Plan, this Notice and the attached RSU Agreement.

 

Name:   
Address:   
Number of RSUs:   
Date of Grant:   
Vesting Commencement Date:   
Expiration Date:    The date on which settlement of all RSUs granted hereunder occurs. This RSU expires earlier if your Service terminates earlier, as described in the RSU Agreement.
Vesting Schedule:    1/36th of the RSUs shall vest on the first day of each fiscal month following the Vesting Commencement Date; however, all RSUs shall vest upon the occurrence of any of the following: (a) the consummation by the Company of a Corporate Transaction, (b) the termination of your Service by you for Good Reason (as defined in that certain employment agreement dated , 2021 between you and The Real Good Food Company LLC), or (c) the termination of your Service by the Company for any reason except for Cause (as defined in the Plan).
Additional Terms:    ☐ If this box is checked, the additional terms and conditions set forth on Attachment 1 hereto (as executed by the Company) are applicable and are incorporated herein by reference. No document need be attached as Attachment 1 if the box is not checked.

 

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You acknowledge that the vesting of the RSUs pursuant to this Notice is earned only by continuing Service. By accepting this award, you and the Company agree that this award is granted under and governed by the terms and conditions of the Plan, the Notice and the RSU Agreement. You acknowledge and agree that the Vesting Schedule may change prospectively in the event that your Service status changes between full and part-time status in accordance with Company policies relating to work schedules and vesting of awards. You further acknowledge that the grant of this RSU by the Company is at the Company’s sole discretion, and does not entitle you to further grant(s) of RSU(s) or any other award(s) under the Plan or any other plan or program maintained by the Company or any Parent, Subsidiary or Affiliate of the Company. By accepting this RSU, you consent to electronic delivery as set forth in the RSU Agreement.

 

PARTICIPANT:   THE REAL GOOD FOOD COMPANY, INC.
Signature:  

 

   By:  

 

Print Name:  

 

  

Name:

 

  

 

 

    Its:  

 

 

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RESTRICTED STOCK UNIT AGREEMENT

THE REAL GOOD FOOD COMPANY, INC.

2021 AMENDED AND RESTATED STOCK INCENTIVE PLAN

You have been granted Restricted Stock Units (“RSUs”) by The Real Good Food Company, Inc. (the “Company”) under the 2021 Amended and Restated Stock Incentive Plan (the “Plan”), subject to the terms, restrictions and conditions of the Plan, the Notice of Restricted Stock Unit Award (the “Notice”) and this Restricted Stock Unit Agreement (this “RSU Agreement”). Unless otherwise defined herein, the terms defined in the Plan shall have the same meanings in this Agreement.

1. Settlement. Subject to Section 16 below, settlement of RSUs shall be made in the same calendar year as the applicable date of vesting under the vesting schedule set forth in the Notice; provided, however, that if the vesting date under the vesting schedule set forth in the Notice is in December, then settlement of any RSUs that vest in December shall be within 30 days of vesting. Settlement of RSUs shall be in Shares. Settlement means the delivery of the Shares vested under an RSU. No fractional RSUs or rights for fractional Shares shall be created pursuant to this RSU Agreement.

2. No Stockholder Rights. Unless and until such time as Shares are issued in settlement of vested RSUs, you shall have no ownership of the Shares allocated to the RSUs and shall have no right to dividends or to vote such Shares.

3. Dividend Equivalents. Dividends, if any (whether in cash or Shares), shall not be credited to you.

4. No Transfer. RSUs may not be sold, assigned, transferred, pledged, hypothecated, or otherwise disposed of in any manner other than by will or by the laws of descent or distribution or court order or unless otherwise permitted by the Committee on a case-by-case basis.

5. Termination. If your Service terminates for any reason, all unvested RSUs shall be forfeited to the Company forthwith, and all rights you have to such RSUs shall immediately terminate. In case of any dispute as to whether your termination of Service has occurred, the Committee shall have sole discretion to determine whether such termination has occurred and the effective date of such termination.

6. Construction. This RSU Agreement is the result of negotiations between and has been reviewed by each of the parties hereto and their respective counsel, if any; accordingly, this RSU Agreement shall be deemed to be the product of all of the parties hereto, and no ambiguity shall be construed in favor of or against any one of the parties hereto.

7. Notices. Any notice to be given under the terms of the Plan shall be addressed to the Company in care of its principal office, and any notice to be given to you shall be addressed to you at the address maintained by the Company for such person or at such other address as you may specify in writing to the Company.

8. Tax Consequences. You acknowledge that you will recognize tax consequences in connection with the RSUs. You should consult a tax adviser regarding your tax obligations in the jurisdiction where you are subject to tax. Under U.S. federal tax law, you will not recognize taxable income when you are granted or vest in the RSUs. In general, the RSUs will be taxed when they are settled and you will recognize ordinary income equal to the value of the Shares that you receive from the Company.

9. Withholding Taxes and Stock Withholding. Regardless of any action the Company or your actual employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), you acknowledge that the ultimate liability for all

 

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Tax-Related Items legally due by you is and remains your responsibility and that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the award, including the grant, vesting or settlement of the RSUs, the subsequent sale of Shares acquired pursuant to such settlement and the receipt of any dividends; and (2) do not commit to structure the terms of the award or any aspect of the RSUs to reduce or eliminate your liability for Tax-Related Items. You acknowledge that if you are subject to Tax-Related Items in more than one jurisdiction, the Company and/or the Employer may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

Prior to the settlement of your RSUs, you shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, you authorize the Company and/or the Employer to withhold all applicable Tax-Related Items payable by you from your wages or other cash compensation paid to you by the Company and/or the Employer. With the Company’s consent, these arrangements may also include, if permissible under local law, (a) withholding Shares that otherwise would be issued to you when your RSUs are settled, provided that the Company only withholds the amount of Shares necessary to satisfy the minimum statutory withholding amount, (b) having the Company withhold taxes from the proceeds of the sale of the Shares, either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf and you hereby authorize such sales by this authorization), (c) your payment of a cash amount, or (d) any other arrangement approved by the Company; all under such rules as may be established by the Committee and in compliance with the Company’s Insider Trading Policy and 10b5-1 Trading Plan Policy, if applicable; provided however, that if you are a Section 16 officer of the Company under the Exchange Act, then the Committee (as constituted in accordance with Rule 16b-3 under the Exchange Act) shall establish the method of withholding from alternatives (a)-(d) above, and the Committee shall establish such method prior to the Tax-Related Items withholding event. The Fair Market Value of these Shares, determined as of the effective date when taxes otherwise would have been withheld in cash, will be applied as a credit against the withholding taxes. You shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of your participation in the Plan or your purchase of Shares that cannot be satisfied by the means previously described. Finally, you acknowledge that the Company has no obligation to deliver Shares to you until you have satisfied the obligations in connection with the Tax-Related Items as described in this Section.

10. Acknowledgement. The Company and you agree that the RSUs are granted under and governed by the Notice, this RSU Agreement and the provisions of the Plan (incorporated herein by reference). You: (a) acknowledge receipt of a copy of the Plan and the Plan prospectus, (b) represent that you have carefully read and are familiar with their provisions, and (c) hereby accept the RSUs subject to all of the terms and conditions set forth herein and those set forth in the Plan and the Notice. You hereby agree to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions relating to the Plan, the Notice and this RSU Agreement.

11. Entire Agreement; Enforcement of Rights. This RSU Agreement, the Plan and the Notice constitute the entire agreement and understanding of the parties relating to the subject matter herein and supersede all prior discussions between them. Any prior agreements, commitments or negotiations concerning the purchase of the Shares hereunder are superseded. No modification of or amendment to this RSU Agreement, nor any waiver of any rights under this RSU Agreement, shall be effective unless in writing and signed by the parties to this RSU Agreement. The failure by either party to enforce any rights under this RSU Agreement shall not be construed as a waiver of any rights of such party.

12. Compliance with Laws and Regulations. The issuance of Shares will be subject to and conditioned upon compliance by the Company and you with all applicable state, federal and foreign laws and regulations and with all applicable requirements of any stock exchange or automated quotation system on which the Company’s Class A Common Stock may be listed or quoted at the time of such issuance or transfer. The Shares issued pursuant to this RSU Agreement shall be endorsed with appropriate legends, if any, determined by the Company.

 

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13. Governing Law; Severability. If one or more provisions of this RSU Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (a) such provision shall be excluded from this RSU Agreement, (b) the balance of this RSU Agreement shall be interpreted as if such provision were so excluded and (c) the balance of this RSU Agreement shall be enforceable in accordance with its terms. This RSU Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of Delaware, without giving effect to principles of conflicts of law. For purposes of litigating any dispute that may arise directly or indirectly from the Plan, the Notice and this RSU Agreement, the parties hereby submit and consent to litigation in the exclusive jurisdiction of the State of Delaware and agree that any such litigation shall be conducted only in the courts of Delaware Chancery Court or the federal courts of the United States for the District of Delaware and no other courts.

14. No Rights as Employee, Director or Consultant. Nothing in this RSU Agreement shall affect in any manner whatsoever the right or power of the Company, or a Parent, Subsidiary or Affiliate of the Company, to terminate your Service, for any reason, with or without Cause.

15. Consent to Electronic Delivery of All Plan Documents and Disclosures. By your acceptance of this RSU, you consent to the electronic delivery of the Notice, this RSU Agreement, the Plan, account statements, Plan prospectuses required by the Securities and Exchange Commission, U.S. financial reports of the Company, and all other documents that the Company is required to deliver to its security holders (including, without limitation, annual reports and proxy statements) or other communications or information related to the RSU. Electronic delivery may include the delivery of a link to a Company intranet or the internet site of a third party involved in administering the Plan, the delivery of the document via e-mail or such other delivery determined at the Company’s discretion. You acknowledge that you may receive from the Company a paper copy of any documents delivered electronically at no cost if you contact the Company by telephone, through a postal service or electronic mail at . You further acknowledge that you will be provided with a paper copy of any documents delivered electronically if electronic delivery fails; similarly, you understand that you must provide on request to the Company or any designated third party a paper copy of any documents delivered electronically if electronic delivery fails. Also, you understand that your consent may be revoked or changed, including any change in the electronic mail address to which documents are delivered (if you have provided an electronic mail address), at any time by notifying the Company of such revised or revoked consent by telephone, postal service or electronic mail at . Finally, you understand that you are not required to consent to electronic delivery.

16. Code Section 409A. For purposes of this RSU Agreement, a termination of employment will be determined consistent with the rules relating to a “separation from service” as defined in Section 409A of the Internal Revenue Code and the regulations thereunder (“Section 409A”). Notwithstanding anything else provided herein, to the extent any payments provided under this RSU Agreement in connection with your termination of employment constitute deferred compensation subject to Section 409A, and you are deemed at the time of such termination of employment to be a “specified employee” under Section 409A, then such payment shall not be made or commence until the earlier of (a) the expiration of the six-month period measured from your separation from service or (b) the date of your death following such a separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to you including, without limitation, the additional tax for which you would otherwise be liable under Section 409A(a)(1)(B) in the absence of such a deferral. To the extent any payment under this RSU Agreement may be classified as a “short-term deferral” within the meaning of Section 409A, such payment shall be deemed a short-term deferral, even if it may also qualify for an exemption from Section 409A under another provision of Section 409A. Payments pursuant to this Section are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations.

17. Adjustment. In the event of a stock split, a stock dividend or a similar change in Company stock, the number of Shares covered by the RSUs may be adjusted pursuant to the Plan.

 

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18. Lock-Up Agreement. In connection with the initial public offering of the Company’s securities and upon request of the Company or the underwriters managing any underwritten offering of the Company’s securities, you hereby agree not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any securities of the Company however and whenever acquired (other than those included in the registration) without the prior written consent of the Company or such underwriters, as the case may be, for such period of time (not to exceed one hundred eighty (180) days) from the effective date of such registration as may be requested by the Company or such managing underwriters and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the time of the public offering; provided however that, if during the last seventeen (17) days of the restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or prior to the expiration of the restricted period the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the restricted period, then, upon the request of the managing underwriter, to the extent required by any FINRA rules, the restrictions imposed by this Section shall continue to apply until the end of the third trading day following the expiration of the fifteen (15)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. In no event will the restricted period extend beyond two hundred sixteen (216) days after the effective date of the registration statement.

19. Award Subject to Company Clawback or Recoupment. To the extent permitted by applicable law, the RSUs shall be subject to clawback or recoupment pursuant to any compensation clawback or recoupment policy adopted by the Board or required by law during the term of your employment or other Service that is applicable to you. In addition to any other remedies available under such policy, applicable law may require the cancellation of your RSUs (whether vested or unvested) and the recoupment of any gains realized with respect to your RSUs.

BY ACCEPTING THIS RSU, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS DESCRIBED ABOVE AND IN THE PLAN.

 

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NOTICE OF STOCK APPRECIATION RIGHT AWARD

THE REAL GOOD FOOD COMPANY, INC.

2021 AMENDED AND RESTATED STOCK INCENTIVE PLAN

Unless otherwise defined herein, the terms defined in The Real Good Food Company, Inc. (the “Company”) 2021 Amended and Restated Stock Incentive Plan (the “Plan”) shall have the same meanings in this Notice of Stock Appreciation Right Award (the “Notice of Grant”) and the attached Stock Appreciation Right Agreement (the “SAR Agreement”). You have been granted an award of Stock Appreciation Rights (the “SAR”) of the Company under the Plan subject to the terms and conditions of the Plan, this Notice of Grant and the SAR Agreement.

 

Name:   
Address:   
Date of Grant:   
Vesting Commencement Date:   
Exercise Price:   
Total Number of Shares Represented by SAR:   
Expiration Date:   
Vesting Schedule:    Subject to the limitations set forth in this Notice, the Plan and the Stock Bonus Agreement, the Shares will vest in accordance with the following schedule: [INSERT VESTING SCHEDULE HERE].

 

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You acknowledge that the vesting of the SAR pursuant to this Notice of Grant is earned only by continuing Service. By accepting the SAR, you and the Company agree that the SAR is granted under and governed by the terms and conditions of the Plan, the Notice of Grant and the SAR Agreement. You acknowledge and agree that the Vesting Schedule may change prospectively in the event that your Service status changes between full and part-time status in accordance with Company policies relating to work schedules and vesting of awards. You further acknowledge that the grant of this SAR by the Company is at the Company’s sole discretion, and does not entitle you to further grant(s) of SAR(s) or any other award(s) under the Plan or any other plan or program maintained by the Company or any Parent, Subsidiary or Affiliate of the Company. By accepting the SAR, you consent to electronic delivery as set forth in the SAR Agreement.

 

PARTICIPANT:   THE REAL GOOD FOOD COMPANY, INC.
Signature:  

 

   By:  

 

Print Name:  

 

  

Name:

 

  

 

 

    Its:  

 

 

A-42

STOCK APPRECIATION RIGHT AWARD AGREEMENT

THE REAL GOOD FOOD COMPANY, INC.

2021 AMENDED AND RESTATED STOCK INCENTIVE PLAN

You have been granted an award of Stock Appreciation Rights (the “SAR”) by The Real Good Food Company, Inc. (the “Company”) under the 2021 Amended and Restated Stock Incentive Plan (the “Plan”), subject to the terms, restrictions and conditions of the Plan, the Notice of Stock Appreciation Right Award (the “Notice of Grant”) and this Stock Appreciation Right Agreement (the “Agreement”). Unless otherwise defined herein, the terms defined in the Plan shall have the same meanings in this Agreement.

1. Grant of SAR. You have been granted a SAR with respect to the number of Shares set forth in the Notice of Grant at the Exercise Price set forth in the Notice of Grant. In the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Agreement, the terms and conditions of the Plan shall prevail.

2. Termination Period.

(a) General Rule. If your Service terminates for any reason except death or Disability, and other than for Cause, then this SAR will expire at the close of business at Company headquarters on the date three (3) months after your termination of Service (subject to the expiration detailed in Section 6). In no event shall this SAR be exercised later than the Expiration Date set forth in the Notice of Grant. If your Service is terminated for Cause, this SAR will expire upon the date of such termination. The Company determines when your Service terminates for all purposes under this Agreement.

(b) Death; Disability. If your Service does not terminate before you die (or you die within three (3) months of your termination of Service to the Company other than for Cause), then this SAR will expire at the close of business at Company headquarters on the date twelve (12) months after the date of your death (subject to the expiration detailed in Section 6). If your Service terminates because of your Disability, then this SAR will expire at the close of business at Company headquarters on the date twelve (12) months after your termination date (subject to the expiration detailed in Section 6).

(c) No Notice. You are responsible for keeping track of these exercise periods following your termination of Service for any reason. The Company will not provide further notice of such periods. In no event shall this SAR be exercised later than the Expiration Date set forth in the Notice of Grant.

3. Vesting Rights. Subject to the applicable provisions of the Plan and this Agreement, this SAR may be exercised, in whole or in part, in accordance with the schedule set forth in the Notice of Grant.

4. Exercise of SAR.

(a) Right to Exercise. This SAR is exercisable during its term in accordance with the Vesting Schedule set forth in the Notice of Grant and the applicable provisions of the Plan and this Agreement. In the event of your death, Disability, or other cessation of Service, the exercisability of the SAR is governed by the applicable provisions of the Plan, the Notice of Grant and this Agreement. This SAR may not be exercised for a fraction of a Share.

(b) Method of Exercise. This SAR is exercisable by delivery of an exercise notice in a form specified by the Company (the “Exercise Notice”), which shall state the election to exercise the SAR, the number of Shares in respect of which the SAR is being exercised, and such other representations and agreements as may be required by the Company pursuant to the provisions of the Plan. The Exercise Notice shall be delivered in person, by mail,

 

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via electronic mail or facsimile or by other authorized method to the Secretary of the Company or other person designated by the Company. This SAR shall be deemed to be exercised upon receipt by the Company of a fully executed Exercise Notice and any applicable tax withholding due upon exercise of the SAR.

(c) Form of Settlement. Upon exercise of the SAR, you will be entitled to receive payment from the Company in an amount equal to the SAR Value (as defined in the Plan). At the discretion of the Committee, the payment from the Company for the SAR exercise may be in cash, in Shares of equivalent value (the “Exercised Shares”) or in some combination thereof. The portion of a SAR being settled may be paid currently or on a deferred basis with such interest or dividend equivalent, if any, as the Committee determines, provided that the terms of the SAR and any deferral satisfy the requirements of Section 409A of the Code. No Exercised Shares shall be issued pursuant to the exercise of this SAR unless such issuance and exercise complies with all relevant provisions of law and the requirements of any stock exchange or quotation service upon which the Exercised Shares are then listed. Assuming such compliance, for income tax purposes the Exercised Shares, if any, shall be considered transferred to you on the date the SAR is exercised with respect to such Exercised Shares.

5. Non-Transferability of SAR. This SAR may not be transferred in any manner other than by will or by the laws of descent or distribution or court order and may be exercised during your lifetime only by you unless otherwise permitted by the Committee on a case-by-case basis. The terms of the Plan and this Agreement shall be binding upon your executors, administrators, heirs, successors and assigns.

6. Term of SAR. This SAR shall in any event expire on the expiration date set forth in the Notice of Grant, which date is ten (10) years after the Date of Grant specified therein.

7. Tax Consequences. You should consult a tax adviser for tax consequences relating to this SAR in the jurisdiction in which you are subject to tax. YOU SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THIS SAR OR DISPOSING OF THE EXERCISE SHARES, IF ANY. If you are an Employee or a former Employee, the Company may be required to withhold from your compensation an amount equal to the minimum amount the Company is required to withhold for income and employment taxes or collect from you and pay to the applicable taxing authorities an amount in cash equal to a percentage of this compensation income at the time of exercise.

