Item 1. Financial Statements
ITEM
1. FINANCIAL STATEMENTS
COFFEE
HOLDING CO., INC.
CONDENSED
CONSOLIDATED BALANCE SHEETS
January
31, 2026
October
31, 2025
(Unaudited)
ASSETS
CURRENT
ASSETS:
Cash
and cash equivalents
$ 2,746,491
$ 701,872
Accounts
receivable, net of allowances of $ 313,000 for 2026 and 2025
9,494,976
12,093,251
Inventories
18,988,272
20,446,481
Due
from broker
1,824,684
1,424,036
Prepaid
expenses and other current assets
452,629
594,360
Prepaid
and refundable income taxes
-
180,916
TOTAL
CURRENT ASSETS
33,507,052
35,440,916
Building,
machinery, and equipment, net
3,565,990
3,463,072
Customer
list and relationships, net of accumulated amortization of $ 323,875 and $ 316,250 for January 31, 2026 and October 31, 2025, respectively
116,125
123,750
Trademarks
and tradenames
327,000
327,000
Equity
investments
889,651
39,651
Right
of use asset
1,917,620
2,084,175
Deferred
income tax assets - net
400,896
229,899
Deposits
and other assets
429,267
339,909
TOTAL
ASSETS
$ 41,153,601
$ 42,048,372
LIABILITIES
AND STOCKHOLDERS’ EQUITY
CURRENT
LIABILITIES:
Accounts
payable and accrued expenses
$ 6,463,765
$ 5,641,836
Line
of credit
2,650,000
6,050,000
Due
to broker
968,123
303,813
Lease
liabilities - current portion
871,265
811,975
TOTAL
CURRENT LIABILITIES
10,953,153
12,807,624
Lease
liabilities - long term
1,305,288
1,530,096
Deferred
compensation payable
133,647
129,646
TOTAL
LIABILITIES
12,392,088
14,467,366
Commitments
and Contingencies (Note 9)
-
-
STOCKHOLDERS’
EQUITY:
Coffee
Holding Co., Inc. stockholders’ equity:
Preferred
stock, par value $ .001 per share; 10,000,000 shares authorized; none issued
-
-
Common
stock, par value $ .001
per share; 30,000,000
shares authorized, 6,633,930
shares issued for January 31, 2026 and October 31, 2025; 5,708,599
shares outstanding for January 31, 2026 and October 31, 2025
6,634
6,634
Additional
paid in capital
19,094,618
19,094,618
Retained
earnings
14,293,821
13,113,314
Less:
common stock held in treasury, at cost; 925,331
shares for January 31, 2026 and October 31, 2025
( 4,633,560 )
( 4,633,560 )
TOTAL
STOCKHOLDERS’ EQUITY
28,761,513
$ 27,581,006
TOTAL
LIABILITIES AND STOCKHOLDERS’ EQUITY
$ 41,153,601
$ 42,048,372
The
accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
3
COFFEE
HOLDING CO., INC.
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
2026
2025
Three
months ended January 31,
2026
2025
NET
SALES
$ 25,565,840
$ 21,305,285
COST
OF SALES
18,536,823
15,573,359
GROSS
PROFIT
7,029,017
5,731,926
OPERATING
EXPENSES:
Selling
and administrative
4,443,286
3,929,598
Officers’
salaries
208,989
211,297
TOTAL
4,652,275
4,140,895
INCOME
FROM OPERATIONS
$ 2,376,742
$ 1,591,031
OTHER
INCOME (EXPENSE):
Interest
income
8
10
Loss
from equity investment
-
( 23 )
Interest
expense
( 65,740 )
( 31,670 )
TOTAL
( 65,732 )
( 31,683 )
INCOME
BEFORE INCOME TAX
$ 2,311,010
$ 1,559,348
Income
Tax Provision
662,690
406,092
NET
INCOME
1,648,320
1,153,256
Basic
and diluted income per share
0.29
0.20
Weighted
average common shares outstanding:
$
$
Basic
and diluted
5,708,599
5,708,599
The
accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
4
COFFEE
HOLDING CO., INC.
