Real Good Food (RGFC) 10-Q 15 May 23 2023 Q1 Quarterly report Financial data

Cover

Cover - shares	3 Months Ended
	Mar. 31, 2023	May 08, 2023
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Amendment Flag	false
Document Period End Date	Mar. 31, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q1
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, $0.0001 par 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		7,192,951
Class B common stock [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		18,677,681

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Current assets:
Cash	$ 550	$ 5,279
Accounts receivable, net	19,906	20,316
Inventories	45,360	39,479
Other current assets	1,278	1,026
Total current assets	67,094	66,100
Property and equipment, net	37,590	38,497
Operating lease right-of-use assets	10,522	10,881
Deferred loan cost	887	970
Goodwill	12,486	12,486
Restricted Cash	2,326	2,318
Other noncurrent assets	187	187
Total assets	131,092	131,439
Current liabilities:
Accounts payable	22,906	23,424
Operating lease liabilities	1,504	1,455
Finance lease liabilities	3,229	3,310
Business acquisition liabilities, current portion	0	946
Accrued and other current liabilities	2,472	3,719
Current portion of long-term debt	479	370
Total current liabilities	30,590	33,224
Revolving line of credit/capex line	59,768	59,481
Long-term operating lease liabilities	9,632	10,030
Long-term finance lease liabilities	23,269	24,099
Term Loan	20,000	10,000
Equipment loan	7,645	0
Long-term Business acquisition liabilities	0	2,405
Other long term liabilities	191	302
Total Liabilities	151,095	139,541
Commitments and contingencies (Note 11)
Stockholders' Deficit/Equity:
Preferred Stock, Value, Issued	0	0
Additional Paid in Capital	58,049	56,273
Accumulated deficit	(24,819)	(21,126)
Total stockholders' equity attributable to The Real Good Food Company, Inc.	33,233	35,150
Non-controlling interest	(53,236)	(43,252)
Total stockholders' deficit	(20,003)	(8,102)
Total liabilities and stockholders' equity	131,092	131,439
Common Class A [Member]
Stockholders' Deficit/Equity:
Common Stock, Value, Issued	1	1
Common Class B [Member]
Stockholders' Deficit/Equity:
Common Stock, Value, Issued	$ 2	$ 2

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 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	7,187,951	6,424,840
Common Stock, Shares, Outstanding	7,187,951	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	18,677,681	19,377,681
Common Stock, Shares, Outstanding	18,677,681	19,377,681

Consolidated Statements of Oper

Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Income Statement [Abstract]
Net sales	$ 29,798	$ 37,576
Cost of sales	24,810	33,329
Gross profit	4,988	4,247
Operating expenses:
Selling and distribution	5,424	5,327
Marketing	1,634	1,786
Administrative	8,673	5,801
Total operating expenses	15,731	12,914
Loss from operations	(10,743)	(8,667)
Interest expense	3,282	890
Other income	(348)	0
Loss before income taxes	(13,677)	(9,557)
Income tax expense	0	0
Net Loss	(13,677)	(9,557)
Less: net loss attributable to non-controlling interest	(9,984)	(7,263)
Net loss attributable to The Real Good Food Company, Inc.	$ (3,693)	$ (2,294)
Earnings per share, basic	$ (0.53)	$ (0.37)
Earnings per share, diluted	$ (0.53)	$ (0.37)
Weighted Average Number of Shares Outstanding, Basic	6,992,101	6,169,885
Weighted Average Number of Shares Outstanding, Diluted	6,992,101	6,169,885

Consolidated Statements of Stoc

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)
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			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)
[1]Net of $0.2 million for shares surrendered and cancelled in connection with income taxes related to equity compensation.

Consolidated Statements of St_2

Consolidated Statements of Stockholders' Equity/Deficit (Parenthetical) $ in Millions	3 Months Ended
	Mar. 31, 2023 USD ($)
Share based compensation by share based award witheld for taxation purpose value	$ 0.2

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Cash flows from operating activities:
Net Loss	$ (13,677)	$ (9,557)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	1,591	400
Amortization of loan costs	83	50
Non-Cash interest and debt fees	1,940	297
Equity Compensation expense	1,943	1,699
Changes in operating assets and liabilities:
Accounts receivable	410	2,053
Inventories	(5,881)	(3,887)
Other assets	(264)	1,794
Accounts payable, accrued expenses and lease liabilities	(2,088)	962
Net cash used in operating activities	(15,943)	(6,189)
Cash flows from investing activities:
Purchase of property and equipment	(537)	(3,647)
Net cash used in investing activities	(537)	(3,647)
Cash flows from financing activities:
Proceeds from line of credit borrowings	23,000	1,850
Payments on line of credit borrowings	(10,210)	0
Payments on acquisition related Contingent consideration	0	(7,125)
Payments on acquisition related term loan	(99)	(202)
Payments on finance lease liabilities	(932)	(59)
Net cash provided by (used in) financing activities	11,759	(5,536)
Net decrease in cash and restricted cash	(4,721)	(15,372)
Beginning cash and restricted cash	7,597	29,745
Ending cash and restricted cash	2,876	14,373
Supplemental disclosures of cash flow information:
Cash paid for interest	1,631	640
Supplemental disclosures of noncash investing and financing activities:
Purchase of property and equipment in lease line of credit	0	7,384
Purchase of property and equipment in AP and accrued liabilities	$ 343	$ 2,048

