REAL GOOD FOOD COMPANY, INC. Management’s Discussion and Analysis of Financial Condition and Results of Operations (form 10-Q)


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

Our future results could differ materially from our historical performance as a
result of various factors, such as those discussed in "Risk Factors" in Item 1A
of our Annual Report on Form 10-K for the fiscal year ended December 31, 2021
(the "Annual Report"), filed with the Securities and Exchange Commission on
March 30, 2022, and the section entitled "Forward-Looking Statements" within
this Quarterly Report.

Overview of Our Business

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

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

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

Trends and Other Factors Affecting Our Business and Industry


Our results are impacted by economic and consumer trends, as well as pressures
impacting food industry market dynamics, such as sourcing and supply chain
constraints. Changes in trends in consumer buying patterns may impact the
results of our operations. In recent years, there has been an increased focus on
healthy eating and on consuming natural, organic and specialty foods. These
trends have benefited the Company, as has the rise in
at-home consumption
as a result of the
COVID-19 pandemic
(the "Pandemic"). However, consumer spending may shift to the
food-away-from-home industry as the impacts of the Pandemic subsides. We believe
the trend
in in-home consumption
positively affected our sales, given the increase in demand of our retail
customers during 2021, which we expect to continue throughout 2022. However,
commodity cost challenges have persisted due to supply and recent supply chain
disruptions, and as such we are experiencing increases in costs for certain
ingredients in our products[, which has negatively impacted our gross profit
margin]. In addition, the effects of the avian flu have adversely impacted the
cost of chicken and eggs, and created challenges with regards to sourcing. We
expect these sourcing and supply chain challenges to continue throughout the
year, which will continue to negatively impact our cost of sales and gross
profit margin.

                                       25

————————————————– ——————————

Table of Contents


In addition to the above, we believe that changes in work patterns, such as work
being performed outside of the traditional office setting, will continue to
contribute to
in-home consumption.
The Pandemic also drove significant growth in e-commerce utilization by grocery
consumers, and we expect that trend to continue as well. However, should such
demand persist, we may face significant competition by new market entrants
within our industry.

Components of Our Results of Operations

net sales


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

gross profit


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

Operating Expense

Selling and Distribution Expense


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

Marketing Expense

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

Administrative Expense

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

Non-Controlling Interest


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

                                       26

————————————————– ——————————

Table of Contents

Segment Overview


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

Seasonality


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

Results of Operations – Comparison of the Three Months Ended June 30, 2022 and 2021

The following table details the results of our operations for the three months ended June 30, 2022 and 2021 (dollars in thousands):

                                            Three Months Ended June 30,
                                              2022                 2021          $ Change       % Change
Net sales                                $       30,809        $     18,685      $  12,124           64.9 %
Cost of sales                                    28,458              16,023         12,435           77.6 %

Gross profit                                      2,351               2,662           (311 )        (11.7 )%

Operating expenses
Selling and distribution                          4,909               3,049          1,860           61.0 %
Marketing                                         1,172                 755            417           55.2 %
Administrative                                    6,089               2,982          3,107          104.2 %

Total operating expenses                         12,170               6,786          5,384           79.3 %

Loss from operations                             (9,819 )            (4,124 )       (5,695 )        138.1 %
Interest expense                                  1,291               1,440           (149 )        (10.3 )%
Change in fair value of convertible
debt                                                 -                  370 

(370 ) (100.0 )%


Loss before income taxes                        (11,110 )            (5,934 )       (5,176 )         87.2 %
Income tax expense                                   -                   -              -              -  %

Net loss                                 $      (11,087 )      $     (5,934 )    $  (5,176 )         87.2 %
Less: net loss attributable to
non-controlling
interest                                         (8,449 )                -
Preferred return on Series A
preferred units                                      -                  146

Net loss attributable to The Real
Good Food Company, Inc.                  $       (2,661 )      $     (6,080 )




                                       27

————————————————– ——————————

Table of Contents

net sales


Net sales for the three months ended June 30, 2022 increased $12.1 million, or
64.9%, to $30.8 million compared to $18.7 million for the prior year period.
This increase was primarily due to strong growth in sales volumes of our core
products, driven by greater demand from our existing retail and club customers
and to a lesser extent new customers.

