Coffee Holding Co Inc 10-Q for FY2026 Q2
Coffee Holding Co Inc (JVA)
About this 10-Q
Coffee Holding Co Inc filed this 10-Q on June 12, 2026, covering the quarter ended April 30, 2026 (FY2026 Q2).
Headline figures
Quarter ended April 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $22.13M
- down 5.1% from $23.32M a year earlier
- Net income
- $262.49K
- down 59.2% from net income of $644.06K a year earlier
- Diluted EPS
- $0.05
- down 54.5% from $0.11 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
FOR
THE QUARTERLY PERIOD ENDED
OR
FOR THE TRANSITION PERIOD FROM _______________ TO _______________
COMMISSION
FILE NUMBER:
(Exact Name of Registrant as Specified in Its Charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
| (Address of principal executive offices) | (Zip Code) |
(Registrant’s telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The
|
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date.
shares of common stock, par value $ per share, are outstanding at June 12, 2026.
TABLE OF CONTENTS
| 2 |
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
COFFEE HOLDING CO., INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
| April 30, 2026 | October 31, 2025 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| CURRENT ASSETS: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable, net of allowances of $ | ||||||||
| Inventories | ||||||||
| Due from broker | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Prepaid and refundable income taxes | ||||||||
| TOTAL CURRENT ASSETS | ||||||||
| Building, machinery, and equipment, net | ||||||||
| Customer list and relationships, net of accumulated
amortization of $ | ||||||||
| Trademarks and tradenames | ||||||||
| Equity method investments | ||||||||
| Right of use asset | ||||||||
| Deferred income tax assets - net | ||||||||
| Deposits and other assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Line of credit | ||||||||
| Due to broker | ||||||||
| Lease liabilities - current portion | ||||||||
| TOTAL CURRENT LIABILITIES | ||||||||
| Lease liabilities - long term | ||||||||
| Deferred compensation payable | ||||||||
| TOTAL LIABILITIES | ||||||||
| Commitments and Contingencies (Note 10) | ||||||||
| STOCKHOLDERS’ EQUITY: | ||||||||
| Common stock, par value $ per share; shares authorized, shares issued for April 30, 2026 and October 31, 2025; shares outstanding for April 30, 2026 and October 31, 2025 | ||||||||
| Additional paid-in capital | ||||||||
| Retained earnings | ||||||||
| Less: common stock held in treasury, at cost; shares at April 30, 2026 and October 31, 2025 | ( | ) | ( | ) | ||||
| TOTAL STOCKHOLDERS’ EQUITY | ||||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | $ | ||||||
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 | 2026 | 2025 | |||||||||||||
| Six months ended April 30, | Three months ended April 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| NET SALES | $ | $ | $ | $ | ||||||||||||
| COST OF SALES | ||||||||||||||||
| GROSS PROFIT | ||||||||||||||||
| OPERATING EXPENSES: | ||||||||||||||||
| Selling and administrative | ||||||||||||||||
| Officers’ salaries | ||||||||||||||||
| TOTAL | ||||||||||||||||
| INCOME FROM OPERATIONS | ||||||||||||||||
| OTHER INCOME (EXPENSE): | ||||||||||||||||
| Interest income | ||||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Gain from equity method investment | ||||||||||||||||
| Other income | ||||||||||||||||
| TOTAL | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| INCOME BEFORE INCOME TAX | ||||||||||||||||
| Income Tax Provision | ||||||||||||||||
| NET INCOME | $ | $ | $ | $ | ||||||||||||
| Basic and diluted income per share | $ | $ | $ | $ | ||||||||||||
| Weighted average common shares outstanding: | ||||||||||||||||
| Basic and diluted | ||||||||||||||||
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 AND SIX MONTHS ENDED APRIL 30, 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 | $ | $ | ( | ) | $ | $ | $ | |||||||||||||||||||||
| Net income | - | - | ||||||||||||||||||||||||||
| Balance, January 31, 2025 | ( | ) | ||||||||||||||||||||||||||
| Net income | - | - | ||||||||||||||||||||||||||
| Balance, April 30, 2025 | $ | $ | $ | ( | ) | $ | $ | $ | ||||||||||||||||||||
| Balance, October 31, 2025 | $ | $ | ( | ) | $ | $ | $ | |||||||||||||||||||||
| Dividend declared at $ per common share outstanding | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Net income | - | - | ||||||||||||||||||||||||||
| Balance, January 31, 2026 | ( | ) | ||||||||||||||||||||||||||
| Net income | - | - | ||||||||||||||||||||||||||
| Balance, April 30, 2026 | $ | $ | $ | ( | ) | $ | $ | $ | ||||||||||||||||||||
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 | |||||||
| Six months ended April 30, | ||||||||
| 2026 | 2025 | |||||||
| OPERATING ACTIVITIES: | ||||||||
| Net income | $ | $ | ||||||
| Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Realized and unrealized gains, net | ( | ) | ( | ) | ||||
| Amortization of right-of-use asset | ||||||||
| Bad debt expense | ||||||||
| Deferred income taxes benefit | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ||||||
| Inventories | ( | ) | ||||||
| Prepaid expenses and other current assets | ( | ) | ||||||
| Prepaid and refundable income taxes | ||||||||
| Deposits and other assets | ( | ) | ||||||
| Accounts payable and accrued expense | ( | ) | ( | ) | ||||
| Change in lease liabilities | ( | ) | ( | ) | ||||
| Change in due/from broker | ||||||||
| Deferred compensation payable | ( | ) | ||||||
| NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES | ( | ) | ||||||
| INVESTING ACTIVITIES: | ||||||||
| Acquisition of Second Empire | ( | ) | ||||||
| Purchase of investment | ( | ) | ||||||
| Cash paid for leasehold improvements | ( | ) | ( | ) | ||||
| Purchases of building, machinery and equipment | ( | ) | ( | ) | ||||
| NET CASH USED IN INVESTING ACTIVITIES | ( | ) | ( | ) | ||||
| FINANCING ACTIVITIES: | ||||||||
| Payment of dividend | ( | ) | ||||||
| Proceeds from bank line of credit | ||||||||
| Principal payments under bank line of credit | ( | ) | ( | ) | ||||
| NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES | ( | ) | ||||||
| NET CHANGE IN CASH AND CASH EQUIVALENTS | ||||||||
| CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR | ||||||||
| CASH AND CASH EQUIVALENTS, END OF YEAR | $ | $ | ||||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW DATA: | ||||||||
| Cash paid for income taxes | $ | $ | ||||||
| Interest paid | $ | $ | ||||||
| SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | $ | $ | ||||||
| Initial recognition of operating lease right-of-use asset | $ | $ | ||||||
| Initial recognition of operating lease liabilities | ||||||||
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 December 28, 2026. The agreement requires the Company to maintain compliance with certain
financial covenants computed on a quarterly and annual basis. As of April 30, 2026, the Company is in compliance with those financial
covenants. The Company is in a net income position for the three and six months ended April 30, 2026, of $
| 7 |
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 and six months ended April 30, 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.
