Cautionary Note on Forward-Looking Statements

Some of the matters discussed under the caption "Management's Discussion and Analysis of Financial Condition and Results of 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:





  ? 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 potential adverse impact of the COVID-19 pandemic on our operations and
    results;
  ? our expectations regarding, and the stability of, our supply chain, including
    potential shortages or interruptions in the supply or delivery of green
    coffee;
  ? the macro global economic environment;
  ? our ability to maintain and develop our brand recognition;
  ? the impact of rapid or persistent fluctuations in the price of coffee beans;
  ? fluctuations in the supply of coffee beans;
  ? the volatility of our common stock; and
  ? other risks which we identify in future filings with the Securities and
    Exchange Commission (the "SEC").

In some cases, you can identify forward-looking statements by terminology such as "may," "should," "could," "predict," "potential," "continue," "expect," "anticipate," "future," "intend," "plan," "believe," "estimate" and similar expressions (or the negative of such expressions). Any or all of our forward looking statements in this quarterly report and in any other public statements we make may turn out to be wrong. They can be affected by inaccurate assumptions we might make or by known or unknown risks and uncertainties. Consequently, no forward-looking statement can be guaranteed. In addition we undertake no responsibility to update any forward-looking statement to reflect events or circumstances that occur after the date of this quarterly report.





Overview

We are an integrated wholesale coffee roaster and dealer in the United States and one of the few coffee companies that offers a broad array of coffee products across the entire spectrum of consumer tastes, preferences and price points. As a result, we believe that we are well-positioned to increase our profitability and endure potential coffee price volatility throughout varying cycles of the coffee market and economic conditions.

Our operations have primarily focused on the following areas of the coffee industry:





  ? the sale of wholesale specialty green coffee;
  ? the roasting, blending, packaging and sale of private label coffee;
  ? the roasting, blending, packaging and sale of our eight brands of coffee; and
  ? sales of our tabletop coffee roasting equipment.




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Our operating results are affected by a number of factors including:





  ? the level of marketing and pricing competition from existing or new
    competitors in the coffee industry;
  ? our ability to retain existing customers and attract new customers;
  ? our hedging policy;
  ? fluctuations in purchase prices and supply of green coffee and in the selling
    prices of our products; and
  ? our ability to manage inventory and fulfillment operations and maintain gross
    margins.

Our net sales are driven primarily by the success of our sales and marketing efforts and our ability to retain existing customers and attract new customers. For this reason, we have made, and will continue to evaluate, strategic decisions to acquire and invest in measures that are expected to increase net sales.

Our sales are affected by the price of green coffee. We purchase our green coffee from dealers located primarily within the United States. The dealers supply us with coffee beans from many countries, including Colombia, Mexico, Kenya, Indonesia, Brazil and Uganda. The supply and price of coffee beans are subject to volatility and are influenced by numerous factors which are beyond our control. For example, in Brazil, which produces approximately 40% of the world's green coffee, the coffee crops are historically susceptible to frost in June and July and drought in September, October and November. However, because we purchase coffee from a number of countries and are able to freely substitute one country's coffee for another in our products, price fluctuations in one country generally have not had a material impact on the price we pay for coffee. Accordingly, price fluctuations in one country generally have not had a material effect on our results of operations, liquidity and capital resources. Historically, because we generally have been able to pass green coffee price increases through to customers, increased prices of green coffee generally result in increased net sales, irrespective of sales volume.

The supply and price of coffee beans are subject to volatility and are influenced by numerous factors which are beyond our control. Historically, we have used, and intend to continue to use in a limited capacity, short-term coffee futures and options contracts primarily for the purpose of partially hedging the effects of changing green coffee prices. In addition, we acquired, and expect to continue to acquire, futures contracts with longer terms, generally three to four months, primarily for the purpose of guaranteeing an adequate supply of green coffee. Realized and unrealized gains or losses on options and futures contracts are reflected in our cost of sales. Gains on options and futures contracts reduce our cost of sales and losses on options and futures contracts increase our cost of sales. The use of these derivative financial instruments has generally enabled us to mitigate the effect of changing prices. We believe that, in normal economic times, our hedging policies remain a vital element to our business model not only in controlling our cost of sales, but also giving us the flexibility to obtain the inventory necessary to continue to grow our sales while trying to minimize margin compression during a time of historically high coffee prices.

However, no strategy can entirely eliminate pricing risks and we generally remain exposed to losses on futures contracts when prices decline significantly in a short period of time, and we would generally remain exposed to supply risk in the event of non-performance by the counterparties to any of our futures contracts. Although we have had net gains on options and futures contracts in the past, we have incurred significant losses on options and futures contracts during some recent reporting periods. In these cases, our cost of sales has increased, resulting in a decrease in our profitability or increase our losses. Such losses have and could in the future materially increase our cost of sales and materially decrease our profitability and adversely affect our stock price. If our hedging policy is not effective, we may not be able to control our coffee costs, we may be forced to pay greater than market value for green coffee and our profitability may be reduced. Failure to properly design and implement an effective hedging strategy may materially adversely affect our business and operating results. If the hedges that we enter do not adequately offset the risks of coffee bean price volatility or our hedges result in losses, our cost of sales may increase, resulting in a decrease in profitability or increased losses. As previously announced, as a result of the volatile nature of the commodities markets, we have and are continuing to scale back our use of hedging and short-term trading of coffee futures and options contracts, and intend to continue to use these practices in a limited capacity going forward.