8. Withholding Taxes and Stock Withholding. Regardless of any action the Company or your actual employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), you acknowledge that the ultimate liability for all Tax-Related Items legally due by you is and remains your responsibility and that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the SAR, including the grant, vesting or exercise of the SAR, the subsequent sale of Exercised Shares, if any, acquired pursuant to such exercise and the receipt of any dividends; and (2) do not commit to structure the terms of the grant or any aspect of the SAR to reduce or eliminate your liability for Tax-Related Items. You acknowledge that if you are subject to Tax-Related Items in more than one jurisdiction, the Company and/or the Employer may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

Prior to exercise of the SAR, you shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, you authorize the Company and/or the Employer to withhold all applicable Tax-Related Items payable by you from your wages, the SAR Value, or other cash compensation paid to you by the Company and/or the Employer. With the Company’s consent, these arrangements may also include, if permissible under local law, (a) withholding Exercised Shares, if any, that otherwise would be issued to you when you exercise this SAR, provided that the Company only withholds the amount of Exercised Shares necessary to satisfy the minimum statutory withholding amount, (b) having the Company withhold taxes from the proceeds of the sale of

 

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the Exercised Shares, if any, either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf and you hereby authorize such sales by this authorization), (c) your payment of a cash amount, or (d) any other arrangement approved by the Company; all under such rules as may be established by the Committee and in compliance with the Company’s Insider Trading Policy and 10b5-1 Trading Plan Policy, if applicable; provided however, that if you are a Section 16 officer of the Company under the Exchange Act, then the Committee (as constituted in accordance with Rule 16b-3 under the Exchange Act) shall establish the method of withholding from alternatives (a)-(d) above, and the Committee shall establish such method prior to the Tax-Related Items withholding event. The Fair Market Value of the Exercised Shares, determined as of the effective date of the SAR exercise, will be applied as a credit against the withholding taxes. You shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of your participation in the Plan or your purchase of Shares that cannot be satisfied by the means previously described. Finally, you acknowledge that the Company has no obligation to honor the exercise or deliver Exercised Shares, if any, or the SAR Value to you until you have satisfied the obligations in connection with the Tax-Related Items as described in this Section.

9. Acknowledgement. The Company and you agree that the SAR is granted under and governed by the Notice of Grant, this Agreement and the provisions of the Plan (incorporated herein by reference). You: (a) acknowledge receipt of a copy of the Plan and the Plan prospectus, (b) represent that you have carefully read and are familiar with their provisions, and (c) hereby accept the SAR subject to all of the terms and conditions set forth herein and those set forth in the Plan and the Notice of Grant. You hereby agree to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions relating to the Plan, the Notice of Grant and the SAR Agreement.

10. Entire Agreement; Enforcement of Rights. This Agreement, the Plan and the Notice of Grant constitute the entire agreement and understanding of the parties relating to the subject matter herein and supersede all prior discussions between them. Any prior agreements, commitments or negotiations concerning the purchase of the Shares hereunder are superseded. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing and signed by the parties to this Agreement. The failure by either party to enforce any rights under this Agreement shall not be construed as a waiver of any rights of such party.

11. Compliance with Laws and Regulations. The issuance of Exercised Shares, if any, will be subject to and conditioned upon compliance by the Company and you with all applicable state, federal and foreign laws and regulations and with all applicable requirements of any stock exchange or automated quotation system on which the Company’s Class A Common Stock may be listed or quoted at the time of such issuance or transfer. The Exercised Shares, if any, issued pursuant to this Agreement shall be endorsed with appropriate legends, if any, determined by the Company.

12. Governing Law; Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (a) such provision shall be excluded from this Agreement, (b) the balance of this Agreement shall be interpreted as if such provision were so excluded and (c) the balance of this Agreement shall be enforceable in accordance with its terms. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of Delaware, without giving effect to principles of conflicts of law. For purposes of litigating any dispute that may arise directly or indirectly from the Plan, the Notice of Grant and this Agreement, the parties hereby submit and consent to litigation in the exclusive jurisdiction of the State of Delaware and agree that any such litigation shall be conducted only in the courts of Delaware Chancery Court or the federal courts of the United States for the District of Delaware and no other courts.

 

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13. No Rights as Employee, Director or Consultant. Nothing in this Agreement shall affect in any manner whatsoever the right or power of the Company, or a Parent, Subsidiary or Affiliate of the Company, to terminate your Service, for any reason, with or without Cause.

14. Consent to Electronic Delivery of All Plan Documents and Disclosures. By your acceptance of this SAR, you consent to the electronic delivery of the Notice of Grant, this Agreement, the Plan, account statements, Plan prospectuses required by the Securities and Exchange Commission, U.S. financial reports of the Company, and all other documents that the Company is required to deliver to its security holders (including, without limitation, annual reports and proxy statements) or other communications or information related to the SAR. Electronic delivery may include the delivery of a link to a Company intranet or the internet site of a third party involved in administering the Plan, the delivery of the document via e-mail or such other delivery determined at the Company’s discretion. You acknowledge that you may receive from the Company a paper copy of any documents delivered electronically at no cost if you contact the Company by telephone, through a postal service or electronic mail at . You further acknowledge that you will be provided with a paper copy of any documents delivered electronically if electronic delivery fails; similarly, you understand that you must provide on request to the Company or any designated third party a paper copy of any documents delivered electronically if electronic delivery fails. Also, you understand that your consent may be revoked or changed, including any change in the electronic mail address to which documents are delivered (if you have provided an electronic mail address), at any time by notifying the Company of such revised or revoked consent by telephone, postal service or electronic mail at . Finally, you understand that you are not required to consent to electronic delivery.

15. Adjustment. In the event of a stock split, a stock dividend or a similar change in Company stock, the number of Shares covered by this SAR and the exercise price per Share may be adjusted pursuant to the Plan.

16. Lock-Up Agreement. In connection with the initial public offering of the Company’s securities and upon request of the Company or the underwriters managing any underwritten offering of the Company’s securities, you hereby agree not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any securities of the Company however and whenever acquired (other than those included in the registration) without the prior written consent of the Company or such underwriters, as the case may be, for such period of time (not to exceed one hundred eighty (180) days) from the effective date of such registration as may be requested by the Company or such managing underwriters and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the time of the public offering; provided however that, if during the last seventeen (17) days of the restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or prior to the expiration of the restricted period the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the restricted period, then, upon the request of the managing underwriter, to the extent required by any FINRA rules, the restrictions imposed by this Section shall continue to apply until the end of the third trading day following the expiration of the fifteen (15)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. In no event will the restricted period extend beyond two hundred sixteen (216) days after the effective date of the registration statement.

17. Award Subject to Company Clawback or Recoupment. To the extent permitted by applicable law, the SAR shall be subject to clawback or recoupment pursuant to any compensation clawback or recoupment policy adopted by the Board or required by law during the term of your employment or other Service that is applicable to you. In addition to any other remedies available under such policy, applicable law may require the cancellation of your SAR (whether vested or unvested) and the recoupment of any gains realized with respect to your SAR.

BY ACCEPTING THIS SAR, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS DESCRIBED ABOVE AND IN THE PLAN.

 

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NOTICE OF PERFORMANCE SHARES AWARD

THE REAL GOOD FOOD COMPANY, INC.

2021 AMENDED AND RESTATED STOCK INCENTIVE PLAN

Unless otherwise defined herein, the terms defined in The Real Good Food Company, Inc. (the “Company”) 2021 Amended and Restated Stock Incentive Plan (the “Plan”) shall have the same meanings in this Notice of Performance Shares Award (the “Notice”) and the attached Performance Shares Award Agreement (the “Performance Shares Agreement”). You have been granted an award of Performance Shares (the “Performance Shares Award”) under the Plan subject to the terms and conditions of the Plan, this Notice and the attached Performance Shares Agreement.

 

Name:  
Address:  
Number of Shares:  
Date of Grant:  
Fair Market Value on Date of Grant:  
Vesting Commencement Date:  
Vesting Schedule:   Subject to the limitations set forth in this Notice, the Plan and the Performance Shares Agreement, the Shares will vest in accordance with the following schedule: [INSERT VESTING SCHEDULE].

 

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You acknowledge that the vesting of the Performance Shares Award pursuant to this Notice is earned only by continuing Service. By accepting the Performance Shares Award, you and the Company agree that the Performance Shares Award is granted under and governed by the terms and conditions of the Plan, the Notice and the Performance Shares Agreement. You acknowledge and agree that the Vesting Schedule may change prospectively in the event that your service status changes between full and part-time status in accordance with Company policies relating to work schedules and vesting of awards. You further acknowledge that the grant of this Performance Shares Award by the Company is at the Company’s sole discretion, and does not entitle you to further grant(s) of Performance Share Award(s) or any other award(s) under the Plan or any other plan or program maintained by the Company or any Parent, Subsidiary or Affiliate of the Company. By accepting the Performance Shares Award, you consent to electronic delivery as set forth in the Performance Shares Agreement.

 

PARTICIPANT:   THE REAL GOOD FOOD COMPANY, INC.
Signature:  

 

   By:  

 

Print Name:  

 

  

Name:

 

  

 

 

    Its:  

 

 

A-48

PERFORMANCE SHARES AGREEMENT

THE REAL GOOD FOOD COMPANY, INC.

2021 AMENDED AND RESTATED STOCK INCENTIVE PLAN

You have been granted a Performance Shares Award (“Performance Shares Award”) by The Real Good Food Company, Inc. (the “Company”) under the 2021 Amended and Restated Stock Incentive Plan (the “Plan”), subject to the terms, restrictions and conditions of the Plan, the Notice of Performance Shares Award (“Notice”) and this Performance Shares Agreement (this “Agreement”). Unless otherwise defined herein, the terms defined in the Plan shall have the same meanings in this Agreement.

1. Settlement. Your Performance Shares Award shall be settled in Shares and the Company’s transfer agent shall record ownership of such Shares in your name as soon as reasonably practicable after achievement of the Performance Factors enumerated in the Notice.

2. No Stockholder Rights. Unless and until you are recorded as the holder of such Shares on the stock records of the Company and its transfer agent, you shall have no right to dividends, to vote Shares, or to any other rights of a stockholder in respect of such Shares.

3. No Transfer. Your interest in this Performance Shares Award shall not be sold, assigned, transferred, pledged, hypothecated, or otherwise disposed of.

4. Termination. If your Service terminates for any reason, all of your rights under the Plan, this Agreement and the Notice in respect of this Award shall immediately terminate. In case of any dispute as to whether a termination of Service has occurred, the Committee shall have sole discretion to determine whether such termination has occurred and the effective date of such termination.

5. Construction. This Agreement is the result of negotiations between and has been reviewed by each of the parties hereto and their respective counsel, if any; accordingly, this Agreement shall be deemed to be the product of all of the parties hereto, and no ambiguity shall be construed in favor of or against any one of the parties hereto.

6. Notices. Any notice to be given under the terms of the Plan shall be addressed to the Company in care of its principal office, and any notice to be given to you shall be addressed to you at the address maintained by the Company for such person or at such other address as you may specify in writing to the Company.

7. Tax Consequences. YOU SHOULD CONSULT A TAX ADVISER BEFORE ACQUIRING THE SHARES IN THE JURISDICTION IN WHICH YOU ARE SUBJECT TO TAX. Shares shall not be issued under this Agreement unless you make arrangements acceptable to the Company to pay any withholding taxes that may be due as a result of the acquisition or vesting of Shares. Under U.S. federal tax laws, upon vesting of Shares, you will include in taxable income the difference between the fair market value of the vesting Shares, as determined on the date of their vesting. This will be treated as ordinary income by you and will be subject to withholding by the Company when required by applicable law. The Company shall satisfy the withholding requirements as set forth in Section 8 below.

8. Withholding Taxes and Stock Withholding. Regardless of any action the Company or your actual employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), you acknowledge that the ultimate liability for all Tax-Related Items legally due by you is and remains your responsibility and that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the award, including the award or vesting of such Shares, the subsequent sale of Shares under this award and the receipt of any dividends; and (2) do not commit to structure the terms of the

 

A-49

award to reduce or eliminate your liability for Tax-Related Items. You acknowledge that if you are subject to Tax-Related Items in more than one jurisdiction, the Company and/or the Employer may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

The Company will only recognize you as a record holder of Shares if you have paid or made adequate arrangements satisfactory to the Company and/or the Employer to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, you authorize the Company and/or the Employer to withhold all applicable Tax-Related Items payable by you from your wages or other cash compensation paid to you by the Company and/or the Employer. With the Company’s consent, these arrangements may also include, if permissible under local law, (a) withholding Shares that otherwise would be issued to you when they vest, provided that the Company only withholds the amount of Shares necessary to satisfy the minimum statutory withholding amount, (b) having the Company withhold taxes from the proceeds of the sale of the Shares, either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf and you hereby authorize such sales by this authorization), (c) your payment of a cash amount, or (d) any other arrangement approved by the Company; all under such rules as may be established by the Committee and in compliance with the Company’s Insider Trading Policy and 10b5-1 Trading Plan Policy, if applicable; provided however, that if you are a Section 16 officer of the Company under the Exchange Act, then the Committee (as constituted in accordance with Rule 16b-3 under the Exchange Act) shall establish the method of withholding from alternatives (a)-(d) above, and the Committee shall establish the method prior to the Tax-Related Items withholding event. The Fair Market Value of these Shares, determined as of the effective date when taxes otherwise would have been withheld in cash, will be applied as a credit against the withholding taxes. You shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of your participation in the Plan or your purchase of Shares that cannot be satisfied by the means previously described. Finally, you acknowledge that the Company has no obligation to deliver Shares to you until you have satisfied the obligations in connection with the Tax-Related Items as described in this Section.

9. Acknowledgement. The Company and you agree that the Performance Shares Award is granted under and governed by the Notice, this Agreement and the provisions of the Plan (incorporated herein by reference). You: (a) acknowledge receipt of a copy of the Plan and the Plan prospectus, (b) represent that you have carefully read and are familiar with their provisions, and (c) hereby accept the Performance Shares Award subject to all of the terms and conditions set forth herein and those set forth in the Plan and the Notice. You hereby agree to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions relating to the Plan, the Notice and this Agreement.

10. Entire Agreement; Enforcement of Rights. This Agreement, the Plan and the Notice constitute the entire agreement and understanding of the parties relating to the subject matter herein and supersede all prior discussions between them. Any prior agreements, commitments or negotiations concerning the purchase of the Shares hereunder are superseded. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing and signed by the parties to this Agreement. The failure by either party to enforce any rights under this Agreement shall not be construed as a waiver of any rights of such party.

11. Compliance with Laws and Regulations. The issuance of Shares will be subject to and conditioned upon compliance by the Company and you with all applicable state, federal and foreign laws and regulations and with all applicable requirements of any stock exchange or automated quotation system on which the Company’s Class A Common Stock may be listed or quoted at the time of such issuance or transfer. The Shares issued pursuant to this Agreement shall be endorsed with appropriate legends, if any, determined by the Company.

12. Governing Law; Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties

 

A-50

cannot reach a mutually agreeable and enforceable replacement for such provision, then (a) such provision shall be excluded from this Agreement, (b) the balance of this Agreement shall be interpreted as if such provision were so excluded and (c) the balance of this Agreement shall be enforceable in accordance with its terms. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of Delaware, without giving effect to principles of conflicts of law. For purposes of litigating any dispute that may arise directly or indirectly from the Plan, the Notice and this Agreement, the parties hereby submit and consent to litigation in the exclusive jurisdiction of the State of Delaware and agree that any such litigation shall be conducted only in the courts of Delaware Chancery Court or the federal courts of the United States for the District of Delaware and no other courts.

13. No Rights as Employee, Director or Consultant. Nothing in this Agreement shall affect in any manner whatsoever the right or power of the Company, or a Parent, Subsidiary or Affiliate of the Company, to terminate your Service, for any reason, with or without Cause.

14. Consent to Electronic Delivery of All Plan Documents and Disclosures. By acceptance of this Performance Shares Award, you consent to the electronic delivery of the Notice, this Agreement, the Plan, account statements, Plan prospectuses required by the Securities and Exchange Commission, U.S. financial reports of the Company, and all other documents that the Company is required to deliver to its security holders (including, without limitation, annual reports and proxy statements) or other communications or information related to the Performance Shares Award. Electronic delivery may include the delivery of a link to a Company intranet or the internet site of a third party involved in administering the Plan, the delivery of the document via e-mail or such other delivery determined at the Company’s discretion. You acknowledge that you may receive from the Company a paper copy of any documents delivered electronically at no cost if you contact the Company by telephone, through a postal service or electronic mail at . You further acknowledge that you will be provided with a paper copy of any documents delivered electronically if electronic delivery fails; similarly, you understand that you must provide on request to the Company or any designated third party a paper copy of any documents delivered electronically if electronic delivery fails. Also, you understand that your consent may be revoked or changed, including any change in the electronic mail address to which documents are delivered (if you have provided an electronic mail address), at any time by notifying the Company of such revised or revoked consent by telephone, postal service or electronic mail at . Finally, you understand that you are not required to consent to electronic delivery.

15. Adjustment. In the event of a stock split, a stock dividend or a similar change in Company stock, the number of Shares covered by the Performance Shares Award may be adjusted pursuant to the Plan.

16. Award Subject to Company Clawback or Recoupment. To the extent permitted by applicable law, Performance Shares Award shall be subject to clawback or recoupment pursuant to any compensation clawback or recoupment policy adopted by the Board or required by law during the term of your employment or other Service with the Company that is applicable to you. In addition to any other remedies available under such policy, applicable law may require the cancellation of your Performance Shares Award (whether vested or unvested) and the recoupment of any gains realized with respect to your Performance Shares Award.

BY ACCEPTING THE PERFORMANCE SHARES AWARD, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS DESCRIBED ABOVE AND IN THE PLAN.

 

A-51

NOTICE OF STOCK BONUS AWARD

THE REAL GOOD FOOD COMPANY, INC.

2021 AMENDED AND RESTATED STOCK INCENTIVE PLAN

Unless otherwise defined herein, the terms defined in The Real Good Food Company, Inc. (the “Company”) 2021 Amended and Restated Stock Incentive Plan (the “Plan”) shall have the same meanings in this Notice of Stock Bonus Award (the “Notice”) and the attached Stock Bonus Award Agreement (the “Stock Bonus Agreement”). You have been granted an award of Shares under the Plan (the “Stock Bonus Award”) subject to the terms and conditions of the Plan, this Notice and the attached Stock Bonus Agreement.

 

Name:  
Address:  
Number of Shares:  
Date of Grant:  
Vesting Commencement Date:   [INSERT DATE HERE].
Vesting Schedule:   Subject to the limitations set forth in this Notice, the Plan and the Stock Bonus Agreement, the Shares will vest in accordance with the following schedule: [INSERT VESTING SCHEDULE HERE].

 

A-52

You acknowledge that the vesting of the Shares pursuant to this Notice is earned only by continuing Service. By accepting this Stock Bonus Award, you and the Company agree that this Stock Bonus Award is granted under and governed by the terms and conditions of the Plan, the Notice and the Stock Bonus Agreement. You acknowledge and agree that the Vesting Schedule may change prospectively in the event that your Service status changes between full and part-time status in accordance with Company policies relating to work schedules and vesting of awards. You further acknowledge that the grant of this Stock Bonus Award by the Company is at the Company’s sole discretion, and does not entitle you to further grant(s) of Stock Bonus Award(s) or any other award(s) under the Plan or any other plan or program maintained by the Company or any Parent, Subsidiary or Affiliate of the Company. By accepting this Stock Bonus Award, you consent to electronic delivery as set forth in the Stock Bonus Agreement.

 

PARTICIPANT:   THE REAL GOOD FOOD COMPANY, INC.
Signature:  

 

   By:  

 

Print Name:  

 

  

Name:

 

  

 

 

    Its:  

 

 

A-53

STOCK BONUS AWARD AGREEMENT

THE REAL GOOD FOOD COMPANY, INC.

2021 AMENDED AND RESTATED STOCK INCENTIVE PLAN

You have been granted a Stock Bonus Award (“Stock Bonus Award”) by The Real Good Food Company, Inc. (the “Company”) under the 2021 Amended and Restated Stock Incentive Plan (the “Plan”), subject to the terms, restrictions and conditions of the Plan, the Notice of Stock Bonus Award (the “Notice”) and this Stock Bonus Award Agreement (this “Agreement”). Unless otherwise defined herein, the terms defined in the Plan shall have the same meanings in this Agreement.

1. Issuance. Your Stock Bonus Award shall be issued in Shares, and the Company’s transfer agent shall record ownership of such Shares in your name as soon as reasonably practicable after achievement of the Performance Factors enumerated in the Notice.

2. No Stockholder Rights. Unless and until you are recorded as the holder of such Shares on the stock records of the Company and its transfer agent, you shall have no right to dividends, to vote Shares, or to any other rights of a stockholder in respect of such Shares.

