-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ISwq92MRYVBThvrpIC86fn4ZHqKHBxx6te9dOqNteK3yLqhS6l68HvF61K3AuytP JZa7R7SyWyBR/XWmK50HyQ== /in/edgar/work/0000891092-00-000971/0000891092-00-000971.txt : 20001030 0000891092-00-000971.hdr.sgml : 20001030 ACCESSION NUMBER: 0000891092-00-000971 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990430 FILED AS OF DATE: 20001027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COFFEE HOLDING CO INC CENTRAL INDEX KEY: 0001007019 STANDARD INDUSTRIAL CLASSIFICATION: [6770 ] IRS NUMBER: 113860760 STATE OF INCORPORATION: NV FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 333-00588-NY FILM NUMBER: 748019 BUSINESS ADDRESS: STREET 1: 4401 FIRST AVENUE CITY: BROOKLYN STATE: NY ZIP: 11232 BUSINESS PHONE: 7188320800 MAIL ADDRESS: STREET 1: 4401 FIRST AVENUE CITY: BROOKLYN STATE: NY ZIP: 11232 FORMER COMPANY: FORMER CONFORMED NAME: TRANSPACIFIC INTERNATIONAL GROUP CORP DATE OF NAME CHANGE: 19960201 10-Q 1 0001.txt FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549-1004 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 1999 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to _______________. Commission file No. _______ COFFEE HOLDING CO., INC. (Exact name of registrant as specified in its charter) Nevada 11-2238111 (state or other jurisdiction of (IRS employer incorporation or organization) identification number) 4401 First Avenue, Brooklyn, New York 11232 (address of principal executive offices) (zip code) Registrant's telephone number, including area code (718) 832-0800 Securities registered pursuant to Section 12(b) of the Act: None ---- (Title of Class) Securities registered pursuant to Section 12(g) of the Act: None ---- (Title of Class) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes___ No X. As of September 30, 2000, the Registrant had 3,999,650 shares of common stock, par value $.001 per share, outstanding. PART I COFFEE HOLDING CO., INC. ITEM 1. FINANCIAL STATEMENTS 2 COFFEE HOLDING CO., INC. INDEX TO UNAUDITED CONDENSED FINANCIAL STATEMENTS PAGE ------ CONDENSED BALANCE SHEETS APRIL 30, 1999 AND OCTOBER 31, 1998 F-2 CONDENSED STATEMENTS OF OPERATIONS SIX AND THREE MONTHS ENDED APRIL 30, 1999 AND 1998 F-3 CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIENCY SIX MONTHS ENDED APRIL 30, 1999 F-4 CONDENSED STATEMENTS OF CASH FLOWS SIX MONTHS ENDED APRIL 30, 1999 AND 1998 F-5 NOTES TO CONDENSED FINANCIAL STATEMENTS F-6/12 * * * F-1 COFFEE HOLDING CO., INC. CONDENSED BALANCE SHEETS APRIL 30, 1999 AND OCTOBER 31, 1998
April October ASSETS 30, 1999 31, 1998 ------ ---------- ----------- (Unaudited) (See Note 1) Current assets: Due from broker $ 112,135 $ 150,592 Accounts receivable, net of allowance for doubtful accounts of $215,000 1,925,617 2,243,798 Inventories 1,737,993 1,359,954 Cash and cash equivalents restricted under mortgage note 432,965 Prepaid expenses and other current assets 21,046 57,198 ---------- ----------- Total current assets 3,796,791 4,244,507 Property and equipment, at cost, net of accumulated depreciation of $1,779,221 and $1,657,206 2,017,264 2,123,429 Deferred mortgage costs, net of accumulated amortization of $48,611 56,784 Deposits and other assets 86,555 99,323 ---------- ----------- Totals $5,900,610 $ 6,524,043 ========== =========== LIABILITIES AND STOCKHOLDERS' DEFICIENCY ---------------------------------------- Current liabilities: Mortgage note payable $ 600,000 Current portion of term loan $ 87,312 87,312 Current portion of obligations under capital leases 223,682 215,026 Accounts payable and accrued expenses 2,893,630 3,569,321 ---------- ----------- Total current liabilities 3,204,624 4,471,659 Term loan, net of current portion 235,774 279,431 Line of credit borrowings 2,521,023 2,320,513 Obligations under capital leases, net of current portion 134,895 249,325 Loans from related parties 110,955 131,197 ---------- ----------- Total liabilities 6,207,271 7,452,125 ---------- ----------- Commitments and contingencies Stockholders' deficiency: Preferred stock, par value $.001 per share; 10,000,000 shares authorized; none issued -- -- Common stock, par value $.001 per share; 30,000,000 shares authorized, 3,999,650 shares issued and outstanding 4,000 4,000 Additional paid-in capital 480,997 480,997 Accumulated deficit (791,658) (1,413,079) ---------- ----------- Total stockholders' deficiency (306,661) (928,082) ---------- ----------- Totals $5,900,610 $ 6,524,043 ========== ===========
See Notes to Condensed Financial Statements. F-2 COFFEE HOLDING CO., INC. CONDENSED STATEMENTS OF OPERATIONS SIX AND THREE MONTHS ENDED APRIL 30, 1999 AND 1998 (Unaudited)
Six Months Three Months Ended April 30, Ended April 30, ------------------------------- ---------------------------- 1999 1998 1999 1998 Net sales $12,816,431 $13,181,142 $5,896,982 $6,324,247 Cost of sales 10,862,350 11,329,593 4,976,859 6,181,727 ----------- ----------- ---------- ---------- Gross profit 1,954,081 1,851,549 920,123 142,520 ----------- ----------- ---------- ---------- Operating expenses: Selling and administrative 1,011,042 900,919 528,019 407,752 Officers' salaries 139,423 163,175 72,500 72,500 ----------- ----------- ---------- ---------- Totals 1,150,465 1,064,094 600,519 480,252 ----------- ----------- ---------- ---------- Income (loss) from operations 803,616 787,455 319,604 (337,732) ----------- ----------- ---------- ---------- Other expenses: Interest expense 182,195 186,403 83,361 89,501 Expenses in connection with reverse acquisition 180,000 180,000 ----------- ----------- ---------- ---------- Totals 182,195 366,403 83,361 269,501 ----------- ----------- ---------- ---------- Income (loss) before income taxes 621,421 421,052 236,243 (607,233) Provision (credit) for state and local income taxes 46,000 (67,000) ----------- ----------- ---------- ---------- Net income (loss) $ 621,421 $ 375,052 $ 236,243 $ (540,233) =========== =========== ========== ========== Basic earnings per share $.16 $.06 ==== ==== Basic weighted average common shares outstanding 3,999,650 3,999,650 ========= ========= Unaudited: Historical income (loss) before income taxes $ 421,052 $ (607,233) Pro forma: Provision (credit) for income taxes 191,000 (273,000) -------------- ------------ Net income (loss) $ 230,052 $ (334,233) ============= =========== Basic earnings (loss) per share $.06 $(.08) ==== ===== Basic weighted average common shares outstanding 3,999,650 3,999,650 ========= =========