ORGANIZATION AND DESCRIPTION OF

ORGANIZATION AND DESCRIPTION OF BUSINESS	3 Months Ended
	Mar. 31, 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 d 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, includes direct-to-consumer sales

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND NEW ACCOUNTING STANDARDS	3 Months Ended
	Mar. 31, 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 months ended March 31, 2023 and 2022, is presented on the same basis as the financial statements included in the Company’s Annual Report on Form 10-K 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 months ended March 31, 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 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 March 31, 2023, the Company had an accumulated deficit of $24.8 million and a working capital surplus of $37.0 million. For the three months ended March 31, 2023, the Company had a net loss of $3.7 million (after taking into effect the loss of $10.0 related to the non-controlling interest) 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, 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, and cash on hand as of March 31, 2023, the Company believes it has sufficient cash to fund operations for 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 March 31, 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 March 31, 2023, the Company had approximately $2.3 million of restricted cash, all of which was classified as noncurrent. The entirety of the $2.3 million of restricted cash relates to a letter of credit opened in connection with the Company’s new manufacturing facility in Bolingbrook, IL. Amounts will be released for the Company’s use proportionately over a three-year period beginning in 2024. The below table reconciles cash and restricted cash to amounts shown in the Consolidated Statements of Cash Flows: MARCH 31, MARCH 31, (In thousands) 2023 2022 Cash $ 550 $ 12,063 Restricted cash 2,326 2,310 Total cash reported in statements of cash flows $ 2,876 $ 14,373 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 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. labor, freight-in for 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”) 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, any non-lease components 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 three months ended March 31, 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, 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 March 31, 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 March 31, 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 $1.6 million and $1.0 million during the three months ended March 31, 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 $3.0 million and $4.3 million during the three months ended March 31, 2023 and 2022, respectively. Marketing Expenses Marketing costs are expensed as incurred. The Company incurred $1.6 million and $1.8 million during the three months ended March 31, 2023 and 2022, respectively. Marketing costs are recorded in Operating expenses in the Company’s 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 March 31, 2023 and 2022, the Company incurred $3.1 million and $0.2 million of research and development expenses, 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 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. 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, The Up-C structure Given the foregoing, the Company is subject to income tax on operating results limited to its controlling interest in RGF of 27%. 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 March 31, 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 months ended March 31, 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 NEW ACCOUNTING STANDARDS During September 2022 the FASB issued ASU No. 2022-04, 405-50). During March 2022 the FASB issued ASU No. 2022-02, Financial No. 2016-03, to 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

REVENUE RECOGNITION

REVENUE RECOGNITION	3 Months Ended
	Mar. 31, 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 2023 2022 (in ‘000s) Entrees $ 27,327 $ 33,245 Breakfast 2,299 2,907 Pizza and Snacks 172 1,424 Total Net Sales $ 29,798 $ 37,576 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 March 31, 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 March 31, 2023 and December 31, 2022, there were no contract assets or liabilities recognized.

INVENTORIES

INVENTORIES	3 Months Ended
	Mar. 31, 2023
Inventory Disclosure [Abstract]
INVENTORIES	NOTE 4. INVENTORIES Inventories as of March 31, 2023 and December 31, 2022, consisted of the following: As of March 31, December 31, (in thousands) 2023 2022 Ingredients and supplies $ 18,100 $ 16,753 Finished Goods 27,260 22,726 Total inventories $ 45,360 $ 39,479

PROPERTY AND EQUIPMENT

PROPERTY AND EQUIPMENT	3 Months Ended
	Mar. 31, 2023
Property, Plant and Equipment [Abstract]
PROPERTY AND EQUIPMENT	NOTE 5. PROPERTY AND EQUIPMENT Property and equipment as of March 31, 2023 and December 31, 2022 consisted of the following: As of (In thousands) March 31, 2023 December 31, 2022 Computer equipment $ 122 $ 122 Vehicles 164 164 Machinery and equipment 43,468 43,193 Leasehold improvements and office equipment 751 751 Total property and equipment $ 44,505 $ 44,230 Less: accumulated depreciation (7,377 ) (5,793 ) Subtotal 37,128 38,437 Construction in progress 462 60 Property and equipment, net $ 37,590 $ 38,497 Depreciation and amortization expense was $1.6 million and $0.4 million for the three months ended March 31, 2023 and 2022, respectively.

