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 9, 2012

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 9, 2012, 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, 2012.  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.

Trading Plans

Andrew Gordon, President and Chief Executive Officer of the Company, and David Gordon, Senior Vice President-Operations of the Company, intend to adopt prearranged trading plans during the Company's next open trading window, in accordance with the guidelines specified by Rule 10b5-1 under the Exchange Act and the Company’s trading policies.  The trading plans are being entered into as part of each person’s individual long-term asset diversification and tax and financial planning strategies.  Trading under the trading plans is expectef to commence in early April 2012.

Rule 10b5-1 plans permit insiders to sell fixed portions of their holdings over a designated period of time by establishing the prearranged written plans at a time when they are not in possession of material non-public information.  Such programs generally allow for regular selling of a predetermined, fixed number of a company’s securities in order to diversify the individual’s investment portfolio, minimize market effect of share sales by spreading them out over an extended period of time and avoid concerns about initiating transactions while in possession of material non-public information.

As of March 9, 2012, Mr. Andrew Gordon beneficially owned approximately 892,908 shares of the Company’s common stock, which represented approximately 13.98% of the Company’s outstanding common stock.  Under the terms of his trading plan, Mr. Andrew Gordon could sell all of his shares of the Company’s common stock, but only if the stock meets the minimum price threshold as specified in the plan (which is expected to be a significant premium to the trading price of the Company’s common stock as of the close on the day prior to this Current Report on Form 8-K).

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As of March 9, 2012, David Gordon beneficially owned approximately 944,908 shares of the Company’s common stock, which represented approximately 14.80% of the Company’s outstanding common stock.  Under the terms of his trading plan, Mr. David Gordon could sell all of his shares of the Company’s common stock, but only if the stock meets the minimum price thresholds as specified in the plan (which is expected to be a significant premium to the trading price of the Company’s common stock as of the close on the day prior to this Current Report on Form 8-K).

The summaries of the foregoing Plans set forth above are not intended to be comprehensive descriptions of the terms of such Plans. Each Plan is intended to comply with the Company’s Insider Trading Policy and with the provisions of Rule 10b5-1. Any transactions under the plans will be disclosed publicly through Form 4 and, if applicable, Form 144 filings with the Securities and Exchange Commission.  The terms of the plans extend through March 2013 unless terminated earlier for certain circumstances.  Except as may be required by law, the Company does not undertake to report on specific plans by the Company’s other officers or directors, or modifications, transactions or other activities under the plans of Andrew Gordon and David Gordon.

Quarterly Dividend

In addition, on March 9, 2012, the Company issued a press release announcing that its quarterly dividend of $0.03 will be paid on April 30, 2012 to shareholders of record as of April 17, 2012.  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 9, 2012, issued by Coffee Holding entitled “Coffee Holding Co., Inc. Reports Results for the Three Months Ended January 31, 2012”

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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 9, 2012	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 9, 2012, issued by Coffee Holding entitled “Coffee Holding Co., Inc. Reports Results for the Three Months Ended January 31, 2012”

EX-99.1

EXHIBIT 99.1

Coffee Holding Co., Inc. Reports Results for the Three Months Ended January 31, 2012

STATEN ISLAND, N.Y., March 9, 2012 (GLOBE NEWSWIRE) -- Coffee Holding Co., Inc. (“Coffee Holding” or the “Company”) (Nasdaq:JVA) today announced its operating results for the three months ended January 31, 2012.  In this release, the Company:

● Reports sales growth of 120% which increased to net sales of $56,601,684 for the three months ended January 31, 2012 and $25,641,093 for the three months ended January 31, 2011; and

● Reports net income of $1,578,345, or $0.25 per share basic and $0.24 per share diluted, for the three months ended January 31, 2012 compared to net income of $1,041,072, or $0.19 per share (basic and diluted), for the three months ended January 31, 2011.