CONDENSED
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
THREE
MONTHS ENDED JANUARY 31, 2026 AND 2025
(UNAUDITED)
Shares
Amount
Shares
Amount
in
Capital
Earnings
Total
Common
Stock
Treasury
Stock
Additional
Paid-
Retained
Shares
Amount
Shares
Amount
in
Capital
Earnings
Total
Balance,
October 31, 2024
5,708,599
$ 6,634
925,331
$ ( 4,633,560 )
$ 19,094,618
$ 11,709,875
$ 26,177,567
Net
income
-
-
-
-
-
1,153,256
1,153,256
Balance,
January 31, 2025
5,708,599
$ 6,634
925,331
$ ( 4,633,560 )
$ 19,094,618
$ 12,863,131
$ 27,330,823
Balance,
October 31, 2025
5,708,599
$ 6,634
925,331
$ ( 4,633,560 )
$ 19,094,618
$ 13,113,314
$ 27,581,006
Balance
5,708,599
$ 6,634
925,331
$ ( 4,633,560 )
$ 19,094,618
$ 13,113,314
$ 27,581,006
Dividend
declared at $ 0.08 per common share outstanding
( 467,813 )
( 467,813 )
Net
income
-
-
-
-
-
1,648,320
1,648,320
Balance,
January 31, 2026
5,708,599
$ 6,634
925,331
$ ( 4,633,560 )
$ 19,094,618
$ 14,293,821
$ 28,761,513
Balance
5,708,599
$ 6,634
925,331
$ ( 4,633,560 )
$ 19,094,618
$ 14,293,821
$ 28,761,513
The
accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
5
COFFEE
HOLDING CO., INC.
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
2026
2025
Three
months ended January 31,
2026
2025
OPERATING
ACTIVITIES:
Net
income
$ 1,648,320
$ 1,153,256
Adjustments
to reconcile net income to net cash provided by (used in) operating activities:
Depreciation
and amortization
218,852
159,891
Unrealized
and realized loss (income) on commodities - net
( 376,338 )
( 742,918 )
Loss
on equity investments
-
23
Amortization
of right-of-use asset
166,555
189,962
Bad
debt expense
50,000
-
Deferred
income taxes
( 170,997 )
119,827
Changes
in operating assets and liabilities:
Accounts
receivable
2,548,275
( 1,993,162 )
Inventories
1,458,209
1,023,657
Prepaid
expenses and other current assets
141,731
( 128,891 )
Prepaid
and refundable income taxes
180,916
285,438
Deposits
and other assets
( 89,358 )
( 120,291 )
Accounts
payable and accrued expense
354,116
( 194,362 )
Change
in lease liabilities
( 165,518 )
( 169,532 )
Change in due to/from broker
640,000
-
Deferred
compensation payable
4,001
15,203
NET
CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES
6,608,764
( 401,899 )
INVESTING
ACTIVITIES:
Acquisition
of Second Empire
-
( 800,000 )
Purchase
of investment
( 850,000 )
-
Cash
paid for leasehold improvements
( 280,834 )
-
Purchases
of building, machinery and equipment
( 33,311 )
( 17,906 )
NET
CASH USED IN INVESTING ACTIVITIES
( 1,164,145 )
( 817,906 )
FINANCING
ACTIVITIES:
Proceeds
from bank line of credit
-
2,500,000
Principal
payments under bank line of credit
( 3,400,000 )
( 300,000 )
NET
CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES
( 3,400,000 )
2,200,000
NET
CHANGE IN CASH AND CASH EQUIVALENTS
2,044,619
980,195
CASH
AND CASH EQUIVALENTS, BEGINNING OF YEAR
701,872
1,381,023
CASH
AND CASH EQUIVALENTS, END OF YEAR
$ 2,746,491
$ 2,361,218
SUPPLEMENTAL
DISCLOSURE OF CASH FLOW DATA:
Cash
paid for income taxes
$ -
$ 2,833
Interest
paid
$ 82,227
$ 23,444
SUPPLEMENTAL
DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Dividend
declared
$ 467,813
-
Initial
recognition of operating lease right-of-use asset
$ -
$ 2,113,581
Initial
recognition of operating lease liabilities
$ -
$ 2,113,581
The
accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
6
COFFEE
HOLDING CO., INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE
1 - BUSINESS ACTIVITIES
Coffee
Holding Co., Inc. (the “Company”) conducts wholesale coffee operations, including manufacturing, roasting, packaging, marketing
and distributing roasted and blended coffees for private labeled accounts and its own brands, and it sells green coffee. The Company
also manufactures and sells coffee roasters. The Company’s core product, coffee, can be summarized and divided into three product
categories (“product lines”) as follows:
Wholesale
Green Coffee: unroasted raw beans imported from around the world and sold to large and small roasters and coffee shop operators;
Private
Label Coffee: coffee roasted, blended, packaged and sold under the specifications and names of others, including supermarkets
that want to have their own brand name on coffee to compete with national brands; and
Branded
Coffee: coffee roasted and blended to the Company’s own specifications and packaged and sold under the Company’s
eight proprietary and licensed brand names in different segments of the market.