LEASES

LEASES	3 Months Ended
	Mar. 31, 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 March 31, 2023, the weighted-average discount rate of the Company’s operating and finance leases was 7.0% and 8.1%, respectively. As of March 31, 2022, the weighted- average discount rate of the Company’s operating and finance leases was 9.0% and 12%, respectively. The components of lease expense were as follows: Three Months Ended March 31, 2023 2022 (in ‘000s) Operating lease costs $ 603 $ 592 Finance lease costs: Amortization of ROU assets 1,079 68 Interest on lease liabilities 569 10 Short-term lease costs 117 146 Total lease costs $ 2,368 $ 816 Supplemental balance sheet information related to leases is as follows: As of March 31, As of December 31, 2023 2022 Assets Balance Sheet Location Operating lease right-of-use Operating lease right-of-use $ 10,522 $ 10,881 Finance lease right-of-use Property and equipment, net 26,597 27,392 Total lease assets $ 37,119 $ 38,273 Liabilities Current: Operating lease liabilities Operating lease liabilities $ 1,504 $ 1,455 Finance lease liabilities Finance lease liabilities 3,229 3,310 Noncurrent: Operating lease liabilities Long term Operating lease liabilities 9,632 10,030 Finance lease liabilities Long term Finance lease liabilities 23,269 24,099 Total lease liabilities $ 37,634 $ 38,894 Three Months Ended March 31, Supplemental Cash Flow Information: Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 592 $ 219 Operating cash flows from finance leases $ 569 $ 10 Financing cash flows from finance leases $ 932 $ 59 The maturities of the Company’s operating and finance lease liabilities as of March 31, 2023 were as follows: (in Thousands) Operating Leases Finance Leases Remainder of 2023 $ 1,789 $ 3,977 2024 2,443 5,290 2025 2,470 5,290 2026 2,291 5,290 2027 2,176 5,290 Thereafter 2,985 9,107 Total future lease payments 14,154 34,244 Less: Interest (3,018 ) (7,746 ) Present value of lease obligations $ 11,136 $ 26,498 As of March 31, 2023, the weighted-average remaining term of our operating and finance leases were approximately 5.85 years and 6.05 years, respectively.

DEBT

DEBT	3 Months Ended
	Mar. 31, 2023
Debt Disclosure [Abstract]
DEBT	NOTE 7. DEBT Long-term debt consisted of the following as of March 31, 2023 and December 31, 2022: March 31, December 31, Maturity Date Interest Rate 2023 2022 PMC Revolver November 2025 Prime rate plus 4.25% $ 59,768 $ 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 87,893 69,851 Less: Current maturities of long-term debt 479 370 Long-term debt $ 87,414 $ 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 February 28, 2023, the Credit Facility, as amended, provided the Company with a $75.0 million line of credit repayable on November 30, 2025 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, The amortization expense related to these deferred loan costs was $0.1 million and $0.1 million for the three months ended March 31, 2023 and 2022, respectively. The weighted average interest rates for the Company’s debt, by loan type, applicable for the three months ended March 31, 2023, is as follows: PMC Revolver 12.28 % PMC Equipment loan 13.85 % PMC Term loan 15.60 % Contractual future payments for all borrowings as of March 31, 2023 are as follows (in thousands): Remainder of 2023 $ 1,508 2024 4,299 2025 64,785 2026 5,841 2027 6,801 Thereafter 4,659 Total payments outstanding $ 87,893

EQUITY

EQUITY	3 Months Ended
	Mar. 31, 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

LOSS PER SHARE

LOSS PER SHARE	3 Months Ended
	Mar. 31, 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 MARCH 31, 2023 2022 Numerator: Net Loss $ (3,693 ) $ (2,294 ) Denominator: Weighted-average shares outstanding 6,992,101 6,169,885 Loss per common share $ (0.53 ) $ (0.37 ) As of March 31, 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.

RELATED-PARTY TRANSACTIONS

RELATED-PARTY TRANSACTIONS	3 Months Ended
	Mar. 31, 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 During the three months ended March 31, 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 months ended March 31, 2023 totaled to approximately $

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	3 Months Ended
	Mar. 31, 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 March 31, 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 March 31, 2023 and December 31, 2022, the Company’s management has concluded that it was not necessary to accrue amounts related to any pending litigation.

RISKS OF UNCERTAINTIES AND CONC

RISKS OF UNCERTAINTIES AND CONCENTRATION OF CREDIT RISK	3 Months Ended
	Mar. 31, 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 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 March 31, 2023, the Company had three customers which each individually comprised greater than 10% of net sales. These customers represented 43%, 17% and 15% of net sales, respectively, during the three months ended March 31, 2023. During the three months ended March 31, 2022, the Company had two customers which each individually comprised greater than 10% of net sales. These customers represented 59% and 17% of net sales, respectively, during the three months ended March 31, 2022. No other customer accounted for more than 10% of net sales during the periods presented. Concentration of Credit Risk Accounts receivable potentially subject the Company to concentrations of credit risk. As of March 31, 2023, four customers accounted for a total of 74% of the Company’s accounts receivable balance, or 33%, 17%,14% and 11%, 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.

