What changed in this filing

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Item 1. Financial Statements

2023-06-15 compared with 2023-04-28 · 190 added, 149 removed, 289 unchanged (54% of the section changed)

3 unchanged sentences

30, 2023 AND OCTOBER 31, 2022

January 31, 2023

October 31, 2022

CURRENT ASSETS:

Cash and cash equivalents

Accounts receivable, net of allowances of $ 144,000 for 2023 and 2022

Cash and cash

Accounts receivable, net

of allowances of $ 144,000 for 2023 and 2022

Due from broker

Prepaid expenses and other current assets

Prepaid and refundable income taxes

TOTAL CURRENT ASSETS

Prepaid expenses and other

current assets

and refundable income taxes

CURRENT ASSETS

Building, machinery and equipment, net

Customer list and relationships, net of accumulated amortization of $ 287,508 and $ 279,883 for 2023 and 2022, respectively

Customer list and relationships, net of accumulated

amortization of $ 295,133 and $ 279,883 for 2023 and 2022, respectively

Trademarks and tradenames

4 unchanged sentences

Deposits and other assets

- LIABILITIES AND STOCKHOLDERS’ EQUITY -

- LIABILITIES AND STOCKHOLDERS’

CURRENT LIABILITIES:

Accounts payable and accrued expenses

Accounts payable and accrued

Cash overdrafts

Due to broker

Note payable – current portion

Lease liability – current portion

TOTAL CURRENT LIABILITIES

Note payable – current

liability – current portion

CURRENT LIABILITIES

Line of credit

1 unchanged sentence

Note payable – long term

Deferred compensation payable

TOTAL LIABILITIES

Deferred compensation

Commitments and Contingencies

4 unchanged sentences

10,000,000 shares authorized;

Common stock, par value $ .001 per share;

Common stock, par value

$ .001 per share;

30,000,000 shares authorized, 6,633,930 shares issued for 2023 and 2022;

5 unchanged sentences

( 4,633,560 )

Total Coffee Holding Co., Inc.

Total Coffee Holding Co.,

Stockholders’ Equity

Noncontrolling interest

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

Noncontrolling

LIABILITIES AND STOCKHOLDERS’ EQUITY

Notes to Condensed Consolidated Financial Statements

1 unchanged sentence

CONSOLIDATED STATEMENTS OF OPERATIONS

MONTHS ENDED JANUARY 31, 2023 AND 2022

AND THREE MONTHS ENDED APRIL 30, 2023 AND 2022

COST OF SALES

1 unchanged sentence

Selling and administrative

Officers’ salaries

(LOSS) INCOME FROM OPERATIONS

OTHER INCOME (EXPENSE):

FROM OPERATIONS

( 1,185,478 )

( 1,373,469 )

OTHER (EXPENSE) INCOME

Interest income

Loss from equity method investments

Interest expense

(LOSS) INCOME BEFORE INCOME TAX (BENEFIT) PROVISION AND NON-CONTROLLING INTEREST IN SUBSIDIARY

Income Tax (benefit) provision

NET (LOSS) INCOME BEFORE ADJUSTMENT FOR NON-CONTROLLING INTEREST IN SUBSIDIARY

Net income attributable to the non-controlling interest in subsidiary

NET (LOSS) INCOME ATTRIBUTABLE TO COFFEE HOLDING CO., INC.

Loss from equity method

LOSS BEFORE BENEFIT FOR

INCOME TAXES AND NON-CONTROLLING INTEREST IN SUBSIDIARY

( 1,207,193 )

Basic and diluted (loss) earnings earnings per share

( 1,424,671 )

for income taxes

NET (LOSS) INCOME BEFORE

NON-CONTROLLING INTEREST IN SUBSIDIARY

( 1,038,990 )

Net loss attributable to the non-controlling interest

LOSS ATTRIBUTABLE TO COFFEE HOLDING CO., INC.

