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What changed in COFFEE HOLDING CO INC's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of COFFEE HOLDING CO INC's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+130 added−121 removedSource: 10-K (2026-01-28) vs 10-K (2025-01-31)

Top changes in COFFEE HOLDING CO INC's 2025 10-K

130 paragraphs added · 121 removed · 101 edited across 6 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeWe intend to capture additional market share in our existing distribution channels by selectively adding or introducing new brand names and products across multiple price points, including niche specialty blends, private label “value” blends and tea and our own brands, filter packages and peripheral products. 6 Charitable Activities We are also a supporter of several coffee-oriented charitable organizations and during fiscal years 2024 and 2023, we donated approximately $55,000 and $24,000, respectively, to charities. ● For over 20 years, we have been members of Coffee Kids, an international non-profit organization that helps to improve the quality of life of children and their families in coffee-growing communities in Mexico, Guatemala, Nicaragua and Costa Rica. ● We are a licensed Fair Trade dealer of Fair Trade certified coffee.
Biggest changeWe intend to capture additional market share in our existing distribution channels by selectively adding or introducing new brand names and products across multiple price points, including niche specialty blends, private label “value” blends and tea and our own brands, filter packages and peripheral products. Competition The coffee market is highly competitive.
Our Core Products Our core products can be divided into three categories: ● Wholesale Green Coffee: unroasted raw beans imported from around the world and sold to large, medium 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 our own specifications and packaged and sold under our eight proprietary and licensed brand names in different segments of the market. 3 Wholesale Green Coffee.
Our Core Products Our core products can be divided into three categories: ● Wholesale Green Coffee: unroasted raw beans imported from around the world and sold to large, medium 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 our own specifications and packaged and sold under our eight proprietary and licensed brand names in different segments of the market.
In order to ensure freshness, our products are delivered to our customers within 72 hours of roasting. We believe that our long history has enabled us to develop a loyal customer base. We were incorporated on October 9, 1995 under the laws of the State of Nevada under the name Transpacific International Group Corp (“Transpacific”).
In order to ensure freshness, our products are delivered to our customers within 72 hours of roasting. We believe that our long history has enabled us to develop a loyal customer base. Corporate History We were incorporated on October 9, 1995 under the laws of the State of Nevada under the name Transpacific International Group Corp (“Transpacific”).
All of our specialty green coffees, as well as all of the other coffees we import for roasting, are subject to multiple levels of quality control. 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.
All of our specialty green coffees, as well as all of the other coffees we import for roasting, are subject to multiple levels of quality control. 5 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.
We believe that the addition of Organic Products Trading Company, LLC (“OPTCO”), Sonofresco, CFI as well as our external green coffee salespeople allows us to compete more effectively throughout the country and Canada. Private Label Competition. There are several major producers of coffee for private label sales in the United States.
We believe that the addition of Organic Products Trading Company, LLC (“OPTCO”), Sonofresco, CFI as well as our external green coffee salespeople allows us to compete more effectively throughout the country and Canada. 7 Private Label Competition. There are several major producers of coffee for private label sales in the United States.
Our existing portfolio of differentiated brands combined with our management expertise serve as a platform for us to add additional name brands through acquisition or licensing agreements, which target product niches and segments that do not compete with our existing brands. 2 Management Has Extensive Experience in the Coffee Industry.
Our existing portfolio of differentiated brands combined with our management expertise serve as a platform for us to add additional name brands through acquisition or licensing agreements, which target product niches and segments that do not compete with our existing brands. Management Has Extensive Experience in the Coffee Industry.
By capitalizing on this strategy, we hope to continue to grow our business with our commitment to quality and personalized service to our customers. We do not intend to compete on price alone, nor do we intend to expand sales at the expense of profitability. Selectively Pursue Strategic Acquisitions and Alliances.
By capitalizing on this strategy, we hope to continue to grow our business with our commitment to quality and personalized service to our customers. We do not intend to compete on price alone, nor do we intend to expand sales at the expense of profitability. 3 Selectively Pursue Strategic Acquisitions and Alliances.
The supply and price of coffee beans are subject to volatility and are influenced by numerous factors which are beyond our control. Supply and price can be affected by factors such as weather, politics, currency fluctuations and economics within the countries that export coffee.
The supply and price of coffee beans are subject to volatility and are influenced by numerous factors which are beyond our control. Supply and price can be affected by factors such as weather, politics, tariffs, currency fluctuations and economics within the countries that export coffee.
See “Quantitative and Qualitative Disclosures About Market Risk—Commodity Price Risks.” 5 Trademarks and Tradename We hold trademarks, registered with the United States Patent and Trademark Office, for all eight of our proprietary coffee brands and an exclusive license for S&W brands for sale in the United States. Trademark registrations are subject to periodic renewal and we anticipate maintaining our registrations.
See “Quantitative and Qualitative Disclosures About Market Risk—Commodity Price Risks.” 6 Trademarks and Tradename We hold trademarks, registered with the United States Patent and Trademark Office, for all eight of our proprietary coffee brands and an exclusive license for S&W brands for sale in the United States. Trademark registrations are subject to periodic renewal and we anticipate maintaining our registrations.
The specialty coffee market remains the fastest growing area of our industry. The number of gourmet coffee houses have been increasing in all areas of the United States. The growth in specialty coffee sales has created a marketplace for higher quality and differentiated products, which can be priced at a premium in the marketplace.
Wholesale Green Coffee. The specialty coffee market remains the fastest growing area of our industry. The number of gourmet coffee houses have been increasing in all areas of the United States. The growth in specialty coffee sales has created a marketplace for higher quality and differentiated products, which can be priced at a premium in the marketplace.
Our private label customers seek a quality similar to the national brands at a lower cost, which represents a better value for the consumer. Branded Coffee . We roast and blend our branded coffee according to our own recipes and package the coffee at our facilities in La Junta, Colorado, and North Andover, Massachusetts.
Our private label customers seek a quality similar to the national brands at a lower cost, which represents a better value for the consumer. Branded Coffee. We roast and blend our branded coffee according to our own recipes and package the coffee at our facilities in La Junta, Colorado.
Andrew Gordon, our President, Chief Executive Officer, Chief Financial Officer and Treasurer, and David Gordon, our Executive Vice President – Operations, have worked with Coffee Holding for 43 and 45 years, respectively. During this period, the Company has successfully navigated varying cycles in both the coffee industry and macro economy.
Andrew Gordon, our President, Chief Executive Officer, Chief Financial Officer and Treasurer, and David Gordon, our Executive Vice President – Operations, have worked with Coffee Holding for 44 and 46 years, respectively. During this period, the Company has successfully navigated varying cycles in both the coffee industry and macro economy.
There are many green coffee dealers throughout the United States. Many of these dealers have greater financial resources than we do. However, we believe that we have both the knowledge and the capability to assist small specialty gourmet coffee roasters with developing and growing their businesses.
We compete in the following areas: Wholesale Green Coffee. There are many green coffee dealers throughout the United States. Many of these dealers have greater financial resources than we do. However, we believe that we have both the knowledge and the capability to assist small specialty gourmet coffee roasters with developing and growing their businesses.
It is designed to introduce coffee drinkers to the tastes of dark roasted coffee; Via Roma , an Italian espresso targeted at the more traditional espresso drinker; Premier Roasters , a line of high-quality Arabica coffees packed in composite cans and poly bags and single serve; Harmony Bay , an upscale line of flavored beans in 11oz and 40oz bags, along with single serve offerings in a multitude of unique flavor profiles; and Café Femenino Coffee, coffee beans produced from around the world from 100% women-owned coffee cooperative. 4 Other Products We also offer several niche products, including: ● tea; and ● table-top coffee roasters and grinders.
