COFFEE HOLDING CO INC
For the period ended Jul 31, 2024. Filed Sep 13, 2024.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jul 31, 2024 · Filed Sep 13, 2024
JVA$4.86+0.8%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-04-30; filed 2024-06-17.
0001493152-24-024160
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2024-07-31; filed 2024-09-13.
0001493152-24-036225
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 56 previous paragraphs and 46 current paragraphs.
16 unchanged; 26 reworded; 2 added; 13 removed; 1 previous and 2 current paragraphs rearranged.
Tables are not compared: 4 previous and 3 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (2)
Current report
Nine Months Ended July 31, 2024 Compared to the Nine Months Ended July 31, 2023
Current report
On June 27, 2024, the Borrowers entered into the Tenth Loan Modification Agreement with Webster which amended the A&R Loan Agreement to, among other things: (i) provide for a new loan maturity date of June 29, 2025, (ii) provide that the applicable margin requirement for any revolving loan outstanding under the A&R Loan Agreement to 2.25%, (iii) provide that the maximum facility amount shall be $10,000,000 and (iv) to adjust certain definitions and terms related to the borrowing base and leverage ratios applicable to the A&R Loan Agreement.
Removed paragraphs (13)
Previous report
As a result of the Merger, each issued and outstanding share of JVA common stock, $0.001 par value per share (the “JVA Common Stock”), will be cancelled and converted for the right of the holder thereof to receive one ordinary share, par value $0.0001 of Pubco (the “Pubco Ordinary Shares”).
Previous report
As a condition to the Merger, Pubco shall also acquire all of the issued and outstanding Delta securities from the Sellers in exchange for Pubco Ordinary Shares (the “Exchange” and, collectively with the Merger and the other transactions contemplated by the Merger Agreement, the “Transactions”). As a result of the Transactions, JVA and Delta will each become direct, wholly-owned subsidiaries of Pubco, with JVA stockholders receiving approximately $31.5 million (or 4.79%) worth of Pubco Ordinary Shares (the “Merger Consideration”) and Delta stockholders receiving approximately $625 million (or 95.21%) worth of Pubco Ordinary Shares (the “Exchange Consideration” and collectively with the Merger Consideration, the “Business Combination Consideration”), subject to certain adjustments, at an implied diluted value per share of $5.50. The Business Combination Consideration may be adjusted if Delta closes certain acquisitions prior to the closing of the Transactions. The Merger Agreement also includes an earn-out to existing stockholders of Delta, consisting of $50 million of additional Pubco Ordinary Shares, which will be released to Delta stockholders if and when Delta achieves $70 million or greater of net income for fiscal year ending 2023.
Previous report
At the effective time of the Merger (the “Merger Effective Time”), each award of options to purchase JVA Common Stock (each, a “JVA Stock Option”) that is outstanding, whether vested or unvested, will be cancelled and substituted with option(s) to purchase Pubco Ordinary Shares to be granted under the Pubco equity plan (the “Substituted Options”). The Substituted Options will represent the right to purchase that number of shares of Pubco Ordinary Shares equal to the number of shares of JVA Common Stock underlying such JVA Stock Option immediately prior to the Merger Effective Time with a per-share exercise price of such Substituted Option equal to the exercise price per JVA Common Stock subject to such JVA Stock Option immediately prior to the Merger Effective Time.
Previous report
Prior to execution of the Merger Agreement, JVA’s board of directors (the “Board”) unanimously (i) determined that the terms and provisions of the Merger Agreement and the transactions contemplated therein, including the Merger and Transactions, are fair, advisable to and in the best interests of JVA and its stockholders, (ii) approved the Merger Agreement and related Transactions, (iii) directed that the adoption of the Merger Agreement be submitted to a vote at a meeting of the stockholders of JVA, and (iv) resolved to recommend that JVA’s stockholders adopt the Merger Agreement.
