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):  September 11, 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):

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 11, 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 and nine months ended July 31, 2013.  A copy of the press release is furnished under Item 9.01 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 9.01. Financial Statements and Exhibits.

(d)   The following exhibit is furnished with this report:

Exhibit No.	Description
99.1	Press release, dated September 11, 2013, issued by Coffee Holding entitled “Coffee Holding Co., Inc. Reports Results for the Three and Nine Months Ended July 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:  September 11, 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 September 11, 2013, issued by Coffee Holding entitled “Coffee Holding Co., Inc. Reports Results for the Three and Nine Months Ended July 31, 2013.”

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EX-99.1

Exhibit 99.1

Coffee Holding Co., Inc. Reports Results for the Three and Nine Months Ended July 31, 2013

STATEN ISLAND, N.Y., September 11, 2013 (GLOBE NEWSWIRE) -- Coffee Holding Co., Inc. (“Coffee Holding”) (Nasdaq: JVA) today announced its operating results for the three and nine months ended July 31, 2013.

Results of Operations

The Company had a net loss of $2,108,911, or $0.33 per share (basic and diluted), for the three months ended July 31, 2013 compared to net income of $1,231,196 or $0.19 per share basic and diluted, for the three months ended July 31, 2012.  The Company had a net loss of $1,566,886, or $0.25 per share (basic and diluted), for the nine months ended July 31, 2013 compared to net income of $2,439,293 or $0.38 per share basic and $0.37 diluted, for the nine months ended July 31, 2012.  The decrease in net income reflects losses realized in the Company’s hedging activities as coffee prices continued to decrease on an unabated slide to a four year low during the period.

Net sales totaled $32,370,692 for the three months ended July 31, 2013, a decrease of $12,113,761, or 27%, from $44,484,453 for the three months ended July 31, 2012.  The decrease in net sales reflects lower coffee prices as coffee prices continued to decrease on an unabated slide to a four year low during the same period, partially offset by a 13.7% increase in pounds of green coffee sold as the Company’s business continued to shift to sales of green coffee from private label sales.  Net sales totaled $100,375,542 for the nine months ended July 31, 2013, a decrease of $37,796,153, or 27.35%, from $138,171,695 for the nine months ended July 31, 2012.  The decrease in net sales reflects lower coffee prices as coffee prices continued to decrease on an unabated slide to a four year low during the same period.

Cost of sales for the three months ended July 31, 2013 was $33,526,657 or 100.3% of net sales, as compared to $40,606,840 or 91.3% of net sales for the three months ended July 31, 2012.  Cost of sales for the nine months ended July 31, 2013 was $96,463,019 or 96.1% of net sales, as compared to $128,472,249 or 93% of net sales for the nine months ended July 31, 2012.  The increase in cost of sales reflects losses realized in the Company’s hedging activities and lower prices paid for green coffee during this period compared to the same period during 2012.

Total operating expenses increased by $24,333, or 1.3%, to $1,883,005 for the three months ended July 31, 2013 as compared to operating expenses of $1,858,672 for the three months ended July 31, 2012.  The increase in operating expenses was due to an additional pay cycle during the quarter partially offset by a decrease in selling and administrative expenses.  Total operating expenses increased by $95,038, or 1.7%, to $5,674,149 for the nine months ended July 31, 2013 as compared to operating expenses of $5,579,111 for the nine months ended July 31, 2012.  The increase in operating expenses was due to an additional pay cycle during the quarter and an increase in selling and administrative expenses.

“We believe our business is strong and will continue to grow.  Our operating results during the quarter were primarily affected due to our realized losses relating to our hedging activities as a result of a continued decrease in coffee prices during the quarter.  Although we believed at the beginning of the quarter that coffee prices would stabilize, coffee prices continued their unabated slide to four year lows and we exited out of certain long-term positions which negatively impacted our gross margins.  This four year decline in coffee prices represents an approximate 60% decrease from the high achieved in May 2011.  However, we believe that such actions were necessary to ensure that we maintained a strong balance sheet,” said Andrew Gordon, President & CEO.