EQUITY BASED COMPENSATION

EQUITY BASED COMPENSATION	3 Months Ended
	Mar. 31, 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. During 2023, 123,397 additional shares were authorized to be granted under the Plan pursuant to an evergreen provision. 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 March 31, 2023, there were Restricted Stock Units Issued to Officers and Employees The following table details the activity related to equity grants during the three months ended March 31, 2023: Restricted Weighted Outstanding/Unvested at December 31, 2022 2,384,896 7.66 Granted 725,604 6.61 Forfeited — — Vested (88,011 ) 6.26 Outstanding/Unvested at March 31, 2023 3,022,489 7.45 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 one-third 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 period ended March 2023 and 2022, the Company recorded expense related to outstanding RSU grants of approximately $1.9 million and $1.7 million, respectively. Income tax benefits related to the vesting of RSUs during the three months ended March 31, 2023 were de minimus. There were no benefits related to income taxes during the three months ended March 31, 2022. Unrecognized compensation expense as of March 31, 2023, was $14.5 million, to be recognized over a weighted average period of approximately 1.9 years.

INCOME TAXES

INCOME TAXES	3 Months Ended
	Mar. 31, 2023
Income Tax Disclosure [Abstract]
INCOME TAXES	NOTE 14. INCOME TAXES During the three months ended March 31, 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 three 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 27% 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 ended 31, 2023

NON-CONTROLLING INTEREST

NON-CONTROLLING INTEREST	3 Months Ended
	Mar. 31, 2023
Noncontrolling Interest [Abstract]
NON-CONTROLLING INTEREST	NOTE 15. NON-CONTROLLING 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 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.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	3 Months Ended
	Mar. 31, 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. The Company identified no subsequent events as of the date that the financial statements were issued.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND NEW ACCOUNTING STANDARDS (Policies)	3 Months Ended
	Mar. 31, 2023
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The unaudited consolidated financial information for the three months ended March 31, 2023 and 2022, is presented on the same basis as the financial statements included in the Company’s Annual Report on Form 10-K 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 months ended March 31, 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 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 March 31, 2023, the Company had an accumulated deficit of $24.8 million and a working capital surplus of $37.0 million. For the three months ended March 31, 2023, the Company had a net loss of $3.7 million (after taking into effect the loss of $10.0 related to the non-controlling interest) 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, 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, and cash on hand as of March 31, 2023, the Company believes it has sufficient cash to fund operations for 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 March 31, 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 March 31, 2023, the Company had approximately $2.3 million of restricted cash, all of which was classified as noncurrent. The entirety of the $2.3 million of restricted cash relates to a letter of credit opened in connection with the Company’s new manufacturing facility in Bolingbrook, IL. Amounts will be released for the Company’s use proportionately over a three-year period beginning in 2024. The below table reconciles cash and restricted cash to amounts shown in the Consolidated Statements of Cash Flows: MARCH 31, MARCH 31, (In thousands) 2023 2022 Cash $ 550 $ 12,063 Restricted cash 2,326 2,310 Total cash reported in statements of cash flows $ 2,876 $ 14,373
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
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. labor, freight-in for
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”) 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, any non-lease components 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 three months ended March 31, 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, 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 March 31, 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 March 31, 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 $1.6 million and $1.0 million during the three months ended March 31, 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 $3.0 million and $4.3 million during the three months ended March 31, 2023 and 2022, respectively.
Marketing Expenses	Marketing Expenses Marketing costs are expensed as incurred. The Company incurred $1.6 million and $1.8 million during the three months ended March 31, 2023 and 2022, respectively. Marketing costs are recorded in Operating expenses in the Company’s 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 March 31, 2023 and 2022, the Company incurred $3.1 million and $0.2 million of research and development expenses, 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 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.
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, The Up-C structure Given the foregoing, the Company is subject to income tax on operating results limited to its controlling interest in RGF of 27%. 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 March 31, 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 months ended March 31, 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
New Accounting Standards	NEW ACCOUNTING STANDARDS During September 2022 the FASB issued ASU No. 2022-04, 405-50). During March 2022 the FASB issued ASU No. 2022-02, Financial No. 2016-03, to 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

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND NEW ACCOUNTING STANDARDS (Tables)	3 Months Ended
	Mar. 31, 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: MARCH 31, MARCH 31, (In thousands) 2023 2022 Cash $ 550 $ 12,063 Restricted cash 2,326 2,310 Total cash reported in statements of cash flows $ 2,876 $ 14,373
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

REVENUE RECOGNITION (Tables)

REVENUE RECOGNITION (Tables)	3 Months Ended
	Mar. 31, 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 2023 2022 (in ‘000s) Entrees $ 27,327 $ 33,245 Breakfast 2,299 2,907 Pizza and Snacks 172 1,424 Total Net Sales $ 29,798 $ 37,576