The
Company’s private label and branded coffee sales are primarily to customers that are located throughout the United States with
limited sales in Canada and certain countries in Asia. Such customers include supermarkets, wholesalers, and individually-owned and multi-unit
retailers. The Company’s unprocessed green coffee, which includes over 90 specialty coffee offerings, is sold primarily to specialty
gourmet roasters and to coffee shop operators in the United States with limited sales in Australia and Canada.
The
Company’s wholesale green, private label, and branded coffee product categories generate revenues and cost of sales individually
but incur selling, general and administrative expenses in the aggregate. There are no individual product managers and discrete financial
information is not available for any of the product lines. The Company’s product portfolio is used in one business and it operates
and competes in one business activity and economic environment. In addition, the three product lines share customers, manufacturing resources,
sales channels, and marketing support. Thus, the Company considers the three product lines to be one single reporting segment.
Liquidity
The
Company’s line of credit will become due June 28, 2026 (see Note 6). The agreement requires the Company to maintain compliance
with certain financial covenants computed on a quarterly and annual basis. As of January 31, 2026, the Company is in compliance with
those financial covenants. The Company is in a net income position for the three months ended January 31, 2026 of $ 1,648,320 and a net
working capital surplus of $ 22,553,899 . As a result, the Company does not believe that substantial doubt is raised regarding the Company’s
ability to continue as a going concern and the ability to meet its obligations as they become due within twelve months from the date
the condensed consolidated financial statements are issued.
7
COFFEE
HOLDING CO., INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE
2 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis
of Presentation
The
Company’s fiscal year ends on October 31 of each calendar year. The accompanying interim condensed consolidated financial statements
are unaudited and have been prepared on substantially the same basis as its annual consolidated financial statements for the fiscal year
ended October 31, 2025. In the opinion of the Company’s management, these interim condensed consolidated financial statements reflect
all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair statement of its financial position,
results of operations and cash flows for the periods presented. The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts
of revenue and expenses during the reporting periods. Actual results could differ from these estimates. The October 31, 2025 year-end
condensed consolidated balance sheet data in this document was derived from audited consolidated financial statements. These condensed
consolidated financial statements and notes included in this quarterly report on Form 10-Q does not include all disclosures required
by U.S. generally accepted accounting principles (“U.S. GAAP”) and should be read in conjunction with the Company’s
audited consolidated financial statements as of and for the year ended October 31, 2025 and notes thereto included in the Company’s
fiscal 2025 Annual Report on Form 10-K, filed with the Securities and Exchange Commission (“SEC”) on January 28, 2026 (the
“2025 Annual Report”). The results 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.
The
condensed consolidated financial statements include the accounts of the Company, the Company’s subsidiaries, Organic Products Trading
Company, LLC (“OPTCO”), Sonofresco, LLC (“SONO”), Comfort Foods, Inc., and Second Empire, LLC (“Second
Empire”). All significant inter-company balances and transactions have been eliminated in consolidation. The consolidated financial
statements have been prepared in accordance with US GAAP and comply with SEC reporting requirements.
Significant
Accounting Policies
The
significant accounting policies used in the preparation of these condensed consolidated financial statements are disclosed in the Company’s
2025 Annual Report, and there have been no changes to the Company’s significant accounting policies during the three months ended
January 31, 2026.
Revenue
Recognition
The
Company recognizes revenue in accordance with the five-step model as prescribed by the Financial Accounting Standards Board (“FASB”)
Accounting Codification (“ASC”) Topic 606 (“ASC 606”) in which the Company evaluates the transfer of promised
goods or services and recognizes revenue when its customer obtains control of promised goods or services in an amount that reflects the
consideration which the Company expects to be entitled to receive in exchange for those goods or services. To determine revenue recognition
for the arrangements that the Company determines are within the scope of ASC 606, the Company performs the following five steps: (1)
identify the contract(s) with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price,
(4) allocate the transaction price to the performance obligations in the contract and (5) recognize revenue when (or as) the entity satisfies
a performance obligation.