It is designed to introduce coffee drinkers to the tastes of dark roasted coffee; Via Roma , an Italian espresso targeted at the more traditional espresso drinker; Premier Roasters , a line of high-quality Arabica coffees packed in composite cans and poly bags and single serve; Harmony Bay , an upscale line of flavored beans in 11oz and 40oz bags, along with single serve offerings in a multitude of unique flavor profiles; and Café Femenino Coffee , coffee beans produced from around the world from 100% women-owned coffee cooperative.
We hold trademarks for each of our proprietary name brands and have the exclusive right to use the S&W, IL CLASSICO brand names in the United States in connection with the production, manufacture and sale of roasted whole bean and ground coffee for distribution at the retail level.
We then sell the packaged coffee under our brand labels to supermarkets, wholesalers and individually-owned stores throughout the United States. 4 We hold trademarks for each of our proprietary name brands and have the exclusive right to use the S&W, IL CLASSICO brand names in the United States in connection with the production, manufacture and sale of roasted whole bean and ground coffee for distribution at the retail level.
Specialty green coffee, unlike most coffee, is not tied directly to the commodities cash markets. Instead, it tends to trade on a negotiated basis at a substantial premium over commodity coffee pricing, depending on the origin, supply and demand at the time of purchase. We are a licensed Fair Trade dealer for Fair Trade certified coffee.
Instead, it tends to trade on a negotiated basis at a substantial premium over commodity coffee pricing, depending on the origin, supply and demand at the time of purchase. We are a licensed Fair Trade dealer for Fair Trade certified coffee.
We believe that we are in compliance in all material respects with all such laws and regulations and that we have obtained all material licenses and permits that are required for the operation of our business.
We believe that we are in compliance in all material respects with all such laws and regulations and that we have obtained all material licenses and permits that are required for the operation of our business. We are not aware of any environmental regulations that have or that we believe will have a material adverse effect on our operations.
All references in this Annual Report to “JVA,” the “Company,” “Coffee Holding,” “we,” “us,” or “our” mean Coffee Holding Co., Inc. and its subsidiaries unless stated otherwise or the context otherwise indicates.
ITEM 1. BUSINESS All references in this Annual Report to “JVA,” the “Company,” “Coffee Holding,” “we,” “us,” or “our” mean Coffee Holding Co., Inc. and its subsidiaries unless stated otherwise or the context otherwise indicates. General Overview Products and Operations. We are an integrated wholesale coffee roaster and dealer located in the United States.
Raw Materials Coffee is a commodity traded on the Commodities and Futures Exchange subject to price fluctuations. Over the past five years, the average price per pound of coffee beans ranged from approximately $0.9270 to $3.4835. The price for coffee beans on the commodities market as of October 31, 2024, and 2023 was $2.46 and $1.673 per pound, respectively.
Other Products We also offer several niche products, including: ● tea; and ● table-top coffee roasters and grinders. Raw Materials Coffee is a commodity traded on the Commodities and Futures Exchange subject to price fluctuations. Over the past five years, the average price per pound of coffee beans ranged from approximately $0.9270 to $3.4835.
In 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 had its offices and production facility. 1 Our Competitive Strengths To achieve our growth objectives described below, we intend to leverage the following competitive strengths: Positioned to Profitably Grow Through Varying Cycles of the Coffee Market.
In 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 had its offices and production facility. Our corporate offices are located at 3475 Victory Boulevard, Staten Island, New York 10314.
To facilitate the purchase, Coffee Holding created a new wholly owned subsidiary named Second Empire, LLC (“Second Empire”). Operations will be conducted by Second Empire. The operations of Second Empire will include roasting and packing for current Coffee Holding customers as well as customers of Empire Coffee.
The operations of Second Empire will include roasting and packing for current Coffee Holding customers as well as customers of Empire Coffee.
Recent Developments On November 11, 2024, the Company purchased all of the assets of Empire Coffee Company (“Empire Coffee”) for $825,000 in a Uniform Commercial Code (“UCC”) Chapter 9 sale (the “Second Empire acquisition”). The assets purchased consisted of accounts receivable, inventory, equipment, the customer list and all intellectual property.
On June 21, 2024, the Company terminated the Merger Agreement. No early termination penalties were payable by the Company upon termination of the Merger Agreement. On November 11, 2024, the Company purchased all of the assets of Empire Coffee Company (“Empire Coffee”) for $800,000 in a Uniform Commercial Code (“UCC”) Chapter 9 sale (the “Second Empire Acquisition”).
To supplement our internal sales staff, we sometimes engage independent national and regional sales brokers as independent contractors who work on a commission basis.
Employees We have 92 full-time employees. None of our employees are represented by unions or collective bargaining agreements. Our management believes that we maintain good working relationships with our employees. To supplement our internal sales staff, we sometimes engage independent national and regional sales brokers as independent contractors who work on a commission basis.
CFI is a medium sized regional roaster, manufacturing both branded and private label coffee for retail and foodservice customers located predominantly in the northeast United States marketplace. Our corporate offices are located at 3475 Victory Boulevard, Staten Island, New York 10314. Our telephone number is (718) 832-0800 and our website address is www.coffeeholding.com.
CFI is a medium sized regional roaster, manufacturing both branded and private label coffee for retail and foodservice customers located predominantly in the northeast United States marketplace. On October 7, 2025, the Company announced its plan to close its Comfort Foods manufacturing facility located in North Andover, Massachusetts (the “Comfort Foods facility”).
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ITEM 1. BUSINESS General Overview Products and Operations. We are an integrated wholesale coffee roaster and dealer located in the United States.
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The closure of the Comfort Foods facility was completed by the end of October 2025.
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We then sell the packaged coffee under our brand labels to supermarkets, wholesalers and individually-owned stores throughout the United States.
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The Company originally acquired the Comfort Foods business in 2017, which included the related Harmony Bay brand and the operations conducted at this facility. 1 The decision to cease operations was based on the continued decline in sales of certain regional brands and the shift by major retailers toward national branded products, which reduced the profitability of the Comfort Foods facility.
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Fair Trade certified coffee helps small coffee farmers to increase their incomes and improve the prospects of their communities and families. It guarantees farmers a minimum price of $1.40 per pound or fifteen cents above the current market price. Competition The coffee market is highly competitive. We compete in the following areas: Wholesale Green Coffee.
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In connection with this closure, production activities previously performed at the Comfort Foods facility will be transitioned to the Company’s Second Empire, LLC (“Second Empire”) facility located in Port Chester, New York. The Company expects that consolidating manufacturing operations into a single East Coast production hub will enhance operational efficiency and reduce duplicative overhead costs.
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We are not aware of any environmental regulations that have or that we believe will have a material adverse effect on our operations. 7 Employees We have 92 full-time employees. None of our employees are represented by unions or collective bargaining agreements. Our management believes that we maintain good working relationships with our employees.
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On September 29, 2022, the Company entered into a Merger and Share Exchange Agreement (the “Merger Agreement”), by and among the Company, Delta Corp Holdings Limited, a Cayman Islands exempted company (“Pubco”), Delta Corp Holdings Limited, a company incorporated in England and Wales (“Delta”), CHC Merger Sub Inc., a Nevada corporation and wholly owned subsidiary of Pubco (“Merger Sub”), and each of the holders of ordinary shares of Delta as named therein.