The following table presents revenues by product line for the three and six months ended April 30, 2026 and 2025:
SCHEDULE OF REVENUE
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Six months ended April 30, | Three months ended April 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Green | $ | $ | $ | $ | ||||||||||||
| Packed | ||||||||||||||||
| Totals | $ | $ | $ | $ | ||||||||||||
| Revenues | $ | $ | $ | $ | ||||||||||||
| 8 |
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.
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 guidance was adopted prospectively. The adoption of ASU 2023-09 did not have a material impact on the Company’s condensed consolidated financial statements and related disclosures.
Recent Accounting Pronouncements - Not Yet Adopted
The Company recently evaluated newly issued accounting pronouncements that are not yet adopted, notably ASU 2024-03 and ASU 2023-06. ASU 2024-03, effective for annual periods beginning after December 15, 2026, requires the tabular disaggregation of specific income statement expenses into natural categories, and the Company is currently assessing its impact on future disclosures. Concurrently, ASU 2023-06 aligns U.S. GAAP with existing SEC disclosure requirements using contingent effective dates; because the Company already complies with the underlying SEC regulations, this update is primarily an administrative alignment and is not expected to have a material impact on the consolidated financial statements or related disclosures.
NOTE 3 – REVISION OF PRIOR PERIOD FINANCIAL STATEMENTS
During the preparation of the Company’s condensed consolidated financial statements for the three and six months ended April 30, 2026, management identified a classification error related to certain costs that should have been presented within Cost of sales but were previously classified within Selling and administrative expenses. Management determined that presentation of these costs within Cost of sales better reflects the nature of the underlying expenses.
Accordingly,
the Company revised the presentation of certain costs previously reported in Selling and administrative expenses and reclassified such
amounts to Cost of sales. The revision increased Cost of sales and decreased Selling and administrative expenses by approximately $
The following tables summarize the effect of the revision on the Company’s condensed consolidated statements of operations:
SCHEDULE OF REVISION ON THE COMPANY’S CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Ended April 30, 2025
| (Unaudited) | As Previously Reported | Revision | As Revised | |||||||||
| Net sales | $ | $ | $ | |||||||||
| Cost of sales | ||||||||||||
| Gross profit | ( | ) | ||||||||||
| Selling and administrative expenses | ( | ) | ||||||||||
| Operating income | $ | |||||||||||
Six Months Ended April 30, 2025
| (Unaudited) | As Previously Reported | Revision | As Revised | |||||||||
| Net sales | $ | $ | $ | |||||||||
| Cost of sales | ||||||||||||
| Gross profit | ( | ) | ||||||||||
| Selling and administrative expenses | ( | ) | ||||||||||
| Operating income | $ | |||||||||||
Three Months Ended January 31, 2026
| (Unaudited) | As Previously Reported | Revision | As Revised | |||||||||
| Net sales | $ | $ | $ | |||||||||
| Cost of sales | ||||||||||||
| Gross profit | ( | ) | ||||||||||
| Selling and administrative expenses | ( | ) | ||||||||||
| Operating income | $ | |||||||||||
| 9 |
NOTE 4 - BUSINESS COMBINATION
On
November 6, 2024, the Company (through its wholly-owned subsidiary, Second Empire) purchased the remaining assets of Empire Coffee Company
for $
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
SCHEDULE OF BUSINESS COMBINATION
| Accounts Receivable | $ | |||
| Inventories | ||||
| Total purchase price | $ |
In
connection with this transaction, the Company entered into a
NOTE 5 - INVENTORIES
Inventories at April 30, 2026 and October 31, 2025 consisted of the following:
SCHEDULE OF INVENTORIES
| April 30, 2026 | October 31, 2025 | |||||||
| Packed coffee | $ | $ | ||||||
| Green coffee | ||||||||
| Roasters and parts | ||||||||
| Packaging supplies | ||||||||
| Totals | $ | $ | ||||||
| Inventories | $ | $ | ||||||
NOTE 6 - 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 | 2026 | 2025 | |||||||||||||
| Six months ended April 30, | Three months ended April 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Gross realized gains (losses), net | $ | $ | $ | ( | ) | $ | ||||||||||
| Unrealized gains (losses), net | ( | ) | ( | ) | ( | ) | ||||||||||
| Total | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||
| 10 |
NOTE 7 - 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
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
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
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 Company is in
compliance with financial covenants as of April 30, 2026. The outstanding balance on the Company’s line of credit was $
NOTE 8 - 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.
As
of April 30, 2026 and October 31, 2025, the Company did
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 April 30, 2026 and 2025, the Company recorded income tax expense of $
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.
| 11 |
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 for the three-months ended April 30, 2026 and 2025, respectively, and for the six-months ending April 30, 2026 and 2025, respectively. The Company has outstanding stock options which have not been included in the calculation of diluted earnings per share because they are antidilutive.
NOTE 10 - 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.