Previous report
JVA, Pubco, Delta and the Sellers have made customary representations and warranties in the Merger Agreement and have agreed to customary covenants regarding the operation of their respective businesses prior to the closing of the transactions contemplated thereby. Consummation of the Merger is subject to customary closing conditions, including, without limitation, (i) approval of the Merger Agreement and the transactions contemplated thereunder by a majority of JVA’s stockholders (the “JVA Stockholder Approval”), (ii) the absence of any law or order that prevents or prohibits the consummation of the Transaction, (iii) obtaining all requisite governmental authorizations, (iv) effectiveness of the Registration Statement of Pubco on Form F-4, and (v) approval of the listing of Pubco Ordinary Shares on the Nasdaq Capital Market.
Previous report
From the date of the Merger Agreement until October 19, 2022 (the “Go-Shop Period”), JVA had the right to initiate, solicit, facilitate and encourage any inquiry or the making of any proposals or offers that would constitute an acquisition proposal involving more than fifteen percent (15%) of JVA’s assets or outstanding shares of common stock or in which the stockholders of JVA immediately preceding the contemplated transaction would hold less than eighty-five percent (85%) of the voting equity interest of the surviving company (each or any combination of the foregoing, a “Takeover Proposal”), including by way of providing access to non–public information to any third party pursuant to a non-disclosure agreement. Following the expiration of the Go-Shop Period, JVA ceased such activities and be subject to customary “no-shop” restrictions on its ability to solicit a Takeover Proposal from third parties and to provide non-public information to and engage in discussions with a third party in relation to a Takeover Proposal, except that JVA may continue to engage in the aforementioned activities with third parties from whom JVA has received a Takeover Proposal that the Board has determined constitutes or is reasonably likely to lead to a Superior Proposal (as defined below) and has determined that the failure to take such actions would be inconsistent with the Board’s fiduciary duties.
Previous report
Prior to obtaining JVA Stockholder Approval, the Board may change its recommendation that stockholders vote to adopt the Merger Agreement (a “Change in Recommendation”) (i) in response to any material event or change in circumstances with respect to JVA that was not actually known or reasonably foreseeable by JVA prior to the date of the Merger Agreement (an “Intervening Event”) that the Board determines in good faith (after consultation with its financial advisor and outside legal counsel) that the failure to change its recommendation in such circumstances would be reasonably likely to violate its fiduciary duties to the stockholders of JVA under applicable law or (ii) if JVA has received a Takeover Proposal involving more than fifty percent (50%) of JVA’s assets or outstanding shares of common stock or in which the stockholders of JVA immediately preceding the contemplated transaction would hold less than fifty percent (50%) of the voting equity interest of the surviving company, that the Board determines in good faith (after consultation with its financial advisor and outside legal counsel) is reasonably likely to be consummated in accordance with its terms and, among other things, if consummated, would be more favorable from a financial point of view to JVA’s stockholders than the Transactions (a “Superior Proposal”) (in which case JVA may also terminate the Merger Agreement to enter into such Superior Proposal, subject to certain conditions including payment of the JVA Termination Fee, as described below).
Previous report
Before the Board may change its recommendation in connection with an Intervening Event or a Superior Proposal, or terminate the Merger Agreement to accept a Superior Proposal, JVA must provide Delta prompt written notice of its decision to make a Change in Recommendation and for at least five (5) business days after such notice, JVA will negotiate with Delta to enable Delta to revise the terms of the Merger Agreement so that the Takeover Proposal no longer constitutes a Superior Proposal. Each time modifications to any material term of such alternative acquisition proposal determined to be a Superior Proposal are made, JVA must notify Pubco of such modification and such five (5) business day period will recommence.
Previous report
The Merger Agreement may be terminated by each of Delta and of JVA under certain circumstances, including, among others by either Delta or JVA if the Merger has not been consummated by April 1, 2024 (the “Outside Date”). If the Merger Agreement is terminated under certain circumstances, including, among others, as a result of breach by either JVA or Delta of their respective representations, warranties or covenants in the Merger Agreement, whereby JVA or Delta, respectively, may be entitled to a termination fee in the amount of $750,000 plus disbursements of all documented, out-of-pocket expenses up to $250,000. In addition, if JVA terminates the Merger Agreement to accept a Takeover Proposal or the Board (i) adversely changes its recommendation to the stockholders of JVA regarding the adoption of the Merger Agreement or (ii) supports the approval of any JVA Takeover Proposal, then Delta shall be entitled to a termination fee of $1.3 million and plus a disbursement of reasonable expenses up to $2 million (the “JVA Termination Fee”).
