-----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, WpNBmOUstv33QvCeDis9/qXt6mS29+BTPyImAysncNoiFDwOmLYP4XmoICSUng9y gB9IvQOAVRiMeNNmm8aXrg== 0001354488-10-002895.txt : 20100914 0001354488-10-002895.hdr.sgml : 20100914 20100914092535 ACCESSION NUMBER: 0001354488-10-002895 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100914 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100914 DATE AS OF CHANGE: 20100914 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: 101070433 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 jva_8k.htm CURRENT REPORT jva_8k.htm
 


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 14, 2010

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

Nevada
001-32491
11-2238111
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
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):
 
o  Written 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 14, 2010, 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, 2010.  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 8.01.
Other Events.

On September 14, 2010, the Company issued a press release announcing that its quarterly dividend of $0.03 will be paid on November 1, 2010 to shareholders of record as of October 18, 2010.  The press release announcing the dividend is attached hereto as Exhibit 99.1.


Item 9.01.
Financial Statements and Exhibits.

 
(d)   The following exhibit is furnished with this report:
 
 
Exhibit No.
 
Description
   
Press release, dated September 14, 2010, issued by Coffee Holding entitled “Coffee Holding Co., Inc. Reports Results for Three and Nine Months Ended July 31, 2010”


 
 
2

 

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 14, 2010
By:
/s/ Andrew Gordon
   
Name: Andrew Gordon
   
Title: President and Chief Executive Officer

 

 
3

 

EXHIBIT INDEX

 
Exhibit No.
 
Description
   
Press release, dated September 14, 2010, issued by Coffee Holding entitled “Coffee Holding Co., Inc. Reports Results for Three and Nine Months Ended July 31, 2010”



4
EX-99.1 2 jva_ex991.htm PRESS RELEASE jva_ex991.htm
 
EXHIBIT 99.1

Coffee Holding Co., Inc. Reports Results for Three and Nine Months Ended July 31, 2010
 
 
STATEN ISLAND, N.Y., September 14, 2010 (GLOBE NEWSWIRE) -- Coffee Holding Co., Inc. ("Coffee Holding") (Nasdaq:JVA) today announced its operating results for the three and nine months ended July 31, 2010. In this release, the Company:
 
 
Reports net sales of $19,032,770 for the three months ended July 31, 2010 and $17,289,305 for the three months ended July 31, 2009;
     
 
Reports sales growth of 10.1% for the three months ended July 31, 2010 compared to the three months ended July 31, 2009; and
     
 
Reports net income of $424,091, or $0.08 per share (basic and diluted), for the three months ended July 31, 2010 compared to net income of $799,760, or $0.15 per share (basic and diluted), for the three months ended July 31, 2009.

Results of Operations
 
The Company had net income of $424,091, or $0.08 per share (basic and diluted), for the three months ended July 31, 2010 compared to net income of $799,760, or $0.15 per share (basic and diluted), for the three months ended July 31, 2009. The decrease in net income for the three month period primarily reflects an increased cost of sales resulting in part from higher green coffee prices that we were not immediately able to pass on to our customers, which resulted in a decreased gross profit.  The Company had net income of $1,782,517, or $0.33 per share (basic and diluted), for the nine months ended July 31, 2010 compared to net income of $1,592,211, or $0.29 per share (basic and diluted), for the nine months ended July 31, 2009. The increase in net income for the nine month period primarily reflects increased net sales. 
 
Net sales totaled $19,032,770 for the three months ended July 31, 2010, an increase of $1,743,465, or 10.1%, from $17,289,305 for the three months ended July 31, 2009. The increase in net sales for the three month period reflects increased sales of specialty green coffee to our largest green coffee customers and our acquisition of OPTCO in May 2010.  Net sales totaled $60,309,228 for the nine months ended July 31, 2010, an increase of $6,289,183, or approximately 11.6%, from $54,020,045 for the nine months ended July 31, 2009. The increase in net sales for the nine month period reflects increased sales of both green coffee and private label coffee to our largest customers and the addition of our new wholly owned subsidiary OPTCO in May 2010.
 
Cost of sales for the three months ended July 31, 2010 was $16,574,355, or approximately 87.1% of net sales, as compared to $14,375,619, or approximately 83.1%, of net sales for the three months ended July 31, 2009. The increase in cost of sales as a percentage of net sales for the three month period reflects a decrease in net gains on options and futures contracts and an increase in green coffee purchases, partially offset by a decrease in labor costs.  Cost of sales for the nine months ended July 31, 2010 was $52,655,415, or approximately 87.3% of net sales, as compared to $46,786,962, or approximately 86.6%, of net sales for the nine months ended July 31, 2009.   The slight increase in cost of sales as a percentage of net sales for the nine month period was primarily a result of increased purchases and prices for green coffee.
 
