-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Pi+afK3dTAHWOP9fqohcAZue4Gvmup7xV8JmvMUGmoyZsidwjcBbf6WlqFStbncQ 2eDsoP3FNaIE2vuxZx95TA== 0001144204-06-002153.txt : 20060120 0001144204-06-002153.hdr.sgml : 20060120 20060120170739 ACCESSION NUMBER: 0001144204-06-002153 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060118 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060120 DATE AS OF CHANGE: 20060120 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COFFEE HOLDING CO INC CENTRAL INDEX KEY: 0001007019 STANDARD INDUSTRIAL CLASSIFICATION: BEVERAGES [2080] IRS NUMBER: 113860760 STATE OF INCORPORATION: NV FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32491 FILM NUMBER: 06541433 BUSINESS ADDRESS: STREET 1: 4401 FIRST AVENUE STREET 2: STE 1507 CITY: BROOKLYN STATE: NY ZIP: 11232 BUSINESS PHONE: 7188320800 MAIL ADDRESS: STREET 1: 4401 FIRST AVENUE STREET 2: STE 1507 CITY: BROOKLYN STATE: NY ZIP: 11232 FORMER COMPANY: FORMER CONFORMED NAME: TRANSPACIFIC INTERNATIONAL GROUP CORP DATE OF NAME CHANGE: 19960201 8-K 1 v033626_8k.txt 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): January 18, 2006 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.) 4401 First Avenue, Brooklyn, New York 11232-0005 ------------------------------------- ---------- (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): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| 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 January 18, 2006, Coffee Holding Co., Inc. announced its earnings for the fourth quarter and fiscal year ended October 31, 2005. A copy of the press release describing the earnings is attached as exhibit 99.1. Item 9.01 Financial Statements and Exhibits. (d) The following exhibit is furnished with this report: Exhibit No. Description ----------- ----------- 99.1 Coffee Holding Co., Inc. press release dated January 18, 2006 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. Dated: January 19, 2006 COFFEE HOLDING CO., INC. By: /s/ Andrew Gordon ---------------------------- Name: Andrew Gordon Title: President and Chief Executive Officer EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 Coffee Holding Co., Inc. press release dated January 18, 2006 EX-99.1 2 v033626_ex99-1.txt Coffee Holding Co., Inc. Reports Fiscal Year 2005 Results BROOKLYN, New York -- January 18, 2006. Coffee Holding Co., Inc. (AMEX:JVA) today announced its operating results for the fourth quarter and fiscal year ended October 31, 2005. In this release, the Company: o Reports sales growth of 32.5% for the quarter and 48.2% for the year; o Announces an increase in net income of 140.6% for the quarter and 35.4% for the year; and o Reports net income of $0.11 per share for the quarter and $0.25 per share for the year. Net income increased $370,000, or 140.6%, to $632,000 or $0.11 per share, for the quarter ended October 31, 2005 compared to $263,000, or $0.07 per share, for the quarter ended October 31, 2004. Net income increased $310,000, or 35.4%, to $1.2 million or $0.25 per share, for the year ended October 31, 2005 compared to $875,000 or $0.22 per share, for the year ended October 31, 2004. The increase in net income primarily reflects an increase in net sales, partially offset by an increase in cost of sales. The increase in net sales primarily reflects increased sales of green coffee. "We are pleased with our incremental quarter to quarter growth and anticipate additional revenue growth in 2006," said Andrew Gordon, President and Chief Executive Officer. "Our overall business base continues to broaden and we continue to experience growth in green coffee sales, private label coffee sales and branded coffee sales, all three of our primary lines of business." "We are extremely excited about the continued growth for our flagship brand, Cafe Caribe, during fiscal year 2005 as both new customers and new markets were added during this period. Year to year sales of our most important brand increased over 20% for the second consecutive year." "While we were unable to complete an acquisition during 2005, we are hopeful that we will be able to take advantage of strategic opportunities in the near future." 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 through 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. It is possible that the assumptions made by management for purposes of such statements may not materialize. Actual results may differ materially from those projected or implied in any forward-looking statements. Such statements may involve risks and uncertainties, including but not limited to those relating to product demand, pricing, 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. COFFEE HOLDING CO., INC. BALANCE SHEETS OCTOBER 31, 2005 AND 2004