Executive Compensation Arrangement
On
February 26, 2026, the Company entered into an amendment to the employment agreement of Andrew Gordon, the Company’s President,
Chief Executive Officer, Chief Financial Officer and Treasurer. Pursuant to the amendment, Mr. Gordon agreed to reduce his annual base
salary from $
The
Company determined that the incentive bonus represents a service-based compensation arrangement and is being recognized over the requisite
service period from February 1, 2026 through January 1, 2030. As of April 30, 2026, the Company had recorded an accrued liability of
approximately $
NOTE 11 - LEASES
The following summarizes the Company’s operating leases:
SCHEDULE OF OPERATING LEASES
| April 30, 2026 | October 31, 2025 | |||||||
| Right-of-use operating lease assets | $ | $ | ||||||
| Current lease liability | ||||||||
| Non-current lease liability | ||||||||
| Total lease liability | $ | $ | ||||||
| 12 |
The
amortization of the right-of-use assets for the three months ended April 30, 2026 and 2025 was $
| Weighted average remaining lease term | ||||
| Weighted average discount rate | % |
Maturities of lease liabilities by year for our operating leases are as follows:
SCHEDULE OF MATURITY LEASE LIABILITY
| 2026 | $ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| Thereafter | ||||
| Total lease payments | ||||
| Less: imputed interest | ( | ) | ||
| Present value of operating lease liabilities | $ |
The
aggregate cash payments under these leasing agreements were $
Variable
lease payments were $
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 $
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 $
| 13 |
During
the three months ended April 30, 2026, the Company renewed the lease for its operating facility through March 31, 2029. As a result of
the lease renewal, the Company recognized an additional right-of-use asset and corresponding operating lease liability of approximately
$
NOTE 12 - 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 $
NOTE 13 - 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 and six months ended April 30, 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 stock options to employees, officers and non-employee directors from the 2013 Plan each with an exercise price of $. 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 and six months ended April 30, 2026, stock options were granted, forfeited, or expired. As of April 30, 2026 and October 31, 2025, options were exercisable.
The Company recorded stock-based compensation expense for the three and six months ended April 30, 2026 and 2025, as all stock option awards were fully vested as of the beginning of the reporting periods.
On
January 28, 2026, the Company’s Board of Directors approved a cash dividend of $ per share, representing one-third of net income.
The dividend was payable on or about
NOTE 14 - EQUITY INVESTMENT
In
December 2025, the Company invested $
NOTE 15 - 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 |
The
Company’s chief operating decision maker (“CODM”) is Andrew Gordon, President, Chief Executive Officer, Chief Financial
Officer, and Director. The Company has
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
| April 30, 2026 | April 30, 2025 | |||||||
| Statements of Operations | ||||||||
| For the three months ended | ||||||||
| April 30, 2026 | April 30, 2025 | |||||||
| Net sales | $ | $ | ||||||
| Cost of Goods Sold (1) | ( | ) | ( | ) | ||||
| Gross Profit | ||||||||
| Trading Profit (Loss) (1) | ( | ) | ( | ) | ||||
| Overhead (2) | ( | ) | ( | ) | ||||
| Operating income | $ | $ | ||||||
| April 30, 2026 | April 30, 2025 | |||||||
| Statements of Operations | ||||||||
| For the six months ended | ||||||||
| April 30, 2026 | April 30, 2025 | |||||||
| Net sales | $ | $ | ||||||
| Cost of Goods Sold (1) | ( | ) | ( | ) | ||||
| Gross Profit | ||||||||
| Trading Profit (Loss) (1) | ( | ) | ||||||
| Overhead (2) | ( | ) | ( | ) | ||||
| Operating income | $ | $ | ||||||
| (1) |
| (2) |
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 16 - SUBSEQUENT EVENTS
The 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.
| 15 |
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Cautionary Note on Forward-Looking Statements
Some of the matters discussed under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business,” “Risk Factors” and elsewhere in this quarterly report include forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. We have based these forward-looking statements upon information available to management as of the date of this quarterly report and management’s expectations and projections about future events, including, among other things:
| ● | our dependency on a single commodity could affect our revenues and profitability; | |
| ● | our success in expanding our market presence in new geographic regions; | |
| ● | the effectiveness of our hedging policy may impact our profitability; | |
| ● | our success in implementing our business strategy or introducing new products; | |
| ● | our ability to attract and retain customers; | |
| ● | our ability to obtain additional financing; | |
| ● | our ability to comply with the restrictive covenants we are subject to under our current financing; | |
| ● | the effects of competition from other coffee manufacturers and other beverage alternatives; | |
| ● | the impact to the operations of our Colorado facility; | |
| ● | general economic conditions and conditions which affect the market for coffee; | |
| ● | the macro global economic environment; | |
| ● | our ability to maintain and develop our brand recognition; | |
| ● | the impact of rapid or persistent fluctuations in the price of coffee beans; | |
| ● | fluctuations in the supply of coffee beans; | |
| ● | the volatility of our common stock; and | |
| ● | other risks which we identify in future filings with the Securities and Exchange Commission (the “SEC”). |
In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “predict,” “potential,” “continue,” “expect,” “anticipate,” “future,” “intend,” “plan,” “believe,” “estimate” and similar expressions (or the negative of such expressions). Any or all of our forward-looking statements in this quarterly report and in any other public statements we make may turn out to be wrong. They can be affected by inaccurate assumptions we might make or by known or unknown risks and uncertainties. Consequently, no forward-looking statement can be guaranteed. In addition, we undertake no responsibility to update any forward-looking statement to reflect events or circumstances, that occur after the date of this quarterly report.
Overview
We are an integrated wholesale coffee roaster and dealer primarily in the United States and one of the few coffee companies that offers a broad array of coffee products across the entire spectrum of consumer tastes, preferences and price points. As a result, we believe that we are well-positioned to increase our profitability and endure potential coffee price volatility throughout varying cycles of the coffee market and economic conditions.
Our operations have primarily focused on the following areas of the coffee industry:
| ● | the sale of wholesale specialty green coffee; | |
| ● | the roasting, blending, packaging and sale of private label coffee; | |
| ● | the roasting, blending, packaging and sale of our eight brands of coffee; and | |
| ● | sales of our tabletop coffee roasting equipment. |
Our operating results are affected by a number of factors including:
| ● | the level of marketing and pricing competition from existing or new competitors in the coffee industry; | |
| ● | our ability to retain existing customers and attract new customers; |
| 16 |
| ● | our hedging policy; | |
| ● | fluctuations in purchase prices and supply of green coffee and in the selling prices of our products; and | |
| ● | our ability to manage inventory and fulfillment operations and maintain gross margins. |
Our net sales are driven primarily by the success of our sales and marketing efforts and our ability to retain existing customers and attract new customers. For this reason, we have made, and will continue to evaluate, strategic decisions to invest in measures that are expected to increase net sales. These transactions include our acquisition of Premier Roasters, LLC, including equipment and a roasting facility in La Junta, Colorado, the addition of a west coast sales manager to increase sales of our private label and branded coffees to new customers and the transaction with OPTCO. On June 29, 2016, we purchased substantially all the assets, including equipment, inventory, customer lists and relationships of Coffee Kinetics, LLC., a Washington limited liability company. On February 24, 2017, we acquired 100% of the capital stock of Common Foods, Inc. (“CFI”), a Massachusetts based medium sized coffee roaster, manufacturing both branded and private label coffee for retail and foodservice customers. On November 11, 2024, we acquired substantially all of the assets of Empire Coffee Company, a New York-based long-running private-label roaster.