See Notes to Condensed Financial Statements. F-3 COFFEE HOLDING CO., INC. CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIENCY SIX MONTHS ENDED APRIL 30, 1999 (Unaudited)
Common Stock Additional -------------------- Paid-in Accumulated Shares Amount Capital Deficit Total --------- -------- -------- ------------ ---------- Balance, November 1, 1998 3,999,650 $ 4,000 $480,997 $(1,413,079) $(928,082) Net income 621,421 621,421 ----------- -------- -------- ----------- --------- Balance, April 30, 1999 3,999,650 $ 4,000 $480,997 $ (791,658) $(306,661) =========== ======== ======== =========== =========
See Notes to Condensed Financial Statements. F-4 COFFEE HOLDING CO., INC. CONDENSED STATEMENTS OF CASH FLOWS SIX MONTHS ENDED APRIL 30, 1999 AND 1998 (Unaudited)
1999 1998 --------- --------- Operating activities: Net income $ 621,421 $ 375,052 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 123,736 101,472 Write-off of deferred mortgage costs 55,063 Changes in operating assets and liabilities: Due from broker 38,457 224,311 Accounts receivable 318,181 523,088 Inventories (378,039) (452,515) Prepaid expenses and other current assets 36,152 (690) Deposits and other assets 12,768 (76,635) Accounts payable and accrued expenses (675,691) (237,127) --------- --------- Net cash provided by operating activities 152,048 456,956 --------- --------- Investing activities - purchases of property and equipment (15,850) (254,625) --------- --------- Financing activities: Principal payments on mortgage note payable (600,000) (25,000) (Increase) decrease in cash and cash equivalents restricted under mortgage note 432,965 (304,167) Principal payments on term loan (43,657) (43,656) Net advances under bank line of credit 200,510 488,333 Principal payments of obligations under capital leases (105,774) (46,483) Repayments of loans from related parties (20,242) (399,723) --------- --------- Net cash used in financing activities (136,198) (330,696) --------- --------- Net increase (decrease) in cash -- (128,365) Cash, beginning of period -- 198,679 --------- --------- Cash, end of period $ -- $ 70,314 ========= ========= Supplemental disclosure of cash flow data: Interest paid $ 170,229 $ 186,403 ========= ========= Income taxes paid $ 104,664 =========
Supplemental schedule of noncash investing and financing activities: During the six months ended April 30, 1998, the Company purchased equipment at a cost of $288,500 by incurring capital lease obligations. During the six months ended April 30, 1998, the Company increased its obligations under the credit facility that provides it with the line of credit and term loan and decreased the balance payable to its factor through a direct transfer of $2,503,288 from the bank to the factor. See Notes to Condensed Financial Statements. F-5 COFFEE HOLDING CO., INC. NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS Note 1 - Business activities and reverse acquisition: Coffee Holding Co., Inc. ("Coffee"), which was incorporated in New York on January 22, 1971, conducts wholesale coffee operations, including manufacturing, roasting, packaging, marketing and distributing roasted and blended coffees for private labeled accounts and its own brands, and sells green coffees. The Company's sales are primarily to customers that are located throughout the United States. On February 10, 1998, the holders of all of the shares of Coffee's common stock consummated an exchange (the "Exchange") of their shares for shares of common stock of Transpacific International Group Corp. ("Transpacific"). Transpacific was incorporated in Nevada on October 9, 1995 and organized originally as a "blind pool" or "blank check" company for the purpose of either merging with or acquiring an operating company. It had been a development stage company with no significant operating activities or assets and liabilities prior to the Exchange. Transpacific, which had, effectively, 999,650 outstanding shares of common stock (with a par value of $.001 per share) prior to the Exchange, issued 3,000,000 shares of common stock in exchange for all of the 100 issued and outstanding shares of common stock (no par value) of Coffee. Concurrently, Coffee was merged into Transpacific (the "Merger") and Transpacific changed its name to Coffee Holding Co., Inc. Coffee Holding Co., Inc. after the Exchange, the Merger and the name change is referred to below as the "Company" or the "Combined Company." The "Company" is also used to refer to Coffee Holding Co., Inc. prior to the Exchange, the Merger and the name change. The stockholders of Coffee also owned 540,040 shares of common stock of Transpacific prior to the Exchange and, accordingly, they owned a total of 3,540,400 or 88.5% of the outstanding shares of the Combined Company immediately after the Exchange. Therefore, the Merger was treated, effective as of February 10, 1998, as a "purchase business combination" and a "reverse acquisition" for accounting purposes in which Transpacific was the "legal acquirer" and Coffee was the "accounting acquirer." The carrying values of the assets and liabilities of Transpacific, which were immaterial, were recorded at their historical carrying values