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Upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub would merge with and into the Company, with the Company surviving as a direct, wholly-owned subsidiary of Pubco (the “Merger”).
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As a result of the Merger, each issued and outstanding share of the Company’s common stock, $0.001 par value per share, would be cancelled and converted for the right of the holder thereof to receive one ordinary share, par value $0.0001 of Pubco. There was a shareholder vote in April 2024 on the Merger Agreement that did not pass.
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The assets purchased consisted of accounts receivable, inventory, equipment, the customer list and all intellectual property. To facilitate the purchase, Coffee Holding created a new wholly owned subsidiary named Second Empire, LLC. Operations will be conducted by Second Empire.
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Our telephone number is (718) 832-0800 and our website address is www.coffeeholding.com.
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Recent Developments In December 2025, the Company invested $850,000 in The Ryl Company LLC pursuant to a subscription agreement in exchange for a non-controlling minority interest.
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The investment is passive in nature, and the Company does not participate in management or operations of The Ryl Company LLC. 2 Our Competitive Strengths To achieve our growth objectives described below, we intend to leverage the following competitive strengths: Positioned to Profitably Grow Through Varying Cycles of the Coffee Market.
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The price for coffee beans on the commodities market as of October 31, 2025, and 2024 was $3.92 and $2.46 per pound, respectively. Specialty green coffee, unlike most coffee, is not tied directly to the commodities cash markets.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeGlobal conditions, dislocations in the financial markets, any negative financial impacts affecting United States corporations operating on a global basis as a result of tax reform or changes to existing trade agreements or tax conventions, or inflation, could adversely impact our business in a number of ways, including longer sales cycles, lower prices for our products, reduced licensing renewals, customer disruption or foreign currency fluctuations. 8 In addition, the global macroeconomic environment could be negatively affected by, among other things, the COVID-19 pandemic or other epidemics, instability in global economic markets, increased U.S. trade tariffs and trade disputes with other countries, instability in the global credit markets, supply chain weaknesses, instability in the geopolitical environment as a result of the withdrawal of the United Kingdom from the European Union, the Russian invasion of Ukraine and the resulting prolonged conflict and other political tensions, and foreign governmental debt concerns.
Biggest changeGlobal conditions, dislocations in the financial markets, any negative financial impacts affecting United States corporations operating on a global basis as a result of tax reform. tariffs, or changes to existing trade agreements or tax conventions, or inflation, could adversely impact our business in a number of ways, including longer sales cycles, lower prices for our products, reduced licensing renewals, customer disruption or foreign currency fluctuations.
In addition, competitors may be able to develop roasting methods that are more advanced than our roasting methods, which may also harm our competitive position. The success of our brand also depends in part on our intellectual property. We rely on a combination of trademarks, copyrights, service marks, trade secrets and similar rights to protect our intellectual property.
In addition, competitors may be able to develop roasting methods that are more advanced than our roasting methods, which may also harm our competitive position. 12 The success of our brand also depends in part on our intellectual property. We rely on a combination of trademarks, copyrights, service marks, trade secrets and similar rights to protect our intellectual property.
Because we rely on a single commodity, any decrease in demand for coffee would harm our business more than if we had more diversified product offerings and could materially adversely affect our revenues and operating results. Adverse global conditions, including economic uncertainty, may negatively impact our financial results.
Because we rely on a single commodity, any decrease in demand for coffee would harm our business more than if we had more diversified product offerings and could materially adversely affect our revenues and operating results. Adverse global conditions, including tariffs and economic uncertainty, may negatively impact our financial results.
Such losses have and could in the future materially increase our cost of sales and materially decrease our profitability or increase losses and adversely affect our stock price. 9 Any inability to successfully implement our strategy of growth through selective acquisitions, licensing arrangements and other strategic alliances, including joint ventures, could materially affect our revenues and profitability.
Such losses have and could in the future materially increase our cost of sales and materially decrease our profitability or increase losses and adversely affect our stock price. Any inability to successfully implement our strategy of growth through selective acquisitions, licensing arrangements and other strategic alliances, including joint ventures, could materially affect our revenues and profitability.
Accordingly, such supply shortages and delivery limitations could have and material adverse effect on our business, financial condition, results of operations, and cash flows. Furthermore, increases in compensation, wage pressure, and other expenses for our employees and the employees of our suppliers, may adversely affect our profitability.
Accordingly, such supply shortages and delivery limitations could have a material adverse effect on our business, financial condition, results of operations, and cash flows. Furthermore, increases in compensation, wage pressure, and other expenses for our employees and the employees of our suppliers, may adversely affect our profitability.
As a result, the effects of climate change could have a long-term adverse impact on our business and results of operations. 15 The coffee industry is highly competitive and if we cannot compete successfully, we may lose our customers or experience reduced sales and profitability.
As a result, the effects of climate change could have a long-term adverse impact on our business and results of operations. The coffee industry is highly competitive and if we cannot compete successfully, we may lose our customers or experience reduced sales and profitability.
Undetected material weaknesses in our internal control over financial reporting could lead to financial statement restatements and require us to incur the expense of remediation. Moreover, we do not expect that disclosure controls or internal control over financial reporting will prevent all error and all fraud.
Undetected material weaknesses in our internal control over financial reporting could lead to financial statement restatements and require us to incur the expense of remediation. 13 Moreover, we do not expect that disclosure controls or internal control over financial reporting will prevent all error and all fraud.
As a result, the Gordon family is able to influence the actions that require stockholder approval, including: ● the election of a majority of our directors; ● the amendment of our charter documents; and ● the approval of mergers, sales of assets or other corporate transactions or matters submitted for stockholder approval.
As a result, the Gordon family is able to influence the actions that require stockholder approval, including: ● the election of our directors; ● the amendment of our charter documents; and ● the approval of mergers, sales of assets or other corporate transactions or matters submitted for stockholder approval.
The value or market price of our common stock could decline due to any of these identified or other risks, and you could lose all of your investment. Risks affecting our Company Because our business is highly dependent upon a single commodity, coffee, any decrease in demand for coffee could materially adversely affect our revenues and profitability.
The value or market price of our common stock could decline due to any of these identified or other risks, and you could lose all of your investment. 8 Risks Related to our Company Because our business is highly dependent upon a single commodity, coffee, any decrease in demand for coffee could materially adversely affect our revenues and profitability.
We are dependent on the continued operations of our Colorado and Massachusetts coffee roasting and distribution facilities. Our operations depend on our ability to maintain our computer and telecommunications equipment in effective working order and to protect against damage from fire, natural disaster, power loss, telecommunications failure or similar events.
We are dependent on the continued operations of our Colorado and New York coffee roasting and distribution facilities. Our operations depend on our ability to maintain our computer and telecommunications equipment in effective working order and to protect against damage from fire, natural disaster, power loss, telecommunications failure or similar events.
In addition to the increase in coffee costs discussed in the risk factor above, we are exposed to cost fluctuation in other commodities, including, in particular, steel, natural gas and gasoline. In addition, an increase in the cost of fuel could indirectly lead to higher electricity costs, transportation costs and other commodity costs.
In addition to the increase in coffee costs, we are exposed to cost fluctuation in other commodities, including, in particular, steel, natural gas and gasoline. In addition, an increase in the cost of fuel could indirectly lead to higher electricity costs, transportation costs and other commodity costs.