Results of Operations

The Company had net income of $1,578,345, or $0.25 per share basic and $0.24 diluted, for the three months ended January 31, 2012 compared to net income of $1,041,072 or $0.19 per share (basic and diluted), for the three months ended January 31, 2011.  The increase in net income primarily reflects increased gross profit.

Net sales totaled $56,601,684 for the three months ended January 31, 2012, an increase of $30,960,591, or 120%, from $25,641,093 for the three months ended January 31, 2011.  The increase in net sales primarily reflects higher sales prices compared to the first quarter of fiscal 2011 and an increase in sales of green coffee, as well as an increase in private label and branded sales.

Cost of sales for the three months ended January 31, 2012 was $52,151,940 or 92.1% of net sales, as compared to $22,560,399 or 87.9% of net sales for the three months ended January 31, 2011.  The increase in cost of sales reflects the increased cost of sales, as well as the shift in our overall business to a higher percentage of green coffee sales as compared to roasted coffee sales which tend to be less profitable on a percentage basis than our roasted products.

Total operating expenses increased by $143,396, or 8.5%, to $1,829,492 for the three months ended January 31, 2012 as compared to operating expenses of $1,686,096 for the three months ended January 31, 2011.  The increase in operating expenses was due to increases in selling and administrative expense of $176,088 partially offset by a decrease in officers’ salaries of $32,692.

“We are pleased to report a strong quarter in both revenues and earnings to our shareholders.  We continue to see growth in all areas of our business as continued historically high coffee prices have not affected demand.  Increased sales on our flagship brand, Café Caribe, have come through new outlets of distribution as four new major supermarket chains have taken on the product since the start of the year.  Private label sales continue to grow as well, with consumers looking to save as the economy is still on the mend.  In addition green coffee sales increased, as the demand for our high quality Arabicas and Organic coffees remains brisk.  Although our margins remain strong, higher increases in sales of green coffee as compared to increases in private label and branded sales have impacted our overall gross margins.  That said, we will always take growth as long as it is profitable,” 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 17, 2012.  The dividend will be paid on April 30, 2012.

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.

COFFEE HOLDING CO., INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

JANUARY 31, 2012 AND OCTOBER 31, 2011

	January 31, 2012			October 31, 2011
	(unaudited)
- ASSETS -
CURRENT ASSETS:
Cash	$	7,362,778		$	4,244,335
Accounts receivable, net of allowances of  $269,611 for 2012 and 2011		17,959,441			16,021,581
Inventories		11,978,110			13,475,855
Prepaid green coffee		236,718			388,754
Prepaid expenses and other current assets		231,911			275,679
Prepaid and refundable income taxes		110,215			377,972
Deferred income tax asset		254,441			896,400
TOTAL CURRENT ASSETS		38,133,614			35,680,576
Machinery and equipment, at cost, net of accumulated depreciation of $2,302,384 and  $2,191,566 for 2012 and 2011, respectively		1,605,531			1,661,759
Customer list and relationships, net of accumulated amortization of $13,125 and $11,250 for 2012 and 2011, respectively		136,875			138,750
Trademarks		180,000			180,000
Goodwill		440,000			440,000
Deferred income tax asset		7,059			-
Deposits and other assets		883,679			677,606
TOTAL ASSETS	$	41,386,758		$	38,778,691
- LIABILITIES AND STOCKHOLDERS’ EQUITY -
CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	15,161,172		$	12,379,414
Line of credit		1,795,998			1,820,109
Due to broker		290,264			1,867,558
Income taxes payable		36,018			100
TOTAL CURRENT LIABILITIES		17,283,452			16,067,181
Deferred income tax liabilities		-			35,900
Deferred rent payable		151,858			146,921
Deferred compensation payable		569,790			538,707
TOTAL LIABILITIES		18,005,100			16,788,709
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, 6,456,316 shares issued; 6,372,309 shares outstanding for 2012 and 2011		6,456			6,456
Additional paid-in capital		15,884,609			15,884,609
Contingent consideration		19,500			19,500
Retained earnings		7,652,978			6,268,326
Less: Treasury stock, 89,007 common shares, at cost for 2012 and 2011		(272,133	)		(272,133	)
Total Coffee Holding Co., Inc. Stockholders’ Equity		23,291,410			21,906,758
Noncontrolling interest		90,248			83,224
TOTAL EQUITY		23,381,658			21,989,982
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	41,386,758		$	38,778,691

COFFEE HOLDING CO., INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

THREE MONTHS ENDED JANUARY 31, 2012 AND 2011

(Unaudited)

	2012			2011
NET SALES	$	56,601,684		$	25,641,093
COST OF SALES (which includes purchases of approximately $10.5 million and $4.8 million for the three months ended January 31, 2012 and 2011, respectively from a related party)		52,151,940			22,560,399
GROSS PROFIT		4,449,744			3,080,694
OPERATING EXPENSES:
Selling and administrative		1,682,334			1,506,246
Officers’ salaries		147,158			179,850
TOTAL		1,829,492			1,686,096
INCOME FROM OPERATIONS		2,620,252			1,394,598
OTHER INCOME (EXPENSE):
Interest income		13,884			160,586
Loss from equity investment		(20,137	)		-
Interest expense		(65,730	)		(112,636	)
TOTALS		(71,983	)		47,950
INCOME BEFORE PROVISION FOR INCOME TAXES AND NONCONTROLLING INTEREST IN SUBSIDIARY		2,548,269			1,442,548
Provision for income taxes		962,900			391,417
NET INCOME BEFORE NONCONTROLLING INTEREST IN SUBSIDIARY		1,585,369			1,051,131
Less: Net income attributable to the noncontrolling interest		(7,024	)		(10,059	)
NET INCOME ATTRIBUTABLE TO COFFEE HOLDING CO., INC.	$	1,578,345		$	1,041,072
Basic earnings per share	$	.25		$	.19
Diluted earnings per share	$	.24		$	.19
Dividends declared per share	$	.03		$	.03
Weighted average common shares outstanding:
Basic		6,372,309			5,490,823
Diluted		6,644,309			5,500,823

COFFEE HOLDING CO., INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

THREE MONTHS ENDED JANUARY 31, 2012 AND 2011

(Unaudited)

	2012			2011
OPERATING ACTIVITIES:
Net income	$	1,585,369		$	1,051,131
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		112,693			111,066
Unrealized (gain) loss on commodities		(1,577,294	)		154,437
Loss from equity investment		20,137			-
Bad debt expense		-			-
Deferred rent		4,937			5,541
Deferred income taxes		599,000			(113,500	)
Changes in operating assets and liabilities:
Accounts receivable		(1,937,860	)		(1,594,361	)
Inventories		1,497,745			1,276,257
Prepaid expenses and other current assets		43,768			119,549
Prepaid green coffee		152,036			971,943
Prepaid and refundable income taxes		267,757			(123,141	)
Accounts payable and accrued expenses		2,781,754			158,225
Deposits and other assets		4,873			4,872
Income taxes payable		35,918			(36,541	)
Net cash provided by operating activities		3,590,833			1,985,478
INVESTING ACTIVITIES:
Equity investment		(200,000	)		-
Purchases of machinery and equipment		(54,590	)		(132,506	)
Net cash used in investing activities		(254,590	)		(132,506	)
FINANCING ACTIVITIES:
Advances under bank line of credit		48,525,026			20,690,112
Principal payments under bank line of credit		(48,549,137	)		(21,180,002	)
Payment of dividend		(193,689	)		(166,989	)
Net cash used in financing activities		(217,800	)		(656,879	)
NET INCREASE IN CASH		3,118,443			1,196,093
CASH, BEGINNING OF PERIOD		4,244,335			1,672,921
CASH, END OF PERIOD	$	7,362,778		$	2,869,014
SUPPLEMENTAL DISCLOSURE OF CASH FLOW DATA:
Interest paid	$	71,340		$	116,675
Income taxes paid	$	60,225		$	659,773

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