Previous report
The equityholders of Delta and JVA will have certain customary registration rights with respect to the Pubco Ordinary Shares to be received in the transaction pursuant to the terms of a registration rights agreement, dated September 29, 2022 (the “Registration Rights Agreement”).
Previous report
On September 29, 2022, concurrently with the entry into the Merger Agreement, Delta, Pubco and JVA entered into Voting and Support Agreements (the “JVA Voting Agreement”) with Andrew Gordon, President and Chief Executive Officer of JVA, and David Gordon, Executive Vice President and Chief Operating Officer of JVA, pursuant to which Messrs. Gordon have agreed to vote in favor of adopting the Merger Agreement and the related transactions as contemplated thereunder. JVA Voting Agreements will terminate upon the earliest to occur of (i) the mutual written consent of each of Delta, Pubco, JVA and Messrs. Gordon, (ii) the Merger Effective Time, and (iii) the date of termination of the Merger Agreement in accordance with its terms. There was a shareholder vote in April 2024 on the Merger Agreement that did not pass. An additional vote is expected to occur before the end of fiscal 2024.
Previous report
Six Months Ended April 30, 2024 Compared to the Six Months Ended April 30, 2023
Previous report
The current balance outstanding as of April 30, 2024 under the A&R Loan Agreement is $3.0 million. We are seeking to extend the term of the line of credit agreement and are currently in discussions with the lender. However, until such time as the line of credit is renewed, there is substantial doubt regarding our ability to continue as a going concern and the ability to meet our obligations as they become due within the twelve months from the date the consolidated financial statements are issued.
Reworded paragraphs (26)
Previous wording
Some of the matters discussed under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operation,” “Business,” “Risk Factors” and elsewhere in this annual 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 Form 10-Q and management’s expectations and projections about future events, including, among other things:
Current wording
Some of the matters discussed under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operation,” “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 Form 10-Q and management’s expectations and projections about future events, including, among other things:
Previous wording
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. 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.
Current wording
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.
Previous wording
On September 29, 2022, Coffee Holding Co., Inc, a Nevada corporation (“JVA”), entered into a Merger and Share Exchange Agreement (the “Merger Agreement”), by and among JVA, 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 (the “Sellers”). Upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into JVA, with JVA surviving as a direct, wholly-owned subsidiary of Pubco (the “Merger”). On June 29, 2023, JVA, Pubco, Delta, Merger Sub and the Sellers entered into Amendment 1 to the Merger Agreement (the “First Amendment”). On January 4, 2024, JVA, Pubco, Delta, Merger Sub and the Sellers entered into Amendment 2 to the Merger Agreement (the “Second Amendment”).
Current wording
On September 29, 2022, Coffee Holding Co., Inc, a Nevada corporation (“JVA”), entered into a Merger and Share Exchange Agreement (the “Merger Agreement”), by and among JVA, 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. Upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub would merge with and into JVA, with JVA surviving as a direct, wholly-owned subsidiary of Pubco (the “Merger”). In April 2024, the Company held a special meeting of stockholders at which approval of the Merger Agreement and the Merger did not receive the requisite votes. On June 21, 2024, JVA terminated the Merger Agreement. No early termination penalties were payable by JVA upon termination of the Merger Agreement.
Previous wording
There have been no changes to our critical accounting policies during the three and six months ended April 30, 2024. 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” 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 footnotes thereto, each included in our annual report on Form 10-K filed with the SEC on February 9, 2024 for the fiscal year ended October 31, 2023.
Current wording
There have been no changes to our critical accounting policies during the three and nine months ended July 31, 2024. 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” 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 included in our annual report on Form 10-K filed with the SEC on February 9, 2024 for the fiscal year ended October 31, 2023.
Previous wording
Net Sales. Net sales totaled $18,995,913 for the three months ended April 30, 2024, an increase of $3,675,210, or 24%, from $15,320,703 for the three months ended April 30, 2023. The increase in net sales was due to increased sales to new private label customers.
