What changed in this filing

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Item 1. Financial Statements

2025-06-13 compared with 2025-03-21 · 163 added, 129 removed, 380 unchanged (43% of the section changed)

13 unchanged sentences

equipment, net

Customer list and relationships,

net of accumulated amortization of $ 278,125 and $ 310,383 for 2025 and 2024, respectively

list and relationships, net of accumulated amortization of $ 301,000 and $ 285,750 for 2025 and 2024, respectively

Trademarks and tradenames

6 unchanged sentences

Accounts payable and accrued

Line of credit

Due to broker

1 unchanged sentence

CURRENT LIABILITIES

Note payable – long

Line of credit

Lease liabilities –

5 unchanged sentences

Common stock, par value $ .001 per share;

30,000,000 shares authorized, 6,633,930 shares issued for January 31, 2025 and October 31, 2024;

5,708,599 shares outstanding for

January 31, 2025 and October 31, 2024

30,000,000 shares authorized, 6,633,930 shares issued for April 30, 2025 and October 31, 2024;

5,708,599 shares outstanding for April

30, 2025 and October 31, 2024

Additional paid in capital

1 unchanged sentence

common stock held in treasury, at cost;

925,331 shares for January 31, 2025 and October 31, 2024

925,331 shares for April 30, 2025 and October 31, 2024

( 4,633,560 )

5 unchanged sentences

CONSOLIDATED STATEMENTS OF OPERATIONS

MONTHS ENDED JANUARY 31, 2025 AND 2024

months ended January 31,

months ended April 30,

COST OF SALES

5 unchanged sentences

Interest expense

from equity method investments

INCOME BEFORE EXPENSE FOR

Gain(loss) from equity

method investments

INCOME (LOSS) BEFORE EXPENSE

FOR INCOME TAXES

Expense (benefit) for income

INCOME (LOSS)

Basic and diluted earnings

4 unchanged sentences

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

MONTHS ENDED JANUARY 31, 2025 AND 2024

THE THREE AND SIX MONTHS ENDED APRIL 30, 2024, AND 2025

Non-controlling

Balance October 31, 2023

October 31, 2023

$ ( 4,633,560 )

$ ( 244,462 )

Balance January 31, 2024

January 31, 2024

( 4,633,560 )

Balance, October 31, 2024

April 30, 2024

$ ( 4,633,560 )

$ ( 244,462 )

Balance, January 31, 2025

October 31, 2024

( 4,633,560 )

January 31, 2025

$ ( 4,633,560 )

income (loss)

April 30, 2025

$ ( 4,633,560 )

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

1 unchanged sentence

CONSOLIDATED STATEMENTS OF CASH FLOWS

MONTHS ENDED JANUARY 31, 2025 AND 2024

months ended January 31,

months ended April 30,

OPERATING ACTIVITIES:

3 unchanged sentences

Unrealized gain on commodities

Loss on equity method investments

Amortization of right-of-use asset

( 1,532,721 )

Amortization of right-of-use

Deferred income taxes

Changes in operating assets and liabilities:

Changes in operating assets

and liabilities:

Accounts receivable

( 1,241,503 )

Prepaid expenses and other current assets

Prepaid and refundable income taxes

Prepaid expenses and other

current assets

Prepaid and refundable

Lease liabilities

1 unchanged sentence

Deferred compensation payable

Accounts payable, accrued

payable, accrued expenses

cash (used in) provided by operating activities

Cash flows from investing

Purchases of machinery and equipment

( 1,555,954 )

Cash flows from investing activities:

Acquisition of Second Empire

Net cash used in investing

Cash paid for leasehold

Purchases of machinery

and equipment

from sale of investment

cash (used in) provided by investing activities

Cash flows from financing

Advances under bank line of credit

Principal payments on note payable

Payments on bank line

Proceeds from bank line

Principal payments on note

on bank line of credit

( 1,500,000 )

Net cash provided by (used

in) financing activities

( 6,620,000 )

cash provided by (used in) financing activities

( 6,622,909 )

Net change in cash and cash equivalents

8 unchanged sentences

OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

Initial recognition of operating lease

right-of-use asset

Initial recognition of operating lease liabilities

Initial recognition of

operating lease right-of-use asset

Initial recognition of

operating lease liabilities

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

33 unchanged sentences

certain financial covenants computed on a quarterly and annual basis.

As of January 31, 2025, the Company is in compliance with those

financial covenants.

The Company has net income for the three months ended January 31, 2025 of $ 1,153,256 and a net working capital surplus

of $ 22,386,733 .

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 the twelve months from the date the condensed consolidated

As of April 30, 2025, the Company is in compliance with those financial

The Company has net income for the six months ended April 30, 2025 of $ 1,797,311 and a net working capital surplus of $ 25,831,578 .

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 the twelve months from the date the condensed consolidated

financial statements are issued.