Our net sales are affected by the price of green coffee. We purchase our green coffee from dealers located primarily within the United States. The dealers supply us with coffee beans from many countries, including Colombia, Mexico, Kenya, Indonesia, Brazil and Uganda. The supply and price of coffee beans are subject to volatility and are influenced by numerous factors which are beyond our control. For example, in Brazil, which produces approximately 40% of the world’s green coffee, the coffee crops are historically susceptible to frost in June and July and drought in September, October and November. However, because we purchase coffee from a number of countries and are able to freely substitute one country’s coffee for another in our products, price fluctuations in one country generally have not had a material impact on the price we pay for coffee. Accordingly, price fluctuations in one country generally have not had a material effect on our results of operations, liquidity and capital resources. Historically, because we generally have been able to pass green coffee price increases through to customers, increased prices of green coffee generally result in increased net sales, irrespective of sales volume.
The supply and price of coffee beans are subject to volatility and are influenced by numerous factors which are beyond our control. Historically, we have used, and intend to continue to use in a limited capacity, short-term coffee futures and options contracts primarily for the purpose of partially hedging the effects of changing green coffee prices, as further explained in Note 2 of the Notes to the condensed consolidated financial statements in this quarterly report. In addition, we acquired, and expect to continue to acquire, future contracts with longer terms, generally three to four months, primarily for the purpose of guaranteeing an adequate supply of green coffee. Realized and unrealized gains or losses on options and futures contracts are reflected in our cost of sales. Gains on options and futures contracts reduce our cost of sales and losses on options and futures contracts increase our cost of sales. The use of these derivative financial instruments has generally enabled us to mitigate the effect of changing prices. We believe that, in normal economic times, our hedging policies remain a vital element to our business model not only in controlling our cost of sales, but also giving us the flexibility to obtain the inventory necessary to continue to grow our sales while trying to minimize margin compression during a time of historically high coffee prices. However, no strategy can entirely eliminate pricing risks and we generally remain exposed to losses on futures contracts when prices decline significantly in a short period of time, and we would generally remain exposed to supply risk in the event of non-performance by the counterparties to any of our futures contracts. Although we have had net gains on options and futures contracts in the past, we have incurred significant losses on options and futures contracts during some recent reporting periods. In these cases, our cost of sales has increased, resulting in a decrease in our profitability or increase our losses. Such losses have and could in the future, materially increase our cost of sales and materially decrease our profitability and adversely affect our stock price. See “Part II. Item 1A – Risk Factors - If our hedging policy is not effective, we may not be able to control our coffee costs, we may be forced to pay greater than market value for green coffee and our profitability may be reduced.” Failure to properly design and implement an effective hedging strategy may materially adversely affect our business and operating results. If the hedges that we enter do not adequately offset the risks of coffee bean price volatility or our hedges result in losses, our cost of sales may increase, resulting in a decrease in profitability or increased losses. As previously announced, as a result of the volatile nature of the commodities markets, we have and are continuing to scale back our use of hedging and short-term trading of coffee futures and options contracts, and intend to continue to use these practices in a limited capacity going forward.
| 17 |
Critical Accounting Policies and Estimates
There have been no changes to our critical accounting policies during the three and six months ended April 30, 2026. Critical accounting policies and the significant estimates in accordance with such policies are regularly discussed with our Audit Committee. Those policies are discussed under “Critical Accounting Policies and Estimates” in “Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” as well as in our consolidated financial statements and notes thereto, each in our 2025 10-K.
RESULTS OF OPERATIONS
Three Months Ended April 30, 2026 Compared to the Three Ended April 30, 2025
Net Sales. Net sales totaled $22,126,156 for the three months ended April 30, 2026, a decrease of 1,193,905, or 5.1%, from $23,320,061 for the three months ended April 30, 2025. The decrease in net sales was primarily attributable to the rapid decline in green coffee prices that began in late January and continued throughout the quarter. In response to these market conditions, the Company reduced prices and increased promotional activity for its wholesale roasted coffee customers. In addition, the Company charged lower prices to its wholesale green coffee customers due to the decline in prevailing coffee market prices during the quarter.
Cost of Sales. Cost of sales for the three months ended April 30, 2026, was $18,639,088, or 84.2% of net sales, as compared to $19,589,889, or 84.0% of net sales, for the three ended April 30, 2025. Cost of sales consists primarily of the cost of green coffee and packaging materials and realized and unrealized gains or losses on hedging activity. While cost of sales decreased due to lower sales volume, cost of sales as a percentage of net sales increased slightly, primarily due to higher product and packaging costs during the current quarter.
Gross Profit. Gross profit for the three months ended April 30, 2026, was $3,487,068, a decrease of $243,104 from $3,730,172 for the three months ended April 30, 2025. Gross profit as a percentage of net sales was 15.8% for the three months ended April 30, 2026, compared to 16.0% for the three months ended April 30, 2025. The decrease in gross profit was primarily attributable to the lower sales volumes and pricing pressures discussed above.
Operating Expenses. Total operating expenses increased by $303,015 to $3,144,572 for the three months ended April 30, 2026, from $2,841,557 for the three months ended April 30, 2025. Selling and administrative expenses increased from $2,598,283 for the three months ended April 30, 2025, to $2,943,955 for the three months ended April 30, 2026. Operating expenses increased slightly compared to the prior-year period but remained generally consistent with historical levels.