Equity
Investments
The
Company accounts for its investment in equity securities in accordance with ASC 321, Investments—Equity Securities. The investment
represents a noncontrolling ownership interest in a privately held company and does not provide the Company with the ability to exercise
significant influence over the investee.
Because
the investment does not have a readily determinable fair value, it is accounted for using the measurement alternative, under which the
investment is recorded at cost, less impairment, if any, and adjusted for observable price changes in orderly transactions for identical
or similar investments of the same issuer. The Company evaluates the investment for impairment or observable price changes each reporting
period. Any impairment losses or adjustments resulting from observable price changes are recognized in earnings.
8
COFFEE
HOLDING CO., INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
The
following table presents revenues by product line for the three months ended January 31, 2026 and 2025:
SCHEDULE OF REVENUE
2026
2025
Three
Months Ended January 31,
2026
2025
Green
$ 8,834,994
$ 8,893,954
Packed
16,730,846
12,411,331
Totals
$ 25,565,840
$ 21,305,285
Revenues
$ 25,565,840
$ 21,305,285
Recent
Accounting Pronouncements - Adopted
In
December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 is intended
to improve income tax disclosure requirements by requiring (1) consistent categories and greater disaggregation of information in the
rate reconciliation and (2) the disaggregation of income taxes paid by jurisdiction. The guidance in ASU 2023-09 is effective for annual
reporting periods in fiscal years beginning after December 15, 2024. The Company adopted ASU 2023-09 on November 1, 2025. The adoption
of ASU 2023-09 did not have a material impact on the Company’s condensed consolidated financial statements and related disclosures.
9
COFFEE
HOLDING CO., INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE
3 - BUSINESS COMBINATION
On
November 6, 2024, the Company (through its wholly-owned subsidiary, Second Empire) purchased the remaining assets of Empire Coffee Company
for $ 800,000 in a Uniform Commercial Code (“UCC”) Chapter 9 sale (the “Second Empire Acquisition”). Operations
of Second Empire will include roasting and packing for current Company’s customers as well as customers of Empire Coffee. The results
of Second Empire are included in the Company’s condensed consolidated financial statements from the date of acquisition.
The
Company has accounted for the Second Empire Acquisition as a business combination using the acquisition method of accounting, whereby
the total purchase price was allocated to the acquired identifiable net assets purchased in the Second Empire Acquisition based on assessments
of their respective fair values. The assets purchased consisted of equipment, accounts receivable and inventories. The Company has determined
that no portion of the purchase price is allocated to intangible assets as there were no acquired intangibles that are considered identifiable
under ASC 805. Based on a fair value assessment, all value has been attributed to tangible assets. Second Empire will operate as a 100 %
wholly owned subsidiary of the Company. The following tables summarize the fair values of consideration transferred and the fair values
of identified assets acquired at the date of acquisition:
SCHEDULE OF BUSINESS COMBINATION
Accounts
Receivable
$ 531,585
Inventory
268,415
Total
purchase price
$ 800,000
In
connection with this transaction, the Company entered into a 4
four-year lease with 21 Grace Church Street Realty LLC for the existing property at 21 Grace Church Street, Port Chester, NY 10573
where Empire Coffee Company had its offices and production facility.
NOTE
4 - INVENTORIES
Inventories
at January 31, 2026 and October 31, 2025 consisted of the following:
SCHEDULE OF INVENTORIES
January
31, 2026
October
31, 2025
Packed
coffee
$ 2,831,656
$ 1,767,614
Green
coffee
14,021,632
16,551,660
Roasters
and parts
402,679
429,466
Packaging
supplies
1,732,305
1,697,741
Totals
$ 18,988,272
$ 20,446,481
Inventories
$ 18,988,272
$ 20,446,481
10
COFFEE
HOLDING CO., INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE
5 – COMMODITIES HELD BY BROKER
The
Company has used, and intends to continue to use in a limited capacity, short term coffee futures and options contracts primarily for
the purpose of partially hedging and minimizing the effects of changing green coffee prices and to reduce cost of sales.