INVENTORIES (Tables)

INVENTORIES (Tables)	3 Months Ended
	Mar. 31, 2023
Inventory Disclosure [Abstract]
Schedule Of Inventories	Inventories as of March 31, 2023 and December 31, 2022, consisted of the following: As of March 31, December 31, (in thousands) 2023 2022 Ingredients and supplies $ 18,100 $ 16,753 Finished Goods 27,260 22,726 Total inventories $ 45,360 $ 39,479

PROPERTY AND EQUIPMENT (Tables)

PROPERTY AND EQUIPMENT (Tables)	3 Months Ended
	Mar. 31, 2023
Property, Plant and Equipment [Abstract]
Summary Of Property Plant And Equipment	Property and equipment as of March 31, 2023 and December 31, 2022 consisted of the following: As of (In thousands) March 31, 2023 December 31, 2022 Computer equipment $ 122 $ 122 Vehicles 164 164 Machinery and equipment 43,468 43,193 Leasehold improvements and office equipment 751 751 Total property and equipment $ 44,505 $ 44,230 Less: accumulated depreciation (7,377 ) (5,793 ) Subtotal 37,128 38,437 Construction in progress 462 60 Property and equipment, net $ 37,590 $ 38,497

LEASES (Tables)

LEASES (Tables)	3 Months Ended
	Mar. 31, 2023
Leases [Abstract]
Summary of Lease Cost	The components of lease expense were as follows: Three Months Ended March 31, 2023 2022 (in ‘000s) Operating lease costs $ 603 $ 592 Finance lease costs: Amortization of ROU assets 1,079 68 Interest on lease liabilities 569 10 Short-term lease costs 117 146 Total lease costs $ 2,368 $ 816
Schedule of Lease liabilities	Supplemental balance sheet information related to leases is as follows: As of March 31, As of December 31, 2023 2022 Assets Balance Sheet Location Operating lease right-of-use Operating lease right-of-use $ 10,522 $ 10,881 Finance lease right-of-use Property and equipment, net 26,597 27,392 Total lease assets $ 37,119 $ 38,273 Liabilities Current: Operating lease liabilities Operating lease liabilities $ 1,504 $ 1,455 Finance lease liabilities Finance lease liabilities 3,229 3,310 Noncurrent: Operating lease liabilities Long term Operating lease liabilities 9,632 10,030 Finance lease liabilities Long term Finance lease liabilities 23,269 24,099 Total lease liabilities $ 37,634 $ 38,894
Schedule of cash flow information related to leases	Three Months Ended March 31, Supplemental Cash Flow Information: Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 592 $ 219 Operating cash flows from finance leases $ 569 $ 10 Financing cash flows from finance leases $ 932 $ 59
Schedule of Operating And Finance Lease Liabilities Payments Due	The maturities of the Company’s operating and finance lease liabilities as of March 31, 2023 were as follows: (in Thousands) Operating Leases Finance Leases Remainder of 2023 $ 1,789 $ 3,977 2024 2,443 5,290 2025 2,470 5,290 2026 2,291 5,290 2027 2,176 5,290 Thereafter 2,985 9,107 Total future lease payments 14,154 34,244 Less: Interest (3,018 ) (7,746 ) Present value of lease obligations $ 11,136 $ 26,498

DEBT (Tables)

DEBT (Tables)	3 Months Ended
	Mar. 31, 2023
Debt Disclosure [Abstract]
Summary of long-term debt	Long-term debt consisted of the following as of March 31, 2023 and December 31, 2022: March 31, December 31, Maturity Date Interest Rate 2023 2022 PMC Revolver November 2025 Prime rate plus 4.25% $ 59,768 $ 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 87,893 69,851 Less: Current maturities of long-term debt 479 370 Long-term debt $ 87,414 $ 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 three months ended March 31, 2023, is as follows: PMC Revolver 12.28 % 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 March 31, 2023 are as follows (in thousands): Remainder of 2023 $ 1,508 2024 4,299 2025 64,785 2026 5,841 2027 6,801 Thereafter 4,659 Total payments outstanding $ 87,893

LOSS PER SHARE (Tables)

LOSS PER SHARE (Tables)	3 Months Ended
	Mar. 31, 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 MARCH 31, 2023 2022 Numerator: Net Loss $ (3,693 ) $ (2,294 ) Denominator: Weighted-average shares outstanding 6,992,101 6,169,885 Loss per common share $ (0.53 ) $ (0.37 )

EQUITY BASED COMPENSATION (Tabl

EQUITY BASED COMPENSATION (Tables)	3 Months Ended
	Mar. 31, 2023
Share-based Payment Arrangement [Abstract]
Disclosure of Share-Based Compensation Arrangements by Share-Based Payment Award [Table Text Block]	The following table details the activity related to equity grants during the three months ended March 31, 2023: Restricted Weighted Outstanding/Unvested at December 31, 2022 2,384,896 7.66 Granted 725,604 6.61 Forfeited — — Vested (88,011 ) 6.26 Outstanding/Unvested at March 31, 2023 3,022,489 7.45