Current wording
Net Sales. Net sales totaled $18,813,162 for the three months ended July 31, 2024, an increase of $3,048,797, or 19%, from $15,764,365 for the three months ended July 31, 2023. The increase in net sales was due to increased sales to new private label customers.
Previous wording
Cost of Sales. Cost of sales for the three months ended April 30, 2024 was $15,291,933, or 80.5% of net sales, as compared to $12,488,522, or 81.5% of net sales, for the three months ended April 30, 2023, an increase of $2,803,411. Cost of sales consists primarily of the cost of green coffee and packaging materials and realized and unrealized gains or losses on hedging activity. This increase was due to higher green coffee costs during the period.
Current wording
Cost of Sales. Cost of sales for the three months ended July 31, 2024 was $14,887,098, or 79.1% of net sales, as compared to $13,315,602, or 84.5% of net sales, for the three months ended July 31, 2023, an increase of $1,571,496. Cost of sales consists primarily of the cost of green coffee and packaging materials and realized and unrealized gains or losses on hedging activity. This increase in gross margin was due to price increases that were initiated during the three months ended July 31, 2024 for our roasted coffee customers as well as a favorable inventory position which resulted in higher gross margins related to our wholesale green coffee customers.
Previous wording
Gross Profit. Gross profit for the three months ended April 30, 2024 amounted to $3,703,980 or 19.5% of net sales, as compared to $2,832,181 or 18.5% of net sales, for the three months ended April 30, 2023. The increase in gross profits on a percentage and dollar basis was attributable to the factors listed above.
Current wording
Gross Profit. Gross profit for the three months ended July 31, 2024 amounted to $3,926,064 or 20.9% of net sales, as compared to $2,448,763 or 15.5% of net sales, for the three months ended July 31, 2023. The increase in gross profits on a percentage and dollar basis was attributable to the factors listed above.
Previous wording
Operating Expenses. Total operating expenses increased by $553,995 to $3,770,630 for the three months ended April 30, 2024 from $3,216,635 for the three months ended April 30, 2023. Selling and administrative expenses increased by $557,831 and officers’ salaries decreased by $3,836. The increase in selling and administrative expenses was due to higher payroll costs, professional fees, and insurance expense, partially offset by decreases in medical expenses. automobile costs, and advertising costs.
Current wording
Operating Expenses. Total operating expenses increased by $354,191 to $3,206,201 for the three months ended July 31, 2024 from $2,852,010 for the three months ended July 31, 2023. Selling and administrative expenses increased by $336,373 and officers’ salaries increased by $17,818. The increase in selling and administrative expenses was due to higher payroll costs, professional fees, and insurance expense, partially offset by decreases in medical expenses. automobile costs, and advertising costs.
Previous wording
Other Income (Expense). Other expense for the three months ended April 30, 2024 was $32,823, a decrease of $90,563 from $123,386 for the three months ended April 30, 2023. The decrease in other expense was attributable to a decrease in interest expense of $45,853, and an increase in our interest income of $34,400, partially offset by an increase in our loss from our equity investments of $10,310 during the three months ended April 30, 2024.
Current wording
Other Income (Expense). Other income for the three months ended July 31, 2024 was $166,182, a decrease of $84,934 from other income of $251,116 for the three months ended July 31, 2023. The change was attributable to a decrease in interest expense of $99,383, an increase in interest income of $249, a decrease in loss from our equity method investments of $5,007, and a gain on extinguishment of lease of $210,567, partially offset by a decrease in other income of $400,140 related to an insurance claim.
Previous wording
Income Taxes. Our expense for income taxes for the six months ended April 30, 2024 totaled $64,705 compared to a benefit of $315,250 for the six months ended April 30, 2023. The change was primarily attributable to the difference in the income for the six months ended April 30, 2024 versus the loss in the six months ended April 30, 2023.
Current wording
Income Taxes. Our expense for income taxes for the three months ended July 31, 2024 totaled $259,249 compared to a benefit of $40,250 for the three months ended July 31, 2023. The change was primarily attributable to the difference in the income for the three months ended July 31, 2024 versus the loss for the three months ended July 31, 2023.
