UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

For the Quarterly Period Ended JuneSeptember 30, 2019

OR

For the Transition Period From _______ To _______

Commission File Number: 33-96070-LA

THANKSGIVING COFFEE COMPANY, INC.

(Exact name of registrant as specified in its charter)

(707) 964-0118

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒☐    No  ☐

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes   ☒   No   ☐ 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Regulation 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes   ☒☐   No   ☐☒

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.           Yes  ☐   No   ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). 

Yes ☐  No  ☒

There currently does not exist a public trading market for the registrant’s common stock. Over the years, there have been isolated and sporadic privately negotiated transactions in the Company’s shares.  See “Part II, Item 5, and Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.”  The Company is not aware of any privately negotiated transactions of the Company’s stock since 2008. The Company is unable to determine the current market value of the common equity held by non-affiliates, as no reliable secondary trading price exists.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.

On JuneSeptember 30, 2019 the registrant had 1,236,744 shares of Class A common stock, no par value per share, and 0 shares of Class B common stock, par value 0 per share, outstanding.

Securities registered pursuant to Section 12(b) of the Act:

1. Basis of Presentation

The unaudited condensed financial statements in this Form 10-Q have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. The Company has continued to follow the accounting policies disclosed in the financial statements included in its 2018 Form 10-K filed with the Securities and Exchange Commission (SEC). It is suggestedThe accompanying unaudited interim condensed financial statements have been prepared in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC for interim financial information. The unaudited interim condensed consolidated financial statements, which reflect all adjustments (consisting of normal recurring items or items discussed herein) that these statementsmanagement believes necessary to fairly state results of interim operations, should be read in conjunction with the December 31, 2018Notes to Financial Statements (including the Significant Accounting Policies and Recent Accounting Pronouncements) included in the Company’s audited financial statements andfor the accompanying notes on Form 10-K,year ended December 31, 2018, as filed with the SEC.

The interim financial information in thisSEC on Form 10-Q reflects all adjustments (consisting of normal recurring accruals) necessary for a fair presentation of our results10-k (the “2018 Report”). Results of operations for the interim periods.periods are not necessarily indicative of annual results of operations. The results of operations for the sixnine months ended JuneSeptember 30, 2019 are not necessarily indicative of results to be expected for the full year. The unaudited condensed balance sheet at September 30, 2019 was extracted from the audited annual financial statements and does not include all disclosures required by U.S. GAAP for annual financial statements.

Disclosure A/R Concentration of Risk

In the secondthird quarter of fiscal 2019, one customer accounted for 39.08%31.55% of the Company’s revenue. The first six months of June 30, 2019 one customer accounted for 39.05%. The account has purchased from the Company since 1992 and is a distributor of the Company’s product. This distributor had a set backsetback in opening in their new main café/roaster and Thanksgiving continues to roast all their coffees until they are operational again. A loss of this account or any other large account, or a significant reduction in sales to any of the Company’s principal customers, could have an adverse impact on the Company.

Income Taxes

The Company accounts for income taxes under the asset and liability method as prescribed by ASC 740, Accounting for Income Taxes. As such, deferred income tax assets and liabilities are recognized for the future tax consequences of the differences between the financial statement carrying amount of existing assets and liabilities and their respective tax bases. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

A valuation allowance is established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Accordingly, actual results could differ from those estimates.

Revenue Recognition

On January 1, 2019, the Company adopted ASU 2014-09, using the modified retrospective method for all contracts not completed as of the date of adoption. Adoption of ASU 2014-09 did not have a material effect on the results of operations, financial position or cash flows of the Company.

The Company has evaluated the provisions of ASU 2014-09 and assessed its impact on the Company’s financial statements, information systems, business processes, and financial statement disclosures. The Company has analyzed its revenue streams, performed detailed contract reviews for each stream, and evaluated the impact ASU 2014-09 will have on revenue recognition. The Company primarily recognizes revenue at point of sale or delivery and has determined that this will not change under the new standard.

The Company’s accounting policy for revenue was updated as a result of the adoption of ASU 2014-09. The Company recognizes revenue in accordance with the five-step model as prescribed by ASU 2014-09Accounting Standards Codification (ASC) 606, “Revenue from Contracts with Customers,” in which the Company evaluates the transfer of promised goods or services and recognizes revenue when its customer obtains control of promised goods or services in an amount that reflects the consideration which the Company expects to be entitled to receive in exchange frofor the goods or services. To determine revenue recognition for the arrangements that the Company determines are within the scope of ASU 2014-09,ASC 606, the Company performs the following five steps: (1) identify the contract(s) with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract and (5) recognize the revenue when (or as) the entity satisfies a performance obligation.

In May 2014, the FASB issued accounting guidance which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers under ASU No. 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09“). ASU 2014-09 will replace most existing revenue recognition guidance in GAAP when it becomes effective. On August 12, 2015, the FASB issued ASU No. 2015-14, “Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date,“ which defers the effective date of ASU 2014-09 by one year allowing early adoption as of the original effective date of January 1, 2017. The deferral results in the new accounting standard being effective for public business entities for annual reporting periods beginning after December 15, 2017, including interim periods within those fiscal years. ASU 2014-09 is effective for the Company beginning January 1, 2019. We adopted ASU No. 2016-02—Leases (Topic 842), as amended, as of January 01, 2019, using the modified retrospective approach. The modified retrospective approach provides a method for recording existing leases at adoption and in comparative periods that approximates the results of a full retrospective approach. In addition, we elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allowed us to carry forward the historical lease classification.

The Company has evaluated the provisions of ASU 2014-09 and assessed its impact on the Company’s financial statements, information systems, business processes, and financial statement disclosures. The Company has analyzed its revenue streams and evaluated the impact ASU 2014-09 will have on revenue recognition. The Company primarily recognizes revenue at point of sale or delivery and has determined that this will not change under the new standard. The adoption of ASU 2014-09 will not have a material effect on the results of operations, financial position or cash flows of the Company.

The Company’s primary source of revenue is sales of coffee and complementary products. The Company recognizes revenue whenonce its performance obligation to the customer is completed and control of the promised goodproduct or service is transferred to the ASC 840 footnotescustomer. Revenue reflects the total amount the Company receives, or expects to receive, from the customer and includes shipping costs that are under item 7billed and 8. ASC 842 footnotes appear under item 2. There have been no other changesincluded in the Company’s Disclosure controls over financial reporting duringconsideration. The Company's contractual obligations to customers generally have a single point of obligation and are short term in nature. For sales through distributors, the six monthsCompany recognizes revenue when the product is shipped, and title passes to the distributor. The Company's standard terms are 'FOB' shipping point, with no customer acceptance provisions. The cost of 2019 that have materially affected orprice promotions and rebates are reasonably likelytreated as reductions of revenue. No products are sold on consignment. Credit sales are recorded as trade accounts receivable and no collateral is required. The Company has price incentive programs with its distributors to affectencourage product placement. The cost of price promotions and rebates are treated as reductions of revenue and revenues are presented net of sales allowances. If the Company’s internal controls over financial reporting.conditions for revenue recognition are not met, the Company defers the revenue until all conditions are met. Freight charges are recognized as revenue at the time of delivery.

Thanksgiving Coffee Company, Inc.

Notes to Financial Statements (continued)

JuneSeptember 30, 2019 and December 31, 2018

Accounts receivable consist of the following:Leases

The Company utilizes a percentage method to establish the allowance for doubtful accounts. The estimated allowance ranges from 1% to 10% of outstanding receivables based on factors pertaining to the credit risk of specific customers, historical trends and other information. Delinquent accounts are written off when it is determined that amounts are uncollectible. Bad debt expense (recovery) for the six months ended June 30, 2019 and 2018 was $6,130 and $316 respectively.

As of June 30, 2019 we wrote off receivables from company A in the amount of $1,192 and company B in the amount of $4,642. Because the company has an on going business relationship with company C we anticipates collecting the full amount.

Inventories consist of the following:

Property and equipment consist of the following:

Depreciation expense for the six months ended June 30, 2019 and 2018 was $34,671 and $47,268 respectively.

Thanksgiving Coffee Company, Inc.

Notes to Financial Statements (continued)

June 30, 2019 and December 31, 2018

5. Finance Lease and Operating Lease

We applied the hindsight practical expedient for measurement of lease assets and liabilities, and associated leasehold improvement assets, in our adoption of ASUadopted Accounting Standard Update (ASU) No. 2016-02—Leases (Topic 842), which required judgment, to determine the reasonably certain lease term for existing leases in transition to the new standard. Operating lease assets and liabilities was $591,218 at June 30, 2019. Finance lease assets and liabilities was $60,692 at June 30, 2019.

We adopted ASU No. 2016-02—Leases (Topic 842), as amended, as of January 1, 2019, using the modified retrospective approach. The modified retrospective approach provides a method for recording existing leases at adoption and in comparative periods that approximates the results of a full retrospective approach. In addition, we elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allowed us to carry forward the historical lease classification.

In addition, weThe Company elected the hindsight practical expedient to determine the lease term for existing leases. In our application of hindsight, we evaluated the performance of the leased warehouse and office equipment, which resulted in the determination that most renewal options would not be reasonably certain in determining the expected lease termterm.

Adoption of the new standard resulted in the recording of additional net lease assets and lease liabilities of approximately $2,063,211 and $969,442 respectively,$625,826 as of June 30,January 1, 2019.

Earnings per share

The difference betweenCompany computes basic earnings per share ("EPS") by dividing net earnings for the additional lease assetsperiod (adjusted for any cumulative dividends for the period) by the weighted average number of common shares outstanding during the period. Diluted EPS includes the determinants of basic EPS and, lease liabilities, netin addition, reflects the dilutive effect, if any, of the deferred tax impact,common stock deliverable pursuant to stock options or common stock issuable upon the conversion of convertible stock. We have no dilutive instruments for the three months and nine-months ended September 30, 2019 and 2018.

Thanksgiving Coffee Company, Inc.

Notes to Financial Statements (continued)

September 30, 2019 and December 31, 2018

2. Accounts Receivable

Accounts receivable consist of the following:

The Company utilizes a percentage method to establish the allowance for doubtful accounts. The estimated allowance ranges from 1% to 10% of outstanding receivables based on factors pertaining to the credit risk of specific customers, historical trends and other information. Delinquent accounts are written off when it is determined that amounts are uncollectible. Bad debt expense (recovery) for the nine months ended September 30, 2019 and 2018 was recorded as an adjustment$8,795 and $(32), respectively. Bad debt expense (recovery) for the three months ended September 30, 2019 and 2018 was $1,236 and $(348), respectively.

As of September 30, 2019 we wrote off receivables from company A in the amount of $1,192 and company B in the amount of $4,642.

3. Inventories

Inventories consist of the following:

4. Properties and Equipment

Property and equipment, consist of the following:

Thanksgiving Coffee Company, Inc.

Notes to retained earnings. The standard did not materially impact our consolidated net earningsFinancial Statements (continued)

September 30, 2019 and had no impact on cash flows.December 31, 2018

Property and Equipment and Right of Use Assets

Depreciation and amortization expense for the nine months ended September 30, 2019 and 2018 was $51,633 and $66,839, respectively.

Depreciation and amortization expense for the three months ended September 30, 2019 and 2018 was $16,409 and $19,572 respectively.

5. Finance and Operating Leases

ASU No. 2016-02, “Leases (Topic 842)” requires leases with durations greater than twelve months to be recognized on the balance sheet. We adopted the standard using the modified retrospective approach with an effective date as of the beginning of our fiscal year, January 1, 2019. Prior year financial statements were not recast under the new standard, and, therefore, those amounts are not presented below.

We lease a warehouse, heavy machinery, and office equipment under finance and operating leases. As of JuneSeptember 30, 2019, we had three operating and fivesix finance leases with remaining terms ranging from less than one year to six years. For leases with terms greater than 12 months, we record the related asset and obligation at the present value of lease payments over the term. Some of our leases include renewal options that are factored into our determination of lease payments when appropriate. We did not separate lease and non-lease components of contracts for any asset class.

None of our leases require us to provide a residual value guarantee. When available, we use the rate implicit in the lease to discount lease payments to present value; however, some of our leases do not provide a readily determinable implicit rate. Therefore, we must estimate our incremental borrowing rate to discount the lease payments based on information available at lease commencement.

Thanksgiving Coffee Company, Inc.

Notes to Financial Statements (continued)

June 30, 2019 and December 31, 2018

Lease Position as of JuneSeptember 30, 2019

The table below presents the lease-related assets and liabilities recorded on the balance sheet.

Lease Costs

The table below presents certain information related to the lease costs for finance and operating leases during Q1 – Q2for the nine months ended September 30, 2019.

6. Disaggregated Revenue by routes, direct and mail order

Disaggregated information of revenue recognized as follows:

Thanksgiving Coffee Company, Inc.

Notes to Financial Statements (continued)

JuneSeptember 30, 2019 and December 31, 2018

67. Income Taxes

Deferred income taxes arise from temporary timing differences in the recognition of income and expenses for financial reporting and tax purposes. The Company’s deferred tax assets consist of the benefit from net operating loss (NOL) carryforwards and temporary differences. The net operating loss carryforwards expire in various years through 2034. The Company’s deferred tax assets are offset by a valuation allowance due to the uncertainty of the realization of the net operation loss carryforwards. Net operating loss carryforwards may be further limited by a change in company ownership and other provisions of the tax laws.

78. Related Party Transactions

As of JuneSeptember 30, 2019, the Company has green contracts with three cooperatives in Nicaragua, Guatemala and Uganda. Ethical Trading and Investment Company of Nicaragua (ETICO) is the importer for the transactions. Nicholas Hoskyns, a director of the company,Company, is the managing director of ETICO. At JuneSeptember 30, 2019, amounts owed to ETICO totaled $31,452.$48,567. For the first sixnine months ended JuneSeptember 30, 2019 and 2018 we have paid $290,930$424,367 and $313,800$421,402, respectively. All the amounts owed are current and were paid in accordance with our standard vendor payment policies. The loss of the ETICO relationship could have an adverse effect on the Company’s business in the short term. Management believes other options are available that could be utilized in the event the ETICO relationship was terminated.

The Company holds a five-year rental lease with the majority shareholder, which is due to expire on May 1, 2025.

9. Business Segment

The Company operates in one reportable segment. All revenues are derived and all long-lived assets are held in the U.S.

10. Subsequent Events

During the first quarter of 2020, government offices throughout the United States and around the world issued shelter in place orders due to the global outbreak of the COVID-19 virus. On March 27, 2020, the President of the United States signed into law the Families First Coronavirus Response Act and two phases of the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act which are intended to provide emergency assistance to individuals and business affected by COVID-19. The CARES Act includes a small business stimulus program, Paycheck Protection Program (“PPP”), which is intended to provide loans to qualified businesses to guarantee eight weeks of payroll and other identified costs which may be eligible for partial or full forgiveness.

In April 2020, the Company successfully secured a $189,228 Small Business Association (“SBA”) loan under the Payroll Protection Program to secure payroll expenses for otherwise furloughed employees impacted by government imposed shelter in place orders. Per the terms of the loan, the full amount will be forgiven as long as loan proceeds are used to cover payroll costs and other specified non-payroll costs (provided any non-payroll costs do not exceed 40% of the forgiven amount) over a 24-week period after the loan is made; and employee and compensation levels are maintained. The Company intends to comply with the above terms in order to qualify for full or partial loan forgiveness. In the event the Company is required to repay the loan, all payments are deferred for 6 months with accrued interest over this period. Amounts outstanding under the loan will bear a fixed interest rate of 1.00% per annum with a maturity date of 2 years from commencement date. The Company has not applied for loan forgiveness as of the issuance of these financial statements.

In April 2020, the Company executed a $25,000 non-interest bearing emergency COVID-19 Commercial loan with a maturity date of April 16, 2021 with Savings Bank of Mendocino County.