These provisions: ● provide that directors may only be removed upon a vote of at least eighty percent of the shares outstanding; ● establish advance notice requirements for nominating directors and proposing matters to be voted on by stockholders at stockholder meetings; ● limit the right of our stockholders to call a special meeting of stockholders; ● authorize our board of directors to issue preferred stock and to determine the rights and preferences of those shares, which would be senior to our common stock, without prior stockholder approval; ● require amendments to our articles of incorporation to be approved by the holders of at least eighty percent of our outstanding shares of common stock; ● a classified board of directors with three-year staggered terms, which may delay the ability of stockholders to change the membership of a majority of our board of directors; and ● provide a prohibition on stockholder action by written consent, thereby only permitting stockholder action to be taken at an annual or special meeting of our stockholders. 17 We are also subject to certain anti-takeover provisions under Nevada law.
These provisions: ● provide that directors may only be removed upon a vote of at least eighty percent of the shares outstanding; ● establish advance notice requirements for nominating directors and proposing matters to be voted on by stockholders at stockholder meetings; ● limit the right of our stockholders to call a special meeting of stockholders; ● authorize our board of directors to issue preferred stock and to determine the rights and preferences of those shares, which would be senior to our common stock, without prior stockholder approval; ● require amendments to our articles of incorporation to be approved by the holders of at least eighty percent of our outstanding shares of common stock; ● a classified board of directors with three-year staggered terms, which may delay the ability of stockholders to change the membership of a majority of our board of directors; and ● provide a prohibition on stockholder action by written consent, thereby only permitting stockholder action to be taken at an annual or special meeting of our stockholders.
Outstanding debt could have significant negative consequences to the holders of our securities, including the following: ● a portion of our cash flow from operations will be needed to pay debt service and will not be available to fund future operations; ● having increased vulnerability to adverse general economic and coffee industry conditions; ● we may be vulnerable to higher interest rates because interest expense on borrowings under our revolving line of credit is based on variable rates; and ● we may be subject to covenants that could restrict our operations. 11 Our ability to make payments on our indebtedness and to fund our operations depends on our ability to generate cash in the future.
Outstanding debt could have significant negative consequences to the holders of our securities, including the following: ● a portion of our cash flow from operations will be needed to pay debt service and will not be available to fund future operations; ● having increased vulnerability to adverse general economic and coffee industry conditions; ● we may be vulnerable to higher interest rates because interest expense on borrowings under our revolving line of credit is based on variable rates; and ● we may be subject to covenants that could restrict our operations.
As a result of the foregoing, period-to-period comparisons of our operating results may not necessarily be meaningful and those comparisons should not be relied upon as indicators of future performance. Accordingly, our operating results in future quarters may be below market expectations.
As a result of the foregoing, period-to-period comparisons of our operating results may not necessarily be meaningful and those comparisons should not be relied upon as indicators of future performance. Accordingly, our operating results in future quarters may be below market expectations. In this event, the price of our common stock may decline.
In addition, we may, in certain circumstances, be liable for the actions of our third-party joint venture partners. 10 Acquisitions including strategic investments or alliances entail numerous risks, which may include: ● difficulties in integrating acquired operations or products, including the loss of key employees from, or customers of, acquired businesses; ● diversion of management’s attention from our existing businesses; ● adverse effects on existing business relationships with suppliers and customers; ● adverse impacts of margin and product cost structures different from those of our current mix of business; and ● risks of entering distribution channels, categories or markets in which we have limited or no prior experience.
Acquisitions including strategic investments or alliances entail numerous risks, which may include: ● difficulties in integrating acquired operations or products, including the loss of key employees from, or customers of, acquired businesses; ● diversion of management’s attention from our existing businesses; ● adverse effects on existing business relationships with suppliers and customers; ● adverse impacts of margin and product cost structures different from those of our current mix of business; and ● risks of entering distribution channels, categories or markets in which we have limited or no prior experience.
While we have not yet experienced material shortages in supply as a result of these disruptions and our alternative delivery arrangements, if they were to be prolonged or expanded in scope, there could be resulting supply shortages that could impact our ability to deliver our products to our customers.
We have been able to make alternative delivery arrangements for limited quantities of goods, at increased cost. 15 While we have not yet experienced material shortages in supply as a result of these disruptions and our alternative delivery arrangements, if they were to be prolonged or expanded in scope, there could be resulting supply shortages that could impact our ability to deliver our products to our customers.
Members of the Gordon family, including Andrew Gordon, our President, Chief Executive Officer, Chief Financial Officer and Treasurer, and David Gordon, our Executive Vice President and Secretary, own, in the aggregate, approximately 23.1% of our outstanding shares of common stock.
The Gordon family has the ability to influence action requiring stockholder approval. Members of the Gordon family, including Andrew Gordon, our President, Chief Executive Officer, Chief Financial Officer and Treasurer, and David Gordon, our Executive Vice President and Secretary, own, in the aggregate, approximately 23.1% of our outstanding shares of common stock.
The market price and trading volume of our common stock has been volatile over the past year, and it may continue to be volatile. Over the past fiscal year, our common stock has traded as low as $0.68 and as high as $3.88 per share.
The market price and trading volume of our common stock has been volatile over the past year, and it may continue to be volatile. Over the past fiscal year, our common stock has traded as low as $2.75 and as high as $9.93 per share.
As a result, our business and operating results would be adversely affected. We may not be successful in obtaining and retaining a replacement for either Andrew Gordon or David Gordon if they elect to stop working for us. In addition, we do not have key-person insurance on the lives of Andrew Gordon or David Gordon.
As a result, our business and operating results would be adversely affected. We may not be successful in obtaining and retaining a replacement for either Andrew Gordon or David Gordon if they elect to stop working for us.
Investments in joint ventures may, under certain circumstances, involve risks not present when a third party is not involved, including the possibility that joint venture partners might become bankrupt or fail to fund their share of the required capital contributions.
In addition, we generally will not be in a position to exercise sole decision-making authority regarding our joint ventures. Investments in joint ventures may, under certain circumstances, involve risks not present when a third party is not involved, including the possibility that joint venture partners might become bankrupt or fail to fund their share of the required capital contributions.
In addition, the failure of our suppliers and customers to adhere to the quality standards that we set for our products could lead to government investigations, litigation, write-offs and recalls, which could damage our reputation and our brand, increase our costs, and otherwise adversely affect our business. 13 We rely on our reputation for offering great value, superior service and a broad assortment of high-quality, safe products.
In addition, the failure of our suppliers and customers to adhere to the quality standards that we set for our products could lead to government investigations, litigation, write-offs and recalls, which could damage our reputation and our brand, increase our costs, and otherwise adversely affect our business.
The price at which our common stock trades may fluctuate significantly and may be influenced by many factors, including our financial results, developments generally affecting the coffee industry, general economic, industry and market conditions, the depth and liquidity of the market for our common stock, fluctuations in coffee prices, investor perceptions of our business, reports by industry analysts, negative announcements by our customers, competitors or suppliers regarding their own performances, and the impact of other “Risk Factors” discussed in this Annual Report.
The price at which our common stock trades may fluctuate significantly and may be influenced by many factors, including our financial results, developments generally affecting the coffee industry, general economic, industry and market conditions, the depth and liquidity of the market for our common stock, fluctuations in coffee prices, investor perceptions of our business, reports by industry analysts, negative announcements by our customers, competitors or suppliers regarding their own performances, and the impact of other “Risk Factors” discussed in this Annual Report. 17 Provisions in our articles of incorporation, bylaws and of Nevada law have anti-takeover effects that could prevent a change in control that could be beneficial to our stockholders, which could depress the market price of shares of our common stock.