33 unchanged sentences

significant accounting policies used in the preparation of these condensed consolidated financial statements are disclosed in the Company’s

2024 10-K, and there have been no changes to the Company’s significant accounting policies during the three months ended January

2024 10-K, and there have been no changes to the Company’s significant accounting policies during the six months ended April 30,

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

7 unchanged sentences

a performance obligation.

following table presents revenues by product line for the three months ended January 31, 2025 and 2024:

Months Ended January 31,

following table presents revenues by product line for the six and three months ended April 30, 2025 and 2024:

Months Ended April 30,

HOLDING CO., INC.

22 unchanged sentences

it did result in enhanced disclosures.

November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic

Disaggregation of Income Statement Expenses (“ASU 2024-03”), and in January 2025, the FASB issued ASU 2025-01, Income

Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Clarifying the Effective Date (“ASU

ASU 2024-03 requires additional disclosure of the nature of expenses included in the income statement as well as disclosures

about specific types of expenses included in the expense captions presented in the income statement.

ASU 2024-03, as clarified by ASU

2025-01, is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December

15, 2027, with early adoption permitted.

The Company is currently evaluating the impact of these standards will have on it financial

Accounting Pronouncements – Not Yet Adopted

15 unchanged sentences

3 – Business Combination

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

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 provisional fair value estimates of the assets acquired are subject to

subsequent adjustments as additional information is obtained during the applicable measurement period.

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.

the Company determined that the acquired equipment had no value as it was originally purchased in the mid-1990s and has been fully

depreciated for a few years.

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:

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”).

of Second Empire will include roasting and packing for current Company’s customers as well as customers of Empire Coffee.

of Second Empire are included in the Company’s condensed consolidated financial statements from the date of acquisition.

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 provisional fair value estimates of the assets acquired are subject to subsequent adjustments as

additional information is obtained during the applicable measurement period.

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.

In addition, the Company determined that the acquired equipment

had no value as it was originally purchased in the mid-1990s and has been fully depreciated for a few years.

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:

of Business Combination

1 unchanged sentence

Total purchase price

acquired business contributed revenues of $ 727,884 and a loss of $ 280,537 to the Company for the period from November 6, 2024, to January

acquired business contributed revenues of $ 1,740,173 and a loss of $ 414,938 to the Company for the period from November 6, 2024, to April

There were no acquisition costs incurred.

connection with this transaction, the Company entered into a 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.

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

4 - Inventories

at January 31, 2025 and October 31, 2024 consisted of the following:

of Inventories

at April 30, 2025 and October 31, 2024 consisted of the following:

Schedule of Inventories

Packed coffee

20 unchanged sentences

of Realized and Unrealized Gains and Losses on Contracts

Months Ended January 31,

Months Ended April 30,

Gross realized gains

Gross realized losses

Unrealized gains (losses),

Gain (Loss) on Investments

Unrealized (losses)

( 1,164,647 )

Months Ended April 30,

Gross realized gains

Gross realized (losses) gains

Gross realized losses

Unrealized gains

6 - Line of Credit

31 unchanged sentences

Loan Agreement.

The average interest for the three months ended January 31, 2025 was 6.80 %.

The average interest for the six months ended April 30, 2025 was 6.74 %.

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 .

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 line of credit was

$ 2,200,000 and $ 0 as of January 31, 2025, and October 31, 2024, respectively.

$ 3,000,000 and $ 0 as of April 30, 2025, and October 31, 2024, respectively.

7 – Income Taxes

7 unchanged sentences

or minus the change during the period in deferred tax assets and liabilities.

of January 31, 2025 and October 31, 2024, the Company did no t have any unrecognized tax benefits or open tax positions.

of April 30, 2025 and October 31, 2024, 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, 2025 and October

As of April 30, 2025 and October

31, 2024, the Company had no accrued interest or penalties related to income taxes.

4 unchanged sentences

Michigan, Montana, New Jersey, New York, Oregon, Pennsylvania, Rhode Island, South Carolina, Tennessee, Texas, and Virginia state tax

Company’s expense or income taxes for the quarter ended January 31, 2025 and October 31, 2024, consisted of the

of Provision (benefit) for Income Tax

State and local

Income tax expense

reconciliation of the difference between the expected income tax rate using the statutory U.S.

federal tax rate and the Company’s

effective tax rate is as follows:

of Effective Income Tax Rate

Expense from tax at

the federal statutory rate

Goodwill impairment

Other permanent differences

Return to provision

Deferred Tax change in effective rate

State and local tax,

net of federal

Expense income taxes

Effective income tax

8 – Earnings Per Share

For the three months ended April

30, 2025 and 2024, the Company recorded income tax benefit (expense) of ($ 227,073 ) and $ 77,632 , respectively.

For the six months

ended April 30, 2025 and 2024, the Company recorded income tax expense of $ 633,165 and $ 64,705 , respectively.

8 – Earnings (loss) Per Share

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

260, “Earnings 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

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.

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, 2025, and 2024.