Other Income (Expense). Other expense for the three months ended April 30, 2026 was $39,619, an increase of $22,132 from other income of $17,487 for the three months ended April 30, 2025. The increase in expense was primarily attributable to higher interest expense related to increased borrowings outstanding under the Company’s line of credit during the current periods.
Income Before Provision For Income Taxes. We had income of $302,877 before income taxes for the three months ended April 30, 2026, compared to income of $871,128 for the three months ended April 30, 2025, resulting in a net change of $568,251 for the three months ended April 30, 2026. The decrease was primarily attributable to the market conditions described above.
Income Taxes. Our expense for income taxes for the three months ended April 30, 2026 totaled $40,388, compared to an expense of $227,073 for the three months ended April 30, 2025. The change was attributable to the difference in the income for the three months ended April 30, 2026 versus the three months ended April 30, 2025.
| 18 |
Net Income. We had net income of $262,489 or $0.05 per share basic and diluted, for the three months ended April 30, 2026, compared to net income of $644,055, or $0.11 per share basic and diluted, for the three months ended April 30, 2025. The change in net income was due to our results of operations as described above.
Six Months Ended April 30, 2026 Compared to the Six Ended April 30, 2025
Net Sales. Net sales totaled $47,691,996 for the six months ended April 30, 2026, an increase of $3,066,650, or 6.9%, from $44,625,346 for the six months ended April 30, 2025. The increase in net sales was driven by higher sales to legacy customers, incremental sales to new customers, and a full six months of Second Empire customer sales in the current periods, partially offset by the loss of Comfort Foods customer sales.
Cost of Sales. Cost of sales for the six months ended April 30, 2026, was $38,079,991, or 79.8% of net sales, as compared to $36,009,105, or 80.69% of net sales, for the six months ended April 30, 2025. Cost of sales consists primarily of the cost of green coffee and packaging materials and realized and unrealized gains or losses on hedging activity. For the six months ended April 30, 2026, the net result of our hedging activities resulted in a gain of approximately 161,048, compared to the six months ended April 30, 2025, in which the net result of our hedging activities resulted in a gain of approximately 1,456,722. The increase in cost of sales was primarily attributable to higher sales volume during the current period and lower gains from hedging activities compared to the prior-year period. Despite the increase in cost of sales dollars, cost of sales as a percentage of net sales decreased compared to the prior-year period.
Gross Profit. Gross profit for the six months ended April 30, 2026, was $9,612,005, an increase of $995,764 from $8,616,241 for the six months ended April 30, 2025. Gross profit as a percentage of net sales was 20.2% for the six months ended April 30, 2026, compared to 19.3% for the six months ended April 30, 2025. The change in gross profit was due to our results of net sales and cost of sales as described above.
Operating Expenses. Total operating expenses increased by $756,172 to $6,892,767 for the six months ended April 30, 2026, from $6,136,595 for the six months ended April 30, 2025. Selling and administrative expenses increased from $5,682,024 for the six months ended April 30, 2025, to $6,483,162 for the six months ended April 30, 2026. Operating expenses increased modestly compared to the prior-year period, while continuing to benefit from improved operating efficiencies and lower administrative costs.
Other Income (Expense). Other expense for the six months ended April 30, 2026 was $105,350, an increase of $56,181 from other income of $49,170 for the six months ended April 30, 2025. The increase in expense was primarily attributable to higher interest expense related to increased borrowings outstanding under the Company’s line of credit during the current periods.
Income Before Provision For Income Taxes. We had income of $2,613,887 before income taxes for the six months ended April 30, 2026, compared to income of $2,430,476 for the six months ended April 30, 2025, resulting in a net change of $183,411 for the six months ended April 30, 2026. The change was due to the conditions described above.
Income Taxes. Our expense for income taxes for the six months ended April 30, 2026 totaled $703,078, compared to an expense of $633,165 for the six months ended April 30, 2025. The change was attributable to the difference in the income for the six months ended April 30, 2026 versus the six months ended April 30, 2025.
Net Income. We had net income of $1,910,809 or $0.33 per share basic and diluted, for the six months ended April 30, 2026, compared to net income of $1,797,311, or $0.31 per share basic and diluted, for the six months ended April 30, 2025. The change in net income was due to our results of operations as described above.
| 19 |
Liquidity and Capital Resources
As of April 30, 2026, we had working capital of $23,193,100, which represented a $559,808 increase from our working capital of $22,633,292 at October 31, 2025. Our working capital remained relatively consistent during the periods.
On April 25, 2017, we and OPTCO (together with us, 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”), which was later acquired by Webster Financial Corp. (“Webster”), which consolidated (i) the financing agreement between us and Sterling, dated February 17, 2009, as modified, (the “Company Financing Agreement”) and (ii) the financing agreement between us, as guarantor, OPTCO and Sterling, dated March 10, 2015 (the “OPTCO Financing Agreement”), amongst other things.
On June 27, 2024, we reached an agreement for a new loan modification agreement with Webster which (i) provided for a new loan maturity date of June 29, 2025, (ii) provided that the applicable margin requirement for any revolving loan outstanding under the A&R Loan Agreement be 2.25%, (iii) provided that the maximum facility amount shall be $10,000,000 and (iv) adjusted certain definitions and terms related to the borrowing base and leverage ratios applicable to the A&R Loan Agreement.
On April 17, 2025, the Borrowers entered into the Eleventh Loan Modification Agreement with Webster which (i) amended the A&R Loan Agreement to provide for a new loan maturity date of June 28, 2026 and (ii) provided limited consent for the Company to declare dividends to shareholders for its fiscal year ending October 31, 2025.
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 April 30, 2026, and October 31, 2025, respectively.
For the six months ended April 30, 2026, our operating activities provided net cash of $6,648,313, as compared to the six months ended April 30, 2025, when operating activities used net cash of $1,555,954, respectively. The increase primarily relates to decreases to inventory and accounts receivable offset by a decrease in accounts payable and accrued expenses.
For the six months ended April 30, 2026, our investing activities used net cash of $1,159,598, as compared to the six months ended April 30, 2025, when net cash used in investing activities was $992,907. The change is primarily attributable to capital expenditures related to leasehold improvements at the Second Empire location, as well as the purchase of an investment during the current six-month period.