Any disputes that may arise between us and our joint venture partners may result in litigation or arbitration that could increase our expenses and could prevent our officers and/or directors from focusing their time and effort exclusively on our business strategies.
Any disputes that may arise between us and our joint venture partners may result in litigation or arbitration that could increase our expenses and could prevent our officers and/or directors from focusing their time and effort exclusively on our business strategies. In addition, we may, in certain circumstances, be liable for the actions of our third-party joint venture partners.
Coffee is a traded commodity and, in general, its price can fluctuate depending on: ● outside speculative influences such as indexed and algorithmic commodity funds; ● weather patterns in coffee-producing countries; ● economic and political conditions affecting coffee-producing countries, including acts of terrorism in such countries; ● foreign currency fluctuations; ● disruptions in our supply chain; and ● trade regulations and restrictions between coffee-producing countries and the United States.
Coffee is a traded commodity and, in general, its price can fluctuate depending on: ● outside speculative influences such as indexed and algorithmic commodity funds; ● weather patterns in coffee-producing countries; ● economic and political conditions affecting coffee-producing countries, including acts of terrorism in such countries; ● foreign currency fluctuations; ● disruptions in our supply chain; and ● trade regulations and restrictions (like tariffs) between coffee-producing countries and the United States. 14 If the cost of wholesale green coffee increases due to any of these factors, our margins could decrease and our profitability could suffer accordingly.
If Arabica coffee beans from a region become unavailable or prohibitively expensive, we could be forced to discontinue particular coffee types and blends or substitute coffee beans from other regions in our blends.
If Arabica coffee beans from a region become unavailable or prohibitively expensive, we could be forced to discontinue particular coffee types and blends or substitute coffee beans from other regions in our blends. Frequent substitutions and changes in our coffee product lines could lead to cost increases, customer alienation and fluctuations in our gross margins.
Our sales and profitability may be adversely affected if we fail to successfully expand the geographic distribution of our branded and private label products. In addition, our expenses could increase and our profits could decrease as we implement our growth strategy.
Our sales and profitability may be adversely affected if we fail to successfully expand the geographic distribution of our branded and private label products.
We have used and expect to continue to use to a lesser extent short-term coffee futures and options contracts for the purpose of hedging the effects of changing green coffee prices.
The supply and price of coffee beans are subject to volatility and are influenced by numerous factors which are beyond our control. We have used and expect to continue to use to a lesser extent short-term coffee futures and options contracts for the purpose of hedging the effects of changing green coffee prices.
In addition, a delay in shipping could require us to contract with alternative, and possibly more expensive, common carriers and could cause orders to be cancelled or receipt of goods to be refused.
In addition, a delay in shipping could require us to contract with alternative, and possibly more expensive, common carriers and could cause orders to be cancelled or receipt of goods to be refused. Any significant increase in shipping costs could lower our profit margins or force us to raise prices, which could cause our revenue and profits to suffer.
Our future operating performance is subject to market conditions and business factors that are beyond our control. If we are unable to make payments on our debt, we may have to reduce or delay capital expenditures, sell assets, seek additional capital or restructure or refinance our debt.
If we are unable to make payments on our debt, we may have to reduce or delay capital expenditures, sell assets, seek additional capital or restructure or refinance our debt.
The failure to consummate any such acquisitions, licensing arrangements or strategic alliances may reduce our growth and expansion. In addition, if these acquisitions, licensing opportunities or strategic alliances are not successful, our earnings could be materially adversely affected by increased expenses and decreased revenues.
In addition, if these acquisitions, licensing opportunities or strategic alliances are not successful, our earnings could be materially adversely affected by increased expenses and decreased revenues. 10 Our revenues and profitability could be adversely affected if our joint ventures or acquisitions are not successful.
Our revenues and profitability could be adversely affected if our joint ventures or acquisitions are not successful. We have historically utilized joint ventures and acquisitions to grow our business and we intend to continue to seek opportunities for new joint ventures and acquisitions that will be complimentary to our business.
We have historically utilized joint ventures and acquisitions to grow our business and we intend to continue to seek opportunities for new joint ventures and acquisitions that will be complimentary to our business. While we believe that our joint ventures will be successful, losses in our joint ventures or any future joint ventures would hurt our profitability.
Much like coffee costs, the costs of these commodities depend on various factors beyond our control, including economic and political conditions, foreign currency fluctuations, and global weather patterns. To the extent we are unable to pass along such costs to our customers through price increases, our margins and profitability will decrease.
Much like coffee costs, the costs of these commodities depend on various factors beyond our control, including economic and political conditions, foreign currency fluctuations, and global weather patterns.
Adverse public or medical opinion about caffeine may harm our business. Coffee contains caffeine and other active compounds, the health effects of some of which are not fully understood.
To the extent we are unable to pass along such costs to our customers through price increases, our margins and profitability will decrease. 16 Adverse public or medical opinion about caffeine may harm our business. Coffee contains caffeine and other active compounds, the health effects of some of which are not fully understood.
Any significant increase in shipping costs could lower our profit margins or force us to raise prices, which could cause our revenue and profits to suffer. 12 If there was a significant interruption in the operation of our Colorado or Massachusetts facilities, we may not have the capacity to service all of our customers and we may not be able to service our customers in a timely manner, thereby reducing our revenues and earnings.
If there was a significant interruption in the operation of our Colorado or New York facilities, we may not have the capacity to service all of our customers and we may not be able to service our customers in a timely manner, thereby reducing our revenues and earnings.
We may experience supply delays and shortages due to a variety of macroeconomic factors, including disruptions on the global supply chain. We have been able to make alternative delivery arrangements for limited quantities of goods, at increased cost.
We may experience supply delays and shortages due to a variety of macroeconomic factors, including disruptions on the global supply chain.
Negative publicity surrounding product matters, including publicity about other retailers, may harm our reputation and affect the demand for our products.
If this negative impact is significant, our ability to grow or sustain our business could be jeopardized. Negative publicity surrounding product matters, including publicity about other retailers, may harm our reputation and affect the demand for our products.
We depend on our relationships with coffee brokers, exporters and growers for the supply of our primary raw material, high quality Arabica coffee beans. If any of our relationships with coffee brokers, exporters or growers deteriorate, we may be unable to procure a sufficient quantity of high quality coffee beans at prices acceptable to us or at all.
If any of our relationships with coffee brokers, exporters or growers deteriorate, we may be unable to procure a sufficient quantity of high quality coffee beans at prices acceptable to us or at all. In such case, we may not be able to fulfill the demand of our existing customers, supply new retail stores or expand other channels of distribution.
If we become subject to unfavorable allegations, government investigations or legal actions involving our products or us, such circumstances could harm our reputation and our brand and adversely affect our business, financial condition and operating results. If this negative impact is significant, our ability to grow or sustain our business could be jeopardized.
We rely on our reputation for offering great value, superior service and a broad assortment of high-quality, safe products. If we become subject to unfavorable allegations, government investigations or legal actions involving our products or us, such circumstances could harm our reputation and our brand and adversely affect our business, financial condition and operating results.
In such case, we may not be able to fulfill the demand of our existing customers, supply new retail stores or expand other channels of distribution. A raw material shortage could result in a deterioration of our relationship with our customers, decreased revenues or could impair our ability to expand our business.
A raw material shortage could result in a deterioration of our relationship with our customers, decreased revenues or could impair our ability to expand our business.