Previous wording
Net (Loss) Income. We had a net loss of $21,841 or $— per share basic and diluted, for the three months ended April 30, 2024 compared to a net loss of $359,840, or $0.06 per share basic and diluted for the three months ended April 30, 2023.
Current wording
Net Income (Loss). We had net income of $626,796, or $0.11 per share basic and diluted, for the three months ended July 31, 2024 compared to a net loss of $111,881, or $0.02 per share basic and diluted, for the three months ended July 31, 2023.
Previous wording
Net Sales. Net sales totaled $38,536,315 for the six months ended April 30, 2024, an increase of $4,889,497, or 15%, from $33,646,818 for the six months ended April 30, 2023. The increase in net sales was due to increased sales to new private label customers..
Current wording
Net Sales. Net sales totaled $57,349,477 for the nine months ended July 31, 2024, an increase of $7,938,294, or 16%, from $49,411,183 for the nine months ended July 31, 2023. The increase in net sales was due to increased sales to new private label customers.
Previous wording
Cost of Sales. Cost of sales for the six months ended April 30, 2024 was $31,352,036, or 81.4% of net sales, as compared to $28,494,333, or 84.7% of net sales, for the six months ended April 30, 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. This increase was due to higher green coffee costs during the period.
Current wording
Cost of Sales. Cost of sales for the nine months ended July 31, 2024 was $46,239,134, or 80.6% of net sales, as compared to $41,810,204, or 84.6% of net sales, for the nine months ended July 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. This increase in gross margin was due to price increases for our roasted coffee customers as well as a favorable inventory position which resulted in higher gross margins related to our wholesale green coffee customers.
Previous wording
Gross Profit. Gross profit for the six months ended April 30, 2024 amounted to $7,184,279 or 18.6% of net sales, as compared to $5,152,485 or 15.3% of net sales, for the six months ended April 30, 2023. The increase in gross profits on a percentage basis was attributable to the factors listed above.
Current wording
Gross Profit. Gross profit for the nine months ended July 31, 2024 amounted to $11,110,343 or 19.4% of net sales, as compared to $7,600,979 or 15.4% of net sales, for the nine months ended July 31, 2023. The increase in gross profits on a percentage basis was attributable to the factors listed above.
Previous wording
Operating Expenses. Total operating expenses increased by $296,055 to $6,634,018 for the six months ended April 30, 2024 from $6,337,963 for the six months ended April 30, 2023. Selling and administrative expenses increased by $306,437 and officers’ salaries decreased by $10,382. Operating expenses increased due to higher payroll costs, professional fees, and insurance expense, partially offset by decreases in medical expenses. automobile costs, and advertising costs. for the six months ended April 30, 2024 compared to the six months ended April 30, 2023.
Current wording
Operating Expenses. Total operating expenses increased by $650,515 to $9,840,219 for the nine months ended July 31, 2024 from $9,189,704 for the nine months ended July 31, 2023. Selling and administrative expenses increased by $643,080 and officers’ salaries increased by $7,435. Operating expenses increased due to higher payroll costs, professional fees, and insurance expense, partially offset by decreases in medical expenses. automobile costs, and advertising costs. for the nine months ended July 31, 2024 compared to the nine months ended July 31, 2023.
Previous wording
Other Income (Expense). Other expense for the six months ended April 30, 2024 was $156,373, an increase of $134,658 from $21,715 for the six months ended April 30, 2023. The increase was attributable to a decrease in other income of $234,041 due to an insurance claim, partially offset by a decrease in our interest expense of $58,780 and an increase in our interest income of $31,300, during the six months ended April 30, 2023.
Current wording
Other Income (Expense). Other income for the nine months ended July 31, 2024 was $9,809, a decrease of $219,592 from other income of $229,401 for the nine months ended July 31, 2023. The decrease was attributable to a decrease in other income of $634,181 related to an insurance claim, partially offset by an increase of gain on extinguishment of lease of $210,567, decrease in interest expense of $158,163, an increase in interest income of $31,549, and a decrease in loss from equity method investments.