2005 2004 ------------ ------------ - ASSETS - CURRENT ASSETS: Cash $ 735,468 $ 642,145 Due from broker 2,994,394 873,901 Accounts receivable, net of allowance for doubtful accounts of $420,349 and $150,349 for 2005 and 2004, respectively 5,159,576 4,005,755 Inventories 4,496,578 2,258,289 Prepaid expenses and other current assets 419,224 676,395 Deferred tax asset 318,600 136,900 ------------ ------------ TOTAL CURRENT ASSETS 14,123,840 8,593,385 Property and equipment, at cost, net of accumulated depreciation of $3,727,524 and $3,354,418 for 2005 and 2004, respectively 2,379,952 2,286,936 Deposits and other assets 41,521 33,496 ------------ ------------ TOTAL ASSETS $ 16,545,313 $ 10,913,817 ============ ============ - LIABILITIES AND STOCKHOLDERS' EQUITY - CURRENT LIABILITIES: Accounts payable and accrued expenses $ 4,431,577 $ 4,658,836 Current portion of term loan -- 252,000 Current portion of obligations under capital lease 1,329 111,060 Line of credit borrowings 1,063,167 2,685,045 Income taxes payable - current 218,864 160,000 ------------ ------------ TOTAL CURRENT LIABILITIES 5,714,937 7,866,941 Obligations under capital lease, net of current portion -- 5,855 Income taxes payable - deferred 53,700 45,200 Deferred compensation payable 135,054 -- ------------ ------------ TOTAL LIABILITIES 5,903,691 7,917,996 ------------ ------------ COMMITMENTS AND CONTINGENCIES 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, 5,529,830 and 3,999,650 shares issued and outstanding for 2005 and 2004, respectively 5,530 4,000 Additional paid-in capital 7,327,023 867,887 Retained earnings 3,309,069 2,123,934 ------------ ------------ TOTAL STOCKHOLDERS' EQUITY 10,641,622 2,995,821 ------------ ------------ TOTAL LIABILITIES AND STOCKHOLDERS'S EQUITY $ 16,545,313 $ 10,913,817 ============ ============
2 COFFEE HOLDING CO., INC. CONDENSED STATEMENTS OF INCOME THREE AND TWELVE MONTHS ENDED OCTOBER 31, 2005 AND 2004
(Unaudited) Twelve Months Ended Three Months Ended October 31, October, 31 2005 2004 2005 2004 ------------ ------------ ------------ ------------ NET SALES $ 41,545,345 $ 28,030,389 $ 12,529,155 $ 9,452,861 COST OF SALES 33,875,973 20,927,506 10,218,366 7,034,811 ------------ ------------ ------------ ------------ GROSS PROFIT 7,669,372 7,102,883 2,310,789 2,418,050 ------------ ------------ ------------ ------------ OPERATING EXPENSES: Selling and administrative 4,854,018 4,746,895 1,052,349 1,655,785 Bad Debt Expense 270,000 30,914 -- 30,914 Officers' salaries 574,245 622,573 174,974 252,149 ------------ ------------ ------------ ------------ TOTALS 5,698,263 5,400,382 1,227,323 1,938,848 ------------ ------------ ------------ ------------ INCOME FROM OPERATIONS 1,971,109 1,702,501 1,083,466 479,202 ------------ ------------ ------------ ------------ OTHER INCOME (EXPENSE) Interest income 50,363 11,966 24,937 2,771 Interest expense (110,684) (145,930) (22,554) (8,084) ------------ ------------ ------------ ------------ (60,321) (133,964) 2,383 (5,313) ------------ ------------ ------------ ------------ INCOME BEFORE INCOME TAXES 1,910,788 1,568,537 1,085,849 473,889 Provision for income taxes 725,653 693,195 453,474 211,095 ------------ ------------ ------------ ------------ NET INCOME $ 1,185,135 $ 875,342 $ 632,375 $ 262,794 ============ ============ ============ ============ Basic and diluted earnings per share $ .25 $ .22 $ .11 $ .07 ============ ============ ============ ============ Weighted average common shares outstanding: Basic 4,721,327 3,999,650 5,529,830 3,999,650 ============ ============ ============ ============ Diluted 4,776,757 3,999,650 5,577,167 3,999,650 ============ ============ ============ ============
3 COFFEE HOLDING CO., INC. STATEMENTS OF CASH FLOWS YEARS ENDED OCTOBER 31, 2005 AND 2004
2005 2004 ------------ ------------ OPERATING ACTIVITIES: Net income $ 1,185,135 $ 875,342 Adjustments to reconcile net income to net cash (used in) provided by operating activities: Depreciation and amortization 373,106 363,612 Bad debts 270,000 30,914 Deferred taxes (173,200) (27,200) Changes in operating assets and liabilities: Due from broker (2,120,493) 20,222 Accounts receivable (1,423,821) (1,881,986) Inventories (2,238,289) (476,865) Prepaid expenses and other current assets 551,929 (244,963) Accounts payable and accrued expenses (227,259) 2,797,389 Income taxes payable 58,864 160,000 Deferred compensation payable (135,054) -- ------------ ------------ Net cash (used in) provided by operating activities (3,879,082) 1,616,465 ------------ ------------ INVESTING ACTIVITIES: Purchases of property and equipment (466,122) (1,039,479) Security deposits (8,025) (16,700) ------------ ------------ Net cash (used in) investing activities (474,147) (1,056,179) ------------ ------------ FINANCING ACTIVITIES: Principal payments on term loan (252,000) (84,000) Net proceeds from IPO 6,436,016 -- Advances under bank line of credit 27,754,052 28,108,814 Principal payments under bank line of credit (29,375,930) (27,715,835) Principal payments of obligations under capital leases (115,586) (221,306) Payments to related parties -- (79,646) ------------ ------------ Net cash provided by financing activities 4,446,552 8,027 ------------ ------------ NET INCREASE IN CASH 93,323 568,313 Cash, beginning of year 642,145 73,832 ------------ ------------ CASH, END OF YEAR $ 735,468 $ 642,145 ============ ------------ SUPPLEMENTAL DISCLOSURE OF CASH FLOW DATA: Interest paid $ 103,286 $ 145,930 ============ ============ Income taxes paid $ 460,744 $ 370,850 ============ ============
On June 10, 2005, 10,000 shares of restricted stock valued at $24,650 were issued for services to be rendered. 4 -----END PRIVACY-ENHANCED MESSAGE-----