$ ( 891,943 )

$ ( 359,840 )

$ ( 368,096 )

Basic and diluted (loss)

earnings per share

Weighted average common shares outstanding:

Basic and diluted

Notes to Condensed Consolidated Financial Statements

1 unchanged sentence

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

MONTHS ENDED JANUARY 31, 2023 AND 2022

Treasury Stock

Additional Paid-in

Non- Controlling

AND SIX MONTHS ENDED APRIL 30, 2023 AND 2022

Balance, October 31, 2021

5 unchanged sentences

$ ( 4,633,560 )

Stock Compensation

Distribution to non-controlling interest

Non-controlling Interest

Balance, April 30, 2022

$ ( 4,633,560 )

Ending balance,value

$ ( 4,633,560 )

Balance, October 31, 2022

1 unchanged sentence

$ ( 244,462 )

income (loss)

Balance, January 3l, 2023

Balance, January 31, 2023

$ ( 4,633,560 )

$ ( 244,462 )

Beginning balance, value

$ ( 4,633,560 )

$ ( 244,462 )

Balance, April 30, 2023

$ ( 4,633,560 )

$ ( 244,462 )

Ending, balance value

$ ( 4,633,560 )

$ ( 244,462 )

Notes to Condensed Consolidated Financial Statements

1 unchanged sentence

CONSOLIDATED STATEMENTS OF CASH FLOWS

MONTHS ENDED JANUARY 31, 2023 AND 2022

MONTHS ENDED APRIL 30, 2023 AND 2022

OPERATING ACTIVITIES:

Net (loss) income

$ ( 891,943 )

Adjustments to reconcile net (loss) income to net cash provided by (used in)

operating activities:

$ ( 696,464 )

Adjustments to reconcile

net (loss) to net cash provided by (used in) operating activities:

Depreciation and amortization

Stock-based compensation

Unrealized loss (gain) on commodities

Unrealized loss (gain)

on commodities

Loss on equity method investments

Amortization of right to use asset

Write-off of accounts receivable

Write-down of obsolete

Amortization of right to

Deferred income taxes

Changes in operating assets and liabilities:

Changes in operating assets

and liabilities:

Accounts receivable

Prepaid expenses and other current assets

Prepaid and refundable income taxes

Prepaid expenses and other

current assets

Prepaid and refundable

Lease liability

Deposits and other assets

Accounts payable and accrued expenses

Accounts payable and accrued

( 1,730,244 )

Income taxes payable

Net cash provided by (used in) operating activities

( 2,423,835 )

taxes payable

cash provided by (used in) operating activities

( 1,496,738 )

INVESTING ACTIVITIES:

Purchases of machinery and equipment

Net cash used in investing activities

of machinery and equipment

cash used in investing activities

FINANCING ACTIVITIES:

Advances under bank line of credit

Advances under bank line

Cash overdraft

Principal payments on note payable

Principal payments under bank line of credit

Net cash (used in) provided by financing

NET INCREASE IN CASH

CASH, BEGINNING OF PERIOD

Principal payments on note

Payment of dividend

payments under bank line of credit

( 1,728,783 )

cash (used in) provided by financing activities

( 1,672,910 )

NET (DECREASE) INCREASE

( 1,047,861 )

CASH, BEGINNING OF

CASH, END OF PERIOD

2 unchanged sentences

CONSOLIDATED STATEMENTS OF CASH FLOWS

MONTHS ENDED JANUARY 31, 2023 AND 2022

SUPPLEMENTAL DISCLOSURE OF CASH FLOW DATA:

Interest paid

Income taxes paid

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

Initial recognition of operating lease right of use asset

MONTHS ENDED APRIL 30, 2023 AND 2022

SUPPLEMENTAL DISCLOSURE

OF CASH FLOW DATA:

SUPPLEMENTAL DISCLOSURE

OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

Purchase of inventory

by non-controlling interest

Initial recognition of

operating lease right of use asset

Notes to Condensed Consolidated Financial Statements

59 unchanged sentences

GAAP”) and should be read in conjunction with the Company’s audited consolidated financial statements as of

and for the year ended October 31, 2022 and notes thereto included in the Company’s fiscal 2022 Annual Report on Form

10-K, filed with the Securities and Exchange Commission (“SEC”) on March 29, 2023 (the “2022 10-K”).

results of operations and cash flows for the interim periods included in these condensed consolidated financial statements are not

and for the year ended October 31, 2022 and notes thereto included in the Company’s fiscal 2022 Annual Report on Form 10-K,

filed with the Securities and Exchange Commission (“SEC”) on March 29, 2023 (the “2022 10-K”).

of operations and cash flows for the interim periods included in these condensed consolidated financial statements are not

necessarily indicative of the results to be expected for any future period or the entire fiscal year.

7 unchanged sentences

significant accounting policies used in the preparation of these condensed consolidated financial statements are disclosed in our 2022

10-K, and there have been no changes to the Company’s significant accounting policies during the three months ended January 31,

10-K, and there have been no changes to the Company’s significant accounting policies during the three and six months ended April

Company recognizes revenue in accordance with the five-step model as prescribed by the Financial Accounting Standards Board (“FASB”)

10 unchanged sentences

2 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICY (cont’d):

following table presents revenues by product line in the three months ended January 31, 2023 and 2022

SCHEDULE OF REVENUE

January 31, 2023

January 31, 2022

following table presents revenues by stream for the six and three months ended April 30, 2023 and 2022.

3 - INVENTORIES :

at January 31, 2023 and October 31, 2022 consisted of the following:

SCHEDULE OF INVENTORIES

January 31, 2023

October 31, 2022

at April 30, 2023 and October 31, 2022 consisted of the following:

OF INVENTORIES

Packed coffee

6 unchanged sentences

for the purpose of partially hedging and minimizing the effects of changing green coffee prices and to reduce cost of sales.

commodities held at broker represent the market value of the Company’s trading account, which consists of options and future

commodities held by broker represent the market value of the Company’s trading account, which consists of options and futures

contracts for coffee held with a brokerage firm.

11 unchanged sentences

SCHEDULE OF REALIZED AND UNREALIZED GAINS AND LOSSES ON CONTRACTS

Three Months Ended January 31,

Months Ended April 30,

Gross realized gains

Gross realized losses

Unrealized gain (loss)

Unrealized gain

$ ( 213,873 )

1 unchanged sentence

$ ( 213,873 )

Months Ended April 30,

Gross realized gains

Gross realized losses

( 1,292,361 )

( 1,257,359 )

Unrealized gain

Gain (Loss) on Investments

HOLDING CO., INC.

1 unchanged sentence

5 - LINE OF CREDIT :

April 25, 2017 the Company and OPTCO (together with the Company, collectively referred to herein as the “Borrowers”) entered

into an Amended and Restated Loan and Security Agreement (the “A&R Loan Agreement”) and Amended and Restated Loan Facility

(the “A&R Loan Facility”) with Sterling National Bank (later acquired by Webster Bank N.A.) (“Sterling”),

which consolidated (i) the financing agreement between the Company and Sterling, dated February 17, 2009, as modified, (the “Company

Financing Agreement”) and (ii) the financing agreement between Company, as guarantor, OPTCO and Sterling, dated March 10, 2015

(the “OPTCO Financing Agreement”), amongst other things.

April 25, 2017 the Company and OPTCO (together with the Company, collectively referred to herein as the “Borrowers”)

entered into an Amended and Restated Loan and Security Agreement (the “A&R Loan Agreement”) and Amended and Restated

Loan Facility (the “A&R Loan Facility”) with Sterling National Bank (“Sterling”) (later acquired by

Webster Financial Corp.