as of February 10, 1998. Accordingly, the historical financial statements included herein only reflect the operations of Coffee for the period prior to February 10, 1998. All references to numbers of shares of common stock as of the dates or for periods prior to the Exchange have been restated to reflect the ratio of the number of common shares of Transpacific effectively exchanged for common shares of Coffee. Consulting and professional fees and other costs incurred in connection with the reverse acquisition totaling $180,000 were charged to expense during the six months ended April 30, 1998. Information as to the unaudited pro forma results of operations of the Company for the six and three months ended April 30, 1998 assuming the Merger had been consummated as of, and the results of operations of Transpacific had been included from, November 1, 1997 has not been presented because such pro forma results would not differ materially from the historical results of operations for the six and three months ended April 30, 1998 reflected in the accompanying historical statements of operations. F-6 COFFEE HOLDING CO., INC. NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS Note 2 - Basis of presentation: In the opinion of management, the accompanying unaudited condensed financial statements reflect all adjustments, consisting of normal recurring accruals, necessary to present fairly the financial position of the Company as of April 30, 1999, its results of operations for the six and three months ended April 30, 1999 and 1998, its changes in stockholders' equity for the six months ended April 30, 1999 and its cash flows for the six months ended April 30, 1999 and 1998. Information included in the balance sheet as of October 31, 1998 has been derived from the Company's audited balance sheet included in the Company's Annual Report on Form 10-K for the year ended October 31, 1998 (the "Form 10-K") previously filed with the Securities and Exchange Commission (the "SEC"). Pursuant to generally accepted accounting principles and the rules and regulations of the SEC for interim financial statements, certain information and disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted from these financial statements unless significant changes have taken place since the end of the most recent fiscal year. Accordingly, these unaudited condensed financial statements should be read in conjunction with the audited financial statements, the related notes to the financial statements and the other information in the Form 10-K. Operating results for the six month periods ended April 30, 1999 and 1998 are not necessarily indicative of the results that may be expected for the years ending October 31, 1999 and 1998. Note 3 - Inventories: Inventories at April 30, 1999 and October 31, 1998 consisted of the following: April October 30, 1999 31, 1998 ---------- ----------- Packed coffee $ 287,098 $ 395,655 Green coffee 1,146,303 755,305 Packaging supplies 304,592 208,994 ---------- ---------- Totals $1,737,993 $1,359,954 ========== ========== The Company uses futures and options contracts to hedge the effects of fluctuations in the price of green coffee beans, as further explained in Note 2 of the notes to financial statements in the Form 10-K. At April 30, 1999, the Company held options covering an aggregate of 1,312,500 pounds of green coffee beans which are exercisable in fiscal 1999 at prices ranging from $.95 to $1.25 per pound. The fair market value of these options, which was obtained from a major financial institution, was approximately $96,000 at April 30, 1999. Due from broker includes the effects of unrealized hedging gains of $39,875 and $123,222 at April 30, 1999 and October 31, 1998, respectively. F-7 COFFEE HOLDING CO., INC. NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS Note 4 - Mortgage note payable: On June 1, 1989, the Company financed the purchase of land and building through the issuance of a mortgage note payable in the principal amount of $1,050,000 to the New York City Industrial Development Agency (the "NYCIDA"). The mortgage note, which had an outstanding balance of $600,000 at October 31, 1998, required monthly payments of $4,167 plus interest based on a variable rate set weekly by Bear Stearns & Co. The final payment was due on November 1, 2009. The payment of the note was secured by a first mortgage on the Company's land and building and the Company's restricted investments (see Note 5 of the notes to financial statements in the Form 10-K). At October 31, 1998, the Company was not in compliance with certain financial covenants in the NYCIDA agreement and, accordingly, the outstanding balance of the mortgage note payable was classified as a current liability in the accompanying October 31, 1998 balance sheet. In March 1999, the restricted investments were liquidated, the mortgage note was repaid and the remaining unamortized deferred mortgage costs of $55,063 were charged to interest expense. Note 5 - Credit facility borrowings: The Company was obligated for borrowings under a factoring agreement until November 21, 1997 when it obtained a credit facility from Nationscredit Commercial Corp. consisting of a revolving line of credit and a term loan, as further explained in Note 7 of the notes to financial statements in the Form 10-K. The Company incurred costs of approximately $113,000 in connection with the cancellation of the factoring agreement that were charged to interest expense during the six months ended April 30, 1998. The line of credit provides for maximum of borrowings of $5,000,000. The outstanding balance under the line of credit of $2,521,023 at April 30, 1999 approximated the maximum amount that the Company could have borrowed based on its eligible trade accounts receivable and inventories as of that date. The