The
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. The Company uses options and futures contracts, which are not designated or qualifying as hedging
instruments, to partially hedge the effects of fluctuations in the price of green coffee beans. Options and futures contracts are level
1 investments recognized at fair value in the condensed consolidated financial statements with current recognition of gains and losses
on such positions. The Company’s accounting for options and futures contracts may impact earnings volatility in any particular
period. The Company records all open contract positions on the condensed consolidated balance sheets at fair value in the due from and
due to broker line items and typically do not offset these assets and liabilities.
The
Company classifies its options and future contracts as trading securities and accordingly, realized and unrealized holding gains and
losses are included in the condensed consolidated statements of operations as a component of cost of sales.
The
Company recorded realized and unrealized gains and losses respectively, on these contracts as follows:
Schedule
of Realized and Unrealized Gains and Losses on Contracts
2026
2025
Three Months
Ended January 31,
2026
2025
Gross realized gains
$ 1,040,648
$ 994,001
Unrealized (losses) gains, net
( 664,310 )
742,918
Totals
$ 376,338
$ 1,736,919
NOTE
6 - LINE OF CREDIT
On
June 27, 2024, the Organic Trading Products Trading Company, LLC (“OPTCO” and together with us, collectively referred to
herein as the “Borrowers”) entered into the Tenth Loan Modification Agreement with Webster Financial Corp. (“Webster”)
which amended the Amended and Restated Loan and Security Agreement (“A&R Loan Agreement”) to, among other things: (i)
provide for a new loan maturity date of June 29, 2025 , (ii) provide that the applicable margin requirement for any revolving loan outstanding
under the A&R Loan Agreement to 2.25 %, (iii) provide that the maximum facility amount shall be $ 10,000,000 and (iv) to adjust certain
definitions and terms related to the borrowing base and leverage ratios applicable to the A&R Loan Agreement. The average interest
for the three months ended January 31, 2026 was 6.04 %.
On
April 17, 2025, the Borrowers entered into the Eleventh Loan Modification Agreement with Webster which, among other things, amended the
A&R Loan Agreement to provide for a new loan maturity date of June 28, 2026.
On March 4, 2026, the Borrowers entered into a Twelfth Loan Modification Agreement with Webster, which amended the A&R Loan Agreement
to extend the maturity date to December 28, 2026. All other terms of the Loan Agreement remain unchanged and in full force and effect.
Each
of the A&R Loan Facility and A&R Loan Agreement contains covenants, subject to certain exceptions, that place annual restrictions
on the Borrowers’ operations, including covenants relating to debt restrictions, capital expenditures, indebtedness, minimum deposit
restrictions, tangible net worth, net profit, leverage, employee loan restrictions, dividend and repurchase restrictions (common stock
and preferred stock), and restrictions on intercompany transactions. The outstanding balance on the Company’s line of credit was
$ 2,650,000 and $ 6,050,000 as of January 31, 2026, and October 31, 2025, respectively.
NOTE
7 - INCOME TAXES
The
Company accounts for income taxes pursuant to the asset and liability method which requires deferred income tax assets and liabilities
to be computed for net operating loss carryforwards and temporary differences between the financial statement and tax basis of assets
and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the
periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce
deferred tax assets to the amount expected to be realized. The income tax provision or benefit is the tax incurred for the period plus
or minus the change during the period in deferred tax assets and liabilities.
11
COFFEE
HOLDING CO., INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
As
of January 31, 2026 and October 31, 2025, 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, 2026 and October
31, 2025, the Company had no accrued interest or penalties related to income taxes. The Company currently has no federal or state tax
examinations in progress.
The
Company files a U.S. federal income tax return and California, Colorado, Connecticut, Florida, Idaho, Illinois, Kansas, Louisiana, Massachusetts,
Michigan, Montana, New Jersey, New York, Oregon, Pennsylvania, Rhode Island, South Carolina, Tennessee, Texas, and Virginia state tax
returns.
For
the three months ended January 31, 2026 and 2025, the Company recorded income tax expense of $ 662,690 and $ 406,092 , respectively. The
increase in income tax expense for the three months ended January 31, 2026 compared to the prior year period was primarily driven by
an increase in pre-tax income.
On
July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the United States. The OBBBA includes the permanent
extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration
of favorable tax treatment for certain business provisions, including immediate expensing for domestic research expenditures. Additionally,
the OBBBA allows accelerated tax deductions for qualified property. The legislation has multiple effective dates, with certain provisions
effective in 2025 and others implemented through 2027. The Company is currently assessing the impact of the OBBBA on its condensed consolidated
financial statements.
