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):  June 13, 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):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-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 June 13, 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 and six months ended April 30, 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.

On June 13, 2012, the Company issued a press release announcing that its quarterly dividend of $0.03 will be paid on July 30, 2012 to shareholders of record as of July 16, 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 June 13, 2012, issued by Coffee Holding entitled “Coffee Holding Co., Inc. Reports Results for the Three and Six Months Ended April 30, 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:  June 13, 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 June 13, 2012, issued by Coffee Holding entitled “Coffee Holding Co., Inc. Reports Results for the Three and Six Months Ended April 30, 2012.”

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EX-99.1

Exhibit 99.1

Coffee Holding Co., Inc. Reports Results for the Three and Six Months Ended April 30, 2012

STATEN ISLAND, N.Y., June 12, 2012 (GLOBE NEWSWIRE) -- Coffee Holding Co., Inc. ("Coffee Holding") (Nasdaq:JVA) today announced its operating results for the three and six months ended April 30, 2012. In this release, the Company:

●   Reports net sales of $93,687,243 for the six months ended April 30, 2012 and $37,085,559 for the three months ended April 30, 2012 compared to net sales of $62,973,110 for the six months ended April 30, 2011 and $37,332,017 for the three months ended April 30, 2011; and

●   Reports net loss of $370,247, or $0.06 per share (basic and diluted) for the three months ended April 30, 2012 compared to net income of $1,187,957, or $0.22 per share (basic and diluted) for the three months ended April 30, 2011.

Results of Operations

The Company had a net loss of $370,247, or $0.06 per share (basic and diluted), for the three months ended April 30, 2012 compared to net income of $1,187,957 or $0.22 per share (basic and diluted), for the three months ended April 30, 2011.  The Company had a net income of $1,208,098, or $0.19 per share basic and $0.18 per share diluted, for the six months ended April 30, 2012 compared to net income of $2,229,029 or $0.41 per share (basic and diluted), for the six months ended April 30, 2011. The decrease in net income primarily reflects increased cost of sales due to a $2.3 million change in our commodity trading.

Net sales totaled $37,085,559 for the three months ended April 30, 2012, a decrease of $246,458, or .6%, from $37,332,017 for the three months ended April 30, 2011. The decrease in net sales reflects a decrease in coffee prices on average of $1.00 per pound compared to pricing in 2011 and lower sales prices in certain business areas compared to the second quarter of fiscal 2011. Net sales totaled $93,687,243 for the six months ended April 30, 2012, an increase of $30,714,133, or 49%, from $62,973,110 for the six months ended April 30, 2011. The increase in net sales reflects additional poundage sold, as well as additional sales of green coffee to new customers and increased branded sales partially offset by lower private label sales.

Cost of sales for the three months ended April 30, 2012 was $35,701,667 or 96.3% of net sales, as compared to $33,732,954 or 90.3% of net sales for the three months ended April 30, 2011. Cost of sales for the six months ended April 30, 2012 was $87,853,608 or 93.8% of net sales, as compared to $56,292,992 or 89.4% of net sales for the six months ended April 30, 2011. The increase in cost of sales reflects the increased cost of green coffee, hedging losses, additional poundage sold, as well as a greater shift in the percentage of sales of green coffee from roasted coffee sales.

Total operating expenses increased by $117,136, or 6.6%, to $1,904,349 for the three months ended April 30, 2012 as compared to operating expenses of $1,787,213 for the three months ended April 30, 2011. Total operating expenses increased by $257,173, or 7.4%, to $3,732,240 for the six months ended April 30, 2012 as compared to operating expenses of $3,475,067 for the six months ended April 30, 2011. The increase in operating expenses was due to increases in selling and administrative expenses, which were partially offset by a decrease in officers' salaries.

"Throughout 2012, most specifically the last 4 months, we have faced more challenges as a company than I can recall in my 30+ years in the industry.  Macro headwinds, a coffee market which has dropped over $1.00 per pound and a series of lower monthly closes in the price of coffee not seen in over 31 years reduced our sales numbers as well as our gross profit.  With the price of the underlying commodity decreasing rapidly, we believe many customers refrained from purchasing while awaiting lower prices as a decrease in the national coffee brands (which arrived in May) was highly anticipated.  As a result, sales of our private labels (by cases) during this period declined by 12% from the same period in 2011.  Partially offsetting this decrease, sales of green coffee to our gourmet roaster base increased by 11% in terms of pounds, and our sales would have been almost $2 million greater had the coffee market not collapsed as compared to prices during last year's quarter," noted Andrew Gordon, our President and CEO.

"On a positive note, sales of our brands, most notably Café Caribe and our licensed S&W increased dramatically during this period as compared to last year as a result of both our marketing efforts and new increased customer base. In terms of cases, sales of Café Caribe were up 110% year over year and sales of S&W increased by 132% year over year. We believe this trend will continue regardless of any future instability in green coffee prices or economic conditions. Finally, although quarterly results are not what we had hoped for, we believe they do not adequately reflect the true condition of the company. We believe commodity prices will eventually recover reflecting the true supply/demand fundamentals of the coffee market rather than the current speculative and outside forces which have adversely affected the market during 2012. We believe we remain poised for further growth and will continue to operate the business in a manner which will allow us to remain both competitive and profitable for the foreseeable future," stated Mr. Gordon.

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 July 16, 2012. The dividend will be paid on July 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.

ITEM 1.  FINANCIAL STATEMENTS

COFFEE HOLDING CO., INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

APRIL 30, 2012 AND OCTOBER 31, 2011

	April 30, 2012			October 31, 2011
	(unaudited)
- ASSETS -
CURRENT ASSETS:
Cash	$	2,432,001		$	4,244,335
Accounts receivable, net of allowances of  $269,611 for 2012 and 2011		9,634,929			16,021,581
Inventories		11,993,084			13,475,855
Prepaid green coffee		50,283			388,754
Prepaid expenses and other current assets		207,145			275,679
Prepaid and refundable income taxes		501,191			377,972
Deferred income tax asset		365,978			896,400
TOTAL CURRENT ASSETS		25,184,611			35,680,576
Machinery and equipment, at cost, net of accumulated depreciation of $2,411,214 and  $2,191,566 for 2012 and 2011, respectively		1,630,751			1,661,759
Customer list and relationships, net of accumulated amortization of $15,000 and $11,250 for 2012 and 2011, respectively		135,000			138,750
Trademarks		180,000			180,000
Goodwill		440,000			440,000
Equity investment		1,968,902			-
Deferred income tax asset		1,522			-
Deposits and other assets		683,643			677,606
TOTAL ASSETS	$	30,224,429		$	38,778,691
- LIABILITIES AND STOCKHOLDERS’ EQUITY -
CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	5,950,502		$	12,379,414
Line of credit		137,500			1,820,109
Due to broker		570,945			1,867,558
Income taxes payable		-			100
TOTAL CURRENT LIABILITIES		6,658,947			16,067,181
Deferred income tax liabilities		-			35,900
Deferred rent payable		156,795			146,921
Deferred compensation payable		554,490			538,707
TOTAL LIABILITIES		7,370,232			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		7,089,046			6,268,326
Less: Treasury stock, 84,007 common shares, at cost for 2012 and 2011		(272,133	)		(272,133	)
Total Coffee Holding Co., Inc. Stockholders’ Equity		22,727,478			21,906,758
Noncontrolling interest		126,719			83,224
TOTAL EQUITY		22,854,197			21,989,982
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	30,224,429		$	38,778,691

See notes to Condensed Consolidated Financial Statements.

COFFEE HOLDING CO., INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

	Six Months Ended April 30,						Three Months Ended April 30,
	2012			2011			2012			2011
NET SALES	$	93,687,243		$	62,973,110		$	37,085,559		$	37,332,017
COST OF SALES (including $17.5 and $11.7 million of related party costs for the six months ended April 30, 2012 and 2011, respectively. Including $7.0 and $6.8 million for the three months ended April 30, 2012 and 2011, respectively.)		87,853,608			56,292,992			35,701,667			33,732,594
GROSS PROFIT		5,833,635			6,680,118			1,383,892			3,599,423
OPERATING EXPENSES:
Selling and administrative		3,443,982			3,145,367			1,763,249			1,637,363
Officers’ salaries		288,258			329,700			141,100			149,850
TOTALS		3,732,240			3,475,067			1,904,349			1,787,213
INCOME (LOSS) FROM OPERATIONS		2,101,395			3,205,051			(520,457	)		1,812,210
OTHER INCOME (EXPENSE)
Interest income		18,641			111,331			4,758			6,316
Loss from equity investment		(31,098	)		-			(10,961	)		-
Interest expense		(106,532	)		(118,660	)		(40,803	)		(61,595	)
TOTALS		(118,989	)		(7,329	)		(47,006	)		(55,279	)
INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES AND NONCONTROLLING INTEREST IN SUBSIDIARY		1,982,406			3,197,722			(567,463	)		1,756,931
Provision (benefit) for income taxes		730,813			958,656			(233,687	)		568,996
NET INCOME (LOSS) BEFORE NONCONTROLLING INTEREST IN SUBSIDIARY		1,251,593			2,239,066			(333,776	)		1,187,935
Less: Net (income) loss attributable to the noncontrolling interest		(43,495	)		(10,037	)		(36,471	)		22
NET INCOME (LOSS) ATTRIBUTABLE TO COFFEE HOLDING CO., INC.	$	1,208,098		$	2,229,029		$	(370,247	)	$	1,187,957
Basic earnings (loss) per share	$	.19		$	.41		$	(.06	)	$	.22
Diluted earnings (loss) per share	$	.18		$	.41		$	(.06	)	$	.22
Dividends declared per share	$	.06		$	.06		$	.03		$	.03
Weighted average common shares outstanding:
Basic		6,372,309			5,490,823			6,372,309			5,490,823
Diluted		6,644,309			5,500,823			6,372,309			5,500,823

See notes to Condensed Consolidated Financial Statements.

COFFEE HOLDING CO., INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

SIX MONTHS ENDED APRIL 30, 2012 AND 2011

(Unaudited)

	2012			2011
OPERATING ACTIVITIES:
Net income	$	1,251,593		$	2,239,066
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		223,398			219,633
Unrealized gain on commodities		(1,296,613	)		(47,886	)
Loss on equity investment		31,098			-
Deferred rent		9,874			11,083
Deferred income taxes		493,000			(123,000	)
Changes in operating assets and liabilities:
Accounts receivable		6,386,652			(2,772,887	)
Inventories		1,482,771			(1,222,985	)
Prepaid expenses and other current assets		68,534			226,309
Prepaid green coffee		338,471			906,539
Prepaid and refundable income taxes		(123,219	)		(100,724	)
Accounts payable and accrued expenses		(6,428,912	)		2,110,769
Deposits and other assets		9,746			9,744
Income taxes payable		(100	)		183,129
Net cash provided by operating activities		2,446,293			1,638,790
INVESTING ACTIVITIES:
Equity investment		(2,000,000	)		-
Purchases of machinery and equipment		(188,640	)		(283,580	)
Net cash used in investing activities		(2,188,640	)		(283,580	)
FINANCING ACTIVITIES:
Advances under bank line of credit		90,112,780			58,006,191
Principal payments under bank line of credit		(91,795,389	)		(58,791,717	)
Payment of dividend		(387,378	)		(333,978	)
Net cash used in financing activities		(2,069,987	)		(1,119,504	)
NET INCREASE (DECREASE) IN CASH		(1,812,334	)		235,706
CASH, BEGINNING OF PERIOD		4,244,335			1,672,921
CASH, END OF PERIOD	$	2,432,001		$	1,908,627
SUPPLEMENTAL DISCLOSURE OF CASH FLOW DATA:
Interest paid	$	121,872		$	93,446
Income taxes paid	$	343,805		$	991,698

See notes to Condensed Consolidated Financial Statements.

CONTACT: Coffee Holding Co., Inc.

Andrew Gordon, President & CEO

(718) 832-0800