SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Operations. General Tattooed Chef, Inc. was originally incorporated in Delaware on May 4, 2018 under the name of Forum Merger II Corporation (“Forum”), as a special purpose acquisition company for the purpose of effecting a merger, capital stock exchange, asset acquisitions, stock purchase, reorganization or similar business combination with one or more business. On October 15, 2020 (the “Closing Date”), Forum consummated the transactions contemplated within the Agreement and Plan of Merger dated June 11, 2020 as amended on August 10, 2020, (the “Merger Agreement”), by and among Forum, Myjojo, Inc., a Delaware corporation (“Myjojo (Delaware)”), Sprout Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Forum (“Merger Sub”), and Salvatore Galletti, in his capacity as the holder representative (the “Holder Representative”). The transactions contemplated by the Merger Agreement are referred to herein as the “Transaction”. Upon the consummation of the Transaction, Merger Sub merged with and into Myjojo (Delaware) (the “Merger”), with Myjojo (Delaware) surviving the merger in accordance with the Delaware General Corporation Law. Immediately upon the completion of the Transaction, Myjojo (Delaware) became a direct wholly owned subsidiary of Forum. In connection with the Closing of the Transaction (the “Closing”), Forum changed its name o Tattooed Chef, Inc. (“Tattooed Chef”). Tattooed Chef’s common stock began trading on the Nasdaq under the symbol “TTCF” on October 16, 2020 (see Note 3). Tattooed Chef, Inc. and its subsidiaries, (collectively, the “Company”) are principally engaged in the manufacturing of plant-based foods including, but not limited to, acai and smoothie bowls, zucchini spirals, riced cauliflower, vegetable bowls and cauliflower crust pizza primarily in the United States and Italy. About Myjojo and Subsidiaries Myjojo, Inc. was an S corporation formed under the laws of California (“Myjojo (California)”) on February 26, 2019 to facilitate a corporate reorganization of Ittella International Inc. On March 27, 2019, the sole stockholder of Ittella International, Inc. contributed all of his share ownership of Ittella International, Inc. to Myjojo (California) in exchange for 100% interest in the latter, becoming Myjojo (California)’s sole stockholder. Ittella International, Inc. was formed in California as a tax pass-through entity and subsequently converted on April 10, 2019 to a limited liability company, Ittella International, LLC (“Ittella International”). On April 15, 2019, UMB Capital Corporation (“UMB”), a financial institution acquired a 12.50% non-controlling interest in Ittella International (Notes 3 and 4). Ittella’s Chef, Inc. was incorporated under the laws of the State of California on July 20, 2017 as a qualified Subchapter S subsidiary and a wholly owned subsidiary of Ittella International. Ittella’s Chef, Inc. was formed as a tax passthrough entity for purposes of holding Ittella International’s 70% ownership interest in Ittella Italy, S.R.L. (“Ittella Italy”) (Note 3). On March 15, 2019, Ittella’s Chef, Inc. was converted to a limited liability company, Ittella’s Chef, LLC (“Ittella’s Chef”). On May 21, 2020, Myjojo (Delaware) was formed with Salvatore Galletti owning all of the shares of common stock. On May 27, 2020, Myjojo, Inc (California) merged into Myjojo, Inc., (Delaware) with Myjojo, Inc. (Delaware) issuing shares of common stock to the sole stockholder of Myjojo (California). As discussed in Note 3, in connection with the Transaction and as a condition to the closing (the “Closing”), Myjojo (Delaware) entered into a Contribution Agreement with the minority members of Ittella International and the minority shareholders of Ittella Italy. Under the Contribution Agreement, the minority holders contributed all of their equity interests in Ittella International to Myjojo (Delaware) and Ittella Italy to Ittella’s Chef in exchange for Myjojo (Delaware) stock (the “Restructuring”). The Restructuring was consummated prior to the Transaction. The shares of Myjojo (Delaware) were exchanged for shares of Forum’s common stock upon consummation of the Transaction. Basis of Consolidation. Basis of Presentation. The Transaction (Note 3) was accounted for as a reverse recapitalization in accordance with GAAP (the “Reverse Recapitalization”). Under this method, Forum was treated as the “acquired” company (“Accounting Acquiree”) and Myjojo (Delaware), the accounting acquirer, was assumed to have issued stock for the net assets of Forum, accompanied by a recapitalization. The net assets of Forum are stated at historical cost, with no goodwill or other intangible assets recorded. The consolidated assets, liabilities and results of operations prior to the reverse recapitalization are those of Myjojo (Delaware). The shares and corresponding capital amounts and earnings per share available for common stockholders, prior to the reverse recapitalization, have been retroactively restated. Revision of Previously Issued Financial Statements for Correction of Immaterial Errors. Revised Consolidated Statements of Income and Comprehensive Income (Loss) As Previously Reported Adjustment As Revised Three months ended March 31, 2019 Comprehensive income $ 1,696 - $ 1,696 Less: income (loss) attributable to the noncontrolling interest 4 177 181 Comprehensive income attributable to Tattooed Chef, Inc. stockholders $ 1,692 (177 ) $ 1,515 Three months ended June 30, 2019 Comprehensive income $ (132 ) - $ (132 ) Less: income (loss) attributable to the noncontrolling interest 1 3 4 Comprehensive (loss) attributable to Tattooed Chef, Inc. stockholders $ (133 ) (3 ) $ (136 ) Six months ended June 30, 2019 Comprehensive income $ 1,564 - $ 1,564 Less: income (loss) attributable to the noncontrolling interest 5 180 185 Comprehensive income attributable to Tattooed Chef, Inc. stockholders $ 1,559 (180 ) $ 1,379 Three months ended September 30, 2019 Comprehensive income $ 1,647 - $ 1,647 Less: income (loss) attributable to the noncontrolling interest (4 ) 352 348 Comprehensive income attributable to Tattooed Chef, Inc. stockholders $ 1,651 (352 ) $ 1,299 Nine months ended September 30, 2019 Comprehensive income $ 3,211 - $ 3,211 Less: income (loss) attributable to the noncontrolling interest 1 532 533 Comprehensive income attributable to Tattooed Chef, Inc. stockholders $ 3,210 (532 ) $ 2,678 Twelve months ended December 31, 2019 Comprehensive income $ 5,434 - $ 5,434 Less: income (loss) attributable to the noncontrolling interest 7 1,082 1,089 Comprehensive income attributable to Tattooed Chef, Inc. stockholders $ 5,427 (1,082 ) $ 4,345 Three months ended March 31, 2020 Comprehensive income $ 5,547 - $ 5,547 Less: income (loss) attributable to the noncontrolling interest (11 ) 1,022 1,011 Comprehensive income attributable to Tattooed Chef, Inc. stockholders $ 5,558 (1,000 ) $ 4,536 Three months ended June 30, 2020 Comprehensive income $ 1,990 - $ 1,990 Less: income (loss) attributable to the noncontrolling interest 45 339 384 Comprehensive income attributable to Tattooed Chef, Inc. stockholders $ 1,945 (339 ) $ 1,606 Six months ended June 30, 2020 Comprehensive income $ 7,537 - $ 7,537 Less: income (loss) attributable to the noncontrolling interest 34 1,361 1,395 Comprehensive income attributable to Tattooed Chef, Inc. stockholders $ 7,503 (1,361 ) $ 6,142 Three months ended September 30, 2020 Comprehensive income $ (3,844 ) - $ (3,844 ) Less: income (loss) attributable to the noncontrolling interest 57 (160 ) (103 ) Comprehensive (loss) attributable to Tattooed Chef, Inc. stockholders $ (3,901 ) 160 $ (3,741 ) Nine months ended September 30, 2020 Comprehensive income $ 3,693 - $ 3,693 Less: income (loss) attributable to the noncontrolling interest 91 1,201 1,292 Comprehensive income attributable to Tattooed Chef, Inc. stockholders $ 3,602 (1,201 ) $ 2,401 Immaterial reclasses were also made on the Company’s statement of cash flows to reflect the impact of exchange rate on cash for the year ended December 31, 2019. Reclassifications. Cash. Foreign Currency. The accompanying consolidated financial statements are expressed in United States dollars. Assets and liabilities of foreign operations are translated at period-end rates of exchange. Revenues, costs and expenses are translated at average rates of exchange prevailing during the period. Equity adjustments resulting from translating foreign currency financial statements are accumulated as a separate component of stockholders’ equity. The Company conducts business globally and is therefore exposed to adverse movements in foreign currency exchange rates, specifically the Euro to US dollar. To limit the exposure related to foreign currency changes, the Company entered into foreign currency exchange forward contracts starting in 2020. The Company does not enter into contracts for speculative purposes. In July 2020, the Company entered into a trading facility for derivative forward contracts. Under this facility, the Company has access to open foreign exchange forward contract instruments to purchase a specific amount of funds in Euros and to settle, on an agreed-upon future date, in a corresponding amount of funds in United States dollars. These derivatives are not designated as hedging instruments. Gains and losses on the contracts are included in other income net, and substantially offset foreign exchange gains and losses from the short-term effects of foreign currency fluctuations on assets and liabilities, such as inventory purchases, receivables and payables, of which are denominated in currencies other than the functional currency of the reporting entity. These derivative instruments generally have maturities of up to nine months. During the years ended December 31, 2020 and 2019, the Company entered into foreign currency exchange forward contracts to purchase 67.79 million Euros and 0 Euros, respectively. The notional amounts of these derivatives are $79.21 million and $0 for the years ended December 31, 2020 and 2019, respectively. Accounts Receivable. Inventory. Overhead costs are allocated to the units produced within the reporting period, while abnormal costs are charged to current operations as incurred. The Company monitors the remaining utility of its inventory and writes down inventory for excess or obsolescence as appropriate. Property, Plant and Equipment Long-Lived Assets. Fair Value of Financial Instruments. Level 1 - Inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company is able to access at the measurement date. Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, and can reference interest rates, yield curves, implied volatilities and credit spreads. Level 3 - Inputs are unobservable data points for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability. Revenue Recognition. Control generally transfers to the customer when the product is shipped or delivered to the customer based upon applicable shipping terms. Customer contracts generally do include more than one performance obligation and the performance obligations in the Company’s contracts are satisfied within one year. No payment terms beyond one year are granted at contract inception. The Company disaggregates revenue based on the type of products sold to its customers – private label, Tattooed Chef and other. The other revenue stream constitutes sale of similar food products directly to customers through a third-party vendor and the Company acts as a principal in these transactions. Most contracts also include