3. No Transfer. In addition to any other limitation on transfer created by applicable securities laws or any other agreement between the Company and you, you may not transfer any Unvested Shares (as defined below), or any interest therein, unless consented to in writing by a duly authorized representative of the Company. Any purported transfer is void and of no effect, and no purported transferee thereof will be recognized as a holder of the Unvested Shares for any purpose whatsoever. Should such a transfer purport to occur, the Company may refuse to carry out the transfer on its books, set aside the transfer, or exercise any other legal or equitable remedy. In the event the Company consents to a transfer of Unvested Shares, all transferees of Shares or any interest therein will receive and hold such Shares or interest subject to the provisions of this Agreement. “Unvested Shares” are Shares that have not yet vested pursuant to the terms of the vesting schedule set forth in the Notice.

4. Termination. If your Service terminates for any reason, all Unvested Shares shall immediately be forfeited to the Company, and all rights you have to such Unvested Shares shall immediately terminate. In case of any dispute as to whether a termination of Service has occurred, the Committee shall have sole discretion to determine whether such termination has occurred and the effective date of such termination.

5. Construction. This Agreement is the result of negotiations between and has been reviewed by each of the parties hereto and their respective counsel, if any; accordingly, this Agreement shall be deemed to be the product of all of the parties hereto, and no ambiguity shall be construed in favor of or against any one of the parties hereto.

6. Notices. Any notice to be given under the terms of the Plan shall be addressed to the Company in care of its principal office, and any notice to be given to you shall be addressed to you at the address maintained by the Company for such person or at such other address as you may specify in writing to the Company.

7. Tax Consequences. YOU SHOULD CONSULT A TAX ADVISER BEFORE ACQUIRING THE SHARES IN THE JURISDICTION IN WHICH YOU ARE SUBJECT TO TAX.

Shares shall not be issued under this Agreement unless you make arrangements acceptable to the Company to pay any withholding taxes that may be due as a result of the acquisition or vesting of Shares. Under U.S. federal tax laws, upon vesting of Shares, you will include in taxable income the difference between the fair market value of the vesting Shares, as determined on the date of their vesting. This will be treated as ordinary income by you and will be subject to withholding by the Company when required by applicable law. The Company shall satisfy the withholding requirements as set forth in Section 8 below.

 

A-54

8. Withholding Taxes and Stock Withholding. Regardless of any action the Company or your actual employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), you acknowledge that the ultimate liability for all Tax-Related Items legally due by you is and remains your responsibility and that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the award, including the award or vesting of such Shares, the subsequent sale of Shares under this award and the receipt of any dividends; and (2) do not commit to structure the terms of the award to reduce or eliminate your liability for Tax-Related Items. You acknowledge that if you are subject to Tax-Related Items in more than one jurisdiction, the Company and/or the Employer may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

The Company will only recognize you as a record holder of Shares if you have paid or made adequate arrangements satisfactory to the Company and/or the Employer to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, you authorize the Company and/or the Employer to withhold all applicable Tax-Related Items payable by you from your wages or other cash compensation paid to you by the Company and/or the Employer. With the Company’s consent, these arrangements may also include, if permissible under local law, (a) withholding Shares that otherwise would be released when they vest, provided that the Company only withholds the amount of Shares necessary to satisfy the minimum statutory withholding amount, (b) having the Company withhold taxes from the proceeds of the sale of the Shares, either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf and you hereby authorize such sales by this authorization), (c) your payment of a cash amount, or (d) any other arrangement approved by the Company; all under such rules as may be established by the Committee and in compliance with the Company’s Insider Trading Policy and 10b5-1 Trading Plan Policy, if applicable; provided however, that if you are a Section 16 officer of the Company under the Exchange Act, then the Committee (as constituted in accordance with Rule 16b-3 under the Exchange Act) shall establish the method of withholding from alternatives (a)-(d) above, and the Committee shall establish the method prior to the Tax-Related Items withholding event. The Fair Market Value of these Shares, determined as of the effective date when taxes otherwise would have been withheld in cash, will be applied as a credit against the withholding taxes. You shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of your participation in the Plan or your purchase of Shares that cannot be satisfied by the means previously described. Finally, you acknowledge that the Company has no obligation to deliver Shares to you until you have satisfied the obligations in connection with the Tax-Related Items as described in this Section.

9. Acknowledgement. The Company and you agree that the Stock Bonus Award is granted under and governed by the Notice, this Agreement and the provisions of the Plan (incorporated herein by reference). You: (a) acknowledge receipt of a copy of the Plan and the Plan prospectus, (b) represent that you have carefully read and are familiar with their provisions, and (c) hereby accept the Stock Bonus Award subject to all of the terms and conditions set forth herein and those set forth in the Plan and the Notice. You hereby agree to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions relating to the Plan, the Notice and this Agreement.

10. Entire Agreement; Enforcement of Rights. This Agreement, the Plan and the Notice constitute the entire agreement and understanding of the parties relating to the subject matter herein and supersede all prior discussions between them. Any prior agreements, commitments or negotiations concerning the purchase of the Shares hereunder are superseded. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing and signed by the parties to this Agreement. The failure by either party to enforce any rights under this Agreement shall not be construed as a waiver of any rights of such party.

11. Compliance with Laws and Regulations. The issuance of Shares will be subject to and conditioned upon compliance by the Company and you with all applicable state, federal and foreign laws and regulations and with

 

A-55

all applicable requirements of any stock exchange or automated quotation system on which the Company’s Class A Common Stock may be listed or quoted at the time of such issuance or transfer. The Shares issued pursuant to this Agreement shall be endorsed with appropriate legends, if any, determined by the Company.

12. Governing Law; Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (a) such provision shall be excluded from this Agreement, (b) the balance of this Agreement shall be interpreted as if such provision were so excluded and (c) the balance of this Agreement shall be enforceable in accordance with its terms. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of Delaware, without giving effect to principles of conflicts of law. For purposes of litigating any dispute that may arise directly or indirectly from the Plan, the Notice and this Agreement, the parties hereby submit and consent to litigation in the exclusive jurisdiction of the State of Delaware and agree that any such litigation shall be conducted only in the courts of Delaware Chancery Court or the federal courts of the United States for the District of Delaware and no other courts.

13. No Rights as Employee, Director or Consultant. Nothing in this Agreement shall affect in any manner whatsoever the right or power of the Company, or a Parent, Subsidiary or Affiliate of the Company, to terminate your Service, for any reason, with or without Cause.

14. Consent to Electronic Delivery of All Plan Documents and Disclosures. By acceptance of this Stock Bonus Award, you consent to the electronic delivery of the Notice, this Agreement, the Plan, account statements, Plan prospectuses required by the Securities and Exchange Commission, U.S. financial reports of the Company, and all other documents that the Company is required to deliver to its security holders (including, without limitation, annual reports and proxy statements) or other communications or information related to the Stock Bonus Award. Electronic delivery may include the delivery of a link to a Company intranet or the internet site of a third party involved in administering the Plan, the delivery of the document via e-mail or such other delivery determined at the Company’s discretion. You acknowledge that you may receive from the Company a paper copy of any documents delivered electronically at no cost if you contact the Company by telephone, through a postal service or electronic mail at . You further acknowledge that you will be provided with a paper copy of any documents delivered electronically if electronic delivery fails; similarly, you understand that you must provide on request to the Company or any designated third party a paper copy of any documents delivered electronically if electronic delivery fails. Also, you understand that your consent may be revoked or changed, including any change in the electronic mail address to which documents are delivered (if you have provided an electronic mail address), at any time by notifying the Company of such revised or revoked consent by telephone, postal service or electronic mail at . Finally, you understand that you are not required to consent to electronic delivery.

15. Adjustment. In the event of a stock split, a stock dividend or a similar change in Company stock, the number of Shares covered by the Stock Bonus Award may be adjusted pursuant to the Plan.

16. Award Subject to Company Clawback or Recoupment. To the extent permitted by applicable law, the Stock Bonus Award shall be subject to clawback or recoupment pursuant to any compensation clawback or recoupment policy adopted by the Board or required by law during the term of your employment or other Service with the Company that is applicable to you. In addition to any other remedies available under such policy, applicable law may require the cancellation of your Stock Bonus Award (whether vested or unvested) and the recoupment of any gains realized with respect to your Stock Bonus Award.

BY ACCEPTING THE STOCK BONUS AWARD, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS DESCRIBED ABOVE AND IN THE PLAN.

 

A-56

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Gerard Law, certify that:

 

1.

I have reviewed this quarterly report on Form 10-Q of The Real Good Food Company, Inc.;

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  a)

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  b)

designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  c)

evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

  d)

disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  a)

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

  b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

November 14, 2023

    

/s/ Gerard Law

(Date)     Gerard Law
    Chief Executive Officer
    (Principal Executive Officer)

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Akshay Jagdale, certify that:

 

1.

I have reviewed this quarterly report on Form 10-Q of The Real Good Food Company, Inc.;

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  a)

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  b)

designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  c)

evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

  d)

disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  a)

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

  b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

November 14, 2023

    

/s/ Akshay Jagdale

(Date)     Akshay Jagdale
    Chief Financial Officer
    (Principal Financial Officer)

Exhibit 32

CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER

AND CHIEF FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT

TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of The Real Good Food Company, Inc. (the “Company”) for the period ended September 30, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Gerard Law, Chief Executive Officer, and Akshay Jagdale, Chief Financial Officer, of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

 

  (1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

  (2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the dates presented.

 

November 14, 2023

    

/s/ Gerard Law

(Date)     Gerard Law
    Chief Executive Officer
    (Principal Executive Officer)

November 14, 2023

    

/s/ Akshay Jagdale

(Date)     Akshay Jagdale
    Chief Financial Officer
    (Principal Financial Officer)

The foregoing certification is being furnished solely to accompany the Report pursuant to 18 U.S.C. Section 1350, and is not being filed for purposes of Section 18 of the Exchange Act, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

v3.23.3
Cover - shares
 9 Months Ended
Sep. 30, 2023
Nov. 09, 2023
Document Information [Line Items]    
Document Type 10-Q  
Document Quarterly Report true  
Amendment Flag false  
Document Period End Date Sep. 30, 2023  
Document Fiscal Year Focus 2023  
Document Fiscal Period Focus Q3  
Document Transition Report false  
Entity File Number 001-41025  
Entity Registrant Name THE REAL GOOD FOOD COMPANY, INC.  
Entity Central Index Key 0001871149  
Current Fiscal Year End Date --12-31  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 87-1280343  
Entity Address, Address Line One 3 Executive Campus  
Entity Address, Address Line Two Suite 155  
Entity Address, City or Town Cherry Hill  
Entity Address, State or Province NJ  
Entity Address, Postal Zip Code 08002  
City Area Code 856  
Local Phone Number 644-5624  
Title of 12(b) Security Class A Common Stock, $0.0001par value per share  
Trading Symbol RGF  
Security Exchange Name NASDAQ  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company true  
Entity Ex Transition Period true  
Entity Shell Company false  
Class A common stock [Member]    
Document Information [Line Items]    
Entity Common Stock, Shares Outstanding   19,507,736
Class B common stock [Member]    
Document Information [Line Items]    
Entity Common Stock, Shares Outstanding   14,176,468
v3.23.3
Consolidated Balance Sheets - USD ($)
$ in Thousands
Sep. 30, 2023
Dec. 31, 2022
Current assets:    
Cash $ 78 $ 5,279
Accounts receivable, net 29,829 20,316
Inventories 58,133 39,479
Other current assets 2,574 1,026
Total current assets 90,614 66,100
Property and equipment, net 35,285 38,497
Operating lease right-of-use assets 9,800 10,881
Deferred loan cost 720 970
Goodwill 12,486 12,486
Restricted Cash 1,935 2,318
Other noncurrent assets 872 187
Total assets 151,712 131,439
Current liabilities:    
Accounts payable 45,972 23,424
Operating lease liabilities 1,606 1,455
Finance lease liabilities 3,354 3,310
Business acquisition liabilities, current portion 0 946
Accrued and other current liabilities 5,356 3,719
Note Payable- Officer 750 0
Current portion of long-term debt 1,203 370
Total current liabilities 58,241 33,224
Revolving line of credit/capex line 79,390 59,481
Long-term operating lease liabilities 8,822 10,030
Long-term finance lease liabilities 21,561 24,099
Term Loan 20,000 10,000
Equipment loan 6,922 0
Long-term Business acquisition liabilities 0 2,405
Other long term liabilities 492 302
Total Liabilities 195,428 139,541
Commitments and contingencies (Note 11)
Stockholders' Equity/(Deficit):    
Preferred Stock, Value, Issued 0 0
Additional Paid in Capital 62,030 56,273
Accumulated deficit (33,428) (21,126)
Total stockholders' equity attributable to The Real Good Food Company, Inc. 28,605 35,150
Non-controlling interest (72,321) (43,252)
Total stockholders' deficit (43,716) (8,102)
Total liabilities and stockholders' equity 151,712 131,439
Common Class A [Member]    
Stockholders' Equity/(Deficit):    
Common Stock, Value, Issued 1 1
Common Class B [Member]    
Stockholders' Equity/(Deficit):    
Common Stock, Value, Issued $ 2 $ 2
v3.23.3
Consolidated Balance Sheets (Parenthetical) - $ / shares
Sep. 30, 2023
Dec. 31, 2022
Preferred Stock, Par or Stated Value Per Share $ 0.0001 $ 0.0001
Preferred stock, shares authorized 10,000,000 10,000,000
Preferred stock, shares issued 0 0
Preferred stock, shares outstanding 0 0
Common Class A [Member]    
Common stock, Par or stated value per share $ 0.0001 $ 0.0001
Common stock, shares authorized 100,000,000 100,000,000
Common Stock, Shares, Issued 11,454,164 6,424,840
Common Stock, Shares, Outstanding 11,454,164 6,424,840
Common Class B [Member]    
Common stock, Par or stated value per share $ 0.0001 $ 0.0001
Common stock, shares authorized 25,000,000 25,000,000
Common Stock, Shares, Issued 14,426,468 19,377,681
Common Stock, Shares, Outstanding 14,426,468 19,377,681
v3.23.3
Consolidated Statements of Operations - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Income Statement [Abstract]        
Net sales $ 55,565 $ 37,550 $ 120,726 $ 105,935
Cost of sales 43,977 35,782 99,338 97,569
Gross profit 11,588 1,768 21,388 8,366
Operating expenses:        
Selling and distribution 8,022 4,615 18,116 14,851
Marketing 2,308 1,659 5,451 4,617
Administrative 10,122 6,142 28,065 18,009
Total operating expenses 20,452 12,416 51,632 37,477
Loss from operations (8,864) (10,648) (30,244) (29,111)
Interest expense 4,257 2,469 11,488 4,650
Other income 0 0 (348) 0
Loss before income taxes (13,121) (13,117) (41,384) (33,761)
Income tax expense 0 0 0 0
Net Loss (13,121) (13,117) (41,384) (33,761)
Less: net loss attributable to non-controlling interest (8,685) (9,969) (29,082) (25,659)
Net loss attributable to The Real Good Food Company, Inc. $ (4,436) $ (3,148) $ (12,302) $ (8,102)
Earnings per share/unit, basic $ (0.5) $ (0.51) $ (1.6) $ (1.31)
Earnings per share/unit, diluted $ (0.5) $ (0.51) $ (1.6) $ (1.31)
Weighted Average Number of Shares Outstanding, Basic 8,880,552 6,180,592 7,689,930 6,174,454
Weighted Average Number of Shares Outstanding, Diluted 8,880,552 6,180,592 7,689,930 6,174,454
v3.23.3
Consolidated Statements of Stockholders' Equity/(Deficit) - USD ($)
$ in Thousands
Total
Common Stock [Member]
Common Class A [Member]
Common Stock [Member]
Common Class B [Member]
Additional Paid-in Capital [Member]
Accumulated Deficit [Member]
Non- Controlling Interest [Member]
Beginning balance at Dec. 31, 2021 $ 30,985 $ 1 $ 2 $ 49,693 $ (10,143) $ (8,568)
Beginning Balance Unit at Dec. 31, 2021   6,169,885 19,577,681      
Net loss (9,534)       (2,294) (7,240)
Equity-based compensation 1,699     1,699    
Ending Balance, Units at Mar. 31, 2022   6,169,885 19,577,681      
Ending balance at Mar. 31, 2022 23,150 $ 1 $ 2 51,392 (12,437) (15,808)
Net loss (11,110)       (2,661) (8,449)
Equity-based compensation 1,733     1,733    
Ending Balance, Units at Jun. 30, 2022   6,169,885 19,577,681      
Ending balance at Jun. 30, 2022 13,773 $ 1 $ 2 53,125 (15,098) (24,257)
Net loss (13,154)       (3,148) (10,006)
Conversion of Class B units, Shares   25,000 (25,000)      
Equity-based compensation 1,786     1,786    
Equity-based compensation, Shares   5,000        
Ending Balance, Units at Sep. 30, 2022   6,199,885 19,552,681      
Ending balance at Sep. 30, 2022 2,405 $ 1 $ 2 54,911 (18,246) (34,263)
Beginning balance at Dec. 31, 2022 (8,102) $ 1 $ 2 56,273 (21,126) (43,252)
Beginning Balance Unit at Dec. 31, 2022   6,424,840 19,377,681      
Net loss (13,677)       (3,693) (9,984)
Conversion of Class B units, Shares   700,000 (700,000)      
Equity-based compensation [1] 1,776     1,776    
Equity-based compensation, Shares [1]   63,111        
Ending Balance, Units at Mar. 31, 2023   7,187,951 18,677,681      
Ending balance at Mar. 31, 2023 (20,003) $ 1 $ 2 58,049 (24,819) (53,236)
Beginning balance at Dec. 31, 2022 (8,102) $ 1 $ 2 56,273 (21,126) (43,252)
Beginning Balance Unit at Dec. 31, 2022   6,424,840 19,377,681      
Net loss         (12,300)  
Ending Balance, Units at Sep. 30, 2023   11,454,164 14,426,468      
Ending balance at Sep. 30, 2023 (43,716) $ 1 $ 2 62,030 (33,428) (72,321)
Beginning balance at Mar. 31, 2023 (20,003) $ 1 $ 2 58,049 (24,819) (53,236)
Beginning Balance Unit at Mar. 31, 2023   7,187,951 18,677,681      
Net loss (14,573)       (4,173) (10,400)
Conversion of Class B units, Shares   900 (900)      
Equity-based compensation 1,994     1,994    
Equity-based compensation, Shares   15,000        
Ending Balance, Units at Jun. 30, 2023   7,203,851 18,676,781      
Ending balance at Jun. 30, 2023 (32,582) $ 1 $ 2 60,043 (28,992) (63,636)
Net loss (13,121)       (4,436) (8,685)
Conversion of Class B units, Shares   4,250,313 (4,250,313)      
Equity-based compensation 1,987     1,987    
Ending Balance, Units at Sep. 30, 2023   11,454,164 14,426,468      
Ending balance at Sep. 30, 2023 $ (43,716) $ 1 $ 2 $ 62,030 $ (33,428) $ (72,321)
[1] Net of $0.2 million for shares surrendered and cancelled in connection with income taxes related to equity compensation.
v3.23.3
Consolidated Statements of Stockholders' Equity/(Deficit) (Parenthetical)
$ in Millions
 9 Months Ended
Sep. 30, 2023
USD ($)
Statement of Stockholders' Equity [Abstract]  
Share based compensation by share based award witheld for taxation purpose value $ 0.2
v3.23.3
Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Cash flows from operating activities:    
Net Loss $ (41,384) $ (33,761)
Adjustments to reconcile net loss to net cash used in operating activities:    
Depreciation and amortization 4,786 1,775
Amortization of loan costs 250 165
Non-Cash interest and debt fees 7,016 2,165
Equity Compensation expense 5,930 5,217
Changes in operating assets and liabilities:    
Accounts receivable (9,513) (8,542)
Inventories (18,654) (18,496)
Other assets (918) 1,113
Accounts payable, accrued expenses and lease liabilities 23,622 852
Net cash used in operating activities (28,865) (49,512)
Cash flows from investing activities:    
Purchase of property and equipment (1,740) (3,737)
Net cash used in investing activities (1,740) (3,737)
Cash flows from financing activities:    
Proceeds from line of credit borrowings 115,305 42,237
Payments on line of credit borrowings (88,418) (4,768)
Payments on acquisition related Contingent consideration 0 (7,425)
Proceeds from officer note 750 0
Payments on acquisition related term loan (99) (616)
Payments on finance lease liabilities (2,517) (571)
Net cash provided by (used in) financing activities 25,021 28,857
Net decrease in cash and restricted cash (5,584) (24,392)
Beginning cash and restricted cash 7,597 29,745
Ending cash and restricted cash 2,013 5,353
Supplemental disclosures of cash flow information:    
Cash paid for interest 4,136 2,200
Supplemental disclosures of noncash investing and financing activities:    
Purchase of property and equipment in lease line of credit 0 10,213
Purchase of property and equipment in AP and accrued liabilities 240 323
Lease liabilities arising from obtaining right-of-use assets $ 20 $ 16,470
v3.23.3
ORGANIZATION AND DESCRIPTION OF BUSINESS
 9 Months Ended
Sep. 30, 2023
Description Of Business And Basis Of Presentation [Abstract]  
ORGANIZATION AND DESCRIPTION OF BUSINESS
NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS
Organization
The Real Good Food Company, Inc. was formed as a Delaware corporation on June 2, 2021 under the name “Project Clean, Inc.” for the purpose of completing an initial public offering (the “IPO”) and related organizational transactions in order to carry on the business of Real Good Foods, LLC (“RGF”), a Delaware limited liability company and the sole subsidiary of The Real Good Food Company, Inc. (RGF, together with The Real Good Food Company, Inc., the “Company”).
On November 9, 2021, the Company completed an IPO of 5,333,333 shares of The Real Good Food Company, Inc.’s Class A common stock at an offering price at $12.00 per share. The Company received approximately $59.5 million of proceeds, net of underwriting discounts and commissions and before offering expenses of $3.9 million. In connection with the IPO, the Company completed a reorganization (the Reorganization”) among The Real Good Food Company, Inc., RGF, and the members of RGF immediately prior to the IPO (the “Members”). As part of the Reorganization, the Members became holders of Class B units of RGF and were issued shares of Class B common stock of The Real Good Food Company, Inc., which convey voting rights in The Real Good Food Company, Inc. on
a one-to-one basis
with the number of Class B units they held in RGF. As a result of the Reorganization and IPO, the Members collectively controlled approximately 76% of the direct and indirect voting interest in the Company following the IPO, which decreased to 56% as of September 30, 2023.
Prior to the consummation of the IPO and Reorganization, RGF was owned entirely by the Members and operated its business through itself and no other entities. The following transactions occurred in connection with the Reorganization and IPO:
 