cost of sales


Cost of sales increased approximately $12.4 million, or 77.6%, to $28.5 million
during the three months ended June 30, 2022 compared to $16.0 million for the
prior year period. This increase was primarily due to an increase in the sales
volume of our products and raw material costs, as well as an increase in plant
manufacturing costs related to the start-up of our new manufacturing facility in
Bolingbrook, IL. The increase in raw material costs was primarily due to supply
chain pressures related to the impact of the pandemic. The increases in costs
were partially offset by the increase in sales of our self-manufactured
products, which yield a higher margin, as well as higher net price realization.

gross profit


Gross profit decreased $0.3 million to $2.4 million for the three months ended
June 30, 2022, compared to $2.7 million for the prior year period. This decrease
is primarily due to higher manufacturing costs and the impacts of higher raw
material costs.

Operating Expenses

Selling and Distribution Expense

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


                               Three Months
                              Ended June 30,
                            2022         2021         $ Change       % 

change

selling and distribution $4,909 $3,049 $1,860 61.0% Percentage of net sales 15.9% 16.3%

(0.4 )%



Selling and distribution expense increased $1.9 million, or 61.0%, for the three
months ended June 30, 2022, as compared to the prior year period. Selling and
distribution expense increased primarily due to an increase in selling expenses
related to the increase in sales, and, to a lesser extent, an increase in our
freight costs. Selling and distribution expense decreased as a percentage of net
sales due to gaining economies of scale with regards to our operations.

Marketing Expense

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

                             Three Months
                            Ended June 30,
                            2022        2021       $ Change       % Change
Marketing                 $  1,172      $ 755      $     417           55.2 %
Percentage of net sales        3.8 %      4.0 %                        (0.2 )%


Marketing expense increased $0.4 million, or 55.2%, during the three months
ended June 30, 2022, as compared to the prior year period. Marketing expense
increased primarily due to an increase in advertising and promotional costs we
incurred to increase household awareness of our brand as well as support our
sales growth. Marketing expense decreased as a percentage of sales primarily as
we decreased the intensity of the aforementioned efforts during the three months
ended June 30, 2022.

                                       28

————————————————– ——————————

Table of Contents

Administrative Expense

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

                              Three Months
                             Ended June 30,
                           2022         2021         $ Change       % Change
Administrative            $ 6,089      $ 2,982      $    3,107          104.2 %
Percentage of net sales      19.8 %       16.0 %                          3.8 %


Administrative expense increased $3.1 million, or 103.4% during the three months
ended June 30, 2022, as compared to the prior year period. This increase was
primarily driven by expenses related to being a publicly owned company as well
as to equity compensation expense and other personnel related expenses incurred
in support our of growth. An increase in research and development costs also
contributed to the increase compared to the prior year period.

Loss from Operations


As a result of the foregoing, loss from operations increased $5.7 million, or
138.1% to $9.8 million for the three months ended June 30, 2022, compared to a
loss from operations of $4.1 million for the prior year period. Loss from
operations as a percentage of sales was (31.8)% for the current period, compared
to (22.1)% for the prior year period.

Interest Expense


Interest expense decreased $0.1 million, or 10.3%, to $1.3 million during the
three months ended June 30, 2022, as compared to $1.4 million for the prior year
period. The decrease in interest expense during the 2022 period, was primarily
due to lower costs of borrowing and to a lesser extent having less debt during
the three months ended June 30, 2022 as compared to the prior year period.

net loss


As a result of the foregoing, our net loss increased $5.2 million, or 87.2%, to
$11.1 million during the three months ended June 30, 2022, compared to a net
loss of $5.9 million for the prior year period.

Results of Operations – Comparison of the Six Months Ended June 30, 2022 and 2021

The following table details the results of our operations for the six months ended June 30, 2022 and 2021 (dollars in thousands):

                                             Six Months Ended June 30,
                                               2022               2021         $ Change       % Change
Net sales                                  $      68,385        $  35,463      $  32,922           92.8 %
Cost of sales                                     61,787           28,788         32,999          114.6 %

Gross profit                                       6,598            6,675            (77 )         (1.2 )%

Operating expenses
Selling and distribution                          10,236            5,968          4,268           71.5 %
Marketing                                          2,958            1,387          1,571          113.3 %
Administrative                                    11,867            5,802          6,065          104.5 %

