8-K

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):  March 17, 2011

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):

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 March 17, 2011, Coffee Holding Co., Inc. (the “Company” or “Coffee Holding”) issued a press release disclosing certain information regarding its results of operations for the three months ended January 31, 2011.  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 March 17, 2011, the Company issued a press release announcing that its quarterly dividend of $0.03 will be paid on May 2, 2011 to shareholders of record as of April 18, 2011.  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
99.1	Press release, dated March 17, 2011, issued by Coffee Holding entitled “Coffee Holding Co., Inc. Reports Results for the Three Months Ended January 31, 2011”

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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:  March 17, 2011	By:	/s/ Andrew Gordon
		Name: Andrew Gordon
		Title: President and Chief Executive Officer

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release, dated March 17, 2011, issued by Coffee Holding entitled “Coffee Holding Co., Inc. Reports Results for the Three Months Ended January 31, 2011”

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EX-99.1

Exhibit 99.1

Coffee Holding Co., Inc. Reports Results for the Three Months Ended January 31, 2011

STATEN ISLAND, N.Y., March 17, 2011 (GLOBE NEWSWIRE) -- Coffee Holding Co., Inc. (“Coffee Holding”) (Nasdaq:JVA) today announced its operating results for the three months ended January 31, 2011.  In this release, the Company:

● Reports net sales of $25,641,093 for the three months ended January 31, 2011 and $21,359,151 for the three months ended January 31, 2010;

● Reports sales growth of 20% for the three months ended January 31, 2011 compared to the three months ended January 31, 2010; and

● Reports net income of $1,041,072, or $0.19 per share (basic and diluted), for the three months ended January 31, 2011 compared to net income of $557,978, or $0.10 per share (basic and diluted), for the three months ended January 31, 2010.

Results of Operations

The Company had net income of $1,041,072, or $0.19 per share (basic and diluted), for the three months ended January 31, 2011 compared to net income of $557,978, or $0.10 per share (based and diluted), for the three months ended January 31, 2010.  The increase in net income primarily reflects increased gross profit.

Net sales totaled $25,641,093 for the three months ended January 31, 2011, an increase of $4,281,942, or 20% from $21,359,151 for the three months ended January 31, 2010.  The increase in net sales reflects higher sales prices compared to the first quarter of fiscal 2010 as well as additional poundage sold due to the addition of our OPTCO subsidiary.

Cost of sales for the three months ended January 31, 2011 was $22,560,399 or 87.9% of net sales, as compared to $18,721,421 or 87.7% of net sales for the three months ended January 31, 2010.  The increase in cost of sales reflects the increased cost of green coffee.

Total operating expenses increased by $97,188, or 6.11%, to $1,686,096 for the three months ended January 31, 2011 as compared to operating expenses of $1,588,908 for the three months ended January 31, 2010.  The increase in operating expenses was due to increases in selling and administrative expense of $67,221 and an increase in officers’ salaries of $30,001.  The added expenses were justified due to the high level of business during this period.

“In spite of commodity pressure and dramatically increased coffee prices during the quarter, we were still able to almost double our net income as compared to the same period last year.  Our horizontal integrated business structure combined with our hedging policies helped us to significantly alleviate these higher costs as evidenced by our cost of sales only slightly increasing by 0.02 % during a time when the underlying commodity increased by over one dollar per pound. as the fundamentals in the coffee market led to higher futures prices.  With the national brands and our other competitors increasing their prices,  but not to the full effect of the increase in the futures market, we remained under financial constraints on a portion of our private label sales; yet we were able to absorb much of those margin pressures through other areas of our business.  We anticipate this trend will continue and we have just implemented another round of price increases which should be reflected in the results of our upcoming quarter even as coffee prices continue to climb to over thirty year highs.”

“We remain upbeat regarding our overall business and believe we are well positioned to continue to improve both our top and bottom lines during these challenging times,” said Andrew Gordon, President & CEO.

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 April 18, 2011.  The dividend will be paid on May 2, 2011.

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 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

JANUARY 31, 2011 AND OCTOBER 31, 2010

	January 31, 2011			October 31, 2010
	(unaudited)
- ASSETS -
CURRENT ASSETS:
Cash and cash equivalents	$	2,869,014		$	1,672,921
Commodities held at broker		121,062			275,499
Accounts receivable, net of allowances of  $197,078 for 2011 and 2010		10,446,733			8,852,372
Inventories		6,914,163			8,190,420
Prepaid green coffee		363,733			1,335,676
Prepaid expenses and other current assets		383,303			502,852
Prepaid and refundable income taxes		132,662			9,521
Deferred income tax asset		169,500			328,000
TOTAL CURRENT ASSETS		21,400,170			21,167,261
Machinery and equipment, at cost, net of accumulated depreciation of $5,256,784 and  $5,147,593 for 2011 and 2010, respectively		1,584,255			1,560,940
Customer list and relationships, net of accumulated amortization of $5,625 and $3,750 for 2011 and 2010, respectively		144,375			146,250
Trademarks		180,000			180,000
Goodwill		440,000			440,000
Deposits and other assets		746,446			699,029
TOTAL ASSETS	$	24,495,246		$	24,193,480
- LIABILITIES AND STOCKHOLDERS’ EQUITY -
CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	7,282,297		$	7,124,072
Line of credit		1,816,859			2,306,749
Income taxes payable		198,203			234,744
Contingent liability		41,000			41,000
Deferred income tax liabilities		18,000			73,300
TOTAL CURRENT LIABILITIES		9,338,359			9,779,865
Deferred income tax liabilities		-			216,700
Deferred rent payable		130,297			124,756
Deferred compensation payable		592,931			540,642
TOTAL LIABILITIES		10,079,587			10,661,963
STOCKHOLDERS’ EQUITY:
Coffee Holding Co., Inc. stockholders’ equity:
Preferred stock, par value $.001 per share; 10,000,000 shares authorized; 0 issued		-			-
Common stock, par value $.001 per share; 30,000,000 shares authorized, 5,579,830 shares issued; 5,490,823 shares outstanding for 2011 and 2010		5,580			5,580
Additional paid-in capital		7,581,973			7,581,973
Contingent consideration		39,000			39,000
Retained earnings		7,025,137			6,151,054
Less: Treasury stock, 89,007 common shares, at cost for 2011 and 2010		(295,261	)		(295,261	)
Total Coffee Holding Co., Inc. and OPTCO Stockholders’ Equity		14,356,429			13,482,346
Noncontrolling interest		59,230			49,171
TOTAL EQUITY		14,415,659			13,531,517
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	24,495,246		$	24,193,480

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COFFEE HOLDING CO., INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

THREE MONTHS ENDED JANUARY 31, 2011 AND 2010

(Unaudited)

	2011			2010
NET SALES	$	25,641,093		$	21,359,151
COST OF SALES (which includes purchases of approximately $4.8 million and $6.6 million for the three months ended January 31, 2011 and 2010, respectively from a related party)		22,560,399			18,721,421
GROSS PROFIT		3,080,694			2,637,730
OPERATING EXPENSES:
Selling and administrative		1,506,246			1,439,025
Officers’ salaries		179,850			149,849
TOTAL		1,686,096			1,588,874
INCOME FROM OPERATIONS		1,394,598			1,048,856
OTHER INCOME (EXPENSE):
Interest income		160,586			1,319
Interest expense		(112,636	)		(53,415	)
TOTALS		47,950			(52,096	)
INCOME BEFORE PROVISION FOR INCOME TAXES AND NONCONTROLLING INTEREST IN SUBSIDIARIES		1,442,548			996,760
Provision for income taxes		391,417			441,262
NET INCOME BEFORE NONCONTROLLING INTEREST IN SUBSIDIARIES		1,051,131			555,498
Less: Net loss (income) attributable to the noncontrolling interest		(10,059	)		2,480
NET INCOME ATTRIBUTABLE TO COFFEE HOLDING CO., INC.	$	1,041,072		$	557,978
Basic and diluted earnings per share	$	.19		$	.10
Dividends declared per share	$	.03		$	-
Weighted average common shares outstanding:
Basic		5,490,823			5,440,823
Diluted		5,500,823			5,440,823

See notes to Condensed Consolidated Financial Statements.

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COFFEE HOLDING CO., INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

THREE MONTHS ENDED JANUARY 31, 2011 AND 2010

(Unaudited)

	2011			2010
OPERATING ACTIVITIES:
Net income	$	1,051,131		$	555,498
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		111,066			111,002
Unrealized loss on commodities		154,437			262,862
Bad debt expense		-			13,500
Deferred rent		5,541			6,422
Deferred income taxes		(113,500	)		(38,500	)
Changes in operating assets and liabilities:
Accounts receivable		(1,594,361	)		544,213
Inventories		1,276,257			(149,585	)
Prepaid expenses and other current assets		119,549			(12,701	)
Prepaid green coffee		971,943			-
Prepaid and refundable income taxes		(123,141	)		(4,288	)
Accounts payable and accrued expenses		158,225			(1,241,583	)
Deposits and other assets		4,872			25,787
Income taxes payable		(36,541	)		(51,803	)
Net cash provided by operating activities		1,985,478			20,784
INVESTING ACTIVITIES:
Purchases of machinery and equipment		(132,506	)		(80,994	)
Net cash used in investing activities		(132,506	)		(80,994	)
FINANCING ACTIVITIES:
Advances under bank line of credit		20,690,112			22,465,558
Principal payments under bank line of credit		(21,180,002	)		(21,832,633	)
Payment of dividend		(166,989	)		-
Net cash (used in) provided by financing activities		(656,879	)		632,925
NET INCREASE IN CASH AND CASH EQUIVALENTS		1,196,093			572,715
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		1,672,921			970,327
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	2,869,014		$	1,543,042
SUPPLEMENTAL DISCLOSURE OF CASH FLOW DATA:
Interest paid	$	116,675		$	63,366
Income taxes paid	$	659,773		$	483,772

CONTACT:         Coffee Holding Co., Inc.

                             Andrew Gordon, President & CEO

                             (718) 832-0800

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