  •  
Project Clean, Inc. changed its name to The Real Good Food Company, Inc. on October 7, 2021;
 
  •  
The Real Good Food Company, Inc. adopted an amended and restated certificate of incorporation to, among other things, provide for Class A common stock and Class B common stock;
 
  •  
The Real Good Food Company, Inc. used all of the net proceeds it received from the IPO to acquire Class A units of RGF at a purchase price per Class A unit equal to the IPO price per share of Class A common stock, less underwriting discounts and commissions, collectively representing 24% of the economic interests and all of the voting interests in the Reorganization of RGF’s outstanding units, including both Class A units and Class B units, following the IPO. RGF in turn used all of the net proceeds it received from The Real Good Food Company, Inc. for its continuing operations; and
 
  •  
The Real Good Food Company, Inc. became a holding company and the sole managing member of RGF, which has continued to operate the Company’s business.
Description of Business
The Company is a frozen food company that develops, markets, and manufactures foods that are designed to be high in protein, low in sugar, and gluten- and grain-free. The Company produces breakfast sandwiches, entrées, and other products, which are primarily sold in the U.S. frozen food category, excluding frozen and refrigerated meat. The Company’s customers include retailers, which primarily sell its products through natural and conventional grocery, drug, club, and mass merchandise stores throughout the United States. The Company also sells its products through its
e-commerce channel,
which
includes direct-to-consumer sales
through its website, as well as sales through its retail customers’ online platforms.
v3.23.3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND NEW ACCOUNTING STANDARDS
 9 Months Ended
Sep. 30, 2023
Accounting Policies [Abstract]  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND NEW ACCOUNTING STANDARDS
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND NEW ACCOUNTING STANDARDS
Basis of Presentation
The unaudited consolidated financial information for the three and nine months ended September 30, 2023 and 2022, and as of September 30, 2023, is presented on the same basis as the financial statements included in the Company’s Annual Report on
Form 10-K
for the fiscal year ended December 31, 2022 (the “Annual Report”), filed with the Securities and Exchange Commission on March 31, 2023. In the opinion of management, these financial statements include all adjustments necessary for a fair statement of the financial position, results of operations and cash flows of the Company for the interim periods, and the adjustments are of a normal and recurring nature. The financial results for any interim period are not necessarily indicative of the results for the full year. The consolidated balance sheet information as of December 31, 2022, was derived from the audited consolidated financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America (“GAAP”). The unaudited consolidated financial information should be read in conjunction with the consolidated financial statements and notes thereto included in the Annual Report.
The consolidated financial statements have been prepared in accordance with GAAP and include the accounts of The Real Good Food Company, Inc. and its wholly owned or controlled subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. The Real Good Food Company, Inc. has no operations other than those
of
RGF.
Use of Estimates
The preparation of the Company’s financial statements in conformity with GAAP requires management to use its judgment to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities as of the date of the financial statements, and the reported amounts of net sales and expenses during the reporting period. Significant estimates and assumptions reflected in the financial statements include, but are not limited to, the allowance for credit losses, the write down of obsolete or excess inventory, and revenue recognition, including variable consideration for estimated reserves for discounts, incentives, and other allowances. Management bases its estimates on historical experience and on assumptions that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Due to the inherent uncertainty involved in making assumptions and estimates, changes in circumstances could result in actual results differing from those estimates, and such differences could be material to the Company’s balance sheet and statements of operations.
Segment Reporting and Geographical Information
For the three and nine months ended September 30, 2023 and 2022, the Company was managed as a single operating segment. The Chief Executive Officer, who is the Company’s Chief Operating Decision Maker, reviews financial information on an aggregate basis for purposes of allocating resources and assessing financial performance, as well as for making strategic operational decisions and managing the organization. As such, the Company does not have reportable segments. Additionally, all of the Company’s assets are maintained in the United States.
Liquidity
The accompanying unaudited consolidated financial statements have been prepared on the basis that the Company will continue as a going concern, which contemplates realization of assets and satisfaction of liabilities in the normal course of business. At September 30, 2023, the Company had an accumulated deficit of $
33.4
million, before taking into account the deficit portion related to the non-controlling interest of $
72.3 million
,
and a working capital surplus of $32.4 million. For the nine months ended September 30, 2023, the Company had a net loss of $12.3 million (after taking into effect the loss of $29.1 million related to the
non-controlling
interest) and negative cash flows from operations of $28.9 million. The Company’s operating activities consume the majority of its cash resources. The Company anticipates that it will continue to incur net losses into the following quarter. In addition, the Company expects to have positive cash flows from operations, beginning in the fourth quarter of 2023. The Company has previously funded, and plans to continue funding, these losses primarily through current cash on hand and borrowing availability under its debt facility.
The Company’s management believes it has the ability to continue as a going concern as a result of the cash on hand and the Company’s borrowing capacity under its debt facility, in addition to funds received in connection with a public offering the Company completed on October 17, 2023 (See Note 16). This public offering resulted in the Company receiving $
15.4
 million in cash, after underwriters’ discounts and fees. Concurrent with the receipt of this cash the Company decreased its borrowing on the line of credit by that amount thereby affording additional borrowing capacity on the revolving credit facility as of that date. In addition, management believes the Company will achieve a level of sales and gross margin adequate to support the Company’s cost structure. As a result of the above, as of September 30, 2023, the Company believes it has sufficient cash to fund operations for the foreseeable future.
Cash and Cash Equivalents
The Company considers all highly liquid investments with a maturity period of three months or less, when acquired, to be cash equivalents. Cash and cash equivalents held at financial institutions may at times exceed insured amounts. The Company believes it mitigates such risk by investing in or through, as well as maintaining cash balances, with major financial institutions. There were no cash equivalents as of September 30, 2023, and December 31, 2022.
Restricted Cash
The Company considers cash which is not freely available for immediate use, and that is held for a specific purpose, to be restricted cash. If the terms dictating the restriction require the restricted cash to be considered as such beyond twelve months, the Company classifies that restricted cash as a noncurrent asset due to its inability to provide liquidity within one year. As of September 30, 2023, the Company had approximately $1.9 million of restricted cash, all of which was classified as noncurrent. The entirety of the restricted cash relates to a letter of credit opened in connection with the Company’s new manufacturing facility in Bolingbrook, IL. Remaining amounts will be released for the Company’s use proportionately over a three-year period beginning in
mid-2024.
 
The below table reconciles cash and restricted cash to amounts shown in the Consolidated Statements of Cash Flows:
 
 
  
September 30,
 
  
December 31,
 
(In thousands)
  
2023
 
  
2022
 
Cash
    $ 78      $ 5,279  
Restricted cash
      1,935        2,318  
    
 
 
     
 
 
  
Total cash reported in statements of cash flows
    $ 2,013      $ 7,597  
    
 
 
     
 
 
  
Accounts Receivable
Accounts receivable are recorded at the invoiced amount, net of allowances for estimated variable consideration and amounts payable to customers for slotting, which are fees assessed by customers for the cost of accepting new products into their store. Estimated product returns are immaterial. Management assesses the collectability of outstanding customer invoices, and if it deems necessary, maintains an allowance for credit losses resulting from
the non-collection of
customer receivables. In estimating this reserve, management considers factors such as historical collection experience, customer creditworthiness, specific customer risk, trends specific to the customer, and current and expected general economic conditions that may affect a customer’s ability to pay. Customer balances are written off after all collection efforts are exhausted. The amounts recorded for reserves for credit losses for the three and nine months ended September 30, 2023 and 2022 were de minimis.
Inventories
Inventories are stated at the lower of cost or net realizable value. The Company records sales and other reductions in inventory through cost of sales using
the first-in,
first-out method.
The cost of finished goods inventories includes ingredients, direct
labor, freight-in for
ingredients, and indirect production and overhead costs. The Company monitors its inventory to identify excess or obsolete items on hand. The Company writes down its inventories for estimated excess and obsolescence in an amount equal to the difference between the cost of inventories and estimated net realizable value. These estimates are based on management’s judgment about future demand and market conditions. Once established, these adjustments are considered permanent and are not revised until the related inventory is sold or disposed of. The Company did not have a write-down of inventory during the three and nine months ended September 30, 2023 and 2022.
Property and Equipment
Property and equipment are stated at acquisition cost, net of accumulated depreciation and amortization. Depreciation is calculated using the straight- line method over the following range of estimated useful lives of the assets as follows:
 
     Estimated Useful Lives
Computers
    3 years
Office equipment
    5 years
Machinery and equipment
    5 – 10 years
Leasehold improvements are capitalized and amortized over the shorter of the estimated useful life or the remaining term of the lease.
The Company reviews the recoverability of property and equipment when circumstances indicate that the carrying value of an asset or asset class may not be recoverable. Indicators of impairment could include, among other factors, significant changes in the business environment, the planned closure of a facility, or deteriorations in operating cash flows. Considerable management judgment is necessary to evaluate the impact of operating changes and to estimate future cash flows. Expenditures for repairs and maintenance which do not substantially improve or extend the useful life of an asset are expensed as incurred.
Leases
The Company’s leases consist of corporate office space, warehouse, and equipment. The Company determines whether a contract is or contains a lease at the time of the contract’s inception based on the presence of identified assets and the Company’s right to obtain substantially all the economic benefit from or to direct the use of such assets. When the Company determines a lease exists, it records
a right-of-use (“ROU”)
asset and corresponding lease liability on its balance sheet. ROU assets represent the Company’s right to use an underlying asset for the lease term. Lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets are recognized at the lease commencement date at the present value of the remaining future lease payments the Company is obligated for under the terms of the lease, plus any initial direct costs. Lease liabilities are recognized concurrent with the recognition of the ROU asset and represent the present value of lease payments to be made under the lease. Additionally, these ROU assets and liabilities are adjusted for any prepayments and/or lease incentives received. As the discount rate implicit in the lease is not
readily determinable in most of the Company’s leases, the Company uses its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments. Certain of the Company’s lease terms include options to extend the lease up to five years. The probability of renewal with regards to these leases was deemed to be remote and as such these renewal options are not reflected in the Company’s ROU assets and lease liabilities. The Company will reflect renewal options in its calculation of ROU assets and liabilities, with regards to future lease agreements, when it is reasonably certain that the Company will exercise that option.
The Company does not record lease contracts with a term of 12 months or less on its balance sheet. Payments for these short-term leases are expensed when incurred.
The Company recognizes fixed-lease expense for operating leases on a straight-line basis over the lease term. For finance leases, the Company recognizes amortization expense over the shorter of the estimated useful life of the underlying assets, or the lease term. Interest expense on a finance lease is recognized using the effective interest method over the lease term.
The Company has lease agreements with
non-lease components,
such as maintenance- and utility-related charges. The Company accounts for each lease and
any non-lease components
associated with that lease as a single-lease component for all underlying asset classes. Accordingly, all costs associated with a lease contract are accounted for as lease costs.
Certain leasing arrangements require variable payments that are dependent on usage or output or may vary for other reasons, such as insurance and tax payments. Variable lease payments that do not depend on an index or rate are excluded from lease payments in the measurement of the ROU asset and lease liability and are recognized as expense in the period in which the payment occurs. Variable payments are determined based on a percentage allocation determined by the landlord and are immaterial for the nine months ended September 30, 2023 and 2022.
The Company’s lease agreements do not include significant restrictions or covenants, and residual value guarantees are generally not included within its leases.
Fair Value of Financial Instruments
Fair value is an exit price, representing the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability.
The carrying value of the Company’s short-term financial instruments, such as cash, accounts receivable, notes payable, and accounts payable, approximate fair value due to the immediate or short-term maturity of these instruments. The interest rate on the Company’s secured credit facility and certain other debt has a variable component, which is reflective of the market for such instruments at any given date, and as such the carrying value this debt value approximates its fair value.
Revenue Recognition
The Company’s revenue is principally derived from selling goods to retailers. Revenue is recognized when performance obligations under the terms of a contract with a customer are satisfied and promised goods have been transferred to the customer. Generally, control transfers to the customer when the product is delivered to the customer, and on occasion upon being shipped to the customer, depending upon applicable shipping terms. For each contract, the Company considers the transfer of products, each of which is distinct, to be the identified performance obligation. Although some payment terms may be more extended, generally the majority of the Company’s payment terms range from payment due immediately upon invoice to up to 90 days. Accordingly, there are no significant financing components to consider when determining the transaction price.
Variable consideration is included in revenue for trade
promotions, off-invoice discounts,
shrinkages and shortages, and other discounts and sales incentives. The Company uses a reserve to constrain revenue for the expected variable consideration at each period end. See Note 3, Revenue Recognition, for additional information.
Any taxes collected on behalf of government authorities, such as sales tax, are excluded from net sales, and recorded as a liability due to the particular authority.
The Company applies the practical expedient that allows it to exclude disclosure of performance obligations that are part of a contract that has an expected duration of one year or less. The Company’s contracts are all short term in nature, therefore there are no unsatisfied performance obligations requiring disclosure as of September 30, 2023.
 
Contract Assets
The Company has elected the practical expedient which allows costs incurred in connection with obtaining a contract to be expensed as incurred for those contracts with a duration of one year or less. For those contracts which have a duration of greater than one year, the Company capitalizes those costs and amortized them over the duration of the agreement. As of September 30, 2023 and December 31, 2022, there were no contract assets recognized.
Shipping and Handling Costs
The Company’s shipping and handling costs are included in both cost of sales and selling and distribution expense, depending on the nature of such costs. Cost of sales reflects cost incurred for inbound freight on ingredients to be used in production. Internal freight costs included in selling and distribution expenses consist primarily of those costs associated with moving products from production facilities through the Company’s distribution network. Total internal freight costs recorded within selling and distribution expenses were $0.4 million and $1.1 million during the three months ended September 30, 2023 and 2022, respectively, and $2.8 million and $3.2 million for the nine months ended September 30, 2023 and 2022, respectively.
Shipping and handling costs associated with outbound freight are included within selling and distribution expenses and are accounted for as a fulfillment cost as incurred. Total of these costs recorded within selling and distribution expenses were $6.5 million and $2.6 million during the three months ended September 30, 2023 and 2022, respectively, and $12.1 million and $7.9 million for the nine months ended September 30, 2023 and 2022, respectively.
Marketing Expenses
Marketing costs are expensed as incurred. The Company incurred $2.3 million and $1.7 million during the three months ended September 30, 2023 and 2022, respectively, and $5.5 million and $4.6 million for the nine months ended September 30, 2023 and 2022, respectively. Marketing costs are recorded in Operating expenses in the Company’s unaudited consolidated statements of operations.
Research and Development Expenses
Research and development expenses are recorded in administrative expense in the statements of operations as incurred. During the three months ended September 30, 2023 and 2022, the Company incurred $4.4 million and $1.3 million of research and development expenses, respectively, and $12.0 million and $3.0 million for the nine months ended September 30, 2023 and 2022, respectively.
Business Combination
The Company accounts for business combinations under the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations, which requires the Company to recognize separately from goodwill the assets acquired, and the liabilities assumed at their acquisition date fair values. The amount by which the fair value of consideration transferred exceeds the fair value of the identifiable net assets acquired is recorded as goodwill. While the Company uses its best estimates and assumptions to accurately value assets acquired, and liabilities assumed at the acquisition date as well as contingent consideration, where applicable, the estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company records adjustments to the identifiable assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the statements of operations.
Goodwill
Goodwill represents the excess of the aggregate fair value of the consideration transferred in a business combination over the fair value of the identifiable net assets acquired, net of liabilities assumed. The Company performs its annual goodwill impairment test as of the first day of the fourth quarter or more frequently if events or changes in circumstances indicate that the goodwill may be impaired.
The Company’s goodwill is accounted for in a single reporting unit representing the company as a whole. As part of its annual impairment testing of goodwill, the Company may elect to assess qualitative factors as a basis for determining whether it is necessary to perform the traditional quantitative impairment testing. If the Company’s assessment of these qualitative factors (“Step zero”) indicates that it is more likely than not that the fair value of the reporting unit exceeds its carrying value, then no further testing is required. Otherwise, the goodwill related to the reporting unit must be quantitatively tested for impairment (“Step one”).
The Step one impairment test for goodwill involves a comparison of the fair value of the reporting unit with its carrying amount, including goodwill. The Company determines the fair value of its reporting unit by using a market approach and a discounted cash
flow (“DCF”) analysis. Determining fair value using a DCF analysis requires the exercise of significant judgments, including judgments about appropriate discount rates, perpetual growth rates and the amount and timing of expected future cash flows. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not impaired. If the carrying amount
of
a reporting unit exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. There were no goodwill impairment charges recorded during the periods presented.
Other Intangible Assets
We amortize the cost of other intangibles over their estimated useful lives unless such lives are deemed indefinite. We evaluate definite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of any such asset may not be recoverable. Our impairment testing is based on our best estimate of the future operating cash flows. If the sum of our estimated undiscounted future cash flows associated with the asset is less than the asset’s carrying value, we would recognize an impairment charge, which is measured as the amount by which the carrying value exceeds the fair value of the asset. The fair values determined by management require significant judgment and include certain assumptions regarding future sales and expense growth rates, discount rates and estimates of real estate market fair values. As such, these estimates may differ from actual results and are affected by future market and economic conditions.
Income Taxes
For periods prior to the Company’ IPO, the Company was solely a pass-through entity for federal income tax purposes, being a partnership, and as such income taxes related to the Company’s operations were the responsibility of those who held partnership interests in the Company. For periods subsequent to the IPO, as described above in Note 1, Organization and Description of Business, the Company’s structure became one commonly referred to as
an “Up-C” structure,
which is often used by partnerships and limited liability companies when they undertake an initial public offering of their business.
The Up-C structure
allows the members of the operating company, in this instance the Members of RGF, to continue to realize tax benefits in a similar fashion as was realized prior to the IPO, proportionate to their Membership interest, and the Company will be subject to both Federal and State taxes on the portion of earnings applicable to its controlling interest in RGF of 44%.
Given the foregoing, the Company is subject to income tax on operating results limited to its controlling interest in RGF of 44%. The Company accounts for income taxes pursuant to the asset and liability method which requires the recognition of deferred income tax assets and liabilities related to the expected future tax consequences arising from temporary differences between the carrying amounts and tax bases of assets and liabilities based on enacted statutory tax rates applicable to the periods in which the temporary differences are expected to reverse. Any effects of changes in income tax rates or laws are included in income tax expense in the period of enactment.
The Company records valuation allowances against deferred tax assets when it is more likely than not that all or a portion of a deferred tax asset will not be realized. The Company routinely evaluates the realizability of deferred tax assets by assessing the likelihood that deferred tax assets will be recovered based on all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, estimates of future taxable income, tax planning strategies and results of operations. Estimating future taxable income is inherently uncertain and requires judgment. In projecting future taxable income, historical results are considered along with certain assumptions related to future earnings. As of September 30, 2023, the Company applied a full valuation allowance against all recognized deferred tax assets, resulting in a zero balance on the consolidated balance sheets. If it is later determined that in the future that it is more likely than not that certain deferred tax assets may be fully utilized, the valuation allowance applicable to that particular deferred tax asset would be reversed and recognized through earnings in the period the determination was made. Any reversal of a valuation allowance would result in the reduction of the Company’s provision for income taxes in the period of reversal.
During the three and nine months ended September 30, 2023 and 2022, amounts provided for state income taxes were de minimis.
Loss per Share
Loss per share is computed by dividing the Company’s net loss, after deducting any dividends, by the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of any outstanding dilutive securities. Equity interests in the Company consist of Class A common stock and Class B common stock. As shares of Class B common stock do not share in the earnings or losses of the Company they are not considered participating securities. As such, a separate presentation of basic and diluted net loss per share for each of Class B common stock under the
two-class method
has not been presented. See Note 9, Loss Per Share.
 