Total operating expenses                          25,061           13,157         11,904           90.5 %

Loss from operations                             (18,463 )         (6,482 )      (11,981 )        184.8 %
Interest expense                                   2,181            3,483         (1,302 )        (37.4 )%
Change in fair value of convertible
debt                                                  -               370   

(370 ) (100.0 )%


Loss before income taxes                         (20,644 )        (10,335 )      (10,309 )         99.7 %
Income tax expense                                    -                -              -              -  %

Net loss                                   $     (20,644 )      $ (10,335 )    $ (10,309 )         99.7 %
Less: net loss attributable to
non-controlling
interest                                         (15,689 )             -
Preferred return on Series A preferred
units                                                 -               292

Net loss attributable to The Real Good
Food Company, Inc.                         $      (4,955 )      $ (10,627 )





                                       29

————————————————– ——————————

Table of Contents

net sales


Net sales for the six months ended June 30, 2022 increased $32.9 million, or
92.8% to $68.4 million compared to $35.5 million for the prior year period. This
increase was primarily due to strong growth in sales volumes of our core
products, driven by greater demand from our existing retail and club customers
and to a lesser extent new customers. Higher price realization also contributed
to the increase in net sales.

Cost of Sales

Cost of sales increased approximately $33.0 million, or 114.6%, to
$61.8 million, during the six months ended June 30, 2022, as compared to
$28.8 million for the prior year period, primarily due to an increase in the
sales volume of our products, as well as to an increase in manufacturing costs
related to start-up costs associated with our new manufacturing in Bolingbrook,
IL and an increase in labor and raw material costs. The increase in labor and
raw material costs increased primarily due to labor shortages and supply chain
pressures related to the impact of the pandemic. The increases in costs were
partially offset by the increase in sales of our self-manufactured products,
which yield a higher margin, as well as higher price increases realization.

gross profit


Gross profit decreased $0.1 million to $6.6 million for the six months ended
June 30, 2022, compared to $6.7 million for the prior year period. This decrease
is primarily due to the impacts of increased manufacturing costs and higher
labor raw material costs.

Operating Expenses

Selling and Distribution Expense

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


                             Six Months Ended
                                 June 30,
                             2022         2021         $ Change       % 

change

selling and distribution $10,236 $5,968 $4,268 71.5% Percentage of net sales 15.0% 16.8%

                         (1.9 )%


Selling and distribution expense increased $4.3 million, or 71.5%, for the six
months ended June 30, 2022, as compared to the prior year period. Selling and
distribution expense increased primarily due to an increase in selling expenses
related to the increase in sales, and, to a lesser extent, an increase in
industry freight rates. Selling and distribution expense decreased as a
percentage of net sales due to gaining economies of scale with regards to our
operations and successful execution of the company's strategy to reduce
distribution costs.

                                       30

————————————————– ——————————

Table of Contents

Marketing Expense

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

                            Six Months Ended
                                June 30,
                            2022         2021         $ Change       % Change
Marketing                 $  2,958      $ 1,387      $    1,571          113.3 %
Percentage of net sales        4.3 %        3.9 %                          0.4 %


Marketing expense increased $1.6 million, or 113.3%, during the six months ended
June 30, 2022, as compared to the prior year period. Marketing expense increased
primarily due to an increase in advertising and promotional costs we incurred to
increase household awareness of our brand as well as support our sales growth.
Marketing expense increased as a percentage of sales primarily as we increased
the intensity of the aforementioned efforts during the six months ended June 30,
2022.

Administrative Expense

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

                            Six Months Ended
                                June 30,
                            2022         2021         $ Change       % Change
Administrative            $ 11,867      $ 5,802      $    6,065          104.5 %
Percentage of net sales       17.4 %       16.4 %                          1.0 %


Administrative expense increased $6.1 million, or 104.5%, during the six months
ended June 30, 2022, as compared to the prior year period. This increase was
primarily driven by expenses related to being a publicly owned company as well
as to equity compensation expense and other personnel related expenses incurred
in support our of growth. Additionally, we incurred approximately $1.0 million
in expenses to bring our new manufacturing facility in Bolingbrook in full
operation.