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. The supply and price of coffee beans are subject to volatility and are influenced by numerous factors which are beyond our control.
In addition, our expenses could increase and our profits could decrease as we implement our growth strategy. 9 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.
We had one customer that accounted for greater than 10% of our net sales during our 2024 fiscal year. We generally do not enter long-term contracts with most of our customers. Accordingly, some of our customers can stop purchasing our products at any time without penalty and are free to purchase products from our competitors.
We had one customer that accounted for greater than 10% of our net sales during each of the 2025 and 2024 fiscal years, and such customer was the same in both periods. We generally do not enter long-term contracts with most of our customers.
Our indebtedness may adversely affect our ability to obtain additional funds and may increase our vulnerability to economic or business downturns. From time to time, we utilize borrowings under our credit facility in connection with operations. All amounts under this line of credit will become due on June 30, 2025. There is no assurance that it will be renewed.
In addition, we do not have key-person insurance on the lives of Andrew Gordon or David Gordon. 11 Our indebtedness may adversely affect our ability to obtain additional funds and may increase our vulnerability to economic or business downturns. From time to time, we utilize borrowings under our credit facility in connection with operations.
Frequent substitutions and changes in our coffee product lines could lead to cost increases, customer alienation and fluctuations in our gross margins. 14 Some of the Arabica coffee beans of the quality we purchase do not trade directly on the commodity markets. Rather, we purchase the high-end Arabica coffee beans that we use on a negotiated basis.
Some of the Arabica coffee beans of the quality we purchase do not trade directly on the commodity markets. Rather, we purchase the high-end Arabica coffee beans that we use on a negotiated basis. We depend on our relationships with coffee brokers, exporters and growers for the supply of our primary raw material, high quality Arabica coffee beans.
If the cost of wholesale green coffee increases due to any of these factors, our margins could decrease and our profitability could suffer accordingly. It is expected that coffee prices will remain volatile in the coming years.
It is expected that coffee prices will remain volatile in the coming years.
Removed
While we believe that our joint ventures will be successful, losses in our joint ventures or any future joint ventures would hurt our profitability. In addition, we generally will not be in a position to exercise sole decision-making authority regarding our joint ventures.
Added
In addition, the global macroeconomic environment could be negatively affected by, among other things, the COVID-19 pandemic or other epidemics, instability in global economic markets, increased U.S. trade tariffs and trade disputes with other countries, instability in the global credit markets, supply chain weaknesses, instability in the geopolitical environment as a result of the Russian invasion of Ukraine and the resulting prolonged conflict and other political tensions, and foreign governmental debt concerns.
Removed
In this event, the price of our common stock may decline. 16 The Gordon family has the ability to influence action requiring stockholder approval.
Added
The failure to consummate any such acquisitions, licensing arrangements or strategic alliances may reduce our growth and expansion.
Removed
Provisions in our articles of incorporation, bylaws and of Nevada law have anti-takeover effects that could prevent a change in control that could be beneficial to our stockholders, which could depress the market price of shares of our common stock.
Added
Accordingly, some of our customers can stop purchasing our products at any time without penalty and are free to purchase products from our competitors.
Added
All amounts under this line of credit will become due on June 28, 2026. There is no assurance that it will be renewed.
Added
Our ability to make payments on our indebtedness and to fund our operations depends on our ability to generate cash in the future. Our future operating performance is subject to market conditions and business factors that are beyond our control.
Added
Uncertainty over global tariffs, or the financial impact of tariffs, may negatively affect our results. Our business is impacted by international or cross-border trade, including the import and export of products and goods into and out of the United States and trade tensions among nations.
Added
For example, U.S. domestic and global tariff frameworks have increased our costs of producing goods and resulted in additional risks to our supply chain. More tariff changes are also possible.
Added
We have developed strategies to mitigate, in part, previously implemented and, in some cases, proposed tariff increases, but there is no assurance we will be able to continue to mitigate the materially adverse impact of tariff increases on our financial and operating results.
Added
Further, uncertainties about future tariff changes could result in mitigation actions undertaken by us that could prove to be detrimental to our business and our relationships with our customers and suppliers.
Added
The scope of the tariffs and the rates at which they are implemented may continue to fluctuate and change in an unpredictable manner that further complicates our ability to implement mitigation actions.
Added
We are also subject to certain anti-takeover provisions under Nevada law.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeDespite our efforts, we cannot eliminate all risks from cybersecurity threats or provide assurances that we have not experienced an undetected cybersecurity incident.
Biggest changeWe believe that we have no t experienced any cybersecurity incidents in the fiscal year ended October 31, 2025 that have materially affected us, including our operations, business strategy, results of operations or financial condition. Despite our efforts, we cannot eliminate all risks from cybersecurity threats or provide assurances that we have not experienced an undetected cybersecurity incident. 18
Management is responsible for identifying, considering and assessing material cybersecurity risks on an ongoing basis, establishing processes to ensure that such potential cybersecurity risk exposures are monitored. We believe that we have not experienced any cybersecurity incidents in the fiscal year ended October 31, 2024.
Management is responsible for identifying, considering and assessing material cybersecurity risks on an ongoing basis, establishing processes to ensure that such potential cybersecurity risk exposures are monitored.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeWe own a 50,000 square foot facility located at 27700 Frontage Road in La Junta, Colorado used for office and warehouse space. In connection with the acquisition of Empire Coffee on November 6, 2024, we entered into a lease located at 21 Grace Church Street, Port Chester, New York.
Biggest changeIn connection with the acquisition of Empire Coffee on November 6, 2024, we entered into a lease located at 21 Grace Church Street, Port Chester, New York. We pay an annual rent of approximately $840,000 under the terms of the lease which expires November 2028.
ITEM 2. PROPERTIES We are headquartered at 3475 Victory Boulevard, Staten Island, New York, where we lease office and warehouse space. We pay annual rent ranging from $118,381 to $133,237 under the terms of the lease, which expires on April 30, 2029. We lease production, warehouse and office space in North Andover, MA.
ITEM 2. PROPERTIES We are headquartered at 3475 Victory Boulevard, Staten Island, New York, where we lease office and warehouse space. We pay annual rent ranging from $118,381 to $133,237 under the terms of the lease, which expires on April 30, 2029.
We pay an annual rent of approximately $600,000 under the terms of the lease which expires November 2028. We also use a variety of independent, bonded commercial warehouses to store our green coffee beans. The Company pays for these warehouses based on the specific square footage used and can adjust depending on storage needs.
We also use a variety of independent, bonded commercial warehouses to store our green coffee beans. The Company pays for these warehouses based on the specific square footage used and can adjust depending on storage needs. Our management believes that our facilities are adequate for our current operations and for our contemplated operations in the foreseeable future.
We pay an annual rent of $168,288 under the terms of a lease, which expires in May 2028. We lease production, warehouse and office space in Burlington, Washington. We pay an annual rent of $45,000 under the terms of a lease, which expires in December 2026.
We pay an annual rent of approximately $55,000 under the terms of a lease, which expires in December 2026. We own a 50,000 square foot facility located at 27700 Frontage Road in La Junta, Colorado used for office and warehouse space.