Note
8 - EARNINGS PER SHARE
The
Company presents “basic” and “diluted” earnings per common share pursuant to the provisions included in ASC Topic
260, “Earnings (loss) per Share,” and certain other financial accounting pronouncements. Basic earnings per common share
is 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.
The
weighted average common shares outstanding used in the computation of basic and diluted earnings per share were 5,708,599 for the three-months
ending January 31, 2026 and 2025. The Company has 921,000 outstanding stock options which have not been included in the calculation of
diluted earnings per share because they are antidilutive.
NOTE
9 - COMMITMENTS AND CONTINGENCIES
Legal
Proceedings
The
Company and its subsidiaries are not involved in any pending proceedings other than ordinary routine litigation incidental to their business.
Management believes none of these proceedings, if determined adversely, would have a material effect on the business or financial condition
of the Company or its subsidiaries.
12
COFFEE
HOLDING CO., INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE
10 - LEASES
The
following summarizes the Company’s operating leases:
SCHEDULE OF OPERATING LEASES
January
31, 2026
October
31, 2025
Right-of-use
operating lease assets
$ 1,917,620
$ 2,084,175
Current
lease liability
871,265
811,975
Non-current
lease liability
1,305,288
1,530,096
Total
lease liability
$ 2,176,553
$ 2,342,071
The
amortization of the right-of-use assets for the three months ended January 31, 2026 and 2025 was $ 166,555 and $ 189,962 , respectively.
Weighted
average remaining lease term
2.75
Weighted
average discount rate
6.98 %
Maturities
of lease liabilities by year for our operating leases are as follows:
SCHEDULE OF MATURITY LEASE LIABILITY
2026
$ 711,245
2027
860,331
2028
766,322
2029
66,619
Thereafter
-
Total
lease payments
2,404,517
Less:
imputed interest
( 227,964 )
Present
value of operating lease liabilities
$ 2,176,553
The
aggregate cash payments under these leasing agreements were $ 277,629 and $ 189,962 for the three months ended January 31, 2026 and 2025,
respectively.
Variable
lease payments were $ 74,102 and $ 6,658 during the three months ended January 31, 2026 and 2025, respectively. Operating lease costs were
$ 245,600 for each of the three months ended January 31, 2026 and 2025.
In
November 2024, the Company entered into a new lease in connection with the Second Empire Acquisition. As a result, the Company recognized
a right-of-use asset and lease liability of $ 2,113,581 in connection with such new lease.
13
COFFEE
HOLDING CO., INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
In
October 2025, the Company ceased operations of its Comfort Foods manufacturing subsidiary and exited the leased facility located in North
Andover, Massachusetts. The lease for this facility was scheduled to expire on May 31, 2028. Upon the closure of Comfort Foods, the Company determined that the right-of-use asset associated with the lease was
fully impaired, as the facility would no longer be utilized in the Company’s operations. The impairment was recognized in a prior
reporting period. Based on ongoing legal discussions with the landlord and management’s estimate of the expected settlement amount,
the Company estimates that the remaining lease liability associated with this facility is approximately $ 200,000 as of January 31, 2026,
representing management’s current estimate of the expected settlement obligation.
NOTE
11 - RELATED PARTY TRANSACTIONS
In
January 2005, the Company established the “Coffee Holding Co., Inc. Non-Qualified Deferred Compensation Plan.” Currently,
there is only one participant in the plan: the Company’s Chief Executive Officer. Within the plan guidelines, this employee is
deferring a portion of his current salary and bonus. The assets are held in a separate trust. The deferred compensation payable represents
the liability due to the Chief Executive Officer of the Company. The assets were $ 133,647 and $ 129,646 as of January 31, 2026, and October
31, 2025, respectively, and are included in Deposits and other assets in the accompanying balance sheets. The deferred compensation liability
at January 31, 2026 and October 31, 2025 was $ 133,647 and $ 129,646 , respectively.
NOTE
12 - STOCKHOLDERS’ EQUITY
a.
Treasury Stock. The Company utilizes the cost method of accounting for treasury stock. The cost of reissued shares is determined
under the last-in, first-out method. The Company did not purchase any shares during the three months ended January 31, 2026 and the year
ended October 31, 2025.
b.