Total operating expenses increased by $167,687, or approximately 11.1%, to $1,675,363 for the three months ended July 31, 2010 compared to operating expenses of $1,507,676 for the three months ended July 31, 2009.  Total operating expenses increased by $149,749, or approximately 3.4%, to $4,549,960 for the nine months ended July 31, 2010 as compared to operating expenses of $4,400,211 for the nine months ended July 31, 2009.  The increase in operating expenses was primarily the result of costs associated with the OPTCO acquisition.   
 
 "We are pleased to report positive results to our shareholders.  Our revenues have continued to trend upwards as we have averaged 11.6% growth over the last nine months," said Andrew Gordon, President and Chief Executive Officer of the Company.  "Our core businesses remain strong with the weakness in the outside economic picture having no effect on our sales to existing customers.  The completion of the OPTCO (Organic Products Trading Co.) transaction is expected to improve both our revenues and profits in the upcoming months by giving us added penetration in the $1.4 billion organic coffee market, which expanded by 4.1% this past year as compared to 1% estimated growth in the mainstream coffee market.  Lastly, while our third quarter profits were not as good as those achieved in the same period in 2009 due to the recent spike in the N.Y. Arabica commodity market which occurred rather suddenly and unexpectedly beginning in June, which is traditionally a weak seasonal period, we anticipate better margins in the fourth quarter as our recently announced price increases will have taken affect during this period."

 
1

 

Quarterly Dividend

The Company's previously announced quarterly cash dividend of $0.03 per share will be paid to stockholders of record as of the close of business on October 18, 2010.  The dividend will be paid on November 1, 2010.
 
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.  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. 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, coffee prices, pricing of our products, market accepta nce, 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.

 
2

 

COFFEE HOLDING CO., INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
JULY 31, 2010 AND OCTOBER 31, 2009

   
July 31, 2010
   
October 31, 2009
 
   
(unaudited)
   
(audited)
 
- ASSETS -
 
CURRENT ASSETS:
           
Cash and cash equivalents
  $ 216,246     $ 1,367,933  
Commodities held at broker
    1,036,565       482,746  
Accounts receivable, net of allowance for doubtful accounts of $165,078 for 2010 and 2009
    6,746,635       10,174,221  
Inventories
    7,797,919       4,800,143  
Prepaid expenses and other current assets
    424,516       419,740  
Prepaid green coffee
    1,656,300       -  
Prepaid and refundable income taxes
    31,520       36,068  
Deferred income tax asset
    303,000       286,000  
TOTAL CURRENT ASSETS
    18,212,701       17,566,851  
                 
Property and equipment, at cost, net of accumulated depreciation of $5,025,630 and  $4,681,558 for 2010 and 2009, respectively
    1,572,561       1,648,214  
Customer list and relationships, net of accumulated amortization of $1,875 and $0 for 2010 and 2009, respectively
    148,125       -  
Trademarks
    180,000       -  
Goodwill
    440,000       -  
Deposits and other assets
    574,567       588,573  
               TOTAL ASSETS
  $ 21,127,954     $ 19,803,638  
                 
- LIABILITIES AND STOCKHOLDERS’ EQUITY -
 
CURRENT LIABILITIES:
               
Accounts payable and accrued expenses
  $ 4,819,841     $ 6,655,916  
Line of credit
    2,059,920       791,628  
Income taxes payable
    236,533       453,512  
Contingent liability
    41,000       -  
Deferred income tax liabilities
    -       121,000  
TOTAL CURRENT LIABILITIES
    7,157,294       8,022,056  
                 
Deferred income tax liabilities
    251,000       14,500  
Deferred rent payable
    118,334       99,067  
Deferred compensation payable
    511,308       489,782  
TOTAL LIABILITIES
    8,037,936       8,625,405  
STOCKHOLDERS’ EQUITY:
               
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, 5,529,830 shares issued; 5,490,823 and 5,440,823 shares outstanding for 2010 and 2009, respectively
    5,580       5,530  
   Additional paid-in capital
    7,581,973       7,327,023  
   Contingent consideration
    39,000       -  
   Retained earnings
    5,711,199       4,095,671  
   Less: Treasury stock, 89,007 common shares, at cost for 2010 and 2009
    (295,261 )     (295,261 )
  Total Coffee Holding Co., Inc. Stockholders’ Equity
    13,042,491       11,132,963  
Noncontrolling interest
    47,527       45,270  
  TOTAL EQUITY
    13,090,018       11,178,233  
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
  $ 21,127,954     $ 19,803,638  

 
 
3

 

COFFEE HOLDING CO., INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

   
Nine Months Ended
July 31,
   
Three Months Ended
July 31,
 
   
2010
   
2009
   
2010
   
2009
 
NET SALES
  $ 60,309,228     $ 54,020,045     $ 19,032,770     $ 17,289,305  
                                 
COST OF SALES (including $15.3 and $10.5 million of related party costs for the nine months ended July 31, 2010 and 2009, respectively)
    52,655,415       46,786,962       16,574,355       14,375,619  
                                 
GROSS PROFIT
    7,653,813       7,233,083       2,458,415       2,913,686  
                                 
OPERATING EXPENSES:
                               