Previous wording
Income Taxes. Our benefit for income taxes for the three months ended April 30, 2024 totaled $77,632 compared to a benefit of $148,000 for the three months ended April 30, 2023. The change was primarily attributable to the difference in the loss for the quarter ended April 30, 2024 versus the loss in the quarter ended April 30, 2023.
Current wording
Income Taxes. Our expense for income taxes for the nine months ended July 31, 2024 totaled $323,954 compared to a benefit of $355,500 for the nine months ended July 31,2023. The change was primarily attributable to the difference in the income for the nine months ended July 31, 2024 versus the loss for the nine months ended July 31, 2023.
Previous wording
Net (Loss) Income. We had net income of $329,183 or $0.06 per share basic and diluted, for the six months ended April 30, 2024 compared to a net loss of $891,943, or $0.16 per share basic and diluted for the six months ended April 30, 2023. The increase in net income was due primarily to the reasons described above.
Current wording
Net Income (Loss). We had net income of $955,979, or $0.17 per share basic and diluted, for the nine months ended July 31, 2024 compared to a net loss of $1,003,824, or $0.18 per share basic and diluted, for the nine months ended July 31, 2023. The increase in net income was due primarily to the reasons described above.
Previous wording
As of April 30, 2024, we had working capital of $18,723,150, which represented a $122,888 increase from our working capital of $18,600,262 as of October 31, 2023. Our working capital increased primarily due to the decrease of the outstanding balance on our line of credit to $3,000,000 from $9,620,000 as of April 30, 2024 and October 31, 2023, respectively, along with a decrease of $982,781 in accounts payable and accrued expenses, and a $572,725 increase in due from broker. This is offset by a $306,288 decrease in cash and cash equivalents, a $589,995 decrease in accounts receivable, a $3,474,176 decrease in inventories, a $76,151 decrease in prepaid expenses and other current assets, a $102,023 increase in due to broker and a $371,584 increase in lease liability – current portion.
Current wording
As of July 31, 2024, we had working capital of $19,494,786, which represented a $894,524 increase from our working capital of $18,600,262 as of October 31, 2023. Our working capital increased primarily due to the decrease of the outstanding balance on our line of credit to $1,900,000 from $9,620,000 as of July 31, 2024 and October 31, 2023, respectively, along with a decrease of $670,966 in accounts payable and accrued expenses, a $917,843 increase in due from broker, a $364,181 increase in cash and cash equivalents, and a $17,131 decrease in due to broker. This was partially offset by $533,485 decrease in accounts receivable, a $4,480,524 decrease in inventories, a $3,150,000 decrease in receivable from sale of investment, a $200,309 decrease in prepaid expenses and other current assets, and an increase of $380,909 in lease liabilities - current portion.
Previous wording
On April 25, 2017 the Company and OPTCO (together with the Company, collectively referred to herein as the “Borrowers”) entered into an Amended and Restated Loan and Security Agreement (the “A&R Loan Agreement”) and Amended and Restated Loan Facility (the “A&R Loan Facility”) with Sterling National Bank (“Sterling”), which was later acquired by Webster Financial Corp. (“Webster”), which consolidated (i) the financing agreement between the Company and Sterling, dated February 17, 2009, as modified, (the “Company Financing Agreement”) and (ii) the financing agreement between Company, as guarantor, OPTCO and Sterling, dated March 10, 2015 (the “OPTCO Financing Agreement”), amongst other things.
Current wording
On April 25, 2017, we and one of our subsidiaries, Organic Products Trading Company, LLC (“OPTCO” and 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, and (ii) the financing agreement between us, as guarantor, OPTCO and Sterling, dated March 10, 2015, amongst other things.
Previous wording
On March 15, 2023, the A&R Loan Agreement was also modified to, among other things: (i) provide for a requirement for subordination agreements if necessary, (ii) change the terms of transactions with affiliates from a dollar limitation to allowable in the ordinary course of business, and (iii) establish a new covenant for a fixed charge coverage ratio. As further explained in Note 5 to the unaudited financial statements, we are required to maintain certain financial covenants with respect to our line of credit agreement. We were not in compliance with these requirements as of October 31, 2023. We have since received a waiver from the lender on May 24, 2024 and are in compliance with all requirements.