Removed
Our management believes that our facilities are adequate for our current operations and for our contemplated operations in the foreseeable future. 18
Added
During the year, we leased production, warehouse and office space in North Andover, MA and paid annual rent of approximately $250,000. In October 2025, we ceased operations of our Comfort Foods manufacturing subsidiary and exited the leased production, warehouse, and office facility located at 25 Commerce Way, North Andover, Massachusetts. We lease production, warehouse and office space in Burlington, Washington.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeAs of January 22, 2025 , we had 170 holders of record. Unregistered Sales of Equity Securities There were no sales of unregistered equity securities in the fiscal year ended October 31, 2024. Securities Authorized for Issuance under Equity Compensation Plans See “Item 11.
Biggest changeAs of January 22, 2026, we had 156 holders of record. 19 Unregistered Sales of Equity Securities There were no sales of unregistered equity securities in the fiscal year ended October 31, 2025. Repurchase of Securities The Company did not purchase any shares of its common stock during the fiscal year ended October 31, 2025.
Executive Compensation” for information regarding shares of our common stock authorized for issuance under our stock compensation plans, which information is incorporated herein by reference.
Securities Authorized for Issuance under Equity Compensation Plans See “Item 11. Executive Compensation” for information regarding shares of our common stock authorized for issuance under our stock compensation plans, which information is incorporated herein by reference. ITEM 6. [RESERVED]
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Our common stock trades on the NASDAQ Capital Market under the symbol “JVA.” We do not currently pay cash dividends on our common stock. Our board of directors does not have any intention of paying a dividend in the future.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Principal Market Our common stock trades on the Nasdaq Capital Market under the symbol “JVA.” To date, we have not paid cash dividends on our common stock.
Added
However, our board of directors has declared that it intends to issue a dividend on or about February 26, 2026 of $0.08 per share to shareholders of record as of February 10, 2026.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeThe change in cash flow from financing activities for the fiscal year ended October 31, 2024 was primarily due to our pay down of our line of credit.
Biggest changeFor the fiscal year ended October 31, 2025 our financing activities had net cash used of $6,050,000 compared to net cash used in financing activities of $9,627,234 for the fiscal year ended October 31, 2024. The year-over-year change in cash flows from financing activities was primarily attributable to activity on the Company’s line of credit.
(“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, a NY based long-running private-label roaster. 20 Our net sales are affected by the price of green coffee.
(“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, a NY based long-running private-label roaster. Our net sales are affected by the price of green coffee.
We have based these forward-looking statements upon information available to management as of the date of this Form 10-K 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; ● the success of our joint ventures; ● 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; 19 ● 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”).
We have based these forward-looking statements upon information available to management as of the date of this Annual 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; ● the success of our joint ventures; ● 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”).
Cost of sales for the fiscal year ended October 31, 2024 was $62,520,529, or 80% of net sales, as compared to $57,214,382, or 84% of net sales, for the fiscal year ended October 31, 2023. Cost of sales consists primarily of the cost of green coffee and packaging materials and realized and unrealized gains or losses on hedging activity.
Cost of sales for the fiscal year ended October 31, 2025 was 80,868,881, or 84% of net sales, as compared to $62,520,529, or 80% of net sales, for the fiscal year ended October 31, 2024. 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 fiscal year ended October 31, 2024, the net result of our hedging activities resulted in a gain of approximately $1.6 million, and for the fiscal year ended October 31, 2023, the net result of our hedging activities resulted in a loss of approximately $189,000.
For the fiscal year ended October 31, 2025, the net result of our hedging activities resulted in a gain of approximately $1.8 million, and for the fiscal year ended October 31, 2024, the net result of our hedging activities resulted in a gain of approximately $1.6 million.
Recent Events See description of recent events of the Company in Item 1 – “Recent Developments”. Critical Accounting Policies and Estimates We prepare our consolidated financial statements in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). Our significant accounting policies are described in Note 2 – Summary of Significant Accounting Policies to our consolidated financial statements attached hereto.
Critical Accounting Policies and Estimates We prepare our consolidated financial statements in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). Our significant accounting policies are described in Note 2 – Summary of Significant Accounting Policies to our consolidated financial statements attached hereto.
On March 17, 2022, we reached an agreement for a new loan modification agreement and credit facility which extended the maturity date to June 29, 2022. All other terms of the A&R Loan Agreement and A&R Loan Facility remained the same. On June 28, 2022, we reached an agreement for a new loan modification agreement and credit facility with Webster.
All other terms of the A&R Loan Agreement and A&R Loan Facility remained the same. 23 On June 28, 2022, we reached an agreement for a new loan modification agreement and credit facility with Webster.
We expect to fund our operations, including paying our liabilities, funding capital expenditures and making required payments on our indebtedness, through October 31, 2025 with cash provided by operating activities and the use of our credit facility.
We expect to fund our operations, including paying our liabilities, funding capital expenditures and making required payments on our indebtedness, through October 31, 2026 with cash provided by operating activities and the use of our credit facility. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Not applicable.
Our expense for income taxes for the fiscal year ended October 31, 2024 totaled $849,885, compared to a benefit of $268,220 for the fiscal year ended October 31, 2023. The change was attributable to the difference in the income for the fiscal year ended October 31, 2024 versus the fiscal year ended October 31, 2023. Net Income (Loss) .
Our expense for income taxes for the fiscal year ended October 31, 2025 totaled $517,689, compared to an expense of $849,885 for the fiscal year ended October 31, 2024. The change was attributable to the difference in the income for the fiscal year ended October 31, 2025 versus the fiscal year ended October 31, 2024. Net Income.
Gross profit as a percentage of net sales increased to 20% for the fiscal year ended October 31, 2024, from 16% for the fiscal year ended October 31, 2023. The increase in gross profit percentage was attributable to higher sales volume during the current year. Operating Expenses.
Gross profit as a percentage of net sales decreased to 16% for the fiscal year ended October 31, 2025, from 20% for the fiscal year ended October 31, 2024. The decrease in gross profit percentage was attributable to tariff costs in the current year. Operating Expenses.
We had net income of $2.2 million, or $0.39 of per share basic and diluted, for the fiscal year ended October 31, 2024 compared to a net loss of ($835,576), or ($0.15) per share basic and diluted, for the fiscal year ended October 31, 2023. The decrease in net loss was due to our results of operations as described above.
We had net income of $1,403,439, or $0.25 of per share basic and diluted, for the fiscal year ended October 31, 2025 compared to net income of $2,218,014, or $0.39 per share basic and diluted, for the fiscal year ended October 31, 2024. The change in net income was due to our results of operations as described above.
The increased cash flow from operations for the fiscal year ended October 31, 2024 was primarily due to our increased net income. 23 For the fiscal year ended October 31, 2024, our investing activities provided net cash of $2,843,069 as compared to the fiscal year ended October 31, 2023 when net cash used by investing activities was $857,760.
For the fiscal year ended October 31, 2025, our investing activities used net cash of $1,710,162 as compared to the fiscal year ended October 31, 2024 when net cash provided by investing activities was $2,843,069.
For the fiscal year ended October 31, 2024, our operating activities provided net cash of $5,431,211 as compared to the fiscal year ended October 31, 2023 when operating activities used net cash of $652,083.
For the fiscal year ended October 31, 2025, our operating activities used net cash of $5,018,989 as compared to the fiscal year ended October 31, 2024 when operating activities provided net cash of $5,431,211. The decrease primarily relates to increases to inventory and accounts receivable.
Income Before Provision For Income Taxes. We had an income of $3,135,145 before income taxes for the fiscal year ended October 31, 2024 compared to a loss of $1,103,796 for the fiscal year ended October 31, 2023, resulting in a net change of $4,238,941 for the year ended October 31, 2024. Income Taxes .