(“Webster”), which consolidated (i) the financing agreement between the Company and Sterling, dated

February 17, 2009, as modified, (the “Company Financing Agreement”) and (ii) the financing agreement between Company, as

guarantor, OPTCO and Sterling, dated March 10, 2015 (the “OPTCO Financing Agreement”), amongst other things.

March 17, 2022, the Company reached an agreement for a new loan modification agreement and credit facility which extended the maturity

3 unchanged sentences

Loan Facility remained the same.

June 28, 2022, the Company reached an agreement for a new loan modification agreement and credit facility with Webster Bank.

June 28, 2022, the Company reached an agreement for a new loan modification agreement and credit facility with Webster.

of the new agreement, among other things:

10 unchanged sentences

The loan agreement was also modified on March 15, 2023 to, among other things:

(i) provides for a requirement for subordination

agreements if necessary, and (ii) changes the terms of transactions with affiliates from a dollar limitation to allowable in the ordinary

course of business, (iii) establishes a new covenant for a fixed charge coverage ratio.

(i) provide for a requirement for subordination

agreements if necessary, and (ii) change the terms of transactions with affiliates from a dollar limitation to allowable in the ordinary

course of business, (iii) establishe a new covenant for a fixed charge coverage ratio.

of the A&R Loan Facility and A&R Loan Agreement contains covenants, subject to certain exceptions, that place annual restrictions

3 unchanged sentences

The outstanding balance on the Company’s lines of credit were

$ 8,328,782 and $ 8,314,000 as of January 31, 2023 and October 31, 2022, respectively.

$ 7,520,000 and $ 8,314,000 as of April 30, 2023 and October 31, 2022, respectively.

6 - INCOME TAXES :

7 unchanged sentences

deferred tax assets and liabilities.

of January 31, 2023 and October 31, 2022, the Company did no t have any unrecognized tax benefits or open tax positions.

of April 30, 2023 and October 31, 2022, the Company did no t have any unrecognized tax benefits or open tax positions.

The Company’s

practice is to recognize interest and/or penalties related to income tax matters in income tax expense.

As of January 31, 2023 and October

As of April 30, 2023 and October

31, 2022, the Company had no accrued interest or penalties related to income taxes.

13 unchanged sentences

before fiscal 2019.

7 - EARNINGS PER SHARE :

Company presents “basic” and “diluted” earnings per common share pursuant to the provisions included in the authoritative

guidance issued by FASB, “Earnings per Share,” and certain other financial accounting pronouncements.

Basic earnings per

common share were computed by dividing net income by the sum of the weighted-average number of common shares outstanding.

Diluted earnings

per common share is computed by dividing the net income by the weighted-average number of common shares outstanding plus the dilutive

effect of common shares issuable upon exercise of potential sources of dilution.

weighted average common shares outstanding used in the computation of basic and diluted earnings per share were 5,708,599 for the three

months ended January 31, 2023 and 2022.

The Company had granted 1,000,000 options in the second quarter of 2019, which have not been

included in the calculation of diluted earnings per share due to their anti-dilutive nature.

7 - EARNINGS (LOSS) PER SHARE :

Company presents “basic” and “diluted” earnings per common share pursuant to the provisions included in the

authoritative guidance issued by FASB, “Earnings per Share,” and certain other financial accounting pronouncements.

Basic earnings per common share were computed by dividing net (loss) income by the sum of the weighted-average number of common

shares outstanding.

Diluted earnings per common share is computed by dividing the net (loss) income by the weighted-average number

of common shares outstanding plus the dilutive effect of common shares issuable upon exercise of potential sources of

weighted average common shares outstanding used in the computation of basic and diluted earnings per share were 5,708,599 for the six

and three months ended April 30, 2023 and 2022.

The Company had granted 1,000,000 options in the second quarter of 2019, which have not

been included in the calculation of diluted earnings per share due to their anti-dilutive nature.

8 - COMMITMENTS AND CONTINGENCIES :

CLASS ACTION COMPLAINT

The Company was named as a defendant in a putative

class action lawsuit filed in the United States District Court for the Northern District of Illinois (the “Court”) on or about

December 21, 2020.