Loss from Operations


As a result of the foregoing, loss from operations increased $12.0 million, or
184.8%, to $18.5 million for the six months ended June 30, 2022, compared to a
loss from operations of $6.5 million for the prior year period. Loss from
operations as a percentage of sales was (27.0)% for the current period, compared
to (18.3)% for the prior year period.

Interest Expense


Interest expense decreased $1.3 million, or 37.4%, to $2.2 million during the
six months ended June 30, 2022, as compared to $3.5 million for the prior year
period. The decrease in interest expense during the 2022 period, was primarily
due to lower costs of borrowing as well as having significantly less debt during
the six months ended June 30, 2022 as compared to the prior year period.

net loss


As a result of the foregoing, our net loss increased $10.3 million, or 99.7%, to
$20.6 million during the six months ended June 30, 2022, compared to a net loss
of $10.3 million for the prior year period.

Liquidity and Capital Resources


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

On August 14, 2022, RGF entered into the PMC Amendment to, among other things,
(a) increase the maximum borrowing capacity under the Revolver from $50.0
million to $75.0 million, (b) create the 2022 Term Loan in the principal amount
of $10.0 million, and (c) amend the interest rates of the Revolver and CapEx
Line.

                                       31

————————————————– ——————————

Table of Contents


As of June 30, 2022, we had $12.6 million in cash (which includes restricted
cash of $2.3 million), current debt obligations of $0.3 million, and long-term
debt obligations of $50.3 million. Additionally, as of June 30, 2022, we had
current business acquisition liabilities of $0.9 million and long-term business
acquisition liabilities of $3.1 million. We believe that our
cash on-hand and
cash received from operations, together with borrowing capacity under our credit
facilities, will provide sufficient financial flexibility to meet working
capital requirements and to fund capital expenditures and debt service
requirements for the remainder of 2022 as well as the foreseeable future. We
expect to make future capital expenditures of approximately $0.5 million in
connection with the enhancement of our current production capabilities during
the remainder of 2022.

Cash Flows

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


                                                             June 30,
(in 000s)                                               2022           2021
Net cash used in operating activities                 $ (30,097 )    $ (1,236 )
Net cash used in investing activities                    (3,630 )      (2,528 )
Net cash provided by financing activities                16,631         

4,390

Net (decrease) increase in cash and restricted cash (17,096 ) 626 Cash and restricted cash at beginning of period 29,745

28


Cash and restricted cash at end of period             $  12,649      $    

654

Net Cash Used in Operating Activities


Net cash used in operating activities was $30.1 million during the six months
ended June 30, 2022, as compared to net cash used in operating activities of
$1.2 million for the six months ended June 30, 2021. The increase in net cash
used in operating activities is primarily due to the increase in our working
capital and an increase in our net loss during the 2022 period. The increase in
working capital was primarily driven by an increase in inventory to support
growth and create safety stock to avoid potential supply disruptions related to
the start-up of our new facility in Bolingbrook, IL.

Net Cash Used in Investing Activities


During the six months June 30, 2022 and 2021, net cash used in investing
activities was $3.6 million and $2.5 million, respectively. Cash used in
investing activities during the six months ended June 30, 2022 was primarily
related to equipment purchases. Our capital expenditures during the six months
ended June 30, 2021 were primarily related our City of Industry, CA facility.

Net Cash Provided by Financing Activities


Net cash provided by financing activities totaled $16.6 million during the six
months ended June 30, 2022, as compared to net cash provided by financing
activities of $4.4 million during the same period last year. This increase was
primarily due to the $29.5 million in proceeds from our line of credit
borrowings, offset in part, with payments made toward acquisition related
contingent consideration totaling $12.2 million.

Contractual Obligations

as of June 30, 2022there were no material changes in payments due under contractual obligations from those disclosed in our Annual Report.

Off-Balance
Sheet Arrangements

We do not have
any off-balance sheet
arrangements.

New Accounting Standards

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

                                       32

————————————————– ——————————

Table of Contents

Critical Accounting Policies and Estimates


There were no material changes to the critical accounting policies and estimates
as disclosed in the Company's Annual Report on Form
10-K
for the year ended December 31, 2021.

Cautionary Note Regarding Forward-Looking Statements


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

© Edgar Online, source glimpses

.

Leave a Comment

Your email address will not be published.