For the six months ended April 30, 2026, our financing activities had net cash used of $3,867,813, compared to net cash provided by financing activities of $3,000,000, for the six months ended April 30, 2025. The year-over-year change in cash flows from financing activities was primarily attributable to activity on the Company’s line of credit.
We expect to fund our operations, including paying our liabilities, funding capital expenditures and making required payments on our indebtedness, through at least the next twelve months from the date these condensed consolidated financial statements are issued, with cash provided by operating activities and the use of our credit facility. In addition, an increase in eligible accounts receivable and inventory would permit us to make additional borrowings under our line of credit.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
| 20 |
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Management, which includes our President, Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based upon that evaluation, our President, Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective due to the existence of material weaknesses in our internal control over financial reporting.
Material Weakness Over Financial Reporting
We determined that there were inappropriate system access controls over the financial reporting system. These controls were not designed to prevent or detect unauthorized changes to source information or implement an appropriate level of segregation of duties. Accordingly, management has determined that this control deficiency constituted a material weakness.
We also concluded that we lacked adequate controls with respect to recording year end accruals for vendor liabilities. Accordingly, management has determined that this control deficiency constituted a material weakness.
Notwithstanding such material weaknesses, we believe the financial information presented herein is materially correct and fairly presents the financial position and operating results for the three and six months ended April 30, 2026 in conformity with U.S. GAAP for interim financial information and in accordance with the rules and regulations of the SEC.
Remediation Plan for the Material Weaknesses
As previously disclosed in Item 9A of our 2025 Annual Report, to remediate the material weaknesses identified above, we are initiating controls and procedures in order to:
| ● | Enhance system access controls and segregation of duties through role-based access restrictions and periodic user access reviews. | |
| ● | Strengthen year-end financial close and review procedures, including formalized controls over vendor accruals. |
The material weaknesses identified above will not be considered remediated until our remediation efforts have been fully implemented and we have concluded that these controls are operating effectively.
Management does not expect that our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control systems are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in a cost-effective control system, no evaluation of internal control over financial reporting can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been or will be detected.
Changes in Internal Control over Financial Reporting
Other than the changes intended to remediate the material weaknesses as discussed above, there was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter ended April 30, 2026 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
| 21 |
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 1A. RISK FACTORS
Our operations and financial results are subject to various risks and uncertainties, including those described in Part I, Item 1A, “Risk Factors” in our 2025 Annual Report. There have been no material changes to our risk factors since the 2025 Annual Report.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
(a) None.
(b) None.
(c)
During the fiscal quarter ended April 30, 2026, no director or “officer” (as defined in Rule 16a-1(f) under the Exchange
Act) of the Company
ITEM 6. EXHIBITS
| Exhibit Number | Description | |
| 10.1 | Amendment No. 1 to Amended and Restated Employment Agreement, dated as of February 26, 2026, by and between Andrew Gordon and Coffee Holding Co., Inc. (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 27, 2026). | |
| 19.1 | Insider Trading Policy of Coffee Holding Co., Inc. | |
| 31.1 | Principal Executive Officer and Principal Financial Officer’s Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* | |
| 32.1 | Principal Executive Officer and Principal Financial Officer’s Certification furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.** | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
| * Filed herewith | ||
| ** Furnished herewith | ||
| 22 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized.
| Coffee Holding Co., Inc. | |||
| Date: | June 12, 2026 | By: | /s/ Andrew Gordon |
| Name: | Andrew Gordon | ||
| Title: | President, Chief Executive Officer and Chief Financial Officer | ||
| 23 |
Exhibit 19.1
March 2012
COFFEE HOLDING CO., INC.
AMENDED & RESTATED
STATEMENT
OF COMPANY POLICY
REGARDING CONFIDENTIAL INFORMATION AND STOCK
AND SECURITIES TRADING BY DIRECTORS, OFFICERS AND EMPLOYEES
Why Coffee Holding Co., Inc. is Adopting a Written Policy Statement.
The Securities and Exchange Commission (“SEC”), the Nasdaq Stock Market (“Nasdaq”) and federal prosecutors vigorously pursue violations of the federal securities laws, including insider trading violations. The penalties are not limited to those who actually engage in illegal trading. Under the various laws designed to prevent insider trading, substantial penalties may be imposed on companies that fail to take appropriate steps to prevent illegal trading or “tipping” of inside information by their employees. As a consequence, Coffee Holding Co., Inc. (the “Company”) finds it necessary to adopt preventive policies and procedures covering securities trading by company personnel.
In addition to our concern over corporate liability under the federal securities laws, we are committed to avoiding even the appearance of improper or inappropriate conduct on the part of anyone employed by or associated with the Company. We have all worked hard over the years to establish our reputation for integrity and ethical conduct. It is our most important asset, and we must all protect it.
Insider Trading Violations and Their Consequences.
An “insider trading” violation occurs when a person buys or sells the securities of a company while in possession of material information about the company that is not known to the public or when a person gives a “tip” about such material non-public information to someone else who then trades in that company’s securities.
The consequences of insider trading violations can be severe. Individuals who trade on inside information or “tip” information to others can face severe penalties, including but not limited to disgorgement of profits made or the losses avoided by the trading or tipping, payment of the losses suffered by the person who purchased securities from or sold securities to the person violating the rules, payment of civil penalties of up to three times the profits made or losses avoided, payment of criminal monetary penalties, and the imposition of lengthy jail terms.
Moreover, if an employee violates the Company’s insider trading policy or procedures, Company imposed sanctions could result, including dismissal for cause. Needless to say, any of the above consequences, or even an SEC or Nasdaq investigation that does not result in prosecution or administrative penalty, can tarnish one’s reputation and irreparably damage a career.
| -1- |
March 2012
Statement of Policy.
The Company has adopted the following Statement of Policy:
If a director, officer or any employee obtains or becomes aware of material non-public information relating to the Company, it is the Company’s policy that neither that person nor any member of that person’s immediate family or any member of that person’s household may buy or sell securities of the Company or engage in any other action to take advantage of, or pass on to others, that information. This policy also applies to information relating to any other company obtained in the course of employment.