NEW ACCOUNTING STANDARDS
During September 2022 the FASB issued ASU
No. 2022-04,
Liabilities—Supplier Financed Programs (Subtopic
405-50).
The amendments in this Update require entities which are party to supplier finance programs to disclose qualitative and quantitative information about its programs, that delineate the key terms and obligations under of the programs. The Company adopted the provisions of this guidance on January 1, 2023. The adoption of this guidance had no impact to the Company’s consolidated financial statements.
During March 2022 the FASB issued ASU
No. 2022-02, Financial
Instruments—Credit Losses (Topic 326). This ASU updates certain guidance as set forth is ASU
No. 2016-03, to
provide additional guidance on the treatment of credit losses, with regards to troubled debt restructuring and gross write-offs related to financing receivables and net investments in leases. The amendments in this update eliminate the previous troubled debt restructuring guidance and instead, require that an entity evaluate whether the modification represents a new loan or a continuation of an existing loan, with the intent to enhance existing disclosure requirements as well as introduce new requirements related to certain modifications for borrowers experiencing financial difficulty. The ASU requires that the provisions are to be applied prospectively. The Company adopted the provisions of this guidance on January 1, 2023. The adoption of this guidance had no impact on the Company’s consolidated financial statements.
During October 2021 the FASB issued
ASU No. 2021-08, Business
Combinations (Topic 805), which provides guidance for the accounting of revenue contracts acquired in a business combination. The provisions of this ASU are intended to improve comparability for both the recognition and measurement of acquired revenue contracts with customers at the date of and after a business combination. Further, the provisions provide additional recognition and measurement guidance for revenue contracts with customers acquired in a business combination and revenue contracts with customers not acquired in a business combination. The amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022. The Company adopted the provisions of this guidance on January 1, 2023, which had no impact to its consolidated financial statements.
v3.23.3
REVENUE RECOGNITION
 9 Months Ended
Sep. 30, 2023
Revenue from Contract with Customer [Abstract]  
REVENUE RECOGNITION
NOTE 3. REVENUE RECOGNITION
Disaggregation of Net Sales
The following table presents a disaggregation of the Company’s net sales by revenue source. The Company believes that these revenue streams most appropriately depict the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with its customers.

 
  
Three Months Ended
 
  
Nine Months Ended
 
 
  
September 30,
 
  
September 30,
 
 
  
2023
 
  
2022
 
  
2023
 
  
2022
 
 
  
 
 
  
 
 
  
 
 
  
 
 
 
  
 
 
  
(in ‘000s)
 
  
 
 
Entrees
    $ 53,913      $ 33,967      $ 115,075      $ 93,937  
Breakfast
      1,601        2,565        5,407        8,412  
Pizza and Snacks
      51        1,018        244        3,586  
    
 
 
     
 
 
     
 
 
     
 
 
  
Total Net Sales
    $ 55,565      $ 37,550      $ 120,726      $ 105,935  
    
 
 
     
 
 
     
 
 
     
 
 
  
Revenue Recognition, Sales Incentives, and Accounts Receivable
Revenue is recognized when the performance obligation is satisfied, as evidenced by the transfer of control of the promised good to the customer. This transfer generally occurs upon the customers’ receipt of the goods, or upon shipment, depending upon applicable shipping terms, as the customer can direct the use and obtain substantially all of the remaining benefits from the asset at that point in time. Revenue is recognized in an amount that reflects the consideration that the Company expects to ultimately receive in exchange for those promised goods, net of expected discounts for sales promotions and customary allowances. The Company offers sales promotions through various regional and national programs to its customers. These programs include
in-store discounts
as well as product coupons offered direct to consumers which may be redeemed at the point of sale. Customary allowances for early invoice payment and shrinkage are also applied by customers. The costs associated with these programs are accounted for as variable consideration as defined under ASC 606 and are reductions to the transaction price. Depending on the specific type of sales incentive and other promotional program, the expected value method is used to determine the variable consideration. The Company reviews and updates its estimates and related accruals of variable consideration each period based on the terms of the agreements, historical experience, and expected levels of performance of the trade promotion or other programs. Any uncertainties in the ultimate resolution of variable consideration due to factors outside the Company’s influence are typically resolved within a short timeframe therefore not requiring any additional constraint on the variable consideration. Additionally, the Company also offers compensation to customers
for access to shelf space in stores; associated payments are recognized as reductions to the transaction price received from the customer on sale of associated products.
Payment terms and conditions are generally consistent amongst customers, including credit terms to customers ranging from seven days to 90 days, and as such the Company’s contracts do not include significant financing components. The Company performs credit evaluations of customers and evaluates the need for allowances for potential credit losses based on historical experience, as well as current and expected general economic conditions. These allowances reduce the accounts receivable balance and are charged to operating expense. For the periods presented, amounts recorded in connection with credit losses were de minimis.
The Company applies the practical expedient that allows for companies to exclude disclosing performance obligations that are unsatisfied as of the period end, that are expected to be satisfied in a duration of one year or less of that date. Given that the Company’s contracts are generally short term in nature, there are no unsatisfied performance obligations requiring disclosure at September 30, 2023.
Contract Assets and Liabilities
Contract assets are rights to consideration in exchange for goods or services that the Company has transferred to a customer when that right is conditional on something other than the passage of time. Contract liabilities are obligations to transfer goods or services to a customer for which the Company has received consideration, or for which an amount of consideration is due from the customer. The Company continually evaluates whether its contractual arrangements with customers result in the recognition of contract assets or liabilities. For the periods ending September 30, 2023 and December 31, 2022, there were no contract assets or liabilities recognized.
v3.23.3
INVENTORIES
 9 Months Ended
Sep. 30, 2023
Inventory Disclosure [Abstract]  
INVENTORIES
NOTE 4. INVENTORIES
Inventories As of September 30, 2023 and December 31, 2022, consisted of the following:
 
 
  
As of
 
 
  
September 30,
 
  
December 31,
 
(in thousands)
  
2023
 
  
2022
 
Ingredients and supplies
    $ 13,982      $ 16,753  
Finished Goods
      44,151        22,726  
    
 
 
     
 
 
  
Total inventories
    $ 58,133      $ 39,479  
    
 
 
     
 
 
  
v3.23.3
PROPERTY AND EQUIPMENT
 9 Months Ended
Sep. 30, 2023
Property, Plant and Equipment [Abstract]  
PROPERTY AND EQUIPMENT
NOTE 5. PROPERTY AND EQUIPMENT
Property and equipment As of September 30, 2023 and December 31, 2022 consisted of the following:
 
    
As of
  
(In thousands)
   
September 30, 2023
     
December 31, 2022
  
Computer equipment
    $ 122      $ 122  
Vehicles
      164        164  
Machinery and equipment
      44,426        43,193  
Leasehold improvements and office equipment
      766        751  
    
 
 
     
 
 
  
Total property and equipment
    $ 45,478      $ 44,230  
Less: accumulated depreciation
      (10,617 )       (5,793 ) 
    
 
 
     
 
 
  
Subtotal
      34,861        38,437  
Construction in progress
      424        60  
    
 
 
     
 
 
  
Property and equipment, net
   
$
35,285
 
   
$
38,497
 
    
 
 
     
 
 
  
Depreciation and amortization expense was $1.6 million and $1.0 million for the three months ended September 30, 2023 and 2022, respectively, and $4.8 million and $1.8 million for the nine months ended September 30, 2023 and 2022,
respectively
.
v3.23.3
LEASES
 9 Months Ended
Sep. 30, 2023
Leases [Abstract]  
LEASES
NOTE 6. LEASES
The Company has various finance leases for equipment and operating leases for office and warehouse space, as well as equipment. The Company’s lease agreements do not contain any material residual value guarantees, bargain purchase options, or restrictive covenants. Variable lease costs were not significant for the periods presented. Operating lease liabilities and their corresponding ROU assets are recorded at the present value of fixed lease payments over the expected lease term. The interest rate implicit in lease contracts was not readily determinable. As such, the Company used an incremental borrowing rate based on the information available at inception date. In the development of the discount rate, the Company considered its internal borrowing rate, treasury security rates, collateral, and credit risk specific to it, and its lease portfolio characteristics. As of September 30, 2023, the weighted-average discount rate of the Company’s operating and finance leases was 7.9% and 8.0%, respectively. As of September 30, 2022, the weighted-average discount rate of the Company’s operating and finance leases was 7% and 12%, respectively. The components of lease expense were as follows:
 
 
  
Three Months Ended September 30,
 
  
Nine Months Ended September 30,
 
 
  
2023
 
  
2022
 
  
2023
 
  
2022
 
 
  
 
 
  
 
 
  
 
 
  
 
 
 
  
(in ‘000s)
 
  
(in ‘000s)
 
Operating lease costs
    $ 604      $ 603      $ 1,809      $ 1,627  
Finance lease costs:
                                    
Amortization of ROU assets
      1,072        647        3,227        780  
Interest on lease liabilities
      526        303        1,637        321  
Short-term lease costs
      131        —          365        146  
    
 
 
     
 
 
     
 
 
     
 
 
  
Total lease costs
    $ 2,333      $ 1,553      $ 7,038      $ 2,874  
    
 
 
     
 
 
     
 
 
     
 
 
  
Supplemental balance sheet information related to leases is as follows:
 
         
As of September 30,
     
As of December 31,
  
         
2023
     
2022
  
Assets
   
Balance Sheet Location
              
Operating lease
right-of-use
assets
    Operating lease
right-of-use
assets		    $ 9,800      $ 10,881  
Finance lease
right-of-use
assets
    Property and equipment, net      24,449        27,392  
         
 
 
     
 
 
  
Total lease assets
        
$
34,249
     
$
38,273
  
         
 
 
     
 
 
  
Liabilities
                       
Current:
                       
Operating lease liabilities
    Operating lease liabilities    $ 1,606      $ 1,455  
Finance lease liabilities
    Finance lease liabilities      3,354        3,310  
Noncurrent:
                       
Operating lease liabilities
    Long term Operating lease liabilities      8,822        10,030  
Finance lease liabilities
    Long term Finance lease liabilities      21,561        24,099  
         
 
 
     
 
 
  
Total lease liabilities
        
$
35,343
     
$
38,894
  
         
 
 
     
 
 
  
 
    
Nine months ended
September 30,
  
    
2023
     
2022
  
Supplemental Cash Flow Information:
                  
Cash paid for amounts included in the measurement of lease liabilities
                  
Operating cash flows from operating leases
    $ 1,785      $ 1,162  
Operating cash flows from finance leases
    $ 1,637      $ 321  
Financing cash flows from finance leases
    $ 2,517      $ 571  
Supplemental noncash information on lease liabilities arising from obtaining
right-of-use
assets
    $ 20      $ 16,470  
The maturities of the Company’s operating and finance lease liabilities as of September 30, 2023 were as follows:
 
(in Thousands)   
Operating Leases
     
Finance Leases
  
Remainder of 2023
    $ 600      $ 1,324  
2024
      2,448        5,290  
2025
      2,475        5,290  
2026
      2,296        5,290  
2027
      2,182        5,290  
Thereafter
      2,987        9,107  
    
 
 
     
 
 
  
Total future lease payments
      12,988        31,591  
Less: Interest
      (2,560 )       (6,676 ) 
    
 
 
     
 
 
  
Present value of lease obligations
   
$
10,428
 
   
$
24,915
 
    
 
 
     
 
 
  
As of September 30, 2023, the weighted-average remaining term of our operating and finance leases were approximately 5.4 years and 5.6 years, respectively.
v3.23.3
DEBT
 9 Months Ended
Sep. 30, 2023
Debt Disclosure [Abstract]  
DEBT
NOTE 7. DEBT
Long-term debt consisted of the following As of September 30, 2023 and December 31, 2022:
 
             
September 30,
     
December 31,
  
     Maturity Date    Interest Rate  
2023
     
2022
  
PMC Revolver
    November 2025    Prime rate plus 4.25%   $ 79,390      $ 55,181  
PMC Capex line
    N/A*    Prime rate plus 8.5%     —          4,670  
PMC Equipment loan
    August 2028    Prime rate plus 6.1%     8,125        —    
PMC Term Loan
    August 2028    Prime rate plus 7.85%     20,000        10,000  
             
 
 
     
 
 
  
                107,515        69,851  
Less: Current maturities of long-term debt
               1,203        370  
             
 
 
     
 
 
  
Long-term debt
             $ 106,312      $ 69,481  
             
 
 
     
 
 
  
 
*
The Capex line was consolidated into the Equipment loan February 2023
On June 30, 2016, the Company entered into a loan and security agreement (the “Credit Facility”) with PMC Financial Services Group, LLC (“PMC”). As
of July 2023, the
Credit Facility, as amended, provided the Company with a $80.0 million line of credit repayable on November 30, 2025 (the “Revolver”), and permits the Company to make repayments without penalty. As amended, the Credit Facility also includes an $8.1 million capital expenditure term loan, which represents a consolidation of the Company’s prior Capex lines, along with Business acquisition liabilities, which matures on August 31, 2028 (the “Equipment loan”). Additionally, as of February 2023, the agreement as amended increased the term loan balance of $10.0 million to $20.0 million, which bears interest at an annual rate equal to the prime rate (as announced by Wells Fargo Bank, N.A.) plus 7.85%, with a floor of 13.35% (should the prime rate decrease to a specified level), per annum. Per the agreement, interest payments on the Equipment loan are to be made monthly beginning on June 30, 2023, and interest and principal shall be repaid monthly in 60 equal installments beginning on September 30, 2023, the first payment of which was made in early October 2023. Regarding the term loan, interest only payments are made monthly until the December 1, 2023 where interest and principal payments will be made for 60 months.
The Credit Facility contains no financial covenants and is collateralized by the Company’s accounts receivable, inventory, equipment, deposit accounts, and general intangibles.
The Company incurred an aggregate of $2.4 million in “success fees” in connection with the Credit Facility, $2.0 million of which it paid to PMC during 2021 and 2022. These success fees were recorded as deferred loan costs, a component
of non-current assets,
on the Company’s balance sheet. The unamortized balance of these fees as of September 30, 2023 was $0.7 million, which will be charged to interest expense ratably over the remainder of the borrowing term.
The amortization expense related to these deferred loan costs was $0.1 million and $0.1 million for the three months ended September 30, 2023 and 2022, respectively, and $0.3 million and $ 0.2 million for the nine months ended September 30, 2023 and 2022, respectively.
The weighted average interest rates for the Company’s debt, by loan type, applicable for the nine months ended September 30, 2023, is as follows:
 
PMC Revolver
      12.73 % 
PMC Equipment loan
      13.85 % 
PMC Term loan
      15.60 % 
Contractual future payments for all borrowings as of September 30, 2023 are as follows (in thousands):
 
Remainder of 2023
    $ 598  
2024
      4,142  
2025
      84,225  
2026
      5,628  
2027
      6,551  
Thereafter
      6,371  
    
 
 
  
Total payments outstanding
    $ 107,515  
    
 
 
  
v3.23.3
EQUITY
 9 Months Ended
Sep. 30, 2023
Equity [Abstract]  
EQUITY
NOTE 8. EQUITY
Equity interests in the Company consist of Class A common stock and Class B common stock. Shares of Class A and B common stock have equal voting rights, however, shares of Class B common stock do not share in the earnings or losses of the Company and are therefore not participating securities. As such, a separate presentation of basic and diluted net income (loss) per share for each of Class B common stock under
the two-class method
has not been presented.
v3.23.3
LOSS PER SHARE
 9 Months Ended
Sep. 30, 2023
Earnings Per Share [Abstract]  
LOSS PER SHARE
NOTE 9. LOSS PER SHARE
The following table sets forth the computation of loss per share:
 
    
THREE MONTHS ENDED
     
NINE MONTHS ENDED
  
    
SEPTEMBER 30,
     
SEPTEMBER 30,
  
    
2023
     
2022
     
2023
     
2022
  
Numerator:
                                    
Net Loss
    $ (4,436 )     $ (3,148 )     $ (12,302 )     $ (8,102 ) 
    
 
 
     
 
 
     
 
 
     
 
 
  
Denominator:
                                    