The Company has 1,000,000 options outstanding which have not been included in the calculation

of diluted earnings per share.

and six-months ending April 30, 2025, and 2024.

The Company has 921,000 options outstanding which have not been included

in the calculation of diluted earnings per share.

HOLDING CO., INC.

4 unchanged sentences

of the Company or its subsidiaries.

following summarizes the Company’s operating leases as of January 31, 2025 and October 31, 2024 :

following summarizes the Company’s operating leases as of April 30, 2025 and October 31, 2024:

of Operating Leases

4 unchanged sentences

Total lease liability

amortization of the right-of-use assets for the three months ended January 31, 2025 and 2024 was $ 189,962 and $ 82,322 , respectively.

amortization of the right-of-use assets for the three months ended April 30, 2025 and 2024 was $ 195,410 and $ 83,096 , respectively.

amortization of the right-of-use assets for the six months ended April 30, 2025, and 2024 was $ 385,372 and $ 123,456 , respectively.

lease payments were $ 106,000 and $ 31,700 during the three months ended April 30, 2025, and 2024, respectively.

Variable lease payments

were $ 271,000 and $ 62,300 during the six months ended April 30, 2025, and 2024, respectively.

lease costs were $ 491,200 and $ 237,672 for the six months ended April 30, 2025, and 2024, respectively.

Operating lease costs

were $ 245,600 and $ 195,600 for the three months ended April 30, 2025, and 2024, respectively.

weighted-average remaining lease term and the weighted-average discount rate of the Company’s leases were as follows:

35 unchanged sentences

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

The assets were $ 136,589 and $ 121,386 as of January 31, 2025, and October

The assets were $ 128,381 and $ 121,386 as of April 30, 2025, and October

31, 2024, respectively, and are included in Deposits and other assets in the accompanying balance sheets.

The deferred compensation liability

at January 31, 2025 and October 31, 2024 was $ 136,589 and $ 121,386 , respectively.

at April 30, 2025 and October 31, 2024 was $ 128,381 and $ 121,386 , respectively.

12 - Stockholders’ Equity

1 unchanged sentence

The cost of reissued shares is determined under the last-in, first-out

The Company did not purchase any shares during the three months ended January 31, 2025 and the year ended October 31, 2024.

Company has an incentive stock plan, the 2013 Equity Compensation Plan (the “2013 Plan”), and has granted stock options for

an aggregate of 1,000,000 shares to employees, officers and non-employee directors from the 2013 Plan with an exercise price of $ 5.43 .

The Company did not purchase any shares during the three and six months ended April 30, 2025 and the year ended October 31, 2024.

Company has an incentive stock plan, the 2013 Equity Compensation Plan (the “2013 Plan”), and has granted stock options

for an aggregate of 1,000,000 shares

to employees, officers and non-employee directors from the 2013 Plan 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.

No options were granted, forfeited or expired during the three months ended January 31, 2025 or for the year ended

October 31, 2024.

Company recorded no stock-based compensation expense for the three months ended January 31, 2025 and 2024, as all stock option awards

were fully vested as of the beginning of the reporting period.

were granted, forfeited or expired during the three and six months ended April 30, 2025.

No options were granted or expired

during the year ended October 31, 2024.

As of April 30, 2025, and October 31, 2024, 921,000 options

were exercisable.

Company recorded no stock-based compensation expense for the three and six months ended April 30, 2025 and 2024, as all stock option

awards were fully vested as of the beginning of the reporting period.

13 – Segment Information

7 unchanged sentences

The Company has one reportable segment:

The Company derives revenue in North America only and

manages the business activities on a consolidated basis.

The Company derives revenue primarily in North America and manages

the business activities on a consolidated basis.

coffee segment derives revenue from the sale of wholesale green coffee, private label coffee and branded coffee.

7 unchanged sentences

of operations

the three months ended

January 31, 2025

January 31, 2024

For the three months ended

Cost of Goods Sold (1)

( 18,620,992 )

( 15,424,604 )

Trading Profit (Loss) (1)

( 3,530,257 )

( 3,770,630 )

Operating income (loss)

of operations

For the six months ended

Cost of Goods Sold

( 35,931,270 )

( 31,834,742 )

Trading Profit (1)

( 7,671,152 )

( 6,634,018 )

Operating income

Costs of goods sold and

Trading profit is included in cost of sales in the consolidated statement of operations.

Overhead includes officers’

salaries and selling and administrative expenses included in the consolidated statement of operations.

of goods sold and Trading profit is included in cost of sales in the consolidated statement of operations.

includes officers’ salaries and selling and administrative expenses included in the consolidated statement of operations.

CODM uses operating income (loss) to evaluate income generated from segment assets (return on assets) in deciding whether to reinvest

2 unchanged sentences

cash transfers are eliminated in operating income (loss) used by the CODM.

14 - Subsequent Events

Company has evaluated all subsequent events through the date on which the condensed consolidated financial statements were available

for use and has determined that no events need to be reported.

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