Stock Options. The Company has an incentive stock plan, the 2013 Equity Compensation Plan (the “2013 Plan”), and on April
19, 2019, has granted 1,000,000 stock options to employees, officers and non-employee directors from the 2013 Plan each with an exercise
price of $ 5.43 . Options granted under the 2013 Plan may be Incentive Stock Options or Nonqualified Stock Options, as determined by the
Administrator at the time of grant. During the year ended October 31, 2025 and the three months ended January 31, 2026, no stock options
were granted, forfeited, or expired. As of January 31, 2026 and October 31, 2025, 921,000 options were exercisable.
The
Company recorded no stock-based compensation expense for the three months ended January 31, 2026 and 2025, as all stock option awards
were fully vested as of the beginning of the reporting period.
On
January 28, 2026, the Company’s Board of Directors approved a cash dividend of $ 0.08 per share, representing one-third of net income.
The dividend was payable on or about February 26, 2026 , to shareholders of record as of February 10, 2026 .
NOTE 13 – EQUITY INVESTMENT
In December 2025, the Company invested $ 850,000 in
The Ryl Company LLC pursuant to a subscription agreement in exchange for a non-controlling minority interest. The investment is passive
in nature, and the Company does not participate in the management or operations of The Ryl Company LLC. Accordingly, the Company does
not have the ability to exercise significant influence over the investee and accounts for the investment under ASC 321, Investments—Equity
Securities . The carrying amount of this investment as presented on the consolidated balance sheet at January 31, 2026 was $ 850,000 .
NOTE
14 – SEGMENT INFORMATION
ASC
Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about
operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise
for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker,
or group, in deciding how to allocate resources and assess performance.
14
COFFEE
HOLDING CO., INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
The
Company’s chief operating decision maker (“CODM”) is Andrew Gordon, President, Chief Executive Officer, Chief Financial
Officer, and Director. The Company has one reportable segment: coffee. The Company derives revenue primarily in North America and manages
the business activities on a consolidated basis.
The
coffee segment derives revenue from the sale of wholesale green coffee, private label coffee and branded coffee. Revenue for these product
lines is recognized upon shipment to the customer. The CODM assesses performance for the coffee segment and decides how to allocate resources
based on operating income that also is reported on statement of operations as consolidated income from operations. The measure of segment
assets is reported on the consolidated balance sheet as total consolidated assets.
When
evaluating the Company’s performance and making key decisions regarding resource allocation the CODM reviews the Trading Profit
and Operating Income table below:
SCHEDULE OF SEGMENT INFORMATION
January
31, 2026
January
31, 2025
Statement
of operations
For the three months ended
January
31, 2026
January
31, 2025
Net
sales
$ 25,565,840
$ 21,305,285
Cost
of Goods Sold (1)
18,913,161
17,310,278
Gross
Profit
6,652,679
3,995,007
Trading
Profit (1)
376,338
1,736,919
Overhead
(2)
4,652,275
4,140,895
Operating
income
$ 2,376,742
$ 1,591,031
(1) Trading profit
is included in cost of goods sold in the condensed consolidated statement of operations.
(2) Overhead includes
officers’ salaries and selling and administrative expenses included in the condensed consolidated statement of operations.
The
CODM uses operating income to evaluate income generated from segment assets (return on assets) in deciding whether to reinvest profits
into the coffee segment or into other parts of the entity such as for acquisitions or to pay dividends. Intra-entity sales and cash transfers
are eliminated in operating income used by the CODM.
NOTE
15 – SUBSEQUENT EVENTS
On
February 26, 2026, with approval of the Company’s board of directors, Coffee Holding Co., Inc. entered into an amendment to the
Amended and Restated Employment Agreement, dated April 11, 2008, with Andrew Gordon, the Company’s President, Chief Executive Officer,
Chief Financial Officer and Treasurer.
Pursuant
to the amendment, Mr. Gordon agreed to reduce his base salary from $ 325,000 to $ 80,000 per year, was granted the right to receive a $ 1.6
million incentive bonus if he remains employed through January 1, 2030 (payable by March 16, 2030), and will be required to execute a
general release to receive severance benefits.
On January 28th, 2026, the Company’s Board of Directors approved a cash dividend of $ 0.08 per share, representing one-third of net
income. The dividend was paid on or about February 26, 2026, to shareholders of record as of February 10, 2026.
15
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.