some form of variable consideration. The most common forms of variable consideration include discounts and demonstration costs. Variable consideration is treated as a reduction in revenue when product revenue is recognized. Depending on the specific type of variable consideration, the Company uses either the expected value or most likely amount method 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 any recent changes in the market. The Company does not have significant unbilled receivable balances arising from transactions with customers. The Company does not capitalize contract inception costs, as contracts are one year or less and the Company does not incur significant fulfillment costs requiring capitalization. The Company’s deferred revenue balance is primarily compromised of customer arrangements with shipping terms as FOB destination that have been shipped but not yet received by the customer as of year-end. Deferred revenue was $1.71 million and $0 as of December 31, 2020 and 2019, respectively. The Company recognizes shipping and handling costs related to products transferred to the end customer as fulfillment cost and includes these costs in cost of goods sold upon delivery of the product to the customer. Shipping and handling costs related to transfers between the Company’s locations of operations are recognized as part of general and administrative expenses. Sales and Marketing Expenses. Interest Expense. Deferred Financing Costs. Stock-based Compensation. Compensation — Stock Compensation Under the provisions of ASC 505-50, Equity-Based Payments to Non-Employees Income Taxes. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must first be determined to be more likely to be sustained based solely on its technical merits, and if so, then measured to be the largest benefit that has a greater than 50% likelihood of being sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2020. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payment, accruals, or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. See Note 14 for more information on the Company’s accounting for income taxes. Accumulated Other Comprehensive Loss. Use of Estimates. Concentrations of Credit Risk. Customers accounting for more than 10% of the Company’s accounts receivable as of December 31, 2020 and 2019 were: Customer December 31, December 31, Customer A 24 % 13 % Customer B 10 % 11 % Customer C 53 % 57 % Segment Information. All of the Company’s products are sold from the United States to customers. Long-lived assets consist of net property, plant and equipment and other non-current assets. The geographic location of long-lived assets is as follows: Long Lived Assets (in thousands) December 31, December 31, Italy $ 9,113 $ 2,292 United States 6,970 5,946 Total $ 16,083 $ 8,238 COVID-19 Pandemic Despite partial remote working conditions, the Company’s business activities have continued to operate with minimal interruptions. As of the date of these financials, the Company’s operations are deemed “essential,” largely due to the Company’s business’s support of many important sectors of the economy, including food and beverage, and thus the Company’s facilities are all currently open and operating. The Company continues to monitor the situation. Management acknowledges the pandemic may adversely affect the Company’s suppliers and could impair its ability to obtain raw material inventory in the quantities or of a quality the Company desires. The Company currently sources most of its raw materials from Italy. Though the Company is not dependent on any single Italian grower for its supply of a certain crop, events (including the pandemic) generally affecting these growers could adversely affect the Company’s business. If the Company is unable to manage its supply chain effectively and ensure that its products are available to meet consumer demand, operating costs could increase, and sales and profit margins could decrease. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was enacted. The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferment of employer side social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations, increased limitations on qualified charitable contributions and technical corrections to tax depreciation methods for qualified improvement property. It also appropriated funds for the SBA Paycheck Protection Programs that are forgivable in certain situations to promote continued employment, as well as Economic Injury Disaster Loans to provide liquidity to small businesses harmed by COVID-19. The Company has elected not to apply for a Paycheck Protection Program loan. As of December 31, 2020, the Company has analyzed the provisions of the CARES Act and determined it did not have a material impact on the Company’s financial condition, results of operations or cash flows. The extent to which this pandemic will adversely impact the Company’s future business, financial condition and results of operations is dependent upon various factors, many of which are highly uncertain and outside the control of the Company. As discussed in Note 3, the Company has available funding from the Transaction to repay some of its debts and further support the Company’s operations. Earnings per share. For the years ended December 31, 2020 and 2019, basic and diluted net income per share have been retroactively adjusted to reflect the Reverse Recapitalization of the Company described in Note 1. Warrants. The Company assesses whether warrants issued require accounting as derivatives. The Company determined that the warrants were (1) indexed to the Company’s own stock and (2) classified in stockholders’ equity in accordance with Financial Accounting Standards Board (“FASB”) ASC Topic 815, Derivatives and Hedging |