Weighted-average shares outstanding
      8,880,552        6,180,592        7,689,930        6,174,454  
Loss per common share
    $ (0.50 )     $ (0.51 )     $ (1.60 )     $ (1.31 ) 
As of September 30, 2023, the
Company’s
issued and outstanding RSUs, which were the Company’s only potentially dilutive securities, have been excluded from the computation of diluted net loss per share as they would have been anti-dilutive. Therefore, for all periods presented, there is no difference in the number of shares used to compute basic and diluted shares outstanding due to the Company’s net loss position.
v3.23.3
RELATED-PARTY TRANSACTIONS
 9 Months Ended
Sep. 30, 2023
Related Party Transactions [Abstract]  
RELATED-PARTY TRANSACTIONS
NOTE 10. RELATED-PARTY TRANSACTIONS
The Company’s Executive Chairman of its board of directors holds more than 20% beneficial ownership interest in the Company’s common stock.
In connection with the completion of the IPO, the Company entered into a tax receivable agreement (“TRA”) with the continuing Members of RGF. This agreement grants the Members the right to receive 85% of the net cash savings, if any, in U.S. federal, state and local income tax that the Company actually realizes or is deemed to realize as a result of an increase in the tax basis of the net assets of the Company resulting from any redemptions or exchanges of interests in RGF, and certain other tax benefits related to payments made under the TRA. As a result of the Company’s net loss position, there were no amounts due under the TRA as of September 30, 2023.
During the three and nine months ended September 30, 2023, the spouse of the Company’s CFO provided certain finance related consulting services to the Company. Expenses related to these services recognized during the three and nine months ended September 30, 2023 totaled to approximately $71,300 and $204,350, respectively, and amounts paid for these services totaled to approximately $197,410 at September 30, 2023.
During August 2023, the Company’s CEO loaned the Company $0.8 million for purposes of purchasing production equipment. A promissory note has been entered into in connection with this loan. The promissory note matures on December 31, 2023 and accrues interest at 9% per annum. All interest accrued is due and payable at the date of maturity.
v3.23.3
COMMITMENTS AND CONTINGENCIES
 9 Months Ended
Sep. 30, 2023
Commitments and Contingencies Disclosure [Abstract]  
COMMITMENTS AND CONTINGENCIES
NOTE 11. COMMITMENTS AND CONTINGENCIES
Purchase Commitments
The Company has entered into various contracts, in the normal course of business, obligating it to purchase minimum quantities of ingredients used in its production and distribution processes, including cheese, chicken, and other ingredients that are inputs into its finished products. The Company entered into these contracts from time to time to ensure a sufficient supply of raw ingredients. None of these commitments are for durations greater than a year. Accordingly, as of September 30, 2023, the Company had no outstanding long-term commitments.
Legal Matters
The Company is party to certain claims, litigation, audits, and investigations in the ordinary course of business. Although the results of these ordinary course matters cannot be predicted with certainty, we currently believe that the final outcome of these ordinary course matters will not, individually or in the aggregate, have a material adverse effect on our business, results of operations, financial condition, or cash flows. However, regardless of the outcome, these ordinary course matters can have an adverse impact on us because of legal costs, diversion of management’s time and resources, and other factors. The Company records an accrual for a loss contingency when it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated. As of September 30, 2023 and December 31, 2022, the Company’s management has concluded that it was not necessary to accrue amounts related to any pending litigation.
v3.23.3
RISKS OF UNCERTAINTIES AND CONCENTRATION OF CREDIT RISK
 9 Months Ended
Sep. 30, 2023
Risks and Uncertainties [Abstract]  
RISKS OF UNCERTAINTIES AND CONCENTRATION OF CREDIT RISK
NOTE 12. RISKS OF UNCERTAINTIES AND CONCENTRATION OF CREDIT RISK
Significant Risks and Uncertainties
The Company is subject to those risks common to brands within the frozen food category within the health and wellness industry. Various factors could negatively impact its business, including the Company’s need to increase its net sales from existing customers and acquire new customers in order to execute its growth strategy; ability to introduce or market new or successfully improve existing products; ability to compete successfully within its highly competitive market; dependence on key personnel, suppliers,
and co-manufacturers; customer
concentration risk, or the loss of a single significant customer; compliance with government regulations; and indebtedness, including the financial restrictions and operating covenants included in the agreements governing such indebtedness, as well as a possibility of being unable to obtain additional financing at terms satisfactory to the Company when needed.
Further, changes in any of the following areas could have a significant negative effect on the Company’s financial position, results of operations, and cash flows: rates of revenue growth; its ability to manage inventory or pricing; engagement and usage of its products; effectiveness of its investment of resources to pursue strategies; competition in its market; the stability of food prices; impact of interest rate changes on demand and its costs; and addition or loss of significant customers.
During the three months ended September 30, 2023, the Company had two customers
which
each individually comprised greater than 10% of net sales. These customers represented 76% and 14% of net sales, respectively, during the three months ended September 30, 2023. During the nine months ended September 30, 2023, the Company had two customers which each individually comprised greater than 10% of net sales. These customers represented 65%, and 14% of net sales, respectively, during the nine months ended September 30, 2023. During the three and
 nine
months ended September 30, 2022, the Company had two customers which each individually comprised greater than 10% of net sales. These customers represented 56% and 15% of net sales, respectively,
for
the three
months ended September 30, 2022, and 53% and 20%, for the
 nine months ended September 30, 2022. 
Concentration of Credit Risk
Accounts receivable potentially subject the Company to concentrations of credit risk. As of September 30, 2023, four customers accounted for a total of 85% of the Company’s accounts receivable balance, or 51%, 15%, 14% and 5%, respectively. As of December 31, 2022, three customers accounted for a total of 69% of the Company’s accounts receivable balance, or 36%, 24%, and 9%, respectively. No other customers accounted for more than 10% of total accounts receivable. The Company’s customers are predominantly retailers who sell the Company’s products to end consumers. Given that, along with the Company’s customers being major U.S. retailers, the Company does not consider the concentration of its trade account receivables to be a significant risk.
v3.23.3
EQUITY BASED COMPENSATION
 9 Months Ended
Sep. 30, 2023
Share-based Payment Arrangement [Abstract]  
Equity Based Compensation
NOTE 13. EQUITY-BASED COMPENSATION
On October 11, 2021, the Company’s board of directors approved the Company’s 2021 Stock Incentive Plan (the “Plan”). The Plan provides for the issuance of equity compensation grants to employees, as well as members of its board of directors, in the form of stock options, restricted stock, restricted stock units (“RSUs”), and stock appreciation rights (“SARS”), for up to 3,700,000 shares of the Company’s Class A common stock. In addition, the Plan provides for an employee stock purchase program (“ESPP”), which is included as part of the 3,700,000 shares authorized under the Plan. Subsequent to the approval of the Plan 123,397 additional shares were authorized to be granted under the Plan pursuant to an evergreen provision in 2022, and during August 2023, 1,500,000 additional shares were authorized to be granted per the amended and restated Plan as part of the resolutions of the 2023 annual shareholder’s’ meeting.
The Company grants RSUs to certain directors, officers and employees. Each RSU granted constitutes a right to receive one share of the Company’s Class A common stock, subject to the vesting terms specific to each agreement. The shares of the Company’s common stock underlying the number of vested RSUs are intended to be delivered as soon as practicable after vesting occurs. During the period between the grant date and vesting, the RSUs may not be transferred, and the grantee has no rights as a stockholder until vesting has occurred. If the grantee’s employment is terminated for any reason (other than following a change in control of the Company or a termination of an officer other than for cause), then any unvested RSUs under the award will automatically terminate and be forfeited. If a grantee’s employment is terminated by the Company without cause or by the grantee for good reason, then, provided that the RSUs have not been previously forfeited, the remaining unvested portion of the RSUs will immediately vest as of the grantee’s termination date. In the event of a change in control, the Company’s obligations regarding outstanding RSUs shall, on such terms as may be approved by the Company’s Compensation Committee prior to such event, immediately vest, be assumed by the surviving or continuing company or cancelled in exchange for property (including cash). As of September 30, 2023, there were 2,119,482 shares available under the Plan for future equity grants.
Restricted Stock Units Issued to Officers and Employees
The following table details the activity related to equity grants during the nine months ended September 30, 2023:
 
     Restricted
Stock Units		      Weighted
Average
Grant Date
Fair Value		  
Outstanding/Unvested at December 31, 2022
      2,384,896      $ 7.66  
Granted
      725,604      $ 6.61  
Forfeited
      (2,000 )     $ 6.63  
Vested
      (103,011 )     $ 6.19  
    
 
 
           
Outstanding/Unvested at September 30, 2023
      3,005,489      $ 7.46  
    
 
 
           
The grant date fair value of grants issued was based on the closing price of the Company’s Class A common stock as of the date the grant is issued. All vesting related to RSUs is subject to continued service, with the exception of involuntary terminations for reasons other than cause.
All RSUs issued during 2023 were issued to employees and consultants of the Company. The RSUs issued to the Company’s officers cliff vest 100% on the 3rd anniversary date of the grant. Those granted to
non-officer
employees generally vest
one-third
over three years on the first, second and third anniversary dates of the grant. All vesting related to RSUs is subject to continued service, with the exception of involuntary terminations for reasons other than cause.
Equity Compensation Expense
The Company values RSUs (the grant date fair value) based on the closing price of the Company’s Class A common stock on the date the grant is issued, and recognizes the expense related to this value on a straight-line basis over the vesting term. During the three and nine months ended September 30, 2023, the Company recorded expense related to outstanding RSU grants of approximately $2.0 million and $5.9 million, respectively. During the three and nine months ended September 30, 2022, the Company recorded expense related to outstanding RSU grants of approximately $1.8 million and $5.2 million, respectively. Income tax benefits related to the vesting of RSUs during the nine months ended September 30, 2023 were de minimus. There were no benefits related to income taxes during the three and nine months ended September 30, 2022. Unrecognized compensation expense as of September 30, 2023, was $10.6 million, to be recognized over a weighted average period of approximately 1.4 years.
v3.23.3
INCOME TAXES
 9 Months Ended
Sep. 30, 2023
Income Tax Disclosure [Abstract]  
INCOME TAXES
NOTE 14. INCOME TAXES
During the three and nine months ended September 30, 2023 and 2022 the Company provided no amounts related to current income taxes as a result of the net losses incurred. As such only deferred taxes were applicable for the nine month period, and as a result of the full valuation allowance applied to the deferred tax assets, there were no amounts related to income taxes recognized in the consolidated statement of operations.
The Company’s effective tax rate includes a rate benefit attributable to approximately 44% of the Company’s earnings which are not subject to corporate level taxes, due to the applicable income taxes that are the obligation of the
non-controlling
members of RGF. Thus, the effective tax rate on the portion of loss attributable to the Company is 25.0%, before taking into effect the valuation allowance, for the three and nine months ended September 30, 2023.
v3.23.3
NON-CONTROLLING INTEREST
 9 Months Ended
Sep. 30, 2023
Noncontrolling Interest [Abstract]  
NON-CONTROLLING INTEREST
NOTE 15.
NON-CONTROLLING
INTEREST
In connection with the Reorganization described in Note 1, The Real Good Food Company, Inc. became the sole managing member of RGF and, as a result, consolidates the financial results of RGF. The Real Good Food Company, Inc. reports
a non-controlling interest
representing continuing Member interests in RGF. Any future changes in The Real Good Food Company, Inc.’s ownership interest in RGF, while retaining its controlling interest in RGF, will be accounted for as an equity transaction. As such, future redemptions or direct exchanges of RGF interests by the continuing Members, in addition to the issuance of additional shares of the Company, will result in a change in ownership and reduce the amount of earnings or loss recorded as
a non-controlling interest
and increase or decrease the balance of the equity attributable to The Real Good Food Company, Inc. concurrently.
v3.23.3
SUBSEQUENT EVENTS
 9 Months Ended
Sep. 30, 2023
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS
NOTE 16. SUBSEQUENT EVENTS
The Company evaluated subsequent events to determine if events or transactions occurred after the balance sheet date up to the date that the financial statements were issued. Apart from the below, the Company identified no subsequent events as of the date that the financial statements were issued.
On October 17, 2023, the Company completed a registered public offering (the “Offering”) which resulted in the issuance of 7,803,572 shares of Class A common stock (inclusive of 1,017,857 shares issued in connection with the exercise of the underwriters’ over-allotment option) at a share price of $2.10. In connection with the Offering the Company received net proceeds of $15.4 million, after underwriters discount and fees. Subsequent to the date of the closing of the Offering, the Company’s outstanding shares of Class A common stock increase
d
to 19,257,736. The Underwriters agreement entered into as part of the Offering, precludes the Company from issuing any new shares of Class A common stock for a period of 90 days from October 11, 2023, the date of the Prospectus filed as part of the Offering. It does not preclude, however, the conversion of Class B units, held by members in Real Goods Foods, LLC, into Class A common shares, as well as shares issued in connection with employee RSU vesting, to cover payroll taxes related to that vesting.
v3.23.3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND NEW ACCOUNTING STANDARDS (Policies)
 9 Months Ended
Sep. 30, 2023
Accounting Policies [Abstract]  
Basis of Presentation
Basis of Presentation
The unaudited consolidated financial information for the three and nine months ended September 30, 2023 and 2022, and as of September 30, 2023, is presented on the same basis as the financial statements included in the Company’s Annual Report on
Form 10-K
for the fiscal year ended December 31, 2022 (the “Annual Report”), filed with the Securities and Exchange Commission on March 31, 2023. In the opinion of management, these financial statements include all adjustments necessary for a fair statement of the financial position, results of operations and cash flows of the Company for the interim periods, and the adjustments are of a normal and recurring nature. The financial results for any interim period are not necessarily indicative of the results for the full year. The consolidated balance sheet information as of December 31, 2022, was derived from the audited consolidated financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America (“GAAP”). The unaudited consolidated financial information should be read in conjunction with the consolidated financial statements and notes thereto included in the Annual Report.
The consolidated financial statements have been prepared in accordance with GAAP and include the accounts of The Real Good Food Company, Inc. and its wholly owned or controlled subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. The Real Good Food Company, Inc. has no operations other than those
of
RGF.
Use of Estimates
Use of Estimates
The preparation of the Company’s financial statements in conformity with GAAP requires management to use its judgment to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities as of the date of the financial statements, and the reported amounts of net sales and expenses during the reporting period. Significant estimates and assumptions reflected in the financial statements include, but are not limited to, the allowance for credit losses, the write down of obsolete or excess inventory, and revenue recognition, including variable consideration for estimated reserves for discounts, incentives, and other allowances. Management bases its estimates on historical experience and on assumptions that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Due to the inherent uncertainty involved in making assumptions and estimates, changes in circumstances could result in actual results differing from those estimates, and such differences could be material to the Company’s balance sheet and statements of operations.
Segment Reporting and Geographical Information
Segment Reporting and Geographical Information
For the three and nine months ended September 30, 2023 and 2022, the Company was managed as a single operating segment. The Chief Executive Officer, who is the Company’s Chief Operating Decision Maker, reviews financial information on an aggregate basis for purposes of allocating resources and assessing financial performance, as well as for making strategic operational decisions and managing the organization. As such, the Company does not have reportable segments. Additionally, all of the Company’s assets are maintained in the United States.
Liquidity
Liquidity
The accompanying unaudited consolidated financial statements have been prepared on the basis that the Company will continue as a going concern, which contemplates realization of assets and satisfaction of liabilities in the normal course of business. At September 30, 2023, the Company had an accumulated deficit of $
33.4
million, before taking into account the deficit portion related to the non-controlling interest of $
72.3 million
,
and a working capital surplus of $32.4 million. For the nine months ended September 30, 2023, the Company had a net loss of $12.3 million (after taking into effect the loss of $29.1 million related to the
non-controlling
interest) and negative cash flows from operations of $28.9 million. The Company’s operating activities consume the majority of its cash resources. The Company anticipates that it will continue to incur net losses into the following quarter. In addition, the Company expects to have positive cash flows from operations, beginning in the fourth quarter of 2023. The Company has previously funded, and plans to continue funding, these losses primarily through current cash on hand and borrowing availability under its debt facility.
The Company’s management believes it has the ability to continue as a going concern as a result of the cash on hand and the Company’s borrowing capacity under its debt facility, in addition to funds received in connection with a public offering the Company completed on October 17, 2023 (See Note 16). This public offering resulted in the Company receiving $
15.4
 million in cash, after underwriters’ discounts and fees. Concurrent with the receipt of this cash the Company decreased its borrowing on the line of credit by that amount thereby affording additional borrowing capacity on the revolving credit facility as of that date. In addition, management believes the Company will achieve a level of sales and gross margin adequate to support the Company’s cost structure. As a result of the above, as of September 30, 2023, the Company believes it has sufficient cash to fund operations for the foreseeable future.
Cash and Cash Equivalents
Cash and Cash Equivalents
The Company considers all highly liquid investments with a maturity period of three months or less, when acquired, to be cash equivalents. Cash and cash equivalents held at financial institutions may at times exceed insured amounts. The Company believes it mitigates such risk by investing in or through, as well as maintaining cash balances, with major financial institutions. There were no cash equivalents as of September 30, 2023, and December 31, 2022.
Restricted Cash
Restricted Cash
The Company considers cash which is not freely available for immediate use, and that is held for a specific purpose, to be restricted cash. If the terms dictating the restriction require the restricted cash to be considered as such beyond twelve months, the Company classifies that restricted cash as a noncurrent asset due to its inability to provide liquidity within one year. As of September 30, 2023, the Company had approximately $1.9 million of restricted cash, all of which was classified as noncurrent. The entirety of the restricted cash relates to a letter of credit opened in connection with the Company’s new manufacturing facility in Bolingbrook, IL. Remaining amounts will be released for the Company’s use proportionately over a three-year period beginning in
mid-2024.
 
The below table reconciles cash and restricted cash to amounts shown in the Consolidated Statements of Cash Flows:
 
 
  
September 30,
 
  
December 31,
 
(In thousands)
  
2023
 
  
2022
 
Cash
    $ 78      $ 5,279  
Restricted cash
      1,935        2,318  
    
 
 
     
 
 
  
Total cash reported in statements of cash flows
    $ 2,013      $ 7,597  
    
 
 
     
 
 
  
Accounts Receivable
Accounts Receivable
Accounts receivable are recorded at the invoiced amount, net of allowances for estimated variable consideration and amounts payable to customers for slotting, which are fees assessed by customers for the cost of accepting new products into their store. Estimated product returns are immaterial. Management assesses the collectability of outstanding customer invoices, and if it deems necessary, maintains an allowance for credit losses resulting from
the non-collection of
customer receivables. In estimating this reserve, management considers factors such as historical collection experience, customer creditworthiness, specific customer risk, trends specific to the customer, and current and expected general economic conditions that may affect a customer’s ability to pay. Customer balances are written off after all collection efforts are exhausted. The amounts recorded for reserves for credit losses for the three and nine months ended September 30, 2023 and 2022 were de minimis.
Inventories
Inventories
Inventories are stated at the lower of cost or net realizable value. The Company records sales and other reductions in inventory through cost of sales using
the first-in,
first-out method.
The cost of finished goods inventories includes ingredients, direct
labor, freight-in for
ingredients, and indirect production and overhead costs. The Company monitors its inventory to identify excess or obsolete items on hand. The Company writes down its inventories for estimated excess and obsolescence in an amount equal to the difference between the cost of inventories and estimated net realizable value. These estimates are based on management’s judgment about future demand and market conditions. Once established, these adjustments are considered permanent and are not revised until the related inventory is sold or disposed of. The Company did not have a write-down of inventory during the three and nine months ended September 30, 2023 and 2022.
Property and Equipment
Property and Equipment
Property and equipment are stated at acquisition cost, net of accumulated depreciation and amortization. Depreciation is calculated using the straight- line method over the following range of estimated useful lives of the assets as follows:
 