term loan, which had an outstanding balance of $323,086 (including a current portion of $87,312) at April 30, 1999, provides for borrowings of up to the greater of 80% of the cost of eligible equipment or $500,000. F-8 COFFEE HOLDING CO., INC. NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS Note 6 - Income taxes: As shown in the accompanying statements of operations, the Company had no historical provision or credit for income taxes in the six and three months ended April 30, 1999, and a historical provision for current state and local income taxes in the six and three months ended April 30, 1998 comprised as follows: Six Months Three Months Ended April Ended April 30, 1998 30, 1998 ----------- ------------ State $ 8,000 $(15,000) Local 38,000 (52,000) -------- --------- Total historical $46,000 $(67,000) ======= ======== As explained in Notes 2 and 9 of the notes to financial statements in the Form 10-K, prior to February 10, 1998, the date of the Exchange, the Company with the consent of its stockholders, had elected to be taxed as an "S" Corporation and, accordingly, it was not required to record a provision for Federal income taxes on its historical income before income taxes of approximately $1,028,000 for the period from November 1, 1997 to February 10, 1998; however, it was required to provide for state income taxes at a reduced rate and New York City income taxes at the same rates as companies that had not made such an election during those periods. Although the Company became subject to Federal, state and local income taxes at full statutory rates for periods subsequent to the date of the Exchange, it had a historical loss before income taxes of approximately $607,000 for the period from February 11, 1998 to April 30, 1998. As a result of the loss and certain other elections related to the termination of its "S" Corporation election, the Company had net operating loss carryforwards as of April 30, 1998 of approximately $227,000 available to reduce future Federal, state and local taxable income which, if not used, were due to expire in 2012. There were no other material temporary differences as of April 30, 1998. Due to the uncertainties related to the extent and timing of the Company's future taxable income, the Company offset the deferred tax assets of approximately $102,000 attributable to the potential benefits from the net operating loss carryforwards as of April 30, 1998 by an equivalent valuation allowance and, accordingly, it did not recognize a credit for Federal income taxes for the period from February 11, 1998 to April 30, 1998. As a result of recording the valuation allowance for the period after February 10, 1998, and the "S" Corporation election for the period through February 10, 1998, the Company did not recognize any provision or credit for Federal income taxes for the six and three months ended April 30, 1998. F-9 COFFEE HOLDING CO., INC. NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS Note 6 - Income taxes (continued): Based on the Company's income before income taxes of approximately $621,000 for the six months ended April 30, 1999 (including income of $236,000 for the three months ended April 30, 1999), a loss of approximately $2,130,000 for the period from February 11, 1998 to October 31, 1998 (including the loss of $607,000 for period from February 11, 1998 to April 30, 1998 referred to above) and certain other elections related to the termination of its "S" Corporation election, the Company had net operating loss carryforwards of approximately $179,000, $415,000 and $800,000 available to reduce future Federal, state and local taxable income as of April 30, 1999, January 31, 1999 and October 31, 1998, respectively. The net operating loss carryforwards available as of April 30, 1999 will expire in 2013 if not used. There were no other material temporary differences as of April 30, 1999, January 31, 1999 and October 31, 1998. Due to the uncertainties related to the extent and timing of the Company's future taxable income, the Company also offset the deferred tax assets of approximately $84,000, $191,000 and $363,000 attributable to the potential benefits from the net operating loss carryforwards as of April 30, 1999, January 31, 1999 and October 31, 1998, respectively, by equivalent valuation allowances. As a result of recording the reductions in the valuation allowance, the Company did not recognize any provision or credit for Federal income taxes for the six and three months ended April 30, 1999. The differences between the tax provision computed based on the Company's historical pre-tax income and the applicable statutory income tax rate and the Company's historical provisions for Federal, state and local income taxes for the six and three months ended April 30, 1999 and 1998 are set forth below:
Six Months Three Months Ended April 30, Ended April 30, --------------------- --------------------- 1999 1998 1999 1998 --------- --------- --------- --------- Tax provision (credit) at statutory rate of 34% $ 211,000 $ 143,000 $ 81,000 $(206,000) Adjustments for effects of: State income taxes, net of Federal benefit 68,000 46,000 26,000 (67,000) "S" Corporation election and termination of "S" Corporation election (245,000) 104,000 Change in valuation allowance (279,000) 102,000 (107,000) 102,000 --------- --------- --------- --------- Historical provision $ -- $ 46,000 $ -- $ (67,000) ========= ========= ========= =========
F-10 COFFEE HOLDING CO., INC. NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS Note 6 - Income taxes (concluded): The Company's "S" Corporation election was in effect for part of the six and three months ended April 30, 1998. Unaudited pro forma historical provisions for income taxes assuming the Exchange had occurred on November 1, 1997 and the Company was subject to Federal, state and local income taxes at full statutory rates for all of the six and three months ended April 30, 1998 are set forth below: Six Months Three Months Ended April Ended April 30, 1998 30, 1998 ----------- ------------ Federal $119,000 $(168,000) State 34,000 (50,000) Local 38,000 (55,000) -------- --------- Total pro forma (unaudited) $191,000 $(273,000) ======== ========= The unaudited pro forma provisions for income taxes reflect an effective rate of approximately 45% for the period comprised of an 11% rate for state and local income taxes, net of the related Federal income tax effect, and a statutory Federal income tax rate of 34%. Note 7 - Earnings per share: The Company presents "basic" and, if applicable, "diluted" earnings per common share pursuant to the provisions of Statement of Financial Accounting Standards No. 128, "Earnings per Share" ("SFAS 128") and certain other financial accounting pronouncements, as further explained in Note 2 of the notes to financial statements in the Form 10-K. Since the Company had elected to be taxed as an "S" Corporation, it was not required to provide for Federal income taxes and it was only required to provide for state income taxes at a reduced rate prior to the date of the Exchange. SEC rules and regulations prohibit the presentation of earnings (loss) per common share amounts on a historical basis for the periods during which the "S" Corporation elections were in effect; instead, they require the presentation of basic and, if applicable, diluted unaudited pro forma earnings (loss) per common share amounts in the statements of operations for such periods assuming that the Company had been subject to Federal and state income taxes at statutory rates applicable to those companies that had not made "S" Corporation elections. F-11 COFFEE HOLDING CO., INC. NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS Note 7 - Earnings per share (concluded): Since the Company had elected to be taxed as an "S" Corporation for part of the six and three months ended April 30, 1998 and it had no potentially dilutive securities outstanding during the six and three months ended April 30, 1999 and 1998, historical basic earnings per share is presented in the accompanying condensed statements of operations for only the six and three months ended April 30, 1999 and unaudited pro forma earnings per share is presented in the accompanying condensed statements of operations for the six and three months ended April 30, 1998. The weighted average common shares outstanding used in the computation of basic earnings per share for the six and three months ended April 30, 1999 was 3,999,650 which was the number of shares of common stock actually outstanding during those periods. The weighted average common shares outstanding used in the computation of unaudited pro forma basic earnings per share for the six and three months ended April 30, 1998 was also 3,999,650, which reflects the retroactive adjustment of the number of common shares of Transpacific actually outstanding to include only the 999,650 shares effectively outstanding as of the date of the Exchange and the 3,000,000 shares of common stock issued to the stockholders of Coffee in connection with the Exchange (see Note 1). Note 8 - Major customer: Approximately 22% and 19% of the Company's sales were derived from one customer during the six months ended April 30, 1999 and 1998, respectively (see Note 11 of the notes to financial statements in the Form 10-K). Note 9 - Stock option plan: As of April 30, 1999, no options had been granted under the Company's stock option plan (see Note 12 of the notes to financial statements in the Form 10-K). * * * F-12 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Forward-Looking Statements The Private Securities Litigation Reform Act of 1995 (the "Act") provides a safe harbor for forward-looking statements made by or on behalf of Coffee Holding Co., Inc. (the "Company" or "Coffee"). Coffee and its representatives may from time to time make written or oral forward-looking statements, including statements contained in this report and in our other filings with the Securities and Exchange Commission ("SEC"). These statements use words such as "believes", "expects", "intends", "plans", "may", "will", "should", "anticipates" and other similar expressions. All statements which address operating performance, events or developments that the Company expects or anticipates will occur in the future, including statements relating to volume growth, share of sales or statements expressing general optimism about future operating results, are forward-looking statements within the meaning of the Act. The forward-looking statements are and will be based on management's then current views and assumptions regarding future events and operating performance. We cannot assure that anticipated results will be achieved since actual results may differ materially because of risks and uncertainties. We do not undertake to revise these statements to reflect subsequent developments. The following are some of the factors that could cause actual results to differ materially from in our forward-looking statements: o the impact of rapid or persistent fluctuations in the price of coffee beans; o fluctuations in the supply of coffee beans; o general economic conditions and conditions which affect the market for coffee; o the effects of any loss of major customers; o the effects of competition from other coffee manufacturers and other beverage alternatives; o changes in consumption of coffee; and o other risks which we identify in future filings with the SEC. You are strongly encouraged to consider these factors when evaluating forward-looking statements in this report. We undertake no responsibility to update any forward-looking statements contained in this report. Six Months Ended April 30, 1999 Compared to Six Months Ended April 30, 1998 Net sales totaled $12,816,431 in the six months ended April 30, 1999, a decrease of $364,711 or 3% from $13,181,142 in the six months ended April 30, 1998. Net sales for the six months ended April 30, 1999 decreased primarily due to a reduction in retail coffee prices. Cost of sales in the six months ended April 30, 1999 was $10,862,350, or 85% of net sales, as compared to $11,329,593, or 86% of net sales in the six months ended April 30, 1998. The Company's gross profit in the six months ended April 30, 1999 was $1,954,081, an increase of $102,532 or 6% from $1,851,549 in the six months ended April 30, 1998. Gross profit as a percentage of net sales increased by 1% to 15% in the six months ended April 30, 1999 from 14% in the six months ended April 30, 1998. Selling and administrative expenses were $1,011,042 in the six months ended April 30, 1999, an increase of $110,123 or 12% from $900,919 in the six months ended April 30, 1998. As a percentage of net sales, this change represented a 1% increase from 7% in the six months ended April 30, 1998 to 8% in the six months ended April 30, 1999. Interest expense decreased $4,208 or 2% from $186,403 in the six months ended April 30, 1998 to $182,195 in the six months ended April 30, 1999. The decrease was due primarily to a reduction in the prime rate which reduced the Company's variable rate of interest on its line of credit. Other expenses in the six months ended April 30, 1998 included approximately $180,000 of consulting and professional fees and other costs incurred in connection with the reverse acquisition by Transpacific International Group Corp. that was effectively completed on February 10, 1998 (the "Reverse Acquisition"). There was no comparable charge in the six months ended April 30, 1999. Primarily as a result of the decrease in cost of sales, which exceeded the effects of the decrease in sales and the increase in operating expenses, and as a result of the absence in the six months ended April 30, 1999 of the charge for costs incurred in connection with the Reverse Acquisition, the Company had income of $621,421 before income taxes in the six months ended April 30, 1998. 1 As further explained in Note 6 of the notes to the financial statements elsewhere herein, the Company was not required to record a provision for Federal income taxes in the six months ended April 30, 1998 because it had elected to be taxed as an "S" Corporation during the period from November 1, 1997 to February 10, 1998 (the date of the Reverse Acquisition) and it had a pre-tax loss during the period from February 11, 1998 to April 30, 1998. Although the Company had potential benefits of approximately $102,000 from net operating loss carryforwards as of April 30, 1998, it did not record a credit for income taxes in the six months ended April 30, 1998 due to the uncertainties related to the extent and timing of its future taxable income. As a result of additional pre-tax losses through October 31, 1998, the Company had potential benefits from the net operating loss carryforwards of approximately $363,000 as of October 31, 1998. The Company did not record a provision for income taxes based on its pre-tax income in the six months ended April 30, 1999 because it used a portion of the benefits from the net operating loss carryforwards that were available as of October 31, 1998. Although the Company had potential benefits of approximately $84,000 from the net operating loss carryforwards as of April 30, 1999, it did not record a credit for income taxes based on its net operating loss carryforwards due to the continuing uncertainties related to the extent and timing of its future taxable income. The Company had a historical provision for state and local income taxes of $46,000 in the six months ended April 30, 1998. Accordingly, the Company had historical net income of $621,421 in the six months ended April 30, 1999 compared to $375,052 in the six months ended April 30, 1998. The statement of operations included in the financial statements elsewhere herein presents unaudited pro forma provision for income tax, net income and related earnings per share information assuming the Company had not elected to be taxed as an "S" Corporation during any portion of the six months ended April 30, 1998. The Company would have had a provision for income taxes of approximately $191,000 in the six months ended April 30, 1998 assuming the "S" Corporation elections had not been made. The unaudited pro forma provision for income taxes reflects an effective rate of approximately 45% comprised on an 11% rate for state and local income taxes, net of the related Federal income tax effect, and a statutory Federal income tax rate of 34%. On an unaudited pro forma basis, the Company would have had net income of $230,052, or $.06 per share, in the six months ended April 30, 1998 compared to historical net income of $621,421, or $.16 per share, in the six months ended April 30, 1999. Three Months Ended April 30, 1999 Compared to Three Months Ended April 30, 1998 Net sales totaled $5,896,982 in the three months ended April 30, 1999, a decrease of $427,265 or 7% from $6,324,247 in the three months ended April 30, 1998. Net sales were lower for the three months ended April 30, 1999 due to a reduction in retail coffee selling prices. Cost of sales in the three months ended April 30, 1999 was $4,976,859, or 84% of net sales, as compared to $6,181,727, or 98% of net sales in the three months ended April 30, 1998. The decrease in cost of sales in the three months ended April 30, 1999 was attributable to a gradual decline in green coffee purchase prices enabling the Company to purchase inventory at lower prices. The Company's gross profit in the three months ended April 30, 1999 was $920,123, an increase of $777,603 or 546% from $142,520 in the three months ended April 30, 1998. Gross profit as a percentage of net sales increased by 13% to 15% in the three months ended April 30, 1999 from 2% in the three months ended April 30, 1998. Gross profit increased due to stabilizing margins resulting from the decrease in green coffee purchase prices. Selling and administrative expenses were $528,019 in the three months ended April 30, 1999, an increase of $120,267 or 30% from $407,752 in the three months ended April 30, 1998. As a percentage of net sales, this change represented a 2% increase from 7% in the three months ended April 30, 1998 to 9% in the three months ended April 30, 1999. Interest expense decreased $6,140 or 7% from $89,501 in the three months ended April 30, 1998 to $83,361 in the three months ended April 30, 1999. The decrease was due primarily to a reduction in the prime rate which reduced the Company's variable rate of interest on its line of credit. Other expenses in the three months ended April 30, 1998 also included approximately $180,000 of consulting and professional fees and other costs incurred in connection with the Reverse Acquisition. There was no comparable charge in the three months ended April 30, 1999. Primarily as a result of the decrease in cost of sales, which exceeded the effects of the decrease in sales and the increase in operating expenses, and the absence in the three months ended April 30, 1999 of the charge for costs incurred in connection with the Reverse Acquisition, the Company had income of $236,243 before income taxes in the three months ended April 30, 1999 compared to a loss of $607,233 before income taxes in the three months ended April 30, 1998. The Company was not required to record a provision for Federal income taxes in the three months ended April 30, 1998 primarily because it had a pre-tax loss during that period. Although the Company had potential benefits of approximately $102,000 from net operating loss carryforwards as of April 30, 1998, it did not record a credit for income taxes in the three months ended April 30, 1998 due to the uncertainties related to the extent and timing of its future taxable income. As a result of the use of a portion of the benefits available from the net operating loss carryforwards as of October 31, 1998 to offset its pre-tax income in the three months ended April 30, 1999 and the continuing uncertainties related to its ability to realize any benefits from the net operating loss 2 carryforwards remaining as of April 30, 1999, the Company did not record any provisions or credits for income taxes in the three months ended April 30, 1999. The Company had a historical credit for state and local income taxes of $67,000 in the three months ended April 30, 1998. Accordingly, the Company had a historical net loss of $540,233 in the three months ended April 30, 1998 compared to historical net income of $236,243 in the three months ended April 30, 1999. Assuming the Company had not made the "S" Corporation elections, it had the ability to carryback the net operating losses and an effective income tax rate of approximately 45%, as explained above, the Company would have had a credit for income taxes of approximately $273,000 in the three months ended April 30, 1998 compared to no historical provision for income taxes in the three months ended April 30, 1999. On an unaudited pro forma basis, the Company would have had a net loss of $334,233, or $.08 per share, in the three months ended April 30, 1998 compared to historical net income of $236,243, or $.06 per share, in the three months ended April 30, 1999. Liquidity and Capital Resources As of April 30, 1999, the Company had working capital of approximately $592,000, which increased by $819,000 from its working capital deficiency of $227,000 as of October 31, 1998 and a total stockholders' deficiency of $307,000 which decreased by $621,000 from its total stockholders' deficiency of approximately $928,000 as of October 31, 1998. The Company had no unrestricted cash balances as of April 30, 1999 and October 31, 1998. The Company's working capital increased primarily as a result of the net income it generated and the additional borrowings under its credit facility during the six months ended April 30, 1999. The Company has obtained a credit facility from Nationscredit Commercial Corp. that provides for a revolving line of credit of up to $5,000,000 based on eligible trade accounts receivable and inventories and a term loan for equipment purchases of up to $500,000. The line of credit provides for borrowings of up to 85% of the Company's eligible trade accounts receivable and 60% of its eligible inventories. The outstanding balance of approximately $2,521,000 as of April 30, 1999 approximated the maximum amount that the Company could borrow based on its eligible trade accounts receivable and inventories as of that date. Interest is payable monthly at the prime rate plus 1% (an effective rate of 8.75% at April 30, 1999). Assuming the Company has sufficient collateral, substantially all of the balances outstanding under the credit facility will not have to be repaid until November 20, 2000. During the six months ended April 30, 1999, net cash provided by operating activities totaled approximately $152,000 primarily as a result of the net income generated during that period, adjusted to eliminate the effects of charges for depreciation and amortization and the write-off of deferred mortgage costs, and decreases in amounts receivable from the Company's broker and customers that were partially offset by an increase in inventories and a decrease in accounts payable and accrued expenses. The Company financed the purchase of land and a building in 1989 through the issuance of a mortgage note in the amount of $1,050,000 payable to the New York City Industrial Development Agency. The mortgage note required monthly payments of $4,167 plus interest based at a variable rate set weekly. The payment of the mortgage note was secured by a first mortgage on the Company's land and building and the Company's restricted investments. The final payment was due November 1, 2009. On March 3, 1999, the Company repaid the mortgage note in full in the amount of $600,000. The Company generated a portion of the funds required for the repayment by liquidating approximately $433,000 of cash and cash equivalent investments that were restricted under the mortgage note. During the six months ended April 30, 1999, the Company also used approximately $170,000 of its cash resources to reduce its term loan, capital lease and related party obligations. Capital expenditures only totaled $16,000 during the period and management expects that the Company's capital expenditures will be substantially below those made in fiscal 1998. The Company also borrowed approximately $201,000 under the line of credit during the period for working capital purposes. Management believes, but cannot assure, that the Company will be able to finance its operations, including increases in accounts receivable and inventories, capital expenditures and debt repayments, over the next twelve months through cash provided by operating activities and/or borrowings under its credit facility. Year 2000 The Year 2000 problem concerns the inability of information systems and systems with embedded chip technology to properly recognize and process data-sensitive information beyond December 31, 1999. In the fall of 1997, the Company and its information technology consultant assessed the Company's personal computer hardware and its accounting software (which included accounts receivable and payroll and inventory management) for Year 2000 readiness. The Company concluded that its then accounting software and computer hardware and system were not Year 2000 compliant. 3 The Company installed software modifications and upgrades to its accounting software in November 1997 at an approximate cost of $4,300. In April and August 1999, the Company replaced its computer hardware and operating systems including its server and three workstations. The Company also added an additional workstation. The total cost of the equipment, installation and follow-up support was approximately $18,800. The Company also paid its consultant $1,400 to oversee installation of the operating system. As of June 30, 2000, with regard to Year 2000, the Company had not experienced any disruptions in its internal information systems or its business activities with its suppliers and customers. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS Market risks relating to the Company's operations result primarily from changes in interest rates and commodity prices as further described below. Interest Rate Risks The Company is subject to market risk from exposure to fluctuations in interest rates. At April 30, 1999, the Company's long-term debt, other than capitalized leases, consisted of approximately $111,000 of fixed rate debt and approximately $2,800,000 of variable rate debt under its revolving line of credit, term loan and mortgage note payable. Interest on the variable rate debt was payable primarily at 1% above a specified prime rate. The Company does not expect changes in interest rates to have a material effect on income or cash flows in fiscal 1999, although there can be no assurance that interest rates will not significantly change. Commodity Price Risks See Note 3 to the unaudited condensed financial statements "Inventory" for additional information regarding the Company's hedging program. The supply and price of coffee beans are subject to volatility and are influenced by numerous factors which are beyond the Company's control. The Company uses coffee futures and options contracts for hedging purposes to minimize the effect of changing green coffee prices and, if needed, to supplement its supply. At April 30, 1999, the Company held options covering an aggregate of 1,312,500 pounds of green coffee beans, which are exercisable in fiscal 1999 at prices ranging from $.95 to $1.25 per pound. The price per pound of green coffee on April 30, 1999 was $1.04. The Company generally has been able to pass green coffee price increases through to its customers, thereby maintaining its gross profits. However, the Company cannot predict whether it will be able to pass inventory price increases through to its customers in the future. 4 PART II ITEM 5. OTHER INFORMATION The Company's non-binding letter of intent with Chock Full O'Nuts ("Chock") whereby the Company would be acquired by Chock expired by its terms on February 28, 1999. The parties were unable to reach a definitive merger agreement. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits Exhibit Number Exhibit Name - ------- ------------ 27 Financial Data Schedule (b) There were no reports on Form 8-K filed during the period covered by this report. 5 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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. Signature Title Date --------- ----- ---- /s/ Andrew Gordon Chief Executive Officer, October 25, 2000 - ----------------- President and Treasurer Andrew Gordon (principal executive officer and principal financial officer) 6 INDEX TO EXHIBITS 27 Financial Data Schedule EX-27 2 0002.txt FDS --
5 6-MOS OCT-31-1999 NOV-01-1998 APR-30-1999 0 0 2,140,617 215,000 1,737,993 3,796,791 3,796,485 1,779,221 5,900,610 3,204,624 3,313,641 0 0 4,000 (310,661) 5,900,610 12,816,431 12,816,431 10,862,350 10,862,350 1,150,465 0 182,195 621,421 0 621,421 0 0 0 621,421 .16 0
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