Selling and administrative
    4,100,410       3,950,661       1,525,513       1,357,826  
Officers’ salaries
    449,550       449,550       149,850       149,850  
TOTAL
    4,549,960       4,400,211       1,675,363       1,507,676  
                                 
INCOME FROM OPERATIONS
    3,103,853       2,832,872       783,052       1,406,010  
                                 
OTHER INCOME (EXPENSE):
                               
Interest income
    8,713       7,434       6,062       1,319  
Interest expense
    (145,927 )     (176,499 )     (51,297 )     (75,134 )
TOTAL
    (137,214 )     (169,065 )     (45,235 )     (73,815 )
                                 
INCOME BEFORE INCOME TAXES AND NONCONTROLLING INTEREST IN SUBSIDIARIES
    2,966,639       2,663,807       737,817       1,332,195  
                                 
Provision for income taxes
    (1,181,865 )     (1,068,171 )     (303,935 )     (534,668 )
                                 
NET INCOME
    1,784,774       1,595,636       433,882       797,527  
Less: Net loss (income) attributable to the noncontrolling interest
    (2,257 )     (3,425 )     (9,791 )     2,233  
                                 
NET INCOME ATTRIBUTABLE TO COFFEE HOLDING CO., INC.
  $ 1,782,517     $ 1,592,211     $ 424,091     $ 799,760  
                                 
Basic  and diluted earnings per share attributable to Coffee Holding Co., Inc. common stockholders
  $ .33     $ .29     $ .08     $ .15  
                                 
Weighted average common shares outstanding:
                               
Basic
    5,454,742       5,441,677       5,482,127       5,440,823  
Diluted
    5,464,742       5,441,677       5,492,127       5,440,823  

 
 
4

 

COFFEE HOLDING CO., INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED JULY 31, 2010 AND 2009
(Unaudited)

   
2010
   
2009
 
OPERATING ACTIVITIES:
           
Net income
  $ 1,784,774     $ 1,595,636  
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
               
Depreciation and amortization
    345,949       412,933  
Unrealized gain on commodities
    (109,673 )     (373,029 )
Realized gain on commodities
    (783,450 )     (981,880 )
Bad debt expense
    13,400       16,114  
Deferred rent
    19,267       21,831  
Deferred income taxes
    98,500       716,377  
Changes in operating assets and liabilities:
               
Commodities held at broker
    339,304       398,204  
Accounts receivable
    3,414,186       1,065,442  
Inventories
    (1,187,852 )     542,909  
Prepaid expenses and other current assets
    (4,776 )     (101,833 )
Prepaid green coffee
    (1,656,300 )     -  
Prepaid and refundable income taxes
    4,548       690,529  
Accounts payable and accrued expenses
    (1,836,075 )     (4,215,988 )
Deposits and other assets
    35,532       (21,124 )
Deferred compensation
    -       108,427  
Income taxes payable
    (216,979 )     -  
Net cash provided by (used in) operating activities
    260,355       (125,452 )
                 
INVESTING ACTIVITIES:
               
Purchase of assets of OPTCO
    (2,259,924 )     -  
Purchases of property and equipment
    (253,421 )     (166,879 )
Net cash used in investing activities
    (2,513,345 )     (166,879 )
                 
FINANCING ACTIVITIES:
               
  Advances under bank line of credit
    65,316,659       58,747,700  
  Principal payments under bank line of credit
    (64,048,367 )     (57,397,525 )
  Payment of dividend
    (166,989 )     -  
  Purchase of treasury stock
    -       (5,526 )
Net cash provided by financing activities
    1,101,303       1,344,649  
                 
                 
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
    (1,151,687 )     1,052,318  
                 
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
    1,367,933       963,298  
                 
CASH AND CASH EQUIVALENTS, END OF PERIOD
  $ 216,246     $ 2,015,616  

 
 
5

 

COFFEE HOLDING CO., INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED JULY 31, 2010 AND 2009
(Unaudited)


   
2010
   
2009
 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW DATA:
           
Interest paid
  $ 157,566     $ 77,422  
Income taxes paid
  $ 1,218,474     $ 367,050  
                 
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING ACTIVITIES:
               
On May 17, 2010, the Coffee Holding Co., Inc. acquired substantially all of the assets of Organic Products Trading Company, Inc. (“OPTCO”):
               
Assets acquired:
               
Inventory
  $ 1,809,924     $ -  
Equipment
    15,000       -  
Customer list and relationships
    150,000       -  
Trademarks
    180,000       -  
Goodwill
    440,000       -  
Total assets acquired:
    2,594,924       -  
Purchase of assets funded by:
               
Contingent liability
    41,000       -  
Contingent consideration
    39,000       -  
Common stock, par value $.001 per share, 50,000 shares
    50       -  
Additional paid-in capital
    254,950       -  
      335,000       -  
                 
Net cash paid
  $ 2,259,924     $ -  

 
CONTACT:
  Coffee Holding Co., Inc.  
    Andrew Gordon, President & CEO  
    (718) 832-0800  
 
 
        
 
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