Cover
Cover - shares | 6 Months Ended | |
Apr. 30, 2023 | Jun. 12, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Apr. 30, 2023 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --10-31 | |
Entity File Number | 001-32491 | |
Entity Registrant Name | Coffee Holding Co., Inc. | |
Entity Central Index Key | 0001007019 | |
Entity Tax Identification Number | 11-2238111 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 3475 Victory Boulevard | |
Entity Address, City or Town | Staten Island | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10314 | |
City Area Code | (718) | |
Local Phone Number | 832-0800 | |
Title of 12(b) Security | Common Stock, par value $0.001 per share | |
Trading Symbol | JVA | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 5,708,599 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Apr. 30, 2023 | Oct. 31, 2022 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 1,468,012 | $ 2,515,873 |
Accounts receivable, net of allowances of $144,000 for 2023 and 2022 | 6,604,418 | 7,816,473 |
Inventories | 15,823,297 | 19,252,214 |
Due from broker | 773,196 | 818,892 |
Prepaid expenses and other current assets | 282,006 | 432,126 |
Prepaid and refundable income taxes | 866,155 | 866,155 |
TOTAL CURRENT ASSETS | 25,817,084 | 31,701,733 |
Building, machinery and equipment, net | 3,540,586 | 3,199,790 |
Customer list and relationships, net of accumulated amortization of $295,133 and $279,883 for 2023 and 2022, respectively | 200,000 | 215,250 |
Trademarks and tradenames | 327,000 | 327,000 |
Equity method investments | 345,141 | 354,444 |
Investment - other | 2,500,000 | 2,500,000 |
Right of use asset | 2,858,346 | 2,871,773 |
Deferred income tax assets - net | 1,388,437 | 1,073,187 |
Deposits and other assets | 350,500 | 449,348 |
TOTAL ASSETS | 37,327,094 | 42,692,525 |
CURRENT LIABILITIES: | ||
Accounts payable and accrued expenses | 2,084,620 | 3,814,864 |
Cash overdrafts | 876,148 | |
Due to broker | 541,391 | 1,523,563 |
Note payable – current portion | 4,200 | 4,200 |
Lease liability – current portion | 137,222 | 220,734 |
TOTAL CURRENT LIABILITIES | 2,767,433 | 6,439,509 |
Line of credit | 7,520,000 | 8,314,000 |
Lease liabilities | 3,230,204 | 3,136,006 |
Note payable – long term | 6,343 | 9,105 |
Deferred compensation payable | 144,390 | 243,238 |
TOTAL LIABILITIES | 13,668,370 | 18,141,858 |
Commitments and Contingencies | ||
Coffee Holding Co., Inc. stockholders’ equity: | ||
Preferred stock, par value $.001 per share; 10,000,000 shares authorized; none issued | ||
Common stock, par value $.001 per share; 30,000,000 shares authorized, 6,633,930 shares issued for 2023 and 2022; 5,708,599 shares outstanding for 2023 and 2022 | 6,634 | 6,634 |
Additional paid-in capital | 19,094,618 | 19,094,618 |
Retained earnings | 9,435,494 | 10,327,437 |
Less: Treasury stock, 925,331 common shares, at cost for 2023 and 2022 | (4,633,560) | (4,633,560) |
Total Coffee Holding Co., Inc. Stockholders’ Equity | 23,903,186 | 24,795,129 |
Noncontrolling interest | (244,462) | (244,462) |
TOTAL EQUITY | 23,658,724 | 24,550,667 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 37,327,094 | $ 42,692,525 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Apr. 30, 2023 | Oct. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 144,000 | $ 144,000 |
Customer list and relationships, accumulated amortization | $ 295,133 | $ 279,883 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 30,000,000 | 30,000,000 |
Common stock, shares issued | 6,633,930 | 6,633,930 |
Common stock, shares outstanding | 5,708,599 | 5,708,599 |
Treasury stock, common shares | 925,331 | 925,331 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Apr. 30, 2023 | Apr. 30, 2022 | Apr. 30, 2023 | Apr. 30, 2022 | |
Income Statement [Abstract] | ||||
NET SALES | $ 15,320,703 | $ 16,498,169 | $ 33,646,818 | $ 33,203,029 |
COST OF SALES | 12,488,522 | 14,505,415 | 28,494,333 | 26,938,669 |
GROSS PROFIT | 2,832,181 | 1,992,754 | 5,152,485 | 6,264,360 |
OPERATING EXPENSES: | ||||
Selling and administrative | 3,071,747 | 3,215,085 | 6,013,188 | 6,784,824 |
Officers’ salaries | 144,888 | 151,138 | 324,775 | 302,275 |
TOTAL | 3,216,635 | 3,366,223 | 6,337,963 | 7,087,099 |
LOSS FROM OPERATIONS | (384,454) | (1,373,469) | (1,185,478) | (822,739) |
OTHER (EXPENSE) INCOME | ||||
Interest income | 6 | 2,556 | 3,113 | 4,094 |
Loss from equity method investment | (4,286) | (4,075) | (9,303) | (35,801) |
Other income | 234,041 | |||
Interest expense | (119,106) | (49,683) | (249,566) | (90,293) |
TOTAL | (123,386) | (51,202) | (21,715) | (122,000) |
LOSS BEFORE BENEFIT FOR INCOME TAXES AND NON-CONTROLLING INTEREST IN SUBSIDIARY | (507,840) | (1,424,671) | (1,207,193) | (944,739) |
Benefit for income taxes | (148,000) | (385,681) | (315,250) | (248,275) |
NET (LOSS) INCOME BEFORE NON-CONTROLLING INTEREST IN SUBSIDIARY | (359,840) | (1,038,990) | (891,943) | (696,464) |
Less: Net loss attributable to the non-controlling interest | 670,894 | 609,231 | ||
NET LOSS ATTRIBUTABLE TO COFFEE HOLDING CO., INC. | $ (359,840) | $ (368,096) | $ (891,943) | $ (87,233) |
Basic and diluted (loss) earnings per share | $ (0.06) | $ (0.06) | $ (0.16) | $ (0.02) |
Weighted average common shares outstanding: | ||||
Basic and diluted | 5,708,599 | 5,708,599 | 5,708,599 | 5,708,599 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) | Common Stock [Member] | Treasury Stock, Common [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Noncontrolling Interest [Member] | Total |
Beginning balance, value at Oct. 31, 2021 | $ 6,634 | $ (4,633,560) | $ 18,688,797 | $ 14,471,222 | $ 837,226 | $ 29,370,319 |
Beginning balance, shares at Oct. 31, 2021 | 5,708,599 | 925,331 | ||||
Net income (loss) | 280,863 | 280,863 | ||||
Stock Compensation | 189,768 | 189,768 | ||||
Dividend to common shareholders | (399,000) | (399,000) | ||||
Non-controlling Interest | 61,663 | 61,663 | ||||
Ending, balance value at Jan. 31, 2022 | 6,634 | (4,633,560) | 18,878,565 | 14,353,085 | 898,889 | 29,503,613 |
Beginning balance, value at Oct. 31, 2021 | $ 6,634 | $ (4,633,560) | 18,688,797 | 14,471,222 | 837,226 | 29,370,319 |
Beginning balance, shares at Oct. 31, 2021 | 5,708,599 | 925,331 | ||||
Net income (loss) | (87,233) | |||||
Non-controlling Interest | (609,231) | |||||
Ending, balance value at Apr. 30, 2022 | $ 6,634 | $ (4,633,560) | 19,052,806 | 13,984,989 | 7,952 | 28,418,821 |
Ending balance, shares at Apr. 30, 2022 | 5,708,599 | 925,331 | ||||
Beginning balance, value at Jan. 31, 2022 | $ 6,634 | $ (4,633,560) | 18,878,565 | 14,353,085 | 898,889 | 29,503,613 |
Net income (loss) | (368,096) | (368,096) | ||||
Stock Compensation | 174,241 | 174,241 | ||||
Non-controlling Interest | (670,894) | (670,894) | ||||
Distribution to non-controlling interest | (220,043) | (220,043) | ||||
Ending, balance value at Apr. 30, 2022 | $ 6,634 | $ (4,633,560) | 19,052,806 | 13,984,989 | 7,952 | 28,418,821 |
Ending balance, shares at Apr. 30, 2022 | 5,708,599 | 925,331 | ||||
Beginning balance, value at Oct. 31, 2022 | $ 6,634 | $ (4,633,560) | 19,094,618 | 10,327,437 | (244,462) | 24,550,667 |
Beginning balance, shares at Oct. 31, 2022 | 5,708,599 | 925,331 | ||||
Net income (loss) | (532,103) | (532,103) | ||||
Ending, balance value at Jan. 31, 2023 | $ 6,634 | $ (4,633,560) | 19,094,618 | 9,795,334 | (244,462) | 24,018,564 |
Ending balance, shares at Jan. 31, 2023 | 5,708,599 | 925,331 | ||||
Beginning balance, value at Oct. 31, 2022 | $ 6,634 | $ (4,633,560) | 19,094,618 | 10,327,437 | (244,462) | 24,550,667 |
Beginning balance, shares at Oct. 31, 2022 | 5,708,599 | 925,331 | ||||
Net income (loss) | (891,943) | |||||
Non-controlling Interest | ||||||
Ending, balance value at Apr. 30, 2023 | $ 6,634 | $ (4,633,560) | 19,094,618 | 9,435,494 | (244,462) | 23,658,724 |
Ending balance, shares at Apr. 30, 2023 | 5,708,599 | 925,331 | ||||
Beginning balance, value at Jan. 31, 2023 | $ 6,634 | $ (4,633,560) | 19,094,618 | 9,795,334 | (244,462) | 24,018,564 |
Beginning balance, shares at Jan. 31, 2023 | 5,708,599 | 925,331 | ||||
Net income (loss) | (359,840) | (359,840) | ||||
Non-controlling Interest | ||||||
Ending, balance value at Apr. 30, 2023 | $ 6,634 | $ (4,633,560) | $ 19,094,618 | $ 9,435,494 | $ (244,462) | $ 23,658,724 |
Ending balance, shares at Apr. 30, 2023 | 5,708,599 | 925,331 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Apr. 30, 2023 | Apr. 30, 2022 | |
OPERATING ACTIVITIES: | ||
Net (loss) | $ (891,943) | $ (696,464) |
Adjustments to reconcile net (loss) to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 283,585 | 280,594 |
Stock-based compensation | 364,009 | |
Unrealized loss (gain) on commodities | (936,476) | (112,446) |
Loss on equity method investments | 9,303 | 35,801 |
Write-off of accounts receivable | 415,096 | |
Write-down of obsolete inventory | 718,353 | |
Amortization of right to use asset | 159,843 | 179,949 |
Deferred income taxes | (315,250) | (37,567) |
Changes in operating assets and liabilities: | ||
Accounts receivable | 1,212,055 | 1,548,935 |
Inventories | 3,428,917 | (949,058) |
Prepaid expenses and other current assets | 150,120 | 111,286 |
Prepaid and refundable income taxes | (299,465) | |
Lease liability | (135,730) | (152,934) |
Deposits and other assets | (68,757) | |
Accounts payable and accrued expenses | (1,730,244) | (2,423,835) |
Income taxes payable | (410,235) | |
Net cash provided by (used in) operating activities | 1,234,180 | (1,496,738) |
INVESTING ACTIVITIES: | ||
Purchases of machinery and equipment | (609,131) | (871,919) |
Net cash used in investing activities | (609,131) | (871,919) |
FINANCING ACTIVITIES: | ||
Advances under bank line of credit | 934,783 | 2,500,000 |
Cash overdraft | (876,148) | |
Principal payments on note payable | (2,762) | (2,631) |
Payment of dividend | (399,000) | |
Principal payments under bank line of credit | (1,728,783) | (400,850) |
Net cash (used in) provided by financing activities | (1,672,910) | 1,697,519 |
NET (DECREASE) INCREASE IN CASH | (1,047,861) | (671,138) |
CASH, BEGINNING OF PERIOD | 2,515,873 | 3,696,275 |
CASH, END OF PERIOD | 1,468,012 | 3,025,137 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW DATA: | ||
Interest paid | 243,100 | 84,967 |
Income taxes paid | 498,992 | |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Purchase of inventory by non-controlling interest | $ 220,043 | |
Initial recognition of operating lease right of use asset | $ 146,416 |
BUSINESS ACTIVITIES
BUSINESS ACTIVITIES | 6 Months Ended |
Apr. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BUSINESS ACTIVITIES | NOTE 1 - BUSINESS ACTIVITIES Coffee Holding Co., Inc. (the “Company”) conducts wholesale coffee operations, including manufacturing, roasting, packaging, marketing and distributing roasted and blended coffees for private labeled accounts and its own brands, and it sells green coffee. The Company also manufactures and sells coffee roasters. The Company’s core product, coffee, can be summarized and divided into three product categories (“product lines”) as follows: Wholesale Green Coffee: Private Label Coffee: Branded Coffee: The Company’s private label and branded coffee sales are primarily to customers that are located throughout the United States with limited sales in Canada and certain countries in Asia. Such customers include supermarkets, wholesalers, and individually-owned and multi-unit retailers. The Company’s unprocessed green coffee, which includes over 90 specialty coffee offerings, is sold primarily to specialty gourmet roasters and to coffee shop operators in the United States with limited sales in Australia, Canada, England and China. The Company’s wholesale green, private label, and branded coffee product categories generate revenues and cost of sales individually but incur selling, general and administrative expenses in the aggregate. There are no individual product managers and discrete financial information is not available for any of the product lines. The Company’s product portfolio is used in one business and it operates and competes in one business activity and economic environment. In addition, the three product lines share customers, manufacturing resources, sales channels, and marketing support. Thus, the Company considers the three product lines to be one single reporting segment. 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 (the “Sellers”). Upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into the Company, with the Company surviving as a direct, wholly-owned subsidiary of Pubco (the “Merger”). As a result of the Merger, each issued and outstanding share of the Company common stock, $ 0.001 0.0001 COFFEE HOLDING CO., INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS APRIL 30, 2023 (UNAUDITED) |
BASIS OF PRESENTATION AND SIGNI
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICY | 6 Months Ended |
Apr. 30, 2023 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICY | NOTE 2 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICY The Company’s fiscal year ends on October 31, of each calendar year. The accompanying interim condensed consolidated financial statements are unaudited and have been prepared on substantially the same basis as our annual consolidated financial statements for the fiscal year ended October 31, 2022. In the opinion of the Company’s management, these interim condensed consolidated financial statements reflect all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair statement of our financial position, results of operations and cash flows for the periods presented. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from these estimates. The October 31, 2022 year-end condensed consolidated balance sheet data in this document was derived from audited consolidated financial statements. These condensed consolidated financial statements and notes included in this quarterly report on Form 10-Q does not include all disclosures required by U.S. generally accepted accounting principles (“U.S. GAAP”) and should be read in conjunction with the Company’s audited consolidated financial statements as of and for the year ended October 31, 2022 and notes thereto included in the Company’s fiscal 2022 Annual Report on Form 10-K, filed with the Securities and Exchange Commission (“SEC”) on March 29, 2023 (the “2022 10-K”). The results of operations and cash flows for the interim periods included in these condensed consolidated financial statements are not necessarily indicative of the results to be expected for any future period or the entire fiscal year. The condensed consolidated financial statements include the accounts of the Company, the Company’s subsidiaries, Organic Products Trading Company, LLC (“OPTCO”), Sonofresco, LLC (“SONO”), Comfort Foods, Inc. (“CFI”) and Generations Coffee Company, LLC (“GCC”), the entity formed as a result of the Company’s joint venture with Caruso’s Coffee, Inc. The Company owns a 60 Significant Accounting Policies The significant accounting policies used in the preparation of these condensed consolidated financial statements are disclosed in our 2022 10-K, and there have been no changes to the Company’s significant accounting policies during the three and six months ended April 30, 2023. Revenue Recognition The Company recognizes revenue in accordance with the five-step model as prescribed by the Financial Accounting Standards Board (“FASB”) Accounting Codification (“ASC”) Topic 606 (“ASC 606”) in which the Company evaluates the transfer of promised goods or services and recognizes revenue when its customer obtains control of promised goods or services in an amount that reflects the consideration which the Company expects to be entitled to receive in exchange for those goods or services. To determine revenue recognition for the arrangements that the Company determines are within the scope of ASC 606, the Company performs the following five steps: (1) identify the contract(s) with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract and (5) recognize revenue when (or as) the entity satisfies a performance obligation. COFFEE HOLDING CO., INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS APRIL 30, 2023 (UNAUDITED) NOTE 2 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICY (cont’d): The following table presents revenues by stream for the six and three months ended April 30, 2023 and 2022. SCHEDULE OF REVENUE Six Months Ended April 30, 2023 Three Months Ended April 30, 2023 Six Months Ended April 30, 2022 Three Months Ended April 30, 2022 Green $ 14,432,796 $ 6,773,848 $ 14,148,853 $ 7,197,280 Packaged $ 19,214,022 $ 8,546,855 $ 19,054,176 $ 9,300,889 Totals $ 33,646,818 $ 15,320,703 $ 33,203,029 $ 16,498,169 Revenues $ 33,646,818 $ 15,320,703 $ 33,203,029 $ 16,498,169 |
INVENTORIES
INVENTORIES | 6 Months Ended |
Apr. 30, 2023 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | NOTE 3 - INVENTORIES Inventories at April 30, 2023 and October 31, 2022 consisted of the following: SCHEDULE OF INVENTORIES April 30, October 31, Packed coffee $ 3,164,089 $ 2,677,617 Green coffee 10,582,615 14,847,708 Roasters and parts 539,175 576,778 Packaging supplies 1,537,418 1,150,111 Totals $ 15,823,297 $ 19,252,214 Inventories $ 15,823,297 $ 19,252,214 COFFEE HOLDING CO., INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS APRIL 30, 2023 (UNAUDITED) |
COMMODITIES HELD BY BROKER
COMMODITIES HELD BY BROKER | 6 Months Ended |
Apr. 30, 2023 | |
Broker-Dealer [Abstract] | |
COMMODITIES HELD BY BROKER | NOTE 4 - COMMODITIES HELD BY BROKER The Company has used, and intends to continue to use in a limited capacity, short term coffee futures and options contracts primarily for the purpose of partially hedging and minimizing the effects of changing green coffee prices and to reduce cost of sales. The commodities held by broker represent the market value of the Company’s trading account, which consists of options and futures contracts for coffee held with a brokerage firm. The Company uses options and futures contracts, which are not designated or qualifying as hedging instruments, to partially hedge the effects of fluctuations in the price of green coffee beans. Options and futures contracts are recognized at fair value in the condensed consolidated financial statements with current recognition of gains and losses on such positions. The Company’s accounting for options and futures contracts may increase earnings volatility in any particular period. We record all open contract positions on our consolidated balance sheets at fair value in the due from and due to broker line items and typically do not offset these assets and liabilities. The Company classifies its options and future contracts as trading securities and accordingly, unrealized holding gains and losses are included in earnings and not reflected as a net amount as a separate component of stockholders’ equity. The Company recorded realized and unrealized gains and losses respectively, on these contracts as follows: SCHEDULE OF REALIZED AND UNREALIZED GAINS AND LOSSES ON CONTRACTS 2023 2022 Three Months Ended April 30, 2023 2022 Gross realized gains $ 247,983 $ 1,000,908 Gross realized losses (626,311 ) (878,440 ) Unrealized gain 164,455 179,213 Total $ (213,873 ) $ 301,681 Gain (Loss) on Investments $ (213,873 ) $ 301,681 2023 2022 Six Months Ended April 30, 2023 2022 Gross realized gains $ 376,908 $ 1,323,048 Gross realized losses (1,292,361 ) (1,257,359 ) Unrealized gain 936,476 112,446 Total $ 21,023 $ 178,135 Gain (Loss) on Investments $ 21,023 $ 178,135 COFFEE HOLDING CO., INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS APRIL 30, 2023 (UNAUDITED) |
LINE OF CREDIT
LINE OF CREDIT | 6 Months Ended |
Apr. 30, 2023 | |
Debt Disclosure [Abstract] | |
LINE OF CREDIT | NOTE 5 - LINE OF CREDIT 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”) (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 On June 28, 2022, the Company reached an agreement for a new loan modification agreement and credit facility with Webster. The terms of the new agreement, among other things: (i) provided for a new maturity date of June 30, 2024 1.75 3.50 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. The loan agreement was also modified on March 15, 2023 to, among other things: (i) provide for a requirement for subordination agreements if necessary, and (ii) change the terms of transactions with affiliates from a dollar limitation to allowable in the ordinary course of business, (iii) establishe 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 $ 7,520,000 8,314,000 |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Apr. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 6 - INCOME TAXES The Company accounts for income taxes pursuant to the asset and liability method which requires deferred income tax assets and liabilities to be computed for temporary differences between the financial statement and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The income tax provision or benefit is the tax incurred for the period plus or minus the change during the period in deferred tax assets and liabilities. As of April 30, 2023 and October 31, 2022, the Company did no no COFFEE HOLDING CO., INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS APRIL 30, 2023 (UNAUDITED) NOTE 6 - INCOME TAXES (cont’d): The Company files a U.S. federal income tax return and California, Colorado, Connecticut, Idaho, Kansas, Michigan, New Jersey, New York, New York City, Virginia, Texas, Rhode Island, South Carolina, and Oregon state tax returns. The Company’s federal income tax return is no longer subject to examination by the federal taxing authority for years before fiscal 2019. The Company’s California, Colorado and New Jersey and Texas income tax returns are no longer subject to examination by their respective taxing authorities for the years before fiscal 2019. The Company’s Oregon, New York, Kansas, South Carolina, Rhode Island, Connecticut and Michigan income tax returns are no longer subject to examination by their respective taxing authorities for the years before fiscal 2019. |
EARNINGS (LOSS) PER SHARE
EARNINGS (LOSS) PER SHARE | 6 Months Ended |
Apr. 30, 2023 | |
Earnings Per Share [Abstract] | |
EARNINGS (LOSS) PER SHARE | NOTE 7 - EARNINGS (LOSS) PER SHARE The Company presents “basic” and “diluted” earnings per common share pursuant to the provisions included in the authoritative guidance issued by FASB, “Earnings per Share,” and certain other financial accounting pronouncements. Basic earnings per common share were computed by dividing net (loss) income by the sum of the weighted-average number of common shares outstanding. Diluted earnings per common share is computed by dividing the net (loss) income by the weighted-average number of common shares outstanding plus the dilutive effect of common shares issuable upon exercise of potential sources of dilution. The weighted average common shares outstanding used in the computation of basic and diluted earnings per share were 5,708,599 1,000,000 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Apr. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 8 - COMMITMENTS AND CONTINGENCIES CLASS ACTION COMPLAINT The Company was named as a defendant in a putative class action lawsuit filed in the United States District Court for the Northern District of Illinois (the “Court”) on or about December 21, 2020. The plaintiffs, Eileen Brodsky and Rhonda Diamond, purported to represent a class of individuals who purchased coffee products at one of our supermarket customers, generally allege that such client sold private label coffee products manufactured by the Company and one of its partners, which falsely described the number of cups of coffee that could be made from the amount of product purchased. These parties were also named as defendants in the action. The complaint asserted a variety of claims under New York and California consumer protection laws, and sought unspecified monetary damages, including disgorgement and restitution, as well as other forms of relief including class certification, declaratory and injunctive relief, attorneys’ fees, and interest. On September 28, 2021, the Court entered an order granting the Company’s motion to dismiss with prejudice (the “Dismissal Order”). In the Dismissal Order, the Court stated that no reasonable coffee drinker would be deceived by the Company’s packaging. The plaintiffs filed an appeal with the 7 th COFFEE HOLDING CO., INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS APRIL 30, 2023 (UNAUDITED) NOTE 8 - COMMITMENTS AND CONTINGENCIES (cont’d): A significant customer of the Company was named as a defendant in a putative class action lawsuit filed in the United States District Court for the District of Massachusetts on or about February 2, 2021, concerning the labeling on private label coffee productions the Company sold to the customer. The plaintiff, David Cohen, purported to represent a class of individuals who purchased coffee products from the Company’s customer, generally alleged that the customer sold private label coffee products manufactured by the Company which falsely described the number of cups of coffee that could be made from the amount of product purchased. The Company was not named as a defendant in the action, but the Company agreed to indemnify the customer for the costs and expenses incurred in defending the lawsuit and for any liability the customer suffered as a result. The complaint asserted a variety of claims under Massachusetts consumer protection laws, and sought unspecified monetary damages as well as other forms of relief including class certification, declaratory and injunctive relief, attorneys’ fees, and interest. The parties finalized the details of a settlement agreement and the final settlement amount was immaterial to the Company’s operations and results of operations. The Company has a 401(k) Retirement Plan, which covers all the full time employees who have completed one year of service and have reached their 21 st . COFFEE HOLDING CO., INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS APRIL 30, 2023 (UNAUDITED) |
LEASES
LEASES | 6 Months Ended |
Apr. 30, 2023 | |
Leases | |
LEASES | NOTE 9 - LEASES The following summarizes the Company’s operating leases: SCHEDULE OF OPERATING LEASES 2023 2022 Right-of-use operating lease assets $ 2,858,346 $ 2,871,773 Current lease liability 137,222 220,734 Non-current lease liability 3,230,204 3,136,006 Total lease liability $ 3,367,426 $ 3,356,740 The amortization of the right-of-use asset for the three months ended April 30, 2023 and 2022 was $ 80,180 77,268 159,843 179,949 Weighted average remaining lease term 10.8 Weighted average discount rate 4.9 % Maturities of lease liabilities by year for our operating leases are as follows: SCHEDULE OF MINIMUM FUTURE LEASE PAYMENTS 2023 $ 473,033 2024 519,304 2025 393,668 2026 376,683 2027 367,788 Thereafter 2,333,300 Total lease payments $ 4,463,776 Less: imputed interest (1,096,350 ) Present value of operating lease liabilities $ 3,367,426 In June 2021, the Company purchased a facility in Colorado for $ 900,321 242,888 In December 2022, the Company extended its lease at its subsidiary Sonofresco in Washington through December 2023. As a result, on the date of the modification the Company increased its right-of-use asset and lease liability by $ 40,797 In March 2023, the Company extended its lease at its subsidiary Organics Products Trading Company in Washington through March 2026. As a result, on the date of the modification the Company increased its right-of-use asset and lease liability by $ 105,619 COFFEE HOLDING CO., INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS APRIL 30, 2023 (UNAUDITED) |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Apr. 30, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 10 - RELATED PARTY TRANSACTIONS The Company has engaged its 40 0 94,037 56,851 152,471 In January 2005, the Company established the “Coffee Holding Co., Inc. Non-Qualified Deferred Compensation Plan.” Currently, there is only one participant in the plan: the Company’s Chief Executive Officer. Within the plan guidelines, this employee is deferring a portion of his current salary and bonus. The assets are held in a separate trust. The deferred compensation payable represents the liability due to the Chief Executive Officer of the Company. The assets were $ 144,390 243,238 144,390 243,238 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 6 Months Ended |
Apr. 30, 2023 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 11 - STOCKHOLDERS’ EQUITY a. Treasury Stock b. Stock Options 1,000,000 5.43 The Company recorded $ 0 174,241 364,009 |
BASIS OF PRESENTATION AND SIG_2
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICY (Policies) | 6 Months Ended |
Apr. 30, 2023 | |
Accounting Policies [Abstract] | |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with the five-step model as prescribed by the Financial Accounting Standards Board (“FASB”) Accounting Codification (“ASC”) Topic 606 (“ASC 606”) in which the Company evaluates the transfer of promised goods or services and recognizes revenue when its customer obtains control of promised goods or services in an amount that reflects the consideration which the Company expects to be entitled to receive in exchange for those goods or services. To determine revenue recognition for the arrangements that the Company determines are within the scope of ASC 606, the Company performs the following five steps: (1) identify the contract(s) with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract and (5) recognize revenue when (or as) the entity satisfies a performance obligation. COFFEE HOLDING CO., INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS APRIL 30, 2023 (UNAUDITED) NOTE 2 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICY (cont’d): The following table presents revenues by stream for the six and three months ended April 30, 2023 and 2022. SCHEDULE OF REVENUE Six Months Ended April 30, 2023 Three Months Ended April 30, 2023 Six Months Ended April 30, 2022 Three Months Ended April 30, 2022 Green $ 14,432,796 $ 6,773,848 $ 14,148,853 $ 7,197,280 Packaged $ 19,214,022 $ 8,546,855 $ 19,054,176 $ 9,300,889 Totals $ 33,646,818 $ 15,320,703 $ 33,203,029 $ 16,498,169 Revenues $ 33,646,818 $ 15,320,703 $ 33,203,029 $ 16,498,169 |
BASIS OF PRESENTATION AND SIG_3
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICY (Tables) | 6 Months Ended |
Apr. 30, 2023 | |
Accounting Policies [Abstract] | |
SCHEDULE OF REVENUE | The following table presents revenues by stream for the six and three months ended April 30, 2023 and 2022. SCHEDULE OF REVENUE Six Months Ended April 30, 2023 Three Months Ended April 30, 2023 Six Months Ended April 30, 2022 Three Months Ended April 30, 2022 Green $ 14,432,796 $ 6,773,848 $ 14,148,853 $ 7,197,280 Packaged $ 19,214,022 $ 8,546,855 $ 19,054,176 $ 9,300,889 Totals $ 33,646,818 $ 15,320,703 $ 33,203,029 $ 16,498,169 Revenues $ 33,646,818 $ 15,320,703 $ 33,203,029 $ 16,498,169 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 6 Months Ended |
Apr. 30, 2023 | |
Inventory Disclosure [Abstract] | |
SCHEDULE OF INVENTORIES | Inventories at April 30, 2023 and October 31, 2022 consisted of the following: SCHEDULE OF INVENTORIES April 30, October 31, Packed coffee $ 3,164,089 $ 2,677,617 Green coffee 10,582,615 14,847,708 Roasters and parts 539,175 576,778 Packaging supplies 1,537,418 1,150,111 Totals $ 15,823,297 $ 19,252,214 Inventories $ 15,823,297 $ 19,252,214 |
COMMODITIES HELD BY BROKER (Tab
COMMODITIES HELD BY BROKER (Tables) | 6 Months Ended |
Apr. 30, 2023 | |
Broker-Dealer [Abstract] | |
SCHEDULE OF REALIZED AND UNREALIZED GAINS AND LOSSES ON CONTRACTS | The Company recorded realized and unrealized gains and losses respectively, on these contracts as follows: SCHEDULE OF REALIZED AND UNREALIZED GAINS AND LOSSES ON CONTRACTS 2023 2022 Three Months Ended April 30, 2023 2022 Gross realized gains $ 247,983 $ 1,000,908 Gross realized losses (626,311 ) (878,440 ) Unrealized gain 164,455 179,213 Total $ (213,873 ) $ 301,681 Gain (Loss) on Investments $ (213,873 ) $ 301,681 2023 2022 Six Months Ended April 30, 2023 2022 Gross realized gains $ 376,908 $ 1,323,048 Gross realized losses (1,292,361 ) (1,257,359 ) Unrealized gain 936,476 112,446 Total $ 21,023 $ 178,135 Gain (Loss) on Investments $ 21,023 $ 178,135 |
LEASES (Tables)
LEASES (Tables) | 6 Months Ended |
Apr. 30, 2023 | |
Leases | |
SCHEDULE OF OPERATING LEASES | The following summarizes the Company’s operating leases: SCHEDULE OF OPERATING LEASES 2023 2022 Right-of-use operating lease assets $ 2,858,346 $ 2,871,773 Current lease liability 137,222 220,734 Non-current lease liability 3,230,204 3,136,006 Total lease liability $ 3,367,426 $ 3,356,740 Weighted average remaining lease term 10.8 Weighted average discount rate 4.9 % |
SCHEDULE OF MINIMUM FUTURE LEASE PAYMENTS | Maturities of lease liabilities by year for our operating leases are as follows: SCHEDULE OF MINIMUM FUTURE LEASE PAYMENTS 2023 $ 473,033 2024 519,304 2025 393,668 2026 376,683 2027 367,788 Thereafter 2,333,300 Total lease payments $ 4,463,776 Less: imputed interest (1,096,350 ) Present value of operating lease liabilities $ 3,367,426 |
BUSINESS ACTIVITIES (Details Na
BUSINESS ACTIVITIES (Details Narrative) - $ / shares | Apr. 30, 2023 | Oct. 31, 2022 | Sep. 29, 2022 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Common stock, par value | $ 0.001 | $ 0.001 | |
Pubco [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Common stock, par value | $ 0.0001 | ||
Merger Agreement [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Common stock, par value | $ 0.001 |
SCHEDULE OF REVENUE (Details)
SCHEDULE OF REVENUE (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Apr. 30, 2023 | Apr. 30, 2022 | Apr. 30, 2023 | Apr. 30, 2022 | |
Revenues | $ 15,320,703 | $ 16,498,169 | $ 33,646,818 | $ 33,203,029 |
Green Coffee [Member] | ||||
Revenues | 6,773,848 | 7,197,280 | 14,432,796 | 14,148,853 |
Packaged Coffee [Member] | ||||
Revenues | $ 8,546,855 | $ 9,300,889 | $ 19,214,022 | $ 19,054,176 |
BASIS OF PRESENTATION AND SIG_4
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICY (Details Narrative) | Apr. 30, 2023 |
Generations Coffee Company LLC [Member] | |
Equity method investment, ownership percentage | 60% |
SCHEDULE OF INVENTORIES (Detail
SCHEDULE OF INVENTORIES (Details) - USD ($) | Apr. 30, 2023 | Oct. 31, 2022 |
Inventories | $ 15,823,297 | $ 19,252,214 |
Packed Coffee [Member] | ||
Inventories | 3,164,089 | 2,677,617 |
Green Coffee [Member] | ||
Inventories | 10,582,615 | 14,847,708 |
Roaster Parts [Member] | ||
Inventories | 539,175 | 576,778 |
Packaging Supplies [Member] | ||
Inventories | $ 1,537,418 | $ 1,150,111 |
SCHEDULE OF REALIZED AND UNREAL
SCHEDULE OF REALIZED AND UNREALIZED GAINS AND LOSSES ON CONTRACTS (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Apr. 30, 2023 | Apr. 30, 2022 | Apr. 30, 2023 | Apr. 30, 2022 | |
Broker-Dealer [Abstract] | ||||
Gross realized gains | $ 247,983 | $ 1,000,908 | $ 376,908 | $ 1,323,048 |
Derivative, Gain, Statement of Income or Comprehensive Income [Extensible Enumeration] | COST OF SALES | COST OF SALES | COST OF SALES | COST OF SALES |
Gross realized losses | $ (626,311) | $ (878,440) | $ (1,292,361) | $ (1,257,359) |
Derivative, Loss, Statement of Income or Comprehensive Income [Extensible Enumeration] | COST OF SALES | COST OF SALES | COST OF SALES | COST OF SALES |
Unrealized gain | $ 164,455 | $ 179,213 | $ 936,476 | $ 112,446 |
Gain (Loss) on Investments | $ (213,873) | $ 301,681 | $ 21,023 | $ 178,135 |
LINE OF CREDIT (Details Narrati
LINE OF CREDIT (Details Narrative) - USD ($) | Jun. 28, 2022 | Mar. 17, 2022 | Apr. 30, 2023 | Oct. 31, 2022 |
Debt Instrument [Line Items] | ||||
Line of credit | $ 7,520,000 | $ 8,314,000 | ||
New Loan Modification Agreement and Credit Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Line of credit expire date | Jun. 29, 2022 | |||
New Loan Modification Agreement and Credit Facility [Member] | Webster Bank [Member] | ||||
Debt Instrument [Line Items] | ||||
Line of credit expire date | Jun. 30, 2024 | |||
New Loan Modification Agreement and Credit Facility [Member] | Webster Bank [Member] | Maximum [Member] | ||||
Debt Instrument [Line Items] | ||||
Line of credit facility, interest rate during period | 3.50% | |||
New Loan Modification Agreement and Credit Facility [Member] | Webster Bank [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | ||||
Debt Instrument [Line Items] | ||||
Line of credit facility, interest rate during period | 1.75% |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | Apr. 30, 2023 | Oct. 31, 2022 |
Income Tax Disclosure [Abstract] | ||
Unrecognized tax benefits | $ 0 | $ 0 |
Accrued interest or penalties | $ 0 | $ 0 |
EARNINGS (LOSS) PER SHARE (Deta
EARNINGS (LOSS) PER SHARE (Details Narrative) - shares | 3 Months Ended | 6 Months Ended | |||
Apr. 30, 2023 | Apr. 30, 2022 | Apr. 30, 2023 | Apr. 30, 2022 | Apr. 30, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Weighted average number of share outstanding, diluted | 5,708,599 | 5,708,599 | 5,708,599 | 5,708,599 | |
Share-Based Payment Arrangement, Option [Member] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Antidilutive securities excluded from computation of earnings per share, amount | 1,000,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) | 6 Months Ended |
Apr. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Retirement Benefits, Description | The Company has a 401(k) Retirement Plan, which covers all the full time employees who have completed one year of service and have reached their 21st birthday. The Company matches 100% of the aggregate salary reduction contribution up to the first 3% of compensation and 50% of aggregate contribution of the next 2% of compensation |
SCHEDULE OF OPERATING LEASES (D
SCHEDULE OF OPERATING LEASES (Details) - USD ($) | Apr. 30, 2023 | Oct. 31, 2022 | Apr. 30, 2022 |
Leases | |||
Right-of-use operating lease assets | $ 2,858,346 | $ 2,871,773 | $ 2,871,773 |
Current lease liability | 137,222 | 220,734 | 220,734 |
Non-current lease liability | 3,230,204 | $ 3,136,006 | 3,136,006 |
Total lease liability | $ 3,367,426 | $ 3,356,740 | |
Operating lease weighted average remaining lease term | 10 years 9 months 18 days | ||
Operating lease weighted average discount rate percent | 4.90% |
SCHEDULE OF MINIMUM FUTURE LEAS
SCHEDULE OF MINIMUM FUTURE LEASE PAYMENTS (Details) - USD ($) | Apr. 30, 2023 | Apr. 30, 2022 |
Leases | ||
2023 | $ 473,033 | |
2024 | 519,304 | |
2025 | 393,668 | |
2026 | 376,683 | |
2027 | 367,788 | |
Thereafter | 2,333,300 | |
Total lease payments | 4,463,776 | |
Less: imputed interest | (1,096,350) | |
Present value of operating lease liabilities | $ 3,367,426 | $ 3,356,740 |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2021 | Apr. 30, 2023 | Apr. 30, 2022 | Apr. 30, 2023 | Apr. 30, 2022 | Jan. 31, 2023 | Oct. 31, 2022 | |
Amortization of right-of-use asset | $ 80,180 | $ 77,268 | $ 159,843 | $ 179,949 | |||
Payments for purchase of asset | $ 900,321 | ||||||
Right-of-use asset and lease liability wrote off | $ 242,888 | ||||||
Operating right-of-use asset | 2,858,346 | 2,871,773 | 2,858,346 | 2,871,773 | $ 2,871,773 | ||
Operating lease liability | 3,367,426 | $ 3,356,740 | 3,367,426 | $ 3,356,740 | |||
Sonofresco LLC [Member] | |||||||
Operating right-of-use asset | $ 40,797 | ||||||
Operating lease liability | $ 40,797 | ||||||
Organic Products Trading Company LLC [Member] | |||||||
Operating right-of-use asset | 105,619 | 105,619 | |||||
Operating lease liability | $ 105,619 | $ 105,619 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Apr. 30, 2023 | Apr. 30, 2022 | Apr. 30, 2023 | Apr. 30, 2022 | Oct. 31, 2022 | |
Contract labor expense | $ 0 | $ 94,037 | $ 56,851 | $ 152,471 | |
Deposit and other assets | 144,390 | 144,390 | $ 243,238 | ||
Deferred compensation payable | $ 144,390 | $ 144,390 | $ 243,238 | ||
Generation Coffee Company L L C [Member] | |||||
Related party transaction percentage | 40% |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Apr. 30, 2023 | Apr. 30, 2022 | Apr. 30, 2023 | Apr. 30, 2022 | Apr. 19, 2019 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Share based compensation | $ 174,241 | $ 364,009 | |||
2013 Equity Compensation Plan [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Stock options to employees | 1,000,000 | ||||
Exercise price | $ 5.43 |