ORGANIZATION AND DESCRIPTION _2

ORGANIZATION AND DESCRIPTION OF BUSINESS - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions	Nov. 09, 2021	Mar. 31, 2023
Real Good Food Company, Inc [Member]
Equity Method Investment, Ownership Percentage		20%
IPO [Member] | Post IPO Entity Ownership [Member]
Noncontrolling Interest, Ownership Percentage by Parent	76%	73%
IPO [Member] | Common Stock [Member] | Real Good Food Company, Inc [Member]
Equity Method Investment, Ownership Percentage	24%
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 Class B [Member]
Common Stock Voting Rights	one-to-one

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND NEW ACCOUNTING STANDARDS - Additional Information (Details) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Cash equivalents	$ 0		$ 0
Inventory written down	0	$ 0
Contract assets	0		0
Marketing expense	1,634,000	1,786,000
Research and development expense	3,100,000	200,000
Goodwill impairment	0	0
Restricted cash	2,326,000	2,310,000	2,318,000
Restricted Cash, Noncurrent	2,300,000
Retained Earnings (Accumulated Deficit)	(24,819,000)		$ (21,126,000)
Working Capital Surplus (Deficit)	37,000,000
Net Income (Loss) Attributable to Parent	(13,677,000)	(9,534,000)
Net Cash Provided by (Used in) Operating Activities	(15,943,000)	(6,189,000)
Net income loss attributable to non controlling interest	(9,984,000)	(7,263,000)
Accumulated Deficit [Member]
Net Income (Loss) Attributable to Parent	$ (3,693,000)	(2,294,000)
IPO [Member]
Effective Income Tax Rate Reconciliation, Percent	27%
Shipping and Handling [Member]
Selling and distribution expense	$ 3,000,000	4,300,000
Freight Costs [Member]
Freight Costs	$ 1,600,000	$ 1,000,000

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND NEW ACCOUNTING STANDARDS - Schedule Of Cash And Restricted Cash To Amounts (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022	Mar. 31, 2022	Dec. 31, 2021
Cash and Cash Equivalents [Abstract]
Cash	$ 550	$ 5,279	$ 12,063
Restricted cash	2,326	2,318	2,310
Total cash reported in statements of cash flows	$ 2,876	$ 7,597	$ 14,373	$ 29,745

SUMMARY OF SIGNIFICANT ACCOUN_6

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND NEW ACCOUNTING STANDARDS (Details)	3 Months Ended
	Mar. 31, 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

REVENUE RECOGNITION - Schedule

REVENUE RECOGNITION - Schedule Of Disaggregation Of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Disaggregation of Revenue [Line Items]
Revenue from contract with customer	$ 29,798	$ 37,576
Entrees [Member]
Disaggregation of Revenue [Line Items]
Revenue from contract with customer	27,327	33,245
Breakfast [Member]
Disaggregation of Revenue [Line Items]
Revenue from contract with customer	2,299	2,907
Pizza And Snacks [Member]
Disaggregation of Revenue [Line Items]
Revenue from contract with customer	$ 172	$ 1,424

REVENUE RECOGNITION - Additiona

REVENUE RECOGNITION - Additional Information (Details) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Revenue from Contract with Customer [Abstract]
Contract assets	$ 0	$ 0
Contract liabilities	$ 0	$ 0

INVENTORIES - Summary Of Invent

INVENTORIES - Summary Of Inventories (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Inventory Disclosure [Abstract]
Ingredients and supplies	$ 18,100	$ 16,753
Finished Goods	27,260	22,726
Total inventories	$ 45,360	$ 39,479

PROPERTY AND EQUIPMENT - Summar

PROPERTY AND EQUIPMENT - Summary Of Property Plant And Equipment (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	$ 44,505	$ 44,230
Less: accumulated depreciation	(7,377)	(5,793)
Subtotal	37,128	38,437
Construction in progress	462	60
Property and equipment, net	37,590	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	43,468	43,193
Leasehold Improvements And Office Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	$ 751	$ 751

PROPERTY AND EQUIPMENT - Summ_2

PROPERTY AND EQUIPMENT - Summary Of Property Plant And Equipment (Parenthetical) (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Property, Plant and Equipment [Abstract]
Depreciation Expense	$ 1.6	$ 0.4

LEASES - Summary of Lease Cost

LEASES - Summary of Lease Cost (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Lease, Cost [Abstract]
Operating lease costs	$ 603	$ 592
Finance lease costs:
Amortization of ROU assets	1,079	68
Interest on lease liabilities	569	10
Short-term lease costs	117	146
Total lease costs	$ 2,368	$ 816