“During the quarter, we continued to focus on sales of wholesale specialty green coffee and increased our volume in pounds of specialty green coffee sold by 13.7% from approximately 10.7 million pounds to 12.2 million pounds.  We believe that the increase in our sales volume of specialty green coffee demonstrates the sustainability and continued potential for growth in our wholesale specialty green coffee business model.  Our continued shift from private label sales to enhance our position as a dominant integrated wholesale-roaster dealer of specialty green coffee places us in a strong competitive position primarily due to our long term relationships, unique product offerings and the vertical integration of our business, allowing us to create synergies for our customer base that our competitors cannot achieve,” continued Mr. Gordon.

“In addition, we continue to focus on the expansion of our proprietary brands and the development of our sales inroads in China.  We believe that these initiatives along with our dominant position in the specialty green market space will provide us with continued revenue growth opportunities and will strengthen our operating performance.  We also remain open to opportunities that would enhance shareholder value, including acquisitions, joint ventures or other strategic alternatives,” concluded Mr. Gordon.

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

JULY 31, 2013 AND OCTOBER 31, 2012

(Unaudited)

	July 31, 2013			October 31, 2012
- ASSETS -
CURRENT ASSETS:
Cash	$	3,483,229		$	7,568,583
Accounts receivable, net of allowances of $213,674 for 2013 and 2012		12,255,619			12,633,128
Inventories		9,659,829			11,303,581
Prepaid green coffee		428,231			150,000
Prepaid expenses and other current assets		404,495			704,013
Prepaid and refundable income taxes		1,923,560			62,763
Deferred income tax asset		513,875			702,655
TOTAL CURRENT ASSETS		28,668,838			33,124,723
Machinery and equipment, at cost, net of accumulated depreciation of $2,981,415 and $2,631,468 for 2013 and 2012, respectively		2,030,688			1,791,754
Customer list and relationships, net of accumulated amortization of $24,375 and $18,750 for 2013 and 2012, respectively		125,625			131,250
Trademarks		180,000			180,000
Goodwill		440,000			440,000
Equity method investments		98,755			1,931,931
Deposits and other assets		623,271			648,094
TOTAL ASSETS	$	32,167,177		$	38,247,752
- LIABILITIES AND STOCKHOLDERS’ EQUITY -
CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	5,055,539		$	11,769,107
Line of credit		3,300,000			562,500
Due to broker		1,050,197			1,367,389
Income taxes payable		-			21,122
TOTAL CURRENT LIABILITIES		9,405,736			13,720,118
Deferred income tax liabilities		72,875			32,655
Deferred rent payable		178,703			166,668
Deferred compensation payable		515,485			528,687
TOTAL LIABILITIES		10,172,799			14,448,128
STOCKHOLDERS’ EQUITY:
Coffee Holding Co., Inc. stockholders’ equity:
Preferred stock, par value $.001 per share; 10,000,000 shares authorized; no shares issued and outstanding		-			-
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		6,024,982			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		21,663,414			23,617,679
Non-controlling interest		330,964			181,945
TOTAL EQUITY		21,994,378			23,799,624
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	32,167,177		$	38,247,752

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COFFEE HOLDING CO., INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

	Nine Months Ended July 31,						Three Months Ended July 31,
	2013			2012			2013			2012
NET SALES	$	100,375,542		$	138,171,695		$	32,370,692		$	44,484,453
COST OF SALES (including $24.7 and $23.4 million of related party costs for the nine months ended July 31, 2013 and 2012, respectively. Including $6.3 and $5.9 million for the three months ended July 31, 2013 and 2012, respectively.)		96,463,019			128,472,249			33,526,657			40,606,840
GROSS PROFIT (LOSS)		3,912,523			9,699,446			(1,155,965	)		3,877,613
OPERATING EXPENSES:
Selling and administrative		5,233,157			5,149,653			1,713,051			1,717,472
Officers’ salaries		440,992			429,458			169,954			141,200
TOTALS		5,674,149			5,579,111			1,883,005			1,858,672
(LOSS) INCOME FROM OPERATIONS		(1,761,626	)		4,120,335			(3,038,970	)		2,018,941
OTHER INCOME (EXPENSE)
Interest income		30,176			27,909			12,370			9,268
(Loss) income from equity investment		(105,204	)		(27,471	)		(158	)		3,627
Interest expense		(71,320	)		(153,294	)		(10,542	)		(46,762	)
TOTALS		(146,348	)		(152,856	)		1,670			(33,867	)
(LOSS) INCOME BEFORE INCOME TAXES AND NON-CONTROLLING INTEREST IN SUBSIDIARIES		(1,907,974	)		3,967,479			(3,037,300	)		1,985,074
(Benefit) provision for income taxes		(490,108	)		1,460,792			(997,618	)		729,979
Net (Loss) Income Before Non-Controlling Interest in Subsidiary		(1,417,866	)		2,506,687			(2,039,682	)		1,255,095
Less: net income attributable to the non-controlling interest		(149,020	)		(67,394	)		(69,229	)		(23,899	)
NET (LOSS) INCOME ATTRIBUTABLE TO COFFEE HOLDING CO., INC.	$	(1,566,886	)	$	2,439,293		$	(2,108,911	)	$	1,231,196
Basic earnings per share	$	(.25	)	$	.38		$	(.33	)	$	.19
Diluted earnings per share	$	(.25	)	$	.37		$	(.33	)	$	.19
Dividends declared per share	$	.06		$	.09		$	.00		$	.03
Weighted average common shares outstanding:
Basic		6,372,309			6,372,309			6,372,309			6,372,309
Diluted		6,672,309			6,639,309			6,372,309			6,639,309

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COFFEE HOLDING CO., INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

NINE MONTHS ENDED JULY 31, 2013 AND 2012

(Unaudited)

	2013			2012
OPERATING ACTIVITIES:
Net income (loss)	$	(1,417,866	)	$	2,506,687
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Depreciation and amortization		355,570			332,630
Unrealized gain on commodities		(317,192	)		(1,701,257	)
Loss on equity method investments		105,204			27,471
Deferred rent		12,035			14,811
Deferred income taxes		229,000			628,000
Changes in operating assets and liabilities:
Accounts receivable		377,509			2,433,607
Inventories		2,147,252			2,277,100
Prepaid expenses and other current assets		299,518			86,813
Prepaid green coffee		(278,231	)		187,454
Prepaid and refundable income taxes		(1,860,797	)		175,939
Accounts payable and accrued expenses		(5,721,168	)		(6,216,243	)
Deposits and other assets		11,621			14,619
Income taxes payable		(21,122	)		142
Net cash (used in) provided by operating activities		(6,078,667	)		767,773
INVESTING ACTIVITIES:
Purchase of equity method investments		-			(2,100,000	)
Proceeds from disposition of equity method investment		232,069			-
Purchases of machinery and equipment		(588,879	)		(517,033	)
Net cash used in investing activities		(356,810	)		(2,617,033	)
FINANCING ACTIVITIES:
Advances under bank line of credit		6,788,920			129,236,460
Principal payments under bank line of credit		(4,051,420	)		(129,677,124	)
Payment of dividend		(387,377	)		(581,067	)
Net cash provided by (used in) financing activities		2,350,123			(1,021,731	)
NET DECREASE IN CASH		(4,085,354	)		(2,870,991	)
CASH, BEGINNING OF PERIOD		7,568,583			4,244,335
CASH, END OF PERIOD	$	3,483,229		$	1,373,344

SUPPLEMENTAL DISCLOSURE OF CASH FLOW DATA:
Interest paid	$	73,261	$	168,428
Income taxes paid	$	803,490	$	570,160

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COFFEE HOLDING CO., INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

NINE MONTHS ENDED JULY 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	$	-

CONTACT:         Coffee Holding Co., Inc.

Andrew Gordon, President & CEO

(718) 832-0800

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