     Estimated Useful Lives
Computers
    3 years
Office equipment
    5 years
Machinery and equipment
    5 – 10 years
Leasehold improvements are capitalized and amortized over the shorter of the estimated useful life or the remaining term of the lease.
The Company reviews the recoverability of property and equipment when circumstances indicate that the carrying value of an asset or asset class may not be recoverable. Indicators of impairment could include, among other factors, significant changes in the business environment, the planned closure of a facility, or deteriorations in operating cash flows. Considerable management judgment is necessary to evaluate the impact of operating changes and to estimate future cash flows. Expenditures for repairs and maintenance which do not substantially improve or extend the useful life of an asset are expensed as incurred.
Leases
Leases
The Company’s leases consist of corporate office space, warehouse, and equipment. The Company determines whether a contract is or contains a lease at the time of the contract’s inception based on the presence of identified assets and the Company’s right to obtain substantially all the economic benefit from or to direct the use of such assets. When the Company determines a lease exists, it records
a right-of-use (“ROU”)
asset and corresponding lease liability on its balance sheet. ROU assets represent the Company’s right to use an underlying asset for the lease term. Lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets are recognized at the lease commencement date at the present value of the remaining future lease payments the Company is obligated for under the terms of the lease, plus any initial direct costs. Lease liabilities are recognized concurrent with the recognition of the ROU asset and represent the present value of lease payments to be made under the lease. Additionally, these ROU assets and liabilities are adjusted for any prepayments and/or lease incentives received. As the discount rate implicit in the lease is not
readily determinable in most of the Company’s leases, the Company uses its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments. Certain of the Company’s lease terms include options to extend the lease up to five years. The probability of renewal with regards to these leases was deemed to be remote and as such these renewal options are not reflected in the Company’s ROU assets and lease liabilities. The Company will reflect renewal options in its calculation of ROU assets and liabilities, with regards to future lease agreements, when it is reasonably certain that the Company will exercise that option.
The Company does not record lease contracts with a term of 12 months or less on its balance sheet. Payments for these short-term leases are expensed when incurred.
The Company recognizes fixed-lease expense for operating leases on a straight-line basis over the lease term. For finance leases, the Company recognizes amortization expense over the shorter of the estimated useful life of the underlying assets, or the lease term. Interest expense on a finance lease is recognized using the effective interest method over the lease term.
The Company has lease agreements with
non-lease components,
such as maintenance- and utility-related charges. The Company accounts for each lease and
any non-lease components
associated with that lease as a single-lease component for all underlying asset classes. Accordingly, all costs associated with a lease contract are accounted for as lease costs.
Certain leasing arrangements require variable payments that are dependent on usage or output or may vary for other reasons, such as insurance and tax payments. Variable lease payments that do not depend on an index or rate are excluded from lease payments in the measurement of the ROU asset and lease liability and are recognized as expense in the period in which the payment occurs. Variable payments are determined based on a percentage allocation determined by the landlord and are immaterial for the nine months ended September 30, 2023 and 2022.
The Company’s lease agreements do not include significant restrictions or covenants, and residual value guarantees are generally not included within its leases.
Fair Value of Financial Instruments
Fair Value of Financial Instruments
Fair value is an exit price, representing the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability.
The carrying value of the Company’s short-term financial instruments, such as cash, accounts receivable, notes payable, and accounts payable, approximate fair value due to the immediate or short-term maturity of these instruments. The interest rate on the Company’s secured credit facility and certain other debt has a variable component, which is reflective of the market for such instruments at any given date, and as such the carrying value this debt value approximates its fair value.
Revenue Recognition
Revenue Recognition
The Company’s revenue is principally derived from selling goods to retailers. Revenue is recognized when performance obligations under the terms of a contract with a customer are satisfied and promised goods have been transferred to the customer. Generally, control transfers to the customer when the product is delivered to the customer, and on occasion upon being shipped to the customer, depending upon applicable shipping terms. For each contract, the Company considers the transfer of products, each of which is distinct, to be the identified performance obligation. Although some payment terms may be more extended, generally the majority of the Company’s payment terms range from payment due immediately upon invoice to up to 90 days. Accordingly, there are no significant financing components to consider when determining the transaction price.
Variable consideration is included in revenue for trade
promotions, off-invoice discounts,
shrinkages and shortages, and other discounts and sales incentives. The Company uses a reserve to constrain revenue for the expected variable consideration at each period end. See Note 3, Revenue Recognition, for additional information.
Any taxes collected on behalf of government authorities, such as sales tax, are excluded from net sales, and recorded as a liability due to the particular authority.
The Company applies the practical expedient that allows it to exclude disclosure of performance obligations that are part of a contract that has an expected duration of one year or less. The Company’s contracts are all short term in nature, therefore there are no unsatisfied performance obligations requiring disclosure as of September 30, 2023.
Contract Assets
Contract Assets
The Company has elected the practical expedient which allows costs incurred in connection with obtaining a contract to be expensed as incurred for those contracts with a duration of one year or less. For those contracts which have a duration of greater than one year, the Company capitalizes those costs and amortized them over the duration of the agreement. As of September 30, 2023 and December 31, 2022, there were no contract assets recognized.
Shipping and Handling Costs
Shipping and Handling Costs
The Company’s shipping and handling costs are included in both cost of sales and selling and distribution expense, depending on the nature of such costs. Cost of sales reflects cost incurred for inbound freight on ingredients to be used in production. Internal freight costs included in selling and distribution expenses consist primarily of those costs associated with moving products from production facilities through the Company’s distribution network. Total internal freight costs recorded within selling and distribution expenses were $0.4 million and $1.1 million during the three months ended September 30, 2023 and 2022, respectively, and $2.8 million and $3.2 million for the nine months ended September 30, 2023 and 2022, respectively.
Shipping and handling costs associated with outbound freight are included within selling and distribution expenses and are accounted for as a fulfillment cost as incurred. Total of these costs recorded within selling and distribution expenses were $6.5 million and $2.6 million during the three months ended September 30, 2023 and 2022, respectively, and $12.1 million and $7.9 million for the nine months ended September 30, 2023 and 2022, respectively.
Marketing Expenses
Marketing Expenses
Marketing costs are expensed as incurred. The Company incurred $2.3 million and $1.7 million during the three months ended September 30, 2023 and 2022, respectively, and $5.5 million and $4.6 million for the nine months ended September 30, 2023 and 2022, respectively. Marketing costs are recorded in Operating expenses in the Company’s unaudited consolidated statements of operations.
Research and Development Expense
Research and Development Expenses
Research and development expenses are recorded in administrative expense in the statements of operations as incurred. During the three months ended September 30, 2023 and 2022, the Company incurred $4.4 million and $1.3 million of research and development expenses, respectively, and $12.0 million and $3.0 million for the nine months ended September 30, 2023 and 2022, respectively.
Business Combination
Business Combination
The Company accounts for business combinations under the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations, which requires the Company to recognize separately from goodwill the assets acquired, and the liabilities assumed at their acquisition date fair values. The amount by which the fair value of consideration transferred exceeds the fair value of the identifiable net assets acquired is recorded as goodwill. While the Company uses its best estimates and assumptions to accurately value assets acquired, and liabilities assumed at the acquisition date as well as contingent consideration, where applicable, the estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company records adjustments to the identifiable assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the statements of operations.
Goodwill
Goodwill
Goodwill represents the excess of the aggregate fair value of the consideration transferred in a business combination over the fair value of the identifiable net assets acquired, net of liabilities assumed. The Company performs its annual goodwill impairment test as of the first day of the fourth quarter or more frequently if events or changes in circumstances indicate that the goodwill may be impaired.
The Company’s goodwill is accounted for in a single reporting unit representing the company as a whole. As part of its annual impairment testing of goodwill, the Company may elect to assess qualitative factors as a basis for determining whether it is necessary to perform the traditional quantitative impairment testing. If the Company’s assessment of these qualitative factors (“Step zero”) indicates that it is more likely than not that the fair value of the reporting unit exceeds its carrying value, then no further testing is required. Otherwise, the goodwill related to the reporting unit must be quantitatively tested for impairment (“Step one”).
The Step one impairment test for goodwill involves a comparison of the fair value of the reporting unit with its carrying amount, including goodwill. The Company determines the fair value of its reporting unit by using a market approach and a discounted cash
flow (“DCF”) analysis. Determining fair value using a DCF analysis requires the exercise of significant judgments, including judgments about appropriate discount rates, perpetual growth rates and the amount and timing of expected future cash flows. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not impaired. If the carrying amount
of
a reporting unit exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. There were no goodwill impairment charges recorded during the periods presented.
Other Intangible Assets
Other Intangible Assets
We amortize the cost of other intangibles over their estimated useful lives unless such lives are deemed indefinite. We evaluate definite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of any such asset may not be recoverable. Our impairment testing is based on our best estimate of the future operating cash flows. If the sum of our estimated undiscounted future cash flows associated with the asset is less than the asset’s carrying value, we would recognize an impairment charge, which is measured as the amount by which the carrying value exceeds the fair value of the asset. The fair values determined by management require significant judgment and include certain assumptions regarding future sales and expense growth rates, discount rates and estimates of real estate market fair values. As such, these estimates may differ from actual results and are affected by future market and economic conditions.
Income Taxes
Income Taxes
For periods prior to the Company’ IPO, the Company was solely a pass-through entity for federal income tax purposes, being a partnership, and as such income taxes related to the Company’s operations were the responsibility of those who held partnership interests in the Company. For periods subsequent to the IPO, as described above in Note 1, Organization and Description of Business, the Company’s structure became one commonly referred to as
an “Up-C” structure,
which is often used by partnerships and limited liability companies when they undertake an initial public offering of their business.
The Up-C structure
allows the members of the operating company, in this instance the Members of RGF, to continue to realize tax benefits in a similar fashion as was realized prior to the IPO, proportionate to their Membership interest, and the Company will be subject to both Federal and State taxes on the portion of earnings applicable to its controlling interest in RGF of 44%.
Given the foregoing, the Company is subject to income tax on operating results limited to its controlling interest in RGF of 44%. The Company accounts for income taxes pursuant to the asset and liability method which requires the recognition of deferred income tax assets and liabilities related to the expected future tax consequences arising from temporary differences between the carrying amounts and tax bases of assets and liabilities based on enacted statutory tax rates applicable to the periods in which the temporary differences are expected to reverse. Any effects of changes in income tax rates or laws are included in income tax expense in the period of enactment.
The Company records valuation allowances against deferred tax assets when it is more likely than not that all or a portion of a deferred tax asset will not be realized. The Company routinely evaluates the realizability of deferred tax assets by assessing the likelihood that deferred tax assets will be recovered based on all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, estimates of future taxable income, tax planning strategies and results of operations. Estimating future taxable income is inherently uncertain and requires judgment. In projecting future taxable income, historical results are considered along with certain assumptions related to future earnings. As of September 30, 2023, the Company applied a full valuation allowance against all recognized deferred tax assets, resulting in a zero balance on the consolidated balance sheets. If it is later determined that in the future that it is more likely than not that certain deferred tax assets may be fully utilized, the valuation allowance applicable to that particular deferred tax asset would be reversed and recognized through earnings in the period the determination was made. Any reversal of a valuation allowance would result in the reduction of the Company’s provision for income taxes in the period of reversal.
During the three and nine months ended September 30, 2023 and 2022, amounts provided for state income taxes were de minimis.
Loss per Share
Loss per Share
Loss per share is computed by dividing the Company’s net loss, after deducting any dividends, by the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of any outstanding dilutive securities. Equity interests in the Company consist of Class A common stock and Class B common stock. As shares of Class B common stock do not share in the earnings or losses of the Company they are not considered participating securities. As such, a separate presentation of basic and diluted net loss per share for each of Class B common stock under the
two-class method
has not been presented. See Note 9, Loss Per Share.
New Accounting Standards
NEW ACCOUNTING STANDARDS
During September 2022 the FASB issued ASU
No. 2022-04,
Liabilities—Supplier Financed Programs (Subtopic
405-50).
The amendments in this Update require entities which are party to supplier finance programs to disclose qualitative and quantitative information about its programs, that delineate the key terms and obligations under of the programs. The Company adopted the provisions of this guidance on January 1, 2023. The adoption of this guidance had no impact to the Company’s consolidated financial statements.
During March 2022 the FASB issued ASU
No. 2022-02, Financial
Instruments—Credit Losses (Topic 326). This ASU updates certain guidance as set forth is ASU
No. 2016-03, to
provide additional guidance on the treatment of credit losses, with regards to troubled debt restructuring and gross write-offs related to financing receivables and net investments in leases. The amendments in this update eliminate the previous troubled debt restructuring guidance and instead, require that an entity evaluate whether the modification represents a new loan or a continuation of an existing loan, with the intent to enhance existing disclosure requirements as well as introduce new requirements related to certain modifications for borrowers experiencing financial difficulty. The ASU requires that the provisions are to be applied prospectively. The Company adopted the provisions of this guidance on January 1, 2023. The adoption of this guidance had no impact on the Company’s consolidated financial statements.
During October 2021 the FASB issued
ASU No. 2021-08, Business
Combinations (Topic 805), which provides guidance for the accounting of revenue contracts acquired in a business combination. The provisions of this ASU are intended to improve comparability for both the recognition and measurement of acquired revenue contracts with customers at the date of and after a business combination. Further, the provisions provide additional recognition and measurement guidance for revenue contracts with customers acquired in a business combination and revenue contracts with customers not acquired in a business combination. The amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022. The Company adopted the provisions of this guidance on January 1, 2023, which had no impact to its consolidated financial statements.
v3.23.3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND NEW ACCOUNTING STANDARDS (Tables)
 9 Months Ended
Sep. 30, 2023
Accounting Policies [Abstract]  
Schedule Of Cash and Restricted Cash To Amounts
The below table reconciles cash and restricted cash to amounts shown in the Consolidated Statements of Cash Flows:
 
 
  
September 30,
 
  
December 31,
 
(In thousands)
  
2023
 
  
2022
 
Cash
    $ 78      $ 5,279  
Restricted cash
      1,935        2,318  
    
 
 
     
 
 
  
Total cash reported in statements of cash flows
    $ 2,013      $ 7,597  
    
 
 
     
 
 
  
Schedule Of Estimated Useful Lives Of Property Plant And Equipment
Property and equipment are stated at acquisition cost, net of accumulated depreciation and amortization. Depreciation is calculated using the straight- line method over the following range of estimated useful lives of the assets as follows:
 
     Estimated Useful Lives
Computers
    3 years
Office equipment
    5 years
Machinery and equipment
    5 – 10 years
v3.23.3
REVENUE RECOGNITION (Tables)
 9 Months Ended
Sep. 30, 2023
Revenue from Contract with Customer [Abstract]  
Schedule Of Disaggregation Of Revenue
The following table presents a disaggregation of the Company’s net sales by revenue source. The Company believes that these revenue streams most appropriately depict the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with its customers.

 
  
Three Months Ended
 
  
Nine Months Ended
 
 
  
September 30,
 
  
September 30,
 
 
  
2023
 
  
2022
 
  
2023
 
  
2022
 
 
  
 
 
  
 
 
  
 
 
  
 
 
 
  
 
 
  
(in ‘000s)
 
  
 
 
Entrees
    $ 53,913      $ 33,967      $ 115,075      $ 93,937  
Breakfast
      1,601        2,565        5,407        8,412  
Pizza and Snacks
      51        1,018        244        3,586  
    
 
 
     
 
 
     
 
 
     
 
 
  
Total Net Sales
    $ 55,565      $ 37,550      $ 120,726      $ 105,935  
    
 
 
     
 
 
     
 
 
     
 
 
  
v3.23.3
INVENTORIES (Tables)
 9 Months Ended
Sep. 30, 2023
Inventory Disclosure [Abstract]  
Schedule Of Inventories
Inventories As of September 30, 2023 and December 31, 2022, consisted of the following:
 
 
  
As of
 
 
  
September 30,
 
  
December 31,
 
(in thousands)
  
2023
 
  
2022
 
Ingredients and supplies
    $ 13,982      $ 16,753  
Finished Goods
      44,151        22,726  
    
 
 
     
 
 
  
Total inventories
    $ 58,133      $ 39,479  
    
 
 
     
 
 
  
v3.23.3
PROPERTY AND EQUIPMENT (Tables)
 9 Months Ended
Sep. 30, 2023
Property, Plant and Equipment [Abstract]  
Summary Of Property Plant And Equipment
Property and equipment As of September 30, 2023 and December 31, 2022 consisted of the following:
 
    
As of
  
(In thousands)
   
September 30, 2023
     
December 31, 2022
  
Computer equipment
    $ 122      $ 122  
Vehicles
      164        164  
Machinery and equipment
      44,426        43,193  
Leasehold improvements and office equipment
      766        751  
    
 
 
     
 
 
  
Total property and equipment
    $ 45,478      $ 44,230  
Less: accumulated depreciation
      (10,617 )       (5,793 ) 
    
 
 
     
 
 
  
Subtotal
      34,861        38,437  
Construction in progress
      424        60  
    
 
 
     
 
 
  
Property and equipment, net
   
$
35,285
 
   
$
38,497
 
    
 
 
     
 
 
  
v3.23.3
LEASES (Tables)
 9 Months Ended
Sep. 30, 2023
Leases [Abstract]  
Summary of Lease Cost The components of lease expense were as follows:
 
 
  
Three Months Ended September 30,
 
  
Nine Months Ended September 30,
 
 
  
2023
 
  
2022
 
  
2023
 
  
2022
 
 
  
 
 
  
 
 
  
 
 
  
 
 
 
  
(in ‘000s)
 
  
(in ‘000s)
 
Operating lease costs
    $ 604      $ 603      $ 1,809      $ 1,627  
Finance lease costs:
                                    
Amortization of ROU assets
      1,072        647        3,227        780  
Interest on lease liabilities
      526        303        1,637        321  
Short-term lease costs
      131        —          365        146  
    
 
 
     
 
 
     
 
 
     
 
 
  
Total lease costs
    $ 2,333      $ 1,553      $ 7,038      $ 2,874  
    
 
 
     
 
 
     
 
 
     
 
 
  
Schedule of Lease liabilities
Supplemental balance sheet information related to leases is as follows:
 
         
As of September 30,
     
As of December 31,
  
         
2023
     
2022
  
Assets
   
Balance Sheet Location
              
Operating lease
right-of-use
assets
    Operating lease
right-of-use
assets		    $ 9,800      $ 10,881  
Finance lease
right-of-use
assets
    Property and equipment, net      24,449        27,392  
         
 
 
     
 
 
  
Total lease assets
        
$
34,249
     
$
38,273
  
         
 
 
     
 
 
  
Liabilities
                       
Current:
                       
Operating lease liabilities
    Operating lease liabilities    $ 1,606      $ 1,455  
Finance lease liabilities
    Finance lease liabilities      3,354        3,310  
Noncurrent:
                       
Operating lease liabilities
    Long term Operating lease liabilities      8,822        10,030  
Finance lease liabilities
    Long term Finance lease liabilities      21,561        24,099  
         
 
 
     
 
 
  
Total lease liabilities
        
$
35,343
     
$
38,894
  
         
 
 
     
 
 
  
Schedule of cash flow information related to leases
    
Nine months ended
September 30,
  
    
2023
     
2022
  
Supplemental Cash Flow Information:
                  
Cash paid for amounts included in the measurement of lease liabilities
                  
Operating cash flows from operating leases
    $ 1,785      $ 1,162  
Operating cash flows from finance leases
    $ 1,637      $ 321  
Financing cash flows from finance leases
    $ 2,517      $ 571  
Supplemental noncash information on lease liabilities arising from obtaining
right-of-use
assets
    $ 20      $ 16,470  
Schedule of Operating And Finance Lease Liabilities Payments Due
The maturities of the Company’s operating and finance lease liabilities as of September 30, 2023 were as follows:
 
(in Thousands)   
Operating Leases
     
Finance Leases
  
Remainder of 2023
    $ 600      $ 1,324  
2024
      2,448        5,290  
2025
      2,475        5,290  
2026
      2,296        5,290  
2027
      2,182        5,290  
Thereafter
      2,987        9,107  
    
 
 
     
 
 
  
Total future lease payments
      12,988        31,591  
Less: Interest
      (2,560 )       (6,676 ) 
    
 
 
     
 
 
  
Present value of lease obligations
   
$
10,428
 
   
$
24,915
 
    
 
 
     
 
 
  
v3.23.3
DEBT (Tables)
 9 Months Ended
Sep. 30, 2023
Debt Disclosure [Abstract]  
Summary of long-term debt
Long-term debt consisted of the following As of September 30, 2023 and December 31, 2022:
 
             
September 30,
     
December 31,
  
     Maturity Date    Interest Rate  
2023
     
2022
  
PMC Revolver
    November 2025    Prime rate plus 4.25%   $ 79,390      $ 55,181  
PMC Capex line
    N/A*    Prime rate plus 8.5%     —          4,670  
PMC Equipment loan
    August 2028    Prime rate plus 6.1%     8,125        —    
PMC Term Loan
    August 2028    Prime rate plus 7.85%     20,000        10,000  
             
 
 
     
 
 
  
                107,515        69,851  
Less: Current maturities of long-term debt
               1,203        370  
             
 
 
     
 
 
  
Long-term debt
             $ 106,312      $ 69,481  
             
 
 
     
 
 
  
 
*
The Capex line was consolidated into the Equipment loan February 2023
Summary of weighted average interest rate based on the type of loan
The weighted average interest rates for the Company’s debt, by loan type, applicable for the nine months ended September 30, 2023, is as follows:
 
PMC Revolver
      12.73 % 
PMC Equipment loan
      13.85 % 
PMC Term loan
      15.60 % 
Summary of contractual future payments for all borrowings
Contractual future payments for all borrowings as of September 30, 2023 are as follows (in thousands):
 
Remainder of 2023
    $ 598  
2024
      4,142  
2025
      84,225  
2026
      5,628  
2027
      6,551  
Thereafter
      6,371  
    
 
 
  
Total payments outstanding
    $ 107,515  
    
 
 
  
v3.23.3
LOSS PER SHARE (Tables)
 9 Months Ended
Sep. 30, 2023
Earnings Per Share [Abstract]  
Schedule of Earning Per Share Basic and Diluted
The following table sets forth the computation of loss per share:
 
    
THREE MONTHS ENDED
     
NINE MONTHS ENDED
  
    
SEPTEMBER 30,
     
SEPTEMBER 30,
  
    
2023
     
2022
     
2023
     
2022
  
Numerator:
                                    
Net Loss
    $ (4,436 )     $ (3,148 )     $ (12,302 )     $ (8,102 ) 
    
 
 
     
 
 
     
 
 
     
 
 
  
Denominator:
                                    
Weighted-average shares outstanding
      8,880,552        6,180,592        7,689,930        6,174,454  
Loss per common share
    $ (0.50 )     $ (0.51 )     $ (1.60 )     $ (1.31 ) 
v3.23.3
EQUITY BASED COMPENSATION (Tables)
 9 Months Ended
Sep. 30, 2023
Share-based Payment Arrangement [Abstract]  
Summary of Share-Based Compensation Arrangements by Share-Based Payment Award
The following table details the activity related to equity grants during the nine months ended September 30, 2023:
 
     Restricted
Stock Units		      Weighted
Average
Grant Date
Fair Value		  
Outstanding/Unvested at December 31, 2022
      2,384,896      $ 7.66  
Granted
      725,604      $ 6.61  
Forfeited
      (2,000 )     $ 6.63  
Vested
      (103,011 )     $ 6.19  
    
 
 