LEASES - Schedule of Lease liab

LEASES - Schedule of Lease liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
ASSETS
Operating lease right-of-use assets	$ 10,522	$ 10,881
Property and equipment, net	26,597	27,392
Total lease assets	$ 37,119	$ 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	$ 1,504	$ 1,455
Finance lease liabilities	3,229	3,310
Noncurrent :
Long term Operating lease liabilities	9,632	10,030
Long term Finance lease liabilities	23,269	24,099
Total lease liabilities	$ 37,634	$ 38,894

LEASES - Schedule of Cash Flow

LEASES - Schedule of Cash Flow information Related to Leases (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$ 592	$ 219
Operating cash flows from finance leases	569	10
Financing cash flows from finance leases	$ 932	$ 59

LEASES - Additional Information

LEASES - Additional Information (Details)	Mar. 31, 2023	Mar. 31, 2022
Property, Plant and Equipment [Abstract]
Operating leases	7%	9%
Finance leases	8.10%	12%
Operating Lease, Weighted Average Remaining Lease Term	5 years 10 months 6 days
Finance Lease, Weighted Average Remaining Lease Term	6 years 18 days

LEASES - Schedule of Operating

LEASES - Schedule of Operating And Finance Lease Liabilities Payments Due (Details) $ in Thousands	Mar. 31, 2023 USD ($)
Operating Leases
Remainder of 2023	$ 1,789
2024	2,443
2025	2,470
2026	2,291
2027	2,176
Thereafter	2,985
Total future lease payments	14,154
Less: Interest	(3,018)
Present value of lease obligations	11,136
Finance Leases
Remainder of 2023	3,977
2024	5,290
2025	5,290
2026	5,290
2027	5,290
Thereafter	9,107
Total future lease payments	34,244
Less: Interest	(7,746)
Present value of lease obligations	$ 26,498

DEBT - Summary of Long-Term Deb

DEBT - Summary of Long-Term Debt (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Debt instrument carrying amount	$ 87,893	$ 69,851
Less: Current maturities of long-term debt	479	370
Long-term debt	87,414	69,481
Revolving Credit Facility [Member] | November 2025 [Member]
Debt Instrument [Line Items]
Long-term line of credit	59,768	55,181
Capital Expenditure Line Of Credit [Member] | November 2025 [Member]
Debt Instrument [Line Items]
Long-term line of credit	0	4,670
PMC Equipment Loan [Member] | August Two Thousand and Twenty Eight [Member]
Debt Instrument [Line Items]
Long-term line of credit	8,125	0
PMC Term Loan [Member] | August Two Thousand and Twenty Eight [Member]
Debt Instrument [Line Items]
Long-term line of credit	$ 20,000	$ 10,000

DEBT - Summary of Long-Term D_2

DEBT - Summary of Long-Term Debt (Parenthetical) (Details) - Prime Rate [Member]	3 Months Ended
	Mar. 31, 2023
Revolving Credit Facility [Member] | March Two Thousand And Twenty Five [Member]
Debt Instrument [Line Items]
Debt instrument variable interest rate spread percentage	4.25%
Capital Expenditure Line Of Credit [Member] | March Two Thousand And Twenty Five [Member]
Debt Instrument [Line Items]
Debt instrument variable interest rate spread percentage	8.50%
PMC Term Loan [Member] | August Two Thousand and Twenty Eight [Member]
Debt Instrument [Line Items]
Debt instrument variable interest rate spread percentage	7.85%
PMC Equipment Loan [Member] | August Two Thousand and Twenty Eight [Member]
Debt Instrument [Line Items]
Debt instrument variable interest rate spread percentage	6.10%

DEBT - Additional Information (

DEBT - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021	Feb. 28, 2023
Debt Instrument [Line Items]
Line of credit maximum borrowing capacity	$ 8.1
Deferred loan cost	$ 0.9
Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Debt Instrument, Convertible, Carrying Amount of Equity Component					$ 10
Term Loan [Member]
Debt Instrument [Line Items]
Line of credit outstanding					20
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%
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					$ 75
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
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

DEBT - Summary of Weighted Aver

DEBT - Summary of Weighted Average Interest Rate Based on the Type of Loan (Details)	Mar. 31, 2023
Revolving Credit Facility [Member]
Disclosure Of Weighted Average Interest Rates Based On The Type Of Loan [Line Items]
Debt, weighted average interest rate	12.28%
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%

DEBT - Summary of Contractual F

DEBT - Summary of Contractual Future Payments for All Borrowings (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Debt Disclosure [Abstract]
Remainder of 2023	$ 1,508
2024	4,299
2025	64,785
2026	5,841
2027	6,801
Thereafter	4,659
Total payments outstanding	$ 87,893	$ 69,851

LOSS PER SHARE - Schedule of Ea

LOSS PER SHARE - Schedule of Earning Per Share Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Numerator:
Net loss	$ (3,693)	$ (2,294)
Denominator:
Weighted average number of shares outstanding, basic	6,992,101	6,169,885
Weighted average number of shares outstanding, diluted	6,992,101	6,169,885
Earnings per share, basic	$ (0.53)	$ (0.37)
Earnings per share, diluted	$ (0.53)	$ (0.37)