Income Before Provision For Income Taxes. We had an income of $1,921,128 before income taxes for the fiscal year ended October 31, 2025 compared to income of $3,067,899 for the fiscal year ended October 31, 2024, resulting in a net change of $1,146,771 for the year ended October 31, 2025.
Overview We are an integrated wholesale coffee roaster and dealer 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.
In addition, we undertake no responsibility to update any forward-looking statement to reflect events or circumstances, that occur after the date of this annual report. 20 Overview We are an integrated wholesale coffee roaster and dealer 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.
RESULTS OF OPERATIONS Year Ended October 31, 2024 (Fiscal Year 2024) Compared to the Year Ended October 31, 2023 (Fiscal Year 2023) Net Sales. Net sales totaled $78,562,298 for the fiscal year ended October 31, 2024, an increase of $10,388,894, or 15%, from $68,173,404 for the fiscal year ended October 31, 2023.
RESULTS OF OPERATIONS Year Ended October 31, 2025 (Fiscal Year 2025) Compared to the Year Ended October 31, 2024 (Fiscal Year 2024) Net Sales. Net sales totaled $96,283,547 for the fiscal year ended October 31, 2025, an increase of $17,721,249, or 23%, from $78,562,298 for the fiscal year ended October 31, 2024.
The increase in the cost of sales was due to higher sales volume, salaries and packaging materials offset by the hedging activities discussed above. Gross Profit. Gross profit for the fiscal year ended October 31, 2024 was $16,041,769 an increase of $5,082,747 from $10,959,022 for the fiscal year ended October 31, 2023.
The increase in cost of sales was due to higher sales volume, increased salaries, higher packaging material costs, and the impact of tariffs, partially offset by the hedging activities discussed above. 22 Gross Profit. Gross profit for the fiscal year ended October 31, 2025 was $15,414,666, a decrease of $627,103 from $16,041,769 for the fiscal year ended October 31, 2024.
Total operating expenses increased by $787,494 to $13,078,211 for the fiscal year ended October 31, 2024, from $12,290,717 for the fiscal year ended October 31, 2023. Selling and administrative expenses increased from $11,680,782 for the year ended October 31, 2023, to $12,457,268 for the fiscal year ended October 31, 2024.
Total operating expenses increased by $184,095 to $13,262,306 for the fiscal year ended October 31, 2025, from $13,078,211 for the fiscal year ended October 31, 2024. Selling and administrative expenses decreased from $12,457,268 for the year ended October 31, 2024, to $12,418,640 for the fiscal year ended October 31, 2025. Overall operating expenses remained consistent year over year.
We believe the following critical accounting policies involve the most significant judgements and estimates used in the preparation of our consolidated financial statements.
We believe the following critical accounting policies involve the most significant judgements and estimates used in the preparation of our consolidated financial statements. Revenue is recognized when control of goods transfers to the customer at an amount that reflects the consideration the Company expects to receive.
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 annual report.
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.
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.
Accordingly, price fluctuations in one country generally have not had a material effect on our results of operations, liquidity and capital resources.
Liquidity and Capital Resources As of October 31, 2024, we had working capital of $21,526,983, which represented a $2,926,721 increase from our working capital of $18,600,262 as of October 31, 2023.
Liquidity and Capital Resources As of October 31, 2025, we had working capital of $22,633,292, which represented a $1,106,309 increase from our working capital of $21,526,983 as of October 31, 2024. Our working capital increase was primarily due to the increase in inventories and accounts receivable.
The supply and price of coffee beans are subject to volatility and are influenced by numerous factors which are beyond our control.
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. 21 The supply and price of coffee beans are subject to volatility and are influenced by numerous factors which are beyond our control.
Other income for the fiscal year ended October 31, 2024 was $104,341, a decrease of $123,558 from other income of $227,899 for the fiscal year ended October 31, 2023.
Other Income (Expense). Other income (expense) for the fiscal year ended October 31, 2025 was $(231,232), a decrease of $335,573 from other income of $104,341 for the fiscal year ended October 31, 2024. The decrease in other income of $335,573 was attributable to the gain recognized on the extinguishment of the lease in the prior year.
Removed
We recognize 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 we evaluate the transfer of promised goods or services and recognizes revenue when our customer obtains control of promised goods or services in an amount that reflects the consideration which we expect to be entitled to receive in exchange for those goods or services.
Added
Applying ASC 606 requires judgment in identifying performance obligations, determining the transaction price, and estimating variable consideration such as rebates, discounts, and returns. These estimates are based on historical experience, current contractual terms, and expectations of future outcomes, and changes in these assumptions could impact the timing and amount of revenue recognized.
Removed
To determine revenue recognition for the arrangements that we determine are within the scope of ASC 606, we perform 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. 21 We have intangible assets consisting of our customer lists and relationships and trademarks acquired from Comfort Foods, OPTCO and SONO.
Added
The decrease was primarily attributable to increased costs associated with tariffs on imported goods, which negatively impacted margins during the fiscal year ended October 31, 2025, as well as operating losses incurred by Second Empire following its acquisition in November 2024. Income Taxes.
Removed
At October 31, 2024 our balance sheet reflected intangible assets as set forth below: October 31, 2024 Customer list and relationships, net $ 154,250 Trademarks and tradenames 327,000 $ 481,250 The trademarks which are deemed to have indefinite lives are subject to annual impairment tests.
Added
On March 17, 2022, we reached an agreement for a new loan modification agreement and credit facility which extended the maturity date to June 29, 2022.
Removed
We assess the potential impairment of indefinite lived intangible assets annually and on an interim basis whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Upon completion of such review, if impairment is found to have occurred, a corresponding charge will be recorded.
Added
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.
Removed
The value assigned to the customer list and relationships is being amortized over a twenty-year period and a recoverability test is performed whenever events or changes in circumstances indicate that the carrying value may not be recoverable.
Added
The change is primarily attributable to capital expenditures related to leasehold improvements at the Second Empire location, as well as equipment purchases and the acquisition of Second Empire.
Removed
Because we are a single reporting unit, we used a hybrid approach to determine our fair market value, which included an income approach to conduct the annual impairment assessment. Indefinite lived intangible assets are tested annually at the end of each fiscal year to determine whether they have been impaired.
Removed
Upon completion of each annual review, there can be no assurance that a material charge will not be recorded. Impairment testing is required more often than annually if an event or circumstance indicates that an impairment or decline in value may have occurred.
Removed
Officers’ salaries increased from $609,935 for the fiscal year ended October 31, 2023 to $620,943 for the fiscal year ended October 31, 2024. Operating expenses increased primarily due to an increase in freight charges relating to our increase in sales. 22 Other Income (Expense).
Removed
The decrease in other income of $123,558 was attributable to other income in the prior year of $634,181 due to an insurance claim and a $650,000 gain from the sale of an investment offset by a decrease of $322,961 of interest expense, decrease from a loss from equity method investments of $511,878, and an increase from the gain from an extinguishment of a lease of $210,567 in the current year.
Removed
Our working capital increase was primarily due to the outstanding balance on our line of credit of $0 as of October 31, 2024, compared to $9,620,000 as of October 31, 2023.
Removed
The increase in our uses of cash in investing activities was due to our proceeds from the sale of our investment during the fiscal year ended October 31, 2024.
Removed
For the fiscal year ended October 31, 2024 our financing activities had net cash used of $9,627,234 compared to net cash provided by financing activities of $423,781 for the fiscal year ended October 31, 2023.

Other JVA 10-K year-over-year comparisons