           
Outstanding/Unvested at September 30, 2023
      3,005,489      $ 7.46  
    
 
 
           
v3.23.3
ORGANIZATION AND DESCRIPTION OF BUSINESS - Additional Information (Details) - USD ($)
$ / shares in Units, $ in Millions
Nov. 09, 2021
Sep. 30, 2023
Real Good Food Company, Inc [Member]    
Equity Method Investment, Ownership Percentage   20.00%
IPO [Member] | Post IPO Entity Ownership [Member]    
Noncontrolling Interest, Ownership Percentage by Parent 76.00% 56.00%
Common Class B [Member]    
Common Stock Voting Rights one-to-one  
Common Class A [Member] | IPO [Member]    
Stock issued during period, Shares 5,333,333  
Shares issued price per share $ 12  
Proceeds from issuance, Initial Public Offering $ 59.5  
Payments Of Stock Issuance Costs $ 3.9  
Common Stock [Member] | IPO [Member] | Real Good Food Company, Inc [Member]    
Equity Method Investment, Ownership Percentage 24.00%  
v3.23.3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND NEW ACCOUNTING STANDARDS - Additional Information (Details) - USD ($)
 3 Months Ended 9 Months Ended
Oct. 17, 2023
Sep. 30, 2023
Jun. 30, 2023
Mar. 31, 2023
Sep. 30, 2022
Jun. 30, 2022
Mar. 31, 2022
Sep. 30, 2023
Sep. 30, 2022
Dec. 31, 2022
Cash equivalents   $ 0           $ 0   $ 0
Inventory written down   0     $ 0     0 $ 0  
Contract assets   0           0   0
Marketing expense   2,308,000     1,659,000     5,451,000 4,617,000  
Research and development expense   4,400,000     1,300,000     12,000,000 3,000,000  
Goodwill impairment               0 0  
Restricted Cash, Noncurrent   1,900,000           1,900,000    
Retained Earnings (Accumulated Deficit)   (33,428,000)           (33,428,000)   $ (21,126,000)
Working Capital Surplus (Deficit)   32,400,000           32,400,000    
Net Income (Loss) Attributable to Parent   (13,121,000) $ (14,573,000) $ (13,677,000) (13,154,000) $ (11,110,000) $ (9,534,000)      
Net Cash Provided by (Used in) Operating Activities               (28,865,000) (49,512,000)  
Net income loss attributable to non controlling interest   (8,685,000)     (9,969,000)     (29,082,000) (25,659,000)  
Subsequent Event [Member]                    
Proceeds from issuance of common stock $ 15,400,000                  
Accumulated Deficit [Member]                    
Net Income (Loss) Attributable to Parent   (4,436,000) (4,173,000) (3,693,000) (3,148,000) (2,661,000) (2,294,000) $ (12,300,000)    
Noncontrolling Interest [Member]                    
Effective Income Tax Rate Reconciliation, Percent               44.00%    
Retained Earnings (Accumulated Deficit)   (72,300,000)           $ (72,300,000)    
Net Income (Loss) Attributable to Parent   (8,685,000) $ (10,400,000) $ (9,984,000) (10,006,000) $ (8,449,000) $ (7,240,000)      
IPO [Member]                    
Effective Income Tax Rate Reconciliation, Percent               44.00%    
Shipping and Handling [Member]                    
Selling and distribution expense   6,500,000     2,600,000     $ 12,100,000 7,900,000  
Freight Costs [Member]                    
Freight Costs   $ 400,000     $ 1,100,000     $ 2,800,000 $ 3,200,000  
v3.23.3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND NEW ACCOUNTING STANDARDS - Schedule Of Cash And Restricted Cash To Amounts (Details) - USD ($)
$ in Thousands
Sep. 30, 2023
Dec. 31, 2022
Sep. 30, 2022
Dec. 31, 2021
Cash and Cash Equivalents [Abstract]        
Cash $ 78 $ 5,279    
Restricted cash 1,935 2,318    
Total cash reported in statements of cash flows $ 2,013 $ 7,597 $ 5,353 $ 29,745
v3.23.3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND NEW ACCOUNTING STANDARDS (Details)
Sep. 30, 2023
Computer Equipment [Member]  
Estimated Useful Lives 3 years
Office Equipment [Member]  
Estimated Useful Lives 5 years
Machinery and Equipment [Member] | Maximum [Member]  
Estimated Useful Lives 10 years
Machinery and Equipment [Member] | Minimum [Member]  
Estimated Useful Lives 5 years
v3.23.3
REVENUE RECOGNITION - Schedule Of Disaggregation Of Revenue (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Disaggregation of Revenue [Line Items]        
Revenue from contract with customer $ 55,565 $ 37,550 $ 120,726 $ 105,935
Entrees [Member]        
Disaggregation of Revenue [Line Items]        
Revenue from contract with customer 53,913 33,967 115,075 93,937
Breakfast [Member]        
Disaggregation of Revenue [Line Items]        
Revenue from contract with customer 1,601 2,565 5,407 8,412
Pizza And Snacks [Member]        
Disaggregation of Revenue [Line Items]        
Revenue from contract with customer $ 51 $ 1,018 $ 244 $ 3,586
v3.23.3
REVENUE RECOGNITION - Additional Information (Details) - USD ($)
$ in Thousands
Sep. 30, 2023
Dec. 31, 2022
Revenue from Contract with Customer [Abstract]    
Contract assets $ 0 $ 0
Contract liabilities $ 0 $ 0
v3.23.3
INVENTORIES - Summary Of Inventories (Details) - USD ($)
$ in Thousands
Sep. 30, 2023
Dec. 31, 2022
Inventory Disclosure [Abstract]    
Ingredients and supplies $ 13,982 $ 16,753
Finished Goods 44,151 22,726
Total inventories $ 58,133 $ 39,479
v3.23.3
PROPERTY AND EQUIPMENT - Summary Of Property Plant And Equipment (Details) - USD ($)
$ in Thousands
Sep. 30, 2023
Dec. 31, 2022
Property, Plant and Equipment [Line Items]    
Property, Plant and Equipment, Gross $ 45,478 $ 44,230
Less: accumulated depreciation (10,617) (5,793)
Subtotal 34,861 38,437
Construction in progress 424 60
Property and equipment, net 35,285 38,497
Computer Equipment [Member]    
Property, Plant and Equipment [Line Items]    
Property, Plant and Equipment, Gross 122 122
Vehicles [Member]    
Property, Plant and Equipment [Line Items]    
Property, Plant and Equipment, Gross 164 164
Machinery and Equipment [Member]    
Property, Plant and Equipment [Line Items]    
Property, Plant and Equipment, Gross 44,426 43,193
Leasehold Improvements And Office Equipment [Member]    
Property, Plant and Equipment [Line Items]    
Property, Plant and Equipment, Gross $ 766 $ 751
v3.23.3
PROPERTY AND EQUIPMENT - Summary Of Property Plant And Equipment (Parenthetical) (Details) - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Property, Plant and Equipment [Abstract]        
Depreciation Expense $ 1.6 $ 1.0 $ 4.8 $ 1.8
v3.23.3
LEASES - Summary of Lease Cost (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Lease, Cost [Abstract]        
Operating lease costs $ 604 $ 603 $ 1,809 $ 1,627
Finance lease costs:        
Amortization of ROU assets 1,072 647 3,227 780
Interest on lease liabilities 526 303 1,637 321
Short-term lease costs 131 0 365 146
Total lease costs $ 2,333 $ 1,553 $ 7,038 $ 2,874
v3.23.3
LEASES - Schedule of Lease liabilities (Details) - USD ($)
$ in Thousands
Sep. 30, 2023
Dec. 31, 2022
ASSETS    
Operating lease right-of-use assets $ 9,800 $ 10,881
Property and equipment, net 24,449 27,392
Total lease assets $ 34,249 $ 38,273
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] Property, Plant and Equipment, Net Property, Plant and Equipment, Net
Current :    
Operating lease liabilities $ 1,606 $ 1,455
Finance lease liabilities 3,354 3,310
Noncurrent :    
Long term Operating lease liabilities 8,822 10,030
Long term Finance lease liabilities 21,561 24,099
Total lease liabilities $ 35,343 $ 38,894
v3.23.3
LEASES - Schedule of Cash Flow information Related to Leases (Details) - USD ($)
$ in Thousands
 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Cash paid for amounts included in the measurement of lease liabilities:    
Operating cash flows from operating leases $ 1,785 $ 1,162
Operating cash flows from finance leases 1,637 321
Financing cash flows from finance leases 2,517 571
Supplemental noncash information on lease liabilities arising from obtaining right-of-use assets $ 20 $ 16,470
v3.23.3
LEASES - Additional Information (Details)
Sep. 30, 2023
Sep. 30, 2022
Property, Plant and Equipment [Abstract]    
Operating leases 7.90% 7.00%
Finance leases 8.00% 12.00%
Operating Lease, Weighted Average Remaining Lease Term 5 years 4 months 24 days  
Finance Lease, Weighted Average Remaining Lease Term 5 years 7 months 6 days  
v3.23.3
LEASES - Schedule of Operating And Finance Lease Liabilities Payments Due (Details)
$ in Thousands
Sep. 30, 2023
USD ($)
Operating Leases  
Remainder of 2023 $ 600
2024 2,448
2025 2,475
2026 2,296
2027 2,182
Thereafter 2,987
Total future lease payments 12,988
Less: Interest (2,560)
Present value of lease obligations 10,428
Finance Leases  
Remainder of 2023 1,324
2024 5,290
2025 5,290
2026 5,290
2027 5,290
Thereafter 9,107
Total future lease payments 31,591
Less: Interest (6,676)
Present value of lease obligations $ 24,915
v3.23.3
DEBT - Summary of Long-Term Debt (Details) - USD ($)
$ in Thousands
Sep. 30, 2023
Dec. 31, 2022
Debt Instrument [Line Items]    
Revolving line of credit/capex line $ 79,390 $ 59,481
PMC Equipment loan 6,922 0
PMC Term Loan 20,000 10,000
Total Long-term debt 107,515 69,851
Less: Current maturities of long-term debt 1,203 370
Long-term debt 106,312 69,481
Revolving Credit Facility [Member] | November 2025 [Member]    
Debt Instrument [Line Items]    
Revolving line of credit/capex line 79,390 55,181
Capital Expenditure Line Of Credit [Member] | November 2025 [Member]    
Debt Instrument [Line Items]    
Revolving line of credit/capex line 0 4,670
PMC Equipment Loan [Member] | August Two Thousand and Twenty Eight [Member]    
Debt Instrument [Line Items]    
PMC Equipment loan 8,125 0
PMC Term Loan [Member] | August Two Thousand and Twenty Eight [Member]    
Debt Instrument [Line Items]    
PMC Term Loan $ 20,000 $ 10,000
v3.23.3
DEBT - Summary of Long-Term Debt (Parenthetical) (Details) - Prime Rate [Member]
 9 Months Ended
Sep. 30, 2023
Revolving Credit Facility [Member] | November 2025 [Member]  
Debt Instrument [Line Items]  
Debt instrument variable interest rate spread percentage 4.25%
Capital Expenditure Line Of Credit [Member] | November 2025 [Member]  
Debt Instrument [Line Items]  
Debt instrument variable interest rate spread percentage 8.50%
PMC Term Loan [Member] | August 2028 [Member]  
Debt Instrument [Line Items]  
Debt instrument variable interest rate spread percentage 7.85%
PMC Equipment Loan [Member] | August 2028 [Member]  
Debt Instrument [Line Items]  
Debt instrument variable interest rate spread percentage 6.10%
v3.23.3
DEBT - Additional Information (Details) - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended 12 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Dec. 31, 2022
Dec. 31, 2021
Feb. 28, 2023
Debt Instrument [Line Items]              
Line of credit maximum borrowing capacity $ 8.1   $ 8.1        
Deferred loan cost $ 0.7   $ 0.7        
Revolving Credit Facility [Member]              
Debt Instrument [Line Items]              
Debt Instrument, Convertible, Carrying Amount of Equity Component             $ 10.0
Term Loan [Member]              
Debt Instrument [Line Items]              
Line of credit outstanding             20.0
PMC Financial Services [Member] | Term Loan [Member]              
Debt Instrument [Line Items]              
Debt instrument variable interest rate spread percentage     7.85%        
Debt instrument, Floor rate 13.35%   13.35%        
Amended Loan And Security Agreement One [Member] | PMC Financial Services [Member] | Revolving Credit Facility [Member]              
Debt Instrument [Line Items]              
Line of credit maximum borrowing capacity             $ 80.0
Amended Loan And Security Agreement Two [Member] | PMC Financial Services [Member] | Revolving Credit Facility [Member]              
Debt Instrument [Line Items]              
Payment of debt modification fees         $ 2.4    
Amended Loan And Security Agreement Two [Member] | PMC Financial Services [Member] | Revolving Credit Facility [Member] | Tranche One [Member]              
Debt Instrument [Line Items]              
Payment of debt modification fees           $ 2.0  
Amended Loan And Security Agreement Three [Member] | PMC Financial Services [Member] | Revolving Credit Facility [Member]              
Debt Instrument [Line Items]              
Amortization of deferred loan costs $ 0.1 $ 0.1 $ 0.3 $ 0.2      
v3.23.3
DEBT - Summary of Weighted Average Interest Rate Based on the Type of Loan (Details)
Sep. 30, 2023
Revolving Credit Facility [Member]  
Disclosure Of Weighted Average Interest Rates Based On The Type Of Loan [Line Items]  
Debt, weighted average interest rate 12.73%
Term Loan [Member]  
Disclosure Of Weighted Average Interest Rates Based On The Type Of Loan [Line Items]  
Debt, weighted average interest rate 15.60%
PMC Equipment Loan [Member]  
Disclosure Of Weighted Average Interest Rates Based On The Type Of Loan [Line Items]  
Debt, weighted average interest rate 13.85%
v3.23.3
DEBT - Summary of Contractual Future Payments for All Borrowings (Details)
$ in Thousands
Sep. 30, 2023
USD ($)
Debt Disclosure [Abstract]  
Remainder of 2023 $ 598
2024 4,142
2025 84,225
2026 5,628
2027 6,551
Thereafter 6,371
Total payments outstanding $ 107,515
v3.23.3
LOSS PER SHARE - Schedule of Earning Per Share Basic and Diluted (Details) - USD ($)
$ / shares in Units, $ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Numerator:        
Net loss $ (4,436) $ (3,148) $ (12,302) $ (8,102)
Denominator:        
Weighted average number of shares outstanding, basic 8,880,552 6,180,592 7,689,930 6,174,454
Weighted average number of shares outstanding, diluted 8,880,552 6,180,592 7,689,930 6,174,454
Earnings per share, basic $ (0.5) $ (0.51) $ (1.6) $ (1.31)
Earnings per share, diluted $ (0.5) $ (0.51) $ (1.6) $ (1.31)
v3.23.3
RELATED-PARTY TRANSACTIONS - Additional Information (Details) - USD ($)
$ in Thousands
 1 Months Ended 3 Months Ended 9 Months Ended
Aug. 31, 2023
Sep. 30, 2023
Sep. 30, 2023
Promissory Note [Member]      
Related Party Transaction [Line Items]      
Debt instrument, face amount $ 800    
Debt instrument, maturity date Dec. 31, 2023    
Debt Instrument, Interest Rate, Stated Percentage 9.00%    
Real Good Food Company, Inc [Member]      
Related Party Transaction [Line Items]      
Company's membership interest rate   20.00% 20.00%
Related Party Services [Member]      
Related Party Transaction [Line Items]      
Payment to related party for consultancy services     $ 197,410
Operating costs and expenses   $ 71,300 $ 204,350
v3.23.3
COMMITMENTS AND CONTINGENCIES - Additional Information (Details)
$ in Thousands
 9 Months Ended
Sep. 30, 2023
USD ($)
Loss Contingencies [Line Items]  
Long-term purchase commitment, amount $ 0
v3.23.3
RISKS OF UNCERTAINTIES AND CONCENTRATION OF CREDIT RISK - Additional Information (Details) - Customer Concentration Risk [Member]
 3 Months Ended 9 Months Ended 12 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Dec. 31, 2022
Revenue Benchmark [Member] | Major Customer One [Member]          
Concentration Risk [Line Items]          
Concentration risk percentage 76.00% 56.00% 65.00% 53.00%  
Revenue Benchmark [Member] | Major Customer Two [Member]          
Concentration Risk [Line Items]          
Concentration risk percentage 14.00% 15.00% 14.00% 20.00%  
Revenue Benchmark [Member] | Minimum [Member] | Two Customers [Member]          
Concentration Risk [Line Items]          
Concentration risk percentage 10.00% 10.00% 10.00% 10.00%  
Accounts Receivable [Member] | Three Customers [Member]          
Concentration Risk [Line Items]          
Concentration risk percentage         69.00%
Accounts Receivable [Member] | No Other Customer [Member]          
Concentration Risk [Line Items]          
Concentration risk percentage     10.00%    
Accounts Receivable [Member] | Four Customers [Member]          
Concentration Risk [Line Items]          
Concentration risk percentage     85.00%    
Accounts Receivable [Member] | Major Customer One [Member] | Three Customers [Member]          
Concentration Risk [Line Items]          
Concentration risk percentage         36.00%
Accounts Receivable [Member] | Major Customer One [Member] | Four Customers [Member]          
Concentration Risk [Line Items]          
Concentration risk percentage     51.00%    
Accounts Receivable [Member] | Major Customer Two [Member] | Three Customers [Member]          
Concentration Risk [Line Items]          
Concentration risk percentage         24.00%
Accounts Receivable [Member] | Major Customer Two [Member] | Four Customers [Member]          
Concentration Risk [Line Items]          
Concentration risk percentage     15.00%    
Accounts Receivable [Member] | Major Customer Three [Member] | Three Customers [Member]          
Concentration Risk [Line Items]          
Concentration risk percentage         9.00%
Accounts Receivable [Member] | Major Customer Three [Member] | Four Customers [Member]          
Concentration Risk [Line Items]          
Concentration risk percentage     14.00%    
Accounts Receivable [Member] | Major Customer Four [Member] | Four Customers [Member]          
Concentration Risk [Line Items]          
Concentration risk percentage     5.00%    
v3.23.3
EQUITY BASED COMPENSATION - Additional Information (Details) - USD ($)
$ / shares in Units, $ in Millions
 1 Months Ended 3 Months Ended 9 Months Ended
Aug. 31, 2023
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Dec. 31, 2021
Oct. 11, 2021
Restricted Stock Units (RSUs) [Member]              
Compensation expense   $ 2.0 $ 1.8 $ 5.9 $ 5.2    
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount   $ 10.6   $ 10.6      
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition       1 year 4 months 24 days      
Restricted Stock Units (RSUs) [Member] | Officer [Member] | Cliff Vesting [Member]              
Share based compensation by share based award vesting period       3 years      
Percentage of vesting of award under share-based payment arrangement       100.00%      
Two Thousand Twenty One Stock Incentive Plan [Member]              
Weighted Average Grant Date Fair Value       $ 2,119,482      
Number of additional shares authorized for grant 1,500,000     123,397      
Two Thousand Twenty One Stock Incentive Plan [Member] | Common Class A [Member]              
Number of Shares Available for Grant           3,700,000 3,700,000
v3.23.3
EQUITY BASED COMPENSATION - Summary of Share-based Compensation Arrangements by Share-based Payment Award (Details) - Restricted Stock Units (RSUs) [Member]
 9 Months Ended
Sep. 30, 2023
$ / shares
shares
Outstanding/Unvested as of December 31, 2022 | shares 2,384,896
Granted | shares 725,604
Forfeited | shares (2,000)
Vested | shares (103,011)
Outstanding/Unvested as of September 30, 2023 | shares 3,005,489
Weighted Average Grant Date Fair Value | $ / shares $ 7.66
Weighted Average Grant Date Fair Value, Granted | $ / shares 6.61
Weighted Average Grant Date Fair Value, Forfeited | $ / shares 6.63
Weighted Average Grant Date Fair Value, Vested | $ / shares 6.19
Weighted Average Grant Date Fair Value | $ / shares $ 7.46
v3.23.3
INCOME TAXES - Additional Information (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Income Tax Expense (Benefit) $ 0 $ 0 $ 0 $ 0
Current Income Tax Expense (Benefit) $ 0 $ 0 $ 0 $ 0
Noncontrolling Interest [Member]        
Effective Income Tax Rate Reconciliation, Percent     44.00%  
Maximum [Member]        
Effective Income Tax Rate Reconciliation, Percent     25.00%  
v3.23.3
SUBSEQUENT EVENT - Additional Information (Details) - Subsequent Event [Member]
$ / shares in Units, $ in Millions
Oct. 17, 2023
USD ($)
$ / shares
shares
Proceeds from issuance, Initial Public Offering | $ $ 15.4
Class A common stock [Member]  
Stock issued during period, Shares 7,803,572
Share price | $ / shares $ 2.1
Stock issued during period shares period increase decrease 19,257,736
Over-Allotment Option [Member] | Class A common stock [Member]  
Stock issued during period, Shares 1,017,857
Real Good Food (NASDAQ:RGF)
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Real Good Food (NASDAQ:RGF)
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