The plaintiffs, Eileen Brodsky and Rhonda Diamond, purported to represent a class of individuals who purchased coffee

products at one of the Company’s supermarket customers, generally allege that such client sold private label coffee products manufactured

by the Company and one of its partners, which falsely described the number of cups of coffee that could be made from the amount of product

ACTION COMPLAINT

Company was named as a defendant in a putative class action lawsuit filed in the United States District Court for the Northern District

of Illinois (the “Court”) on or about December 21, 2020.

The plaintiffs, Eileen Brodsky and Rhonda Diamond, purported to

represent a class of individuals who purchased coffee products at one of our supermarket customers, generally allege that such client

sold private label coffee products manufactured by the Company and one of its partners, which falsely described the number of cups of

coffee that could be made from the amount of product purchased.

These parties were also named as defendants in the action.

The complaint asserted a variety of claims under New York and California

consumer protection laws, and sought unspecified monetary damages, including disgorgement and restitution, as well as other forms of relief

including class certification, declaratory and injunctive relief, attorneys’ fees, and interest.

On September 28, 2021, the Court

entered an order granting the Company’s motion to dismiss with prejudice (the “Dismissal Order”).

In the Dismissal Order,

the Court stated that no reasonable coffee drinker would be deceived by the Company’s packaging.

The plaintiffs filed an appeal

with the 7 th Circuit Court of Appeals (the “Appeal”).

After the Appeal was filed, the Company settled the matter

during mediation in late January 2022 and the Appeal was dismissed.

The complaint

asserted a variety of claims under New York and California consumer protection laws, and sought unspecified monetary damages, including

disgorgement and restitution, as well as other forms of relief including class certification, declaratory and injunctive relief, attorneys’

fees, and interest.

On September 28, 2021, the Court entered an order granting the Company’s motion to dismiss with prejudice (the

“Dismissal Order”).

In the Dismissal Order, the Court stated that no reasonable coffee drinker would be deceived by the Company’s

The plaintiffs filed an appeal with the 7 th Circuit Court of Appeals (the “Appeal”).

After the Appeal

was filed, the Company settled the matter during mediation in late January 2022 and the Appeal was dismissed.

HOLDING CO., INC.

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8 - COMMITMENTS AND CONTINGENCIES (cont’d):

A significant customer of the Company was named as

a defendant in a putative class action lawsuit filed in the United States District Court for the District of Massachusetts on or about

February 2, 2021, concerning the labeling on private label coffee productions the Company sold to the customer.

The plaintiff, David Cohen,

purporting to represent a class of individuals who purchased coffee products from the Company’s customer, generally alleged that

the customer sold private label coffee products manufactured by the Company which falsely described the number of cups of coffee that

could be made from the amount of product purchased.

The Company is not named as a defendant in the action, but the Company agreed to indemnify

the customer for the costs and expenses incurred in defending the lawsuit and for any liability the customer may suffer as a result.

complaint asserts a variety of claims under Massachusetts consumer protection laws, and seeks unspecified monetary damages as well as

other forms of relief including class certification, declaratory and injunctive relief, attorneys’ fees, and interest.

have finalized the details of a settlement agreement.

The final settlement amount was immaterial to the Company’s operations and

results of operations.

8 - COMMITMENTS AND CONTINGENCIES (cont’d):

significant customer of the Company was named as a defendant in a putative class action lawsuit filed in the United States District Court

for the District of Massachusetts on or about February 2, 2021, concerning the labeling on private label coffee productions the Company

sold to the customer.

The plaintiff, David Cohen, purported to represent a class of individuals who purchased coffee products from the

Company’s customer, generally alleged that the customer sold private label coffee products manufactured by the Company which falsely

described the number of cups of coffee that could be made from the amount of product purchased.

The Company was not named as a defendant

in the action, but the Company agreed to indemnify the customer for the costs and expenses incurred in defending the lawsuit and for

any liability the customer suffered as a result.