Transactions that may be necessary or justifiable for independent reasons (such as the need to raise money for any emergency expenditure) are no exception. The Company’s common stock should be viewed by all directors, officers and employees as a long-term investment and should not, either directly or indirectly, be used to “play the market” either through individual transactions or transactions under any employee benefit plan. Even the appearance of an improper or inappropriate transaction should be avoided to preserve the Company’s reputation for adhering to the highest standards of conduct.
Remember, if your securities transactions become the subject of scrutiny, they will be viewed after-the-fact with the benefit of hindsight. As a result, before engaging in any transaction you should carefully consider how regulators, prosecutors, courts and others might view your transaction in hindsight. Be advised that there are some employees of the SEC and Nasdaq and private attorneys whose primary job is to investigate and prosecute violations of the insider trading laws, and they will not give you the “benefit of the doubt” when reviewing your securities transactions.
Material Information. Under relevant court decisions, material information is any information that a reasonable investor would consider important in a decision to buy, hold or sell securities. Thus, any information which could reasonably affect the price of securities is material, as well as any information important to a decision of how to vote in a proxy contest or how to respond to a tender offer. Common examples of information that will frequently be regarded as material are:
| ■ | earnings or losses; |
| ■ | financial forecasts, especially projections of future earnings or losses; |
| ■ | news of a pending or proposed merger, acquisition or tender offer; |
| ■ | news of a significant purchase or sale of assets; |
| -2- |
March 2012
| ■ | news of significant new products; |
| ■ | news of significant customer agreements or partnering arrangements with other industry participants; |
| ■ | news of significant related party transactions; |
| ■ | news of top management or control changes; |
| ■ | news of significant write-offs; |
| ■ | changes in dividend policy or the declaration of a stock split or the offering of additional securities; |
| ■ | decisions to repurchase securities; changes in management; |
| ■ | significant changes in operations; |
| ■ | increases or decreases in non-performing assets; |
| ■ | extraordinary borrowings or investments; |
| ■ | major litigation; and financial liquidity; |
| ■ | changes in the Company’s auditors, or a notification from its existing auditors that the Company may no longer rely on the auditor’s reports; or |
| ■ | a ban on trading in the Company’s securities or the securities of another Company. |
Either positive or negative information may be material. When in doubt, assume that information about any of these items is material and has not been disclosed to the public.
When Information Is Public. It is also inadvisable for you to enter into a trade immediately after the Company has made a public announcement of material information, including earnings press releases. Because the Company’s shareholders and the investing public should be afforded the time to receive the information and act upon it, as a general rule you should not engage in any transactions until the third business day after a public announcement of material information. Thus, if any announcement is made during or after trading hours on a Monday, Thursday generally would be the first day on which you should trade. If an announcement is made prior to the opening of trading on a Monday, Wednesday generally should be the first day on which you should trade. If an announcement is made during or after trading hours on Friday, the following Wednesday generally would be the first day. For your reference, the Company’s quarterly and annual earnings press releases usually are issued during the third or fourth week following the conclusion of the period for which earnings are being reported.
| -3- |
March 2012
Tipping Information To Others. Whether the information is proprietary information about the Company or information that could have an impact on the price of the Company’s common stock, you must not pass the information on to others, including your family members. The above penalties apply whether or not you derive any benefit from another’s actions.
Transactions By Family Members. The same restrictions regarding insider trading apply to members of your immediate family, and others living in your household as well as any other person or entity (i.e., corporations, partnerships, etc.) with whom you may be deemed to share beneficial ownership of the Company’s common stock. Each employee is responsible for the compliance of such persons and entities.
Requirements Applicable to Directors, Officers and Employees.
All directors, officers and employees of the Company shall comply with the following guidelines and procedures when engaging in transactions in the Company’s common stock.
“Window Period” Transactions. Directors, officers and all employees should not engage in any transactions until the third business day after a public announcement of material information, such as the quarterly earnings release. In addition, these individuals should assume that, commencing 10 business days prior to the end of each fiscal quarter, there will exist additional material information which is not public. Accordingly, it is improper for them to enter into a trade after the conclusion of this “window period” (10 days before the end of each fiscal quarter)-and prior to the next “window period” (the third business-day following the Company’s earnings release).
Pre-Clearance of all Trades. To continue to provide assistance in preventing inadvertent violations and avoiding even the appearance of an improper or inappropriate transaction (which could result, for example, where an officer engages in a trade while unaware of a pending major development), the policy of the Company is the following:
Before any director, officer or employee buys or sells any of the Company’s common stock, that person is required to notify David Gordon, the Company’s Executive Vice President-Operations and Secretary, who will act as compliance officer, describing the transaction. The notice should be given in writing whenever possible and should, in no event, be given via a voicemail message. Any proposed transaction may be referred to the Company’s legal counsel, or other appropriate actions may be taken to determine whether there is material non-public information concerning the Company. The Company will try to respond — approve or not approve the transaction — on the same business day. If material non-public information exists, the Company may ask that person not to proceed with the proposed transaction. However, because new material information could develop at any time, an approved securities transaction should be completed promptly and in any event, within two business days of receiving approval.
| -4- |
March 2012
Notification of All Trades. To keep an accurate record of transactions in the Company’s common stock by individuals most likely to be in possession of material non-public information, the Company is also implementing the following procedure:
Immediately, and in any event no later than 9 a.m. on the following business day, after any director, officer or employee buys or sells any of the Company’s securities, that person is required to notify Executive Vice President-Operations and Secretary, compliance officer, or such person or persons as he shall designate from time to time to act in his absence, describing the transaction. Whenever possible, this notice should be given in writing.
If you are a beneficiary of a trust managed by another without consultation or approval by you, compliance with the pre-clearance and notification procedure is not required for transactions by the trust. If, however, there is consultation or approval prior to a trade, this exception will not apply.
For the directors and the executive officers who are “Reporting Persons,” the Company’s program for compliance with the reporting obligations of directors and executive officers and with the “short-swing” transactions restrictions of the federal securities laws will be provided separately.
Please remember that even if the Company advises you that there is no material non-public information about the Company, the Company is not responsible for your securities transactions. You are solely responsible for your investment decisions and for any misuse of non-public information. You alone will suffer the consequences if you engage in securities transactions on the basis of material non-public information or if you disclose the information. Please be careful not to do so.
Purchases by Director Officers & Employees Pursuant to a Contract, Instruction or Plan.