RELATED-PARTY TRANSACTIONS - Ad

RELATED-PARTY TRANSACTIONS - Additional Information (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($)
Real Good Food Company, Inc [Member]
Related Party Transaction [Line Items]
Company's membership interest rate	20%
Spouse Of The Companies Chief Financial Officer [Member] | Finance Related Consulting Services [Member]
Related Party Transaction [Line Items]
Related party transaction expenses	$ 68,000
Payment to related party for consultancy services	$ 73,000

COMMITMENTS AND CONTINGENCIES -

COMMITMENTS AND CONTINGENCIES - Additional Information (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($)
Loss Contingencies [Line Items]
Long-term purchase commitment, amount	$ 0

RISKS OF UNCERTAINTIES AND CO_2

RISKS OF UNCERTAINTIES AND CONCENTRATION OF CREDIT RISK - Additional Information (Details) - Customer Concentration Risk [Member]	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Revenue Benchmark [Member] | Major Customer One [Member]
Concentration Risk [Line Items]
Concentration risk percentage	43%	59%
Revenue Benchmark [Member] | Major Customer Two [Member]
Concentration Risk [Line Items]
Concentration risk percentage	17%	17%
Revenue Benchmark [Member] | Major Customer Three [Member]
Concentration Risk [Line Items]
Concentration risk percentage	15%
Revenue Benchmark [Member] | Minimum [Member] | Two Customers [Member]
Concentration Risk [Line Items]
Concentration risk percentage		10%
Revenue Benchmark [Member] | Minimum [Member] | Three Customers [Member]
Concentration Risk [Line Items]
Concentration risk percentage	10%
Revenue Benchmark [Member] | Minimum [Member] | No Other Customer [Member]
Concentration Risk [Line Items]
Concentration risk percentage	10%	10%
Accounts Receivable [Member] | Three Customers [Member]
Concentration Risk [Line Items]
Concentration risk percentage			69%
Accounts Receivable [Member] | No Other Customer [Member]
Concentration Risk [Line Items]
Concentration risk percentage	10%	10%
Accounts Receivable [Member] | Four Customers [Member]
Concentration Risk [Line Items]
Concentration risk percentage	74%
Accounts Receivable [Member] | Major Customer One [Member] | Three Customers [Member]
Concentration Risk [Line Items]
Concentration risk percentage			36%
Accounts Receivable [Member] | Major Customer One [Member] | Four Customers [Member]
Concentration Risk [Line Items]
Concentration risk percentage	33%
Accounts Receivable [Member] | Major Customer Two [Member] | Three Customers [Member]
Concentration Risk [Line Items]
Concentration risk percentage			24%
Accounts Receivable [Member] | Major Customer Two [Member] | Four Customers [Member]
Concentration Risk [Line Items]
Concentration risk percentage	17%
Accounts Receivable [Member] | Major Customer Three [Member] | Three Customers [Member]
Concentration Risk [Line Items]
Concentration risk percentage			9%
Accounts Receivable [Member] | Major Customer Three [Member] | Four Customers [Member]
Concentration Risk [Line Items]
Concentration risk percentage	14%
Accounts Receivable [Member] | Major Customer Four [Member] | Four Customers [Member]
Concentration Risk [Line Items]
Concentration risk percentage	11%

EQUITY BASED COMPENSATION - Add

EQUITY BASED COMPENSATION - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2021	Oct. 11, 2021
Restricted Stock Units (RSUs) [Member]
Compensation expense	$ 1.9	$ 1.7
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount	$ 14.5
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition	1 year 10 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%
Two Thousand Twenty One Stock Incentive Plan [Member]
Weighted Average Grant Date Fair Value	$ 617,482
Number of additional shares authorized for grant	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

EQUITY BASED COMPENSATION - Sum

EQUITY BASED COMPENSATION - Summary of Share-based Compensation Arrangements by Share-based Payment Award (Details) - Restricted Stock Units (RSUs) [Member]	3 Months Ended
	Mar. 31, 2023 $ / shares shares
Outstanding/Unvested as of December 31, 2022 | shares	2,384,896
Granted | shares	725,604
Forfeited | shares	0
Vested | shares	(88,011)
Outstanding/Unvested as of March 31, 2023 | shares	3,022,489
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	0
Weighted Average Grant Date Fair Value, Vested | $ / shares	6.26
Weighted Average Grant Date Fair Value | $ / shares	$ 7.45

INCOME TAXES - Additional Infor

INCOME TAXES - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Income Tax Expense (Benefit)	$ 0	$ 0
Current Income Tax Expense (Benefit)	$ 0	$ 0
Noncontrolling Interest [Member]
Effective Income Tax Rate Reconciliation, Percent	27%
Maximum [Member]
Effective Income Tax Rate Reconciliation, Percent	25%