The complaint asserted a variety of claims under Massachusetts consumer protection laws,

and sought unspecified monetary damages as well as other forms of relief including class certification, declaratory and injunctive relief,

attorneys’ fees, and interest.

The parties finalized the details of a settlement agreement and the final settlement amount was

immaterial to the Company’s operations and results of operations.

Company has a 401(k) Retirement Plan, which covers all the full time employees who have completed one year of service and have reached

2 unchanged sentences

and 50% of aggregate contribution of the next 2% of compensation .

HOLDING CO., INC.

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

following summarizes the Company’s operating leases:

4 unchanged sentences

Total lease liability

amortization of the right-of-use asset for the three months ended January 31, 2023 and 2022 was $ 79,663 and $ 102,681 , respectively.

amortization of the right-of-use asset for the three months ended April 30, 2023 and 2022 was $ 80,180 and $ 77,268 , respectively.

amortization of the right-of-use asset for the six months ended April 30, 2023 and 2022 was $ 159,843 and $ 179,949 , respectively.

Weighted average remaining lease term

5 unchanged sentences

( 1,096,350 )

Present value of operating lease liabilities

value of operating lease liabilities

June 2021, the Company purchased a facility in Colorado for $ 900,321 that it was previously leasing.

4 unchanged sentences

of the modification the Company increased its right-of-use asset and lease liability by $ 40,797 as of January 31, 2023.

March 2023, the Company extended its lease at its subsidiary Organics Products Trading Company in Washington through March 2026.

result, on the date of the modification the Company increased its right-of-use asset and lease liability by $ 105,619 as of April 30,

HOLDING CO., INC.

1 unchanged sentence

10 - RELATED PARTY TRANSACTIONS :

Company has engaged its 40 % former partner in GCC as an outside contractor (the “Partner”).

Included in contract labor expense

are expenses incurred from the Partner during the three months ended January 31, 2023 and 2022 of $ 56,851 and $ 58,434 , respectively,

for the processing of finished goods.

Company has engaged its 40 %

former partner in Generation Coffee Company LLC (“GCC”) as an outside contractor (the “Partner”).

in contract labor expense are expenses incurred by the Partner during the three and six months ended April 30, 2023 and 2022 of

and $ 152,471 ,

respectively, for the processing of finished goods.

January 2005, the Company established the “Coffee Holding Co., Inc.

7 unchanged sentences

the liability due to the Chief Executive Officer of the Company.

The assets were $ 176,074 and $ 243,238 at January 31, 2023 and October

The assets were $ 144,390 and $ 243,238 at April 30, 2023 and October

31, 2022, respectively, and are included in the Deposits and other assets in the accompanying balance sheets.

The deferred compensation

liability at January 31, 2023 and October 31, 2022 were $ 176,074 and $ 243,238 , respectively.

liability at April 30, 2023 and October 31, 2022 were $ 144,390 and $ 243,238 , respectively.

11 - STOCKHOLDERS’ EQUITY :

2 unchanged sentences

the last-in, first-out method.

The Company did not purchase any shares during the three months ended January 31, 2023 and the year

ended October 31, 2022.

The Company did not purchase any shares during the three and six months ended April 30, 2023 and the

year ended October 31, 2022.

The Company has an incentive stock plan, the 2013 Equity Compensation Plan (the “2013 Plan”), and on April

3 unchanged sentences

the Administrator at the time of grant.

No options were granted, forfeited or expired during the three months ended January 31, 2023

No options were granted, forfeited or expired during the three and six months ended April

30, 2023 or for the year ended October 31, 2022.

Company recorded $ 0 and $ 189,768 of stock-based compensation for the three months ended January 31, 2023 and 2022.

Company recorded $ 0 stock-based compensation for the three and six months ended April 30, 2023 and $ 174,241 and $ 364,009 for the

three and six months ended April 30, 2022.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements