UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  September 10, 2014

COFFEE HOLDING CO., INC.
(Exact name of registrant as specified in its charter)

Nevada
001-32491
11-2238111
(State or other jurisdiction
(Commission
(IRS Employer
of incorporation)
File Number)
Identification No.)

3475 Victory Boulevard, Staten Island, New York
10314
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code: (718) 832-0800

Not Applicable
(Former name or former address, if changed since last report.)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 
 


 
 
 
 
 
Item 2.02.   Results of Operations and Financial Condition.

On September 10, 2014, Coffee Holding Co., Inc. (the “Company” or “Coffee Holding”) issued a press release disclosing certain information regarding its results of operations for the three and nine months ended July 31, 2014.  A copy of the press release is furnished under Item 2.02 as Exhibit 99.1.

The information included in this Item 2.02, and Exhibit 99.1 to this Current Report on Form 8-K, shall not be deemed “filed” for the purposes of or otherwise subject to the liabilities under Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  Unless expressly incorporated into a filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act made after the date hereof, the information contained in this Item 2.02 and Exhibit 99.1 hereto shall not be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
 
Item 9.01.   Financial Statements and Exhibits.

(d)   The following exhibit is furnished with this report:
 
Exhibit No.  
Description
     
 
Press release, dated September 10, 2014, issued by Coffee Holding entitled “Coffee Holding Co., Inc. Reports Results for the Three and Nine Months Ended July 31, 2014.”
 
 
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SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
                                                                                     
 
COFFEE HOLDING CO., INC.
     
Dated:  September 10, 2014
By:
/s/ Andrew Gordon
 
   
Name: Andrew Gordon
   
Title: President and Chief Executive Officer
     

 
 
 
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EXHIBIT INDEX
 
Exhibit No.  
Description
     
 
Press release, dated September 10, 2014, issued by Coffee Holding entitled “Coffee Holding Co., Inc. Reports Results for the Three and Nine Months Ended July 31, 2014.”
 
 
 
 
 
 
 
 
 
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jva_ex991.htm
Exhibit 99.1
 
Coffee Holding Co., Inc. Reports Results for the Three and Nine Months Ended July 31, 2014
 
STATEN ISLAND, New York – September 10, 2014. Coffee Holding Co., Inc. (Nasdaq: JVA) today announced its operating results for the three and nine months ended July 31, 2014:

The Company reported net income of $758,947, or $0.12 per share basic and $0.11 per share diluted, for the three months ended July 31, 2014 compared to a net loss of $2,108,911, or ($0.33) per share basic and diluted, for the three months ended July 31, 2013. The Company had net income of $3,391,907, or $0.53 per share basic and $0.51 diluted, for the nine months ended July 31, 2014 compared to a net loss of $1,566,866 or ($0.25) per share basic and diluted, for the nine months ended July 31, 2013.  The increase in net income reflects increased profitability on our sales.

Net sales totaled $26,628,571 for the three months ended July 31, 2014, a decrease of $5,742,121, or 17.7%, from $32,370,692 for the three months ended July 31, 2013. The decrease in net sales primarily reflected a decrease of 20% in pounds of green coffee sold during the quarter as compared to the quarter ended July 31, 2013.  We believe that the decrease in pounds sold resulted from a continued decrease in purchases by customers as a result of market volatility and a significant increase in coffee prices during the quarter.  Net sales totaled $79,373,667 for the nine months ended July 31, 2014, a decrease of $21,001,875, or 20.9%, from $100,375,542 for the nine months ended July 31, 2013.  The decrease in net sales primarily reflected a decrease of 5% in pounds of green coffee sold during the nine month period ended July 31, 2014 as compared to the nine months ended July 31, 2013. We believe that the decrease in pounds sold resulted from a decrease in purchases by customers due to market volatility.

Cost of sales for the three months ended July 31, 2014 was $23,574,095 or 88.5% of net sales, as compared to $33,526,657 or 103.6% of net sales for the three months ended July 31, 2013. Cost of sales for the nine months ended July 31, 2014 was $68,239,903 or 85.9% of net sales, as compared to $96,463,019 or 96.1% of net sales for the nine months ended July 31, 2013. The decrease in cost of sales reflects favorable inventory positions and increased coffee prices which allowed for improved margins during each period.

Total operating expenses decreased by $67,116, or 3.6%, to $1,815,889 for the three months ended July 31, 2014 as compared to operating expenses of $1,883,005 for the three months ended July 31, 2013. The decrease in operating expenses was primarily due to a decrease in selling and administrative expenses of $56,262.  Total operating expenses decreased by $119,910, or 2.1%, to $5,554,239 for the nine months ended July 31, 2014 as compared to operating expenses of $5,674,149 for the nine months ended July 31, 2013.  The decrease in operating expenses was due to a decrease in selling and administrative expense of $138,218, partially offset by an increase in officers’ salaries of $18,308.
 
“We are pleased to report to our shareholders another strong quarter of both improved earnings and margin expansion as compared to the nine months ended July 31, 2013.  The internal initiatives we instituted last year enabled us to achieve these two goals, which we believed were of the highest priority for long term sustainable growth and eventual revenue expansion.  We believe we can remain on track and build momentum for the foreseeable future due to our strong market position as a leader in the sales of gourmet green coffee and our favorable inventory position.  We believe these factors should provide us with positive earnings leverage in the nearterm,” said Andrew Gordon, President and Chief Executive Officer.

“Going forward, we will be adding two new initiatives to our already diverse product mix which we hope will bolster both sales and earnings in the future.  First, we will be launching our own brand of tea, Teton Tea, in our continued effort to offer “one stop” shopping for our specialty green coffee customers.  Teton Tea is comprised of an array of high quality tea products bringing innovative packaging and fresh high quality products to our portfolio to help grow our market share and develop new business opportunities as well.  Teton Tea will be available in loose-leaf bulk, single serve sachets, trend setting “cold brew” and traditional iced tea products.  With the additon of Teton Tea, we will be in the position to be a complete vendor of both hot and cold beverage alternatives for our existing and new customers.

Second, we, in conjunction with our license agreement with DTS8 Coffee Company, will be opening our first “Café de la Don Manuel” coffee shop this September in Shanghai. As the owner of the propriety name Don Manuel, which DTS8 has licensed from us, Coffee Holding Co. will receive a percentage of the sales revenues from all products bearing the Don Manuel trademark.  Through this arrangement with DTS8, we will expand our footprint in the rapidly growing Chinese coffee market.  This further develops our presence in this market with our current history of selling our  branded and green coffee products in the Chinese coffee market at the wholesale level over the past several years,” Mr. Gordon continued.

“Also, during the past quarter, we purchased 99,815 shares of our own common stock at an average price of $6.59 in the amount of $657,536  under our previously announced share repurchase program pursuant to which we may purchase up to $1 million of our outstanding common stock.  While we did not yet fully maximize the total dollar amount authorized by our board of directors, we continue to remain alert for future opportunities based on our evaluation of market conditions and other factors that may give rise to further repurchases,” added Mr. Gordon.

About Coffee Holding
 
Coffee Holding is a leading 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. Coffee Holding has been a family-operated business for three generations and has remained profitable through varying cycles in the coffee industry and the economy. The Company’s private label and branded coffee products are sold throughout the United States, Canada and abroad to supermarkets, wholesalers, and individually owned and multi-unit retail customers.

Any statements that are not historical facts contained in this release are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including the Company’s outlook on future margin performance and its share repurchase program. Forward-looking statements include statements with respect to our beliefs, plans, objectives, goals, expectations, anticipations, assumptions, estimates, intentions, and future performance, and involve known and unknown risks, uncertainties and other factors, which may be beyond our control, and which may cause our actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements.  All statements other than statements of historical fact are statements that could be forward-looking statements.  We have based these forward-looking statements upon information available to management as of the date of this release and management’s expectations and projections about certain future events. It is possible that the assumptions made by management for purposes of such statements may not materialize. Such statements may involve risks and uncertainties, including but not limited to those relating to product demand, pricing, hedging activities, market acceptance, the effect of economic conditions, intellectual property rights, the outcome of competitive products, risks in product development, the results of financing efforts, the ability to complete transactions, and other factors discussed from time to time in the Company’s Securities and Exchange Commission filings. The Company undertakes no obligation to update or revise any forward-looking statement for events or circumstances after the date on which such statement is made.
 
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COFFEE HOLDING CO., INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
JULY 31, 2014 AND OCTOBER 31, 2013
 
   
July 31,
2014
   
October 31,
2013
 
   
(Unaudited)
       
- ASSETS -
 
CURRENT ASSETS:
           
Cash
  $ 3,389,412     $ 4,035,669  
Accounts receivable, net of allowances of  $144,000 for 2014 and 2013
    13,364,483       12,362,792  
Inventories
    12,961,287       9,373,018  
Prepaid green coffee
    524,334       439,290  
Prepaid expenses and other current assets
    685,813       336,494  
Prepaid and refundable income taxes
    798,517       1,000,317  
Deferred income tax asset
    19,364       1,330,666  
    TOTAL CURRENT ASSETS
    31,743,210       28,878,246  
Machinery and equipment, at cost, net of accumulated depreciation of $3,560,119 and  $3,130,902 for 2014 and 2013, respectively
    2,028,545       2,060,350  
Customer list and relationships, net of accumulated amortization of $31,875 and $26,250 for 2014 and 2013, respectively
    118,125       123,750  
Trademarks
    180,000       180,000  
Goodwill
    440,000       440,000  
Equity method  investments
    97,331       98,178  
Deposits and other assets
    618,536       618,498  
    TOTAL ASSETS
  $ 35,225,747     $ 32,399,022  
   - LIABILITIES AND STOCKHOLDERS’ EQUITY -
 
CURRENT LIABILITIES:
               
Accounts payable and accrued expenses
  $ 5,988,156     $ 7,244,822  
Line of credit
    3,500,000       1,229,182  
Due to broker
    44,374       984,040  
Income taxes payable
    700       -  
    TOTAL CURRENT LIABILITIES
    9,533,230       9,458,044  
                 
Deferred income tax liabilities
    145,364       145,666  
Deferred rent payable
    206,536       195,452  
Deferred compensation payable
    515,536       515,498  
    TOTAL LIABILITIES
    10,400,666       10,314,660  
STOCKHOLDERS’ EQUITY:
               
Coffee Holding Co., Inc. stockholders’ equity:
               
  Preferred stock, par value $.001 per share; 10,000,000 shares authorized; no shares  issued and outstanding
    -       -  
  Common stock, par value $.001 per share; 30,000,000 shares authorized, 6,456,316 shares issued; 6,272,494 and 6,372,309 shares outstanding for 2014 and 2013, respectively
    6,456       6,456  
  Additional paid-in capital
    15,904,109       15,904,109  
  Retained earnings
    9,503,540       6,111,633  
  Less: Treasury stock, 183,822 and 84,007 common shares, at cost for 2014 and 2013
    (932,911 )     (272,133 )
    Total Coffee Holding Co., Inc. Stockholders’ Equity
    24,481,194       21,750,065  
Non-controlling interest
    343,887       334,297  
  TOTAL EQUITY
    24,825,081       22,084,362  
   TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
  $ 35,225,747     $ 32,399,022  
 
 
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COFFEE HOLDING CO., INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)

   
Nine Months Ended
July 31,
   
Three Months Ended
July 31,
 
   
2014
   
2013
   
2014
   
2013
 
NET SALES
  $ 79,373,667     $ 100,375,542     $ 26,628,571     $ 32,370,692  
                                 
COST OF SALES (including $13.2 and $24.7 million of related party costs for the nine months ended July 31, 2014 and 2013, respectively. Including $4.1 and $6.3 million for the three months ended July 31, 2014 and 2013, respectively.)
    68,239,903       96,463,019       23,574,095       33,526,657  
                                 
GROSS PROFIT (LOSS)
    11,133,764       3,912,523       3,054,476       (1,155,965 ) 
                                 
OPERATING EXPENSES:
                               
Selling and administrative
    5,094,939       5,233,157       1,656,789       1,713,051  
Officers’ salaries
    459,300       440,992       159,100       169,954  
TOTALS
    5,554,239       5,674,149       1,815,889       1,883,005  
                                 
INCOME (LOSS) FROM OPERATIONS
    5,579,525       (1,761,626 )      1,238,587       (3,038,970 ) 
                                 
OTHER INCOME (EXPENSE)
                               
Interest income
    32,064       30,176       12,769       12,370  
(Loss) income from equity investment
    (847 )      (105,204 )      (759 )      (158 ) 
Interest expense
    (42,340 )     (71,320 )     (16,271 )     (10,542 )
TOTALS
    (11,123 )     (146,348 )     (4,261 )     1,670  
                                 
INCOME (LOSS) BEFORE INCOME TAXES AND NON-CONTROLLING INTEREST IN SUBSIDIARIES
    5,568,402       (1,907,974 )     1,234,326       (3,037,300 ) 
                                 
Provision (benefit) for income taxes
    2,114,905       (490,108 )     450,952       (997,618 )
                                 
NET INCOME (LOSS)  BEFORE NON-CONTROLLING INTEREST IN SUBSIDIARY
    3,453,497       (1,417,866 )     783,374       (2,039,682 ) 
Less: net income attributable to the non-controlling interest
    (61,590 )     (149,020 )     (24,427 )     (69,229 )
                                 
NET INCOME (LOSS) ATTRIBUTABLE TO COFFEE HOLDING CO., INC.
  $ 3,391,907     $ (1,566,886 )    $ 758,947     $ (2,108,911 ) 
                                 
Basic earnings per share
  $ .53     $ (.25 )    $ .12     $ (.33 ) 
                                 
Diluted earnings per share
  $ .51     $ (.25 )    $ .11     $ (.33 ) 
                                 
Dividends declared per share
  $ .00     $ .06     $ .00     $ .00  
                                 
Weighted average common shares outstanding:
                               
Basic
    6,362,933       6,372,309       6,344,487       6,372,309  
Diluted
    6,629,933       6,672,309       6,611,487       6,372,309  
 
 
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COFFEE HOLDING CO., INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED JULY 31, 2014 AND 2013
(Unaudited)

   
2014
   
2013
 
OPERATING ACTIVITIES:
           
Net income (loss)
  $ 3,453,497     $ (1,417,866 )
Adjustments to reconcile net income to net cash used in operating activities:
               
Depreciation and amortization
    436,277       355,570  
Unrealized gain on commodities
    (1,211,540 )     (317,192 )
Loss on equity method  investments
    847       105,204  
Deferred rent
    11,084       12,035  
Deferred income taxes
    1,311,000       229,000  
Changes in operating assets and liabilities:
               
Accounts receivable
    (1,001,691 )     377,509  
Inventories
    (3,588,269 )     2,147,252  
Prepaid expenses and other current assets
    (77,445 )     299,518  
Prepaid green coffee
    (85,044 )     (278,231 )
Prepaid and refundable income taxes
    201,800       1,860,797 )
Accounts payable and accrued expenses
    (1,256,666 )     (5,721,168 )
Deposits and other assets
            11,621  
Income taxes payable
    700       (21,122 )
        Net cash used in by operating activities
    (1,805,450 )     (6,078,667 )
                 
INVESTING ACTIVITIES:
               
Proceeds from disposition of equity method investment
    -       232,069  
Purchases of machinery and equipment
    (398,847 )     (588,879 )
      Net cash used in investing activities
    (398,847 )     (356,810 )
                 
FINANCING ACTIVITIES:
               
Advances under bank line of credit
    3,551,522       6,788,920  
Principal payments under bank line of credit
    (1,280,704 )     (4,051,420 )
Purchase of treasury stock
    (660,778 )     -  
Payment of dividend
    (52,000 )     (387,377 )
      Net cash provided by financing activities
    1,558,040       2,350,123  
                 
 
               
 NET DECREASE IN CASH
    (646,257 )     (4,085,354 )
                 
 CASH, BEGINNING OF PERIOD
    4,035,669       7,568,583  
                 
 CASH, END OF PERIOD
  $ 3,389,412     $ 3,483,229  
                 
 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW DATA:
           
Interest paid
  $ 37,513     $ 73,261  
Income taxes paid
  $ 715,000     $ 803,490  
 
 
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COFFEE HOLDING CO., INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED JULY 31, 2014 AND 2013
(Unaudited)
 
 
Schedule of noncash investing and financing activities:

Proceeds from disposition of equity method investment:
 
   
2014
   
2013
 
             
  Inventory received
  $ -     $ 503,500  
  Settlement of accounts payable
    -       992,402  
  Total noncash proceeds
  $ -     $ 1,495,902  
                 



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