Directors, officers and employees will be authorized to engage in transactions in Company securities without following the pre-clearance procedures set forth above only under the following conditions:
| 1. | The transaction occurs pursuant to a contract, instruction or plan meeting the requirements of SEC Rule 10b5-1 (a “Plan”), a summary of which is included below; |
| 2. | The Plan must be in writing and executed by the director, officer or employee; |
| 3. | The Plan must provide for a same-day reporting mechanism by the person authorized to engage in the transaction on behalf of the director, officer or employee and all transactions under the Plan must be reported to the Company on the day they occur; |
| -5- |
March 2012
| 4. | A director or officer who conducts transactions under a Plan will be responsible for and will be required to acknowledge in writing their responsibility for preparing and filing all Forms 144 for sale transactions; |
| 6. | The party authorized under the Plan to engage in transactions must be an institutional broker/dealer or registered investment advisor acceptable to the Company and in which the director, officer or employee has no relationship other than as a customer; |
| 7 | Plans may not provide for both purchases and sales and any such Plan will not be approved; |
| 8. | If the director or officer has engaged in a sale or purchase transaction within six months of the submission for approval Plan and the Plan submitted provides for a purchase or sale respectively, the Plan will not be approved, (i.e. if the director or officer has sold shares within the last six months, a Plan that provides for purchases will not be approved); |
| 9. | The Plan may be modified or amended only during a window period; and |
| 10. | The Plan must be of finite duration, and, in any event, not longer than one year, subject to renewal only during a window period. |
Proposed Plans will not be prepared by the Company. Proposed Plans and any required notices to the Company pursuant hereto shall be submitted to the Executive Vice President-Operations and Secretary. Approval or disapproval of any proposed contracts, instructions or plans shall be solely for the benefit of and solely within the discretion of the Company for purposes of assuring compliance with this Statement of Policy.
Review and approval of any Plan is not intended to assure or guarantee compliance with Rule 10b5-1, which is solely the responsibility of each individual director, officer and employee. Accordingly, you may wish to consult with your own advisors in connection with the preparation of any such Plan.
Summary of SEC Rule 10b5-1.
Pursuant to Rule 10b5-1, an individual may purchase securities when in the possession of material inside information, i.e. outside of the Company’s window periods, under certain limited circumstances. Such a transaction will not be deemed to be made on the basis of material nonpublic information if, before becoming aware of the material nonpublic information, the individual:
| 1. | enters into a binding contract to purchase or sell the security; |
| 2. | instructs another person to buy the security for the insider’s account; or |
| 3. | adopts a written plan for purchasing securities. |
| -6- |
March 2012
In any case to which the exception is to apply, three things must occur:
| 1. | The contract, instruction or plan must: |
| ● | specify the amount of securities to be purchased or sold, indicate the price at which the securities are to be purchased or sold and indicate the date on which the securities are to be purchased or sold; or |
| ● | include a written formula, algorithm or computer program to determine the amount of securities to be purchased or sold the price at which the securities are to be purchased or sold and the date on which the securities are to be purchased; |
| 2. | The contract, instruction or plan must: |
| ● | not permit the insider to exercise any subsequent influence over how, when or whether to effect purchases or sales; and |
| ● | if the contract, instruction or plan does permit the insider to exercise any subsequent influence over how, when or whether to effect purchase or sale, and such influence is exercised, the influence must be exercised at a time when the insider was not aware of the material inside information i.e., during window periods; and, |
| 3. | The purchase or sale that occurred was pursuant to the contract, instruction or plan. |
Where the contract, instruction or plan must specify the amount of securities to be purchased or sold, the amount may be either a specified number of shares or a specified dollar value of the securities.
Where the contract, instruction or plan must specify the price, the price may be either the market price on a particular day, a limit price or a particular dollar price.
Where the contract, instruction or plan must specify the date, if the price is set as a market order, the date must be on the specific day of the year on which the order is to be executed or as soon thereafter as is practicable under ordinary principles of best execution. If the order is a limit order, the date is a day of the year on which the limit order is in place.
* * * * *
| -7- |
March 2012
Please sign the acknowledgement on the next page to confirm that you have read and understand this Statement of Company Policy and procedures and that you agree to follow its requirements: the signed acknowledgement should be returned to Leslie Lutz. This statement will be updated and recirculated from time to time.
| Date: March 8, 2012 | |
| ANDREW GORDON | |
| President, Chief Executive Officer, and Treasurer |
| Name: | |||
| Position: |
I have read and understand the Coffee Holding Co. Amended & Restated Statement of Company Policy regarding Confidential Information and Stock and Securities Trading by Directors, Officers and Employees dated March __, 2012 and will follow its requirements.
| Date: | |||
| [Signature] |
| -8- |
Exhibit 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER PURSUANT TO EXCHANGE ACT RULE 13A-14(A)/15D-14(A) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Andrew Gordon, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q for the period ended April 30, 2026 of Coffee Holding Co., Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared; | |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
| (c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| (d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: June 12, 2026 | By: | /s/ Andrew Gordon |
| Andrew Gordon | ||
| President, Chief Executive Officer, Chief Financial Officer and Treasurer (Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer) |
Exhibit 32.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
The undersigned, Andrew Gordon, is the President, Chief Executive Officer and Chief Financial Officer of Coffee Holding Co., Inc. (the “Company”).
This statement is being furnished in connection with the filing by the Company of the Company’s Quarterly Report on Form 10-Q for the period ended April 30, 2026 (the “Report”).
By execution of this statement, I certify that:
| (A) | the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and | |
| (B) | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods covered by the Report. |
This statement is authorized to be attached as an exhibit to the Report so that this statement will accompany the Report at such time as the Report is filed with the Securities and Exchange Commission, pursuant to Section 906 of the Sarbanes- Oxley Act of 2002, 18 U.S.C. Section 1350. It is not intended that this statement be deemed to be filed for purposes of the Securities Exchange Act of 1934, as amended.
A signed original of this written statement required by Section 906 has been provided to Coffee Holding Co., Inc. and will be retained by Coffee Holding Co., Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
| Date: June 12, 2026 | By: | /s/ Andrew Gordon |
| Andrew Gordon | ||
| President, Chief Executive Officer, Chief Financial Officer and Treasurer (Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer) |