Current wording
On March 15, 2023, the A&R Loan Agreement was also modified to, among other things: (i) provide for a requirement for subordination agreements, if necessary, (ii) change the terms of transactions with affiliates from a dollar limitation to allowable in the ordinary course of business, and (iii) establish a new covenant for a fixed charge coverage ratio. As further explained in Note 5 to the unaudited condensed consolidated financial statements, we are required to maintain certain financial covenants with respect to our line of credit agreement. We were not in compliance with these requirements as of October 31, 2023. We have since received a waiver from the lender on May 24, 2024 and are in compliance with all requirements.
Previous wording
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 our lines of credit were $3,000,000 and $9,620,000 as of April 30, 2024 and October 31, 2023, respectively.
Current wording
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 our line of credit was $1,900,000 and $9,620,000 as of July 31, 2024 and October 31, 2023, respectively.
Previous wording
For the six months ended April 30, 2024, our operating activities provided net cash of $3,390,694 as compared to the six months ended April 30, 2023 when operating activities used net cash of $1,234,180. The increase in cash flow from operations was partially due to net income of $329,183 for the six months ended April 30, 2024, compared to a net loss of $891,943 for the six months ended April 30, 2023. Non-cash charges, including depreciation and amortization, unrealized gain on commodities, loss on equity method investments, amortization of ROU assets, and deferred income taxes, resulted in cash provided of $46,835 for the six months ended April 30, 2024 and cash used of $798,995 for the six months ended April 30, 2023. The aggregate of accounts receivable, inventories, prepaid expenses and other current assets, and prepaid and refundable income taxes provided $4,194,892 and $4,791,092 in operating cash flow for the six months ended April 30, 2024 and 2023, respectively. The aggregate of lease liability, deposits and other assets, and accounts payable and accrued expenses used $1,089,577 and $1,865,974 of operating cash flow for the six months ended April 30, 2024 and 2023, respectively.
Current wording
For the nine months ended July 31, 2024, our operating activities provided net cash of $5,209,235 as compared to the nine months ended July 31, 2023 when operating activities provided net cash of $799,162. The increase in cash flow from operations was partially due to net income of $955,979 for the nine months ended July 31, 2024, compared to a net loss of $1,003,824 for the nine months ended July 31, 2023. Non-cash charges, including depreciation and amortization, unrealized gain on commodities, loss on equity method investments, amortization of right-of-use assets, gain on extinguishment of lease liability, and deferred income taxes, resulted in cash used of $159,890 for the nine months ended July 31, 2024 and cash used of $440,538 for the nine months ended July 31, 2023. The aggregate change in operating assets and liabilities provided $4,413,146 and $2,243,524 in operating cash flow for the nine months ended July 31, 2024 and 2023, respectively.
Previous wording
For the six months ended April 30, 2024, our investing activities used net cash of $2,925,927 as compared to the six months ended April 30, 2023 when net cash used by investing activities was $609,131. The decrease in our use of cash in investing activities was due to our decreased purchases of machinery and equipment during the six months ended April 30, 2024.
Current wording
For the nine months ended July 31, 2024, our investing activities provided net cash of $2,879,320 as compared to the nine months ended July 31, 2023 when net cash used in investing activities was $721,696. The increase in our cash provided by investing activities was due to proceeds from the sale of an investment and decreased purchases of machinery and equipment during the nine months ended July 31, 2024.
Previous wording
For the six months ended April 30, 2024, our financing activities used net cash of $6,622,909 compared to net cash used by financing activities of $1,672,910 for the six months ended April 30, 2023. The change in cash flow from financing activities for the six months ended April 30, 2024 was due to our credit line activity.
Current wording
For the nine months ended July 31, 2024, our financing activities used net cash of $7,724,374 compared to net cash used in financing activities of $174,789 for the nine months ended July 31, 2023. The change in cash flow from financing activities for the nine months ended July 31, 2024 was primarily due to our credit line activity.
Previous wording
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 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.
Current wording
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.
Rearranged current paragraphs (2)
Current report — wording carried from elsewhere
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Current report — wording carried from elsewhere
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. The facility was then approved for a two-year extension. All other terms of the A&R Loan Agreement and A&R Loan Facility remained the same.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS