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 15, 2013

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)

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 15, 2013, 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, 2013.  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.

Andrew Gordon, President and Chief Executive Officer of the Company intends to amend the term, among other things, of his previously disclosed trading plan (currently scheduled to expire at the end of March 2013 (the "original trading plan")) 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 plan is part of Mr. Gordon’s individual long-term asset diversification and tax and financial planning strategies.

As of March 14, 2013, Mr. Gordon beneficially owned approximately 394,392 shares of the Company’s common stock, which represented approximately 6.2% of the Company’s outstanding common stock.  Under the terms of his amended trading plan, Mr. Gordon could sell up to 190,011 of his shares of the Company’s common stock, but only if the stock meets the minimum price threshold as specified in the trading plan. As of the date hereof, all of the shares beneficially owned by Mr. Gordon remain subject to the original trading plan and trading may continue under the original trading plan until the amended trading plan is effective.

The foregoing summary is not intended to be a comprehensive description of the terms of the trading plan.  The trading plan is intended to comply with the Company’s Insider Trading Policy and with the provisions of Rule 10b5-1. Any transactions under the trading plan will be disclosed publicly through Form 4 and, if applicable, Form 144 filings with the Securities and Exchange Commission.  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 trading plan of Mr. Gordon.

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 15, 2013, issued by Coffee Holding entitled “Coffee Holding Co., Inc. Reports Results for the Three Months Ended January 31, 2013”

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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 15, 2013	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 15, 2013, issued by Coffee Holding entitled “Coffee Holding Co., Inc. Reports Results for the Three Months Ended January 31, 2013”

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EX-99.1

Exhibit 99.1

Coffee Holding Co., Inc. Reports Results for the First Fiscal Quarter 2013

STATEN ISLAND, NY--(Marketwire - March 15, 2013) - Coffee Holding Co., Inc. ("Coffee Holding" or the "Company") (NASDAQ: JVA) today announced its operating results for the three months ended January 31, 2013.

"We are pleased with our results for the quarter. In the first fiscal quarter of 2012, we recorded record revenue of $56.6 million, which was more than 121% of the first fiscal quarter of 2011 revenue and well in excess of any previous first fiscal quarter and not consistent with our historical growth. We believe this year's level of sales of $31.3 million for the first fiscal quarter of 2013, while below the first fiscal quarter of 2012, is more normalized from a historical perspective. Excluding 2012, our revenue for the first quarter of 2013 well exceeded previous first fiscal quarter results. In the first fiscal quarters of 2011, 2010, 2009 and 2008, we had revenues of $25.6 million, $21.4 million, $18.9 million, $15.0 million, respectively. In addition, during this quarter our gross margins increased on a percentage basis from 7.9% to 11.8%  reflecting our efforts to increase our profit margins which we believe will result in greater future profitability for the company. We also believe this is a successful result given the negative impact on our profitability attributable to our withdrawal of our investment in Global Mark during the quarter," noted Andrew Gordon, our President and CEO.

"We experienced growth in key areas compared to the first quarter of fiscal 2012, most importantly on the branded and private label sides of the business. We believe it is the growth in these two areas that will ultimately enable us to achieve the targeted annualized gross profit level of nine percent for our 2013 fiscal year. A more favorable revenue mix is the first step for overall increased margins. We also believe coffee prices will rebound in the second half of 2013, helping to improve both our revenues and profits on the sales of wholesale green coffee. We anticipate a more normalized growth pattern on a going forward basis, while we remain focused on margin expansion and new business opportunities," stated Mr. Gordon.

Results of Operations

The Company had net income of $937,537, or $0.15 per share basic and $0.14 diluted, for the three months ended January 31, 2013 compared to net income of $1,578,345 or $0.25 per share basic and $0.24 diluted, for the three months ended January 31, 2012. The decrease in net income primarily reflects lower sales for the period year over year and the write off involving the Company's investment in Global Mark partially offset by higher gross margins of 11.8% during the three month period.

Net sales totaled $31,318,804 for the three months ended January 31, 2013, a decrease of $25,282,880, or 44.7%, from $56,601,684 for the three months ended January 31, 2012. The decrease in net sales primarily reflects lower coffee prices as well as reduced volumes of wholesale green coffee sales during the three month period.

Cost of sales for the three months ended January 31, 2013 was $27,636,207 or 88.2% of net sales, as compared to $52,151,940 or 92.1% of net sales for the three months ended January 31, 2012. The decrease in cost of sales reflects a shift in our overall business to a higher percentage of roasted coffee sales which tend to be more profitable on a percentage basis than our green coffee.

Total operating expenses increased by $65,686, or 3.6%, to $1,895,178 for the three months ended January 31, 2013 as compared to operating expenses of $1,829,492 for the three months ended January 31, 2012. The increase in operating expenses was due to increases in selling and administrative expense of $82,907 partially offset by a decrease in officers' salaries of $17,221.

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, 2013 AND OCTOBER 31, 2012

	January 31, 2013			October 31, 2012
	(unaudited)
- ASSETS -
CURRENT ASSETS:
Cash	$	8,271,965		$	7,568,583
Accounts receivable, net of allowances of  $213,674 for 2013 and 2012		10,223,591			12,633,128
Inventories		10,241,463			11,303,581
Prepaid green coffee		205,000			150,000
Prepaid expenses and other current assets		650,455			704,013
Prepaid and refundable income taxes		52,106			62,763
Deferred income tax asset		477,443			702,655
TOTAL CURRENT ASSETS		30,122,023			33,124,723
Machinery and equipment, at cost, net of accumulated depreciation of $2,747,212 and  $2,631,468 for 2013 and 2012, respectively		1,744,407			1,791,754
Customer list and relationships, net of accumulated amortization of $20,625 and $18,750 for 2013 and 2012, respectively		129,375			131,250
Trademarks		180,000			180,000
Goodwill		440,000			440,000
Equity method investments		99,522			1,931,931
Deposits and other assets		648,385			648,094
TOTAL ASSETS	$	33,363,712		$	38,247,752
- LIABILITIES AND STOCKHOLDERS’ EQUITY -
CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	6,260,622		$	11,769,107
Line of credit		953,571			562,500
Due to broker		913,507			1,367,389
Income taxes payable		96,115			21,122
TOTAL CURRENT LIABILITIES		8,223,815			13,720,118
Deferred income tax liabilities		9,443			32,655
Deferred rent payable		170,680			166,668
Deferred compensation payable		530,851			528,687
TOTAL LIABILITIES		8,934,789			14,448,128
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 2013 and 2012		6,456			6,456
Additional paid-in capital		15,904,109			15,904,109
Retained earnings		8,529,405			7,979,247
Less: Treasury stock, 84,007 common shares, at cost for 2013 and 2012		(272,133	)		(272,133	)
Total Coffee Holding Co., Inc. Stockholders’ Equity		24,167,837			23,617,679
Noncontrolling interest		261,086			181,945
TOTAL EQUITY		24,428,923			23,799,624
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	33,363,712		$	38,247,752

See notes to Condensed Consolidated Financial Statements.

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COFFEE HOLDING CO., INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

THREE MONTHS ENDED JANUARY 31, 2013 AND 2012

(Unaudited)

	2013			2012
NET SALES	$	31,318,804		$	56,601,684
COST OF SALES (which includes purchases of approximately $9.7 million and $10.5 million for the three months ended January 31, 2013 and 2012, respectively from a related party)		27,636,207			52,151,940
GROSS PROFIT		3,682,597			4,449,744
OPERATING EXPENSES:
Selling and administrative		1,765,241			1,682,334
Officers’ salaries		129,937			147,158
TOTAL		1,895,178			1,829,492
INCOME FROM OPERATIONS		1,787,419			2,620,252
OTHER INCOME (EXPENSE):
Interest income		7,579			13,884
Loss from equity method investments		(104,437	)		(20,137	)
Interest expense		(38,399	)		(65,730	)
TOTAL		(135,257	)		(71,983	)
INCOME BEFORE PROVISION FOR INCOME TAXES AND NONCONTROLLING INTEREST IN SUBSIDIARY		1,652,162			2,548,269
Provision for income taxes		635,484			962,900
NET INCOME BEFORE NONCONTROLLING INTEREST IN SUBSIDIARY		1,016,678			1,585,369
Less: Net income attributable to the noncontrolling interest		(79,141	)		(7,024	)
NET INCOME ATTRIBUTABLE TO COFFEE HOLDING CO., INC.	$	937,537		$	1,578,345
Basic earnings per share	$	.15		$	.25
Diluted earnings per share	$	.14		$	.24
Dividends declared per share	$	.06		$	.03
Weighted average common shares outstanding:
Basic		6,372,309			6,372,309
Diluted		6,639,309			6,644,309

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, 2013 AND 2012

(Unaudited)

	2013			2012
OPERATING ACTIVITIES:
Net income	$	1,016,678		$	1,585,369
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		117,616			112,693
Unrealized gain on commodities		(453,882	)		(1,577,294	)
Loss on equity method investment		380			20,137
Loss on disposition of equity method investment		104,057			-
Deferred rent		4,012			4,937
Deferred income taxes		202,000			599,000
Changes in operating assets and liabilities:
Accounts receivable		2,409,537			(1,937,860	)
Inventories		1,565,618			1,497,745
Prepaid expenses and other current assets		53,558			43,768
Prepaid green coffee		(55,000	)		152,036
Prepaid and refundable income taxes		10,657			267,757
Accounts payable and accrued expenses		(4,516,084	)		2,781,754
Deposits and other assets		1,873			4,873
Income taxes payable		74,993			35,918
Net cash provided by operating activities		536,013			3,590,833
INVESTING ACTIVITIES:
Purchase of equity method investment		-			(200,000	)
Proceeds from disposition of equity method investment		232,069			-
Purchases of machinery and equipment		(68,394	)		(54,590	)
Net cash provided by (used in) investing activities		163,675			(254,590	)
FINANCING ACTIVITIES:
Advances under bank line of credit		3,441,192			48,525,026
Principal payments under bank line of credit		(3,050,121	)		(48,549,137	)
Payment of dividend		(387,377	)		(193,689	)
Net cash provided by (used in) financing activities		3,694			(217,800	)
NET INCREASE IN CASH		703,382			3,118,443
CASH, BEGINNING OF PERIOD		7,568,583			4,244,335
CASH, END OF PERIOD	$	8,271,965		$	7,362,778
SUPPLEMENTAL DISCLOSURE OF CASH FLOW DATA:
Interest paid	$	41,191		$	71,340
Income taxes paid	$	347,834		$	60,225

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COFFEE HOLDING CO., INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

THREE MONTHS ENDED JANUARY 31, 2013 AND 2012

(Unaudited)

Schedule of noncash investing and financing activities:

Proceeds from disposition of equity method investment:

	2013		2012
Inventory received	$	503,500	$	-
Settlement of accounts payable		992,402		-
Total noncash proceeds	$	1,495,902	$	-

See notes to Condensed Consolidated Financial Statements.

CONTACT:         Coffee Holding Co., Inc.

Andrew Gordon, President & CEO

(718) 832-0800

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