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Critical Accounting Policies and Estimates

There have been no changes to our critical accounting policies during the three months ended January 31, 2023. 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 March 29, 2023 for the fiscal year ended October 31, 2022.

Three Months Ended January 31, 2023 Compared to the Three Months Ended January 31, 2022

Net Sales. Net sales totaled $18,326,114 for the three months ended January 31, 2023, an increase of $1,621,254, or 10%, from $16,704,860 for the three months ended January 31, 2022. The increase in net sales was mostly due to organic growth with existing customers for our private label and branded products, partially offset by lower selling prices to our green coffee customers due to a significant decline in the green coffee market.

Cost of Sales. Cost of sales for the three months ended January 31, 2023 was $16,005,814, or 87% of net sales, as compared to $12,433,252, or 74% of net sales, for the three months January 31, 2022. Cost of sales consists primarily of the cost of green coffee and packaging materials and realized and unrealized gains or losses on hedging activity. The increase in cost of sales was due to our increased sales and the higher costs of packaging of $904,390, freight of $156,190 and labor of $565,376.

Gross Profit. Gross profit for the three months ended January 31, 2023 amounted to $2,320,300 or 13% of net sales, as compared to $4,271,608 or 25% of net sales, for the three months ended January 31, 2022. The decrease in gross profits on a percentage basis was attributable to the factors listed above.

Operating Expenses. Total operating expenses decreased by $599,553 to $3,121,325 for the three months ended January 31, 2023 from $3,720,878 for the three months ended January 31, 2022. Selling and administrative expenses decreased by $628,303 and officers' salaries increased by $28,750. Operating expenses decreased primarily due to our Generations joint venture not generating expenses this quarter as compared to January 31, 2022 when expenses were $800,393, partially offset by increase in various other categories.

Other Income (Expense). Other income for the three months ended January 31, 2023 was $101,672, an increase of $172,470 from other expense $70,798 for the three months ended January 31, 2022. The increase was attributable to an increase in other income of $234,041 due to an insurance claim, an increase in interest income of $1,570, a decrease in our loss from our equity investments of $26,708, partially offset by an increase in our interest expense of $89,849, during the three months ended January 31, 2023.

Income Taxes. Our benefit for income taxes for the three months ended January 31, 2023 totaled $167,250 compared to a provision of $137,406 for the three months ended January 31, 2022. The change was primarily attributable to the difference in the income for the quarter ended January 31, 2023 versus the income in the quarter ended January 31, 2022.

Net Income. We had a net loss of $532,103 or $0.09 per share basic and diluted, for the three months ended January 31, 2023 compared to net income of $280,863, or $0.05 per share basic and diluted for the three months ended January 31, 2022. The decrease in net income was due primarily to the reasons described above.

Liquidity and Capital Resources

As of January 31, 2023, we had working capital of $24,565,286, which represented a $696,938 decrease from our working capital of $25,262,224 as of October 31, 2022. Our working capital decreased primarily due to decreases of $915,609 in accounts receivable, $2,555,433 in inventories, $119,038 in due from broker, $111,636 in prepaid expenses and other current assets, increases of $535,039 in accounts payable and accrued expenses, partially offset by increases of $1,738,755 in cash, decreases of $876,148 in cash overdrafts, $891,059 in due to broker, $33,855 in lease liability - current portion. As of January 31, 2023, the outstanding balance on our line of credit was $8,328,782 compared to $8,314,000 as of October 31, 2022.





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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.

On March 17, 2022, the Company 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.

On June 28, 2022, the Company reached an agreement for a new loan modification agreement and credit facility with Webster Bank. The terms of the new agreement, among other things: (i) provided for a new maturity date of June 30, 2024, and (ii) changed the interest rate per annum to SOFR plus 1.75% (with such interest rate not to be lower than 3.50%). All other terms of the A&R Loan Agreement and A&R Loan Facility remained the same.

As further explained in Note 5 to the unaudited financial statements, the Company is subject to certain covenants with respect to its line of credit agreement. The Company was not in compliance with the net profit and non-borrower affiliate covenants as of October 31, 2022. The Company requested a waiver from the lender and the waiver was granted and received on March 15, 2023. The lender also extended the due date of the October 31, 2022 financial statements until April 15, 2023. 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.

Each of the A&R Loan Facility and A&R Loan Agreement contains covenants, subject to certain exceptions, that place annual restrictions on the Borrowers' operations, including covenants relating to debt restrictions, capital expenditures, indebtedness, minimum deposit restrictions, tangible net worth, net profit, leverage, employee loan restrictions, dividend and repurchase restrictions (common stock and preferred stock), and restrictions on intercompany transactions. The outstanding balance on the Company's lines of credit were $8,328,782 and $8,314,000 as of January 31, 2023 and October 31, 2022, respectively.

For the three months ended January 31, 2023, our operating activities provided net cash of $1,927,364 as compared to the three months ended January 31, 2022 when operating activities used net cash of $1,233,464. The increased cash flow from operations for the three months ended January 31, 2023 was primarily due to our inventory position.

For the three months ended January 31, 2023, our investing activities used net cash of $202,018 as compared to the three months ended January 31, 2022 when net cash used by investing activities was $44,729. The increase in our uses of cash in investing activities was due to our increased purchases of machinery and equipment during the three months ended January 31, 2023.

For the three months ended January 31, 2023, our financing activities provided net cash of $13,409 compared to net cash provided by financing activities of $1,598,693 for the three months ended January 31, 2022. The change in cash flow from financing activities for the three months ended January 31, 2023 was due to our credit line activity.

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.





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Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

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