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 3, 2016

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 June 3, 2016, 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, 2016. 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 7.01.                    Regulation FD Disclosure.

See “Item 2.02 Results of Operations and Financial Condition” above.

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 3, 2016, issued by Coffee Holding entitled “Coffee Holding Co., Inc. Reports Results for Three and Six Months Ended April 30, 2016.”

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 3, 2016	By:	/s/ Andrew Gordon
		Name: Andrew Gordon
		Title: President and Chief Executive Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release, dated June 3, 2016, issued by Coffee Holding entitled “Coffee Holding Co., Inc. Reports Results for Three and Six Months Ended April 30, 2016.”

EX-99.1

Exhibit 99.1

Coffee Holding Co., Inc. Reports Results for Three and Six Months Ended April 30, 2016

STATEN ISLAND, New York – June 3, 2016. Coffee Holding Co., Inc. (Nasdaq: JVA) (the “Company”) today announced its operating results for the three and six months ended April 30, 2016:

Net sales totaled $21,406,939 for the three months ended April 30, 2016, a decrease of $8,856,115, or 29.3%, from $30,263,054 for the three months ended April 30, 2015.  The decrease in net sales reflects lower coffee prices during the quarter and our reduced wholesale transactions with Keurig Green Mountain, Inc. of approximately $8,158,000.

Cost of sales for the three months ended April 30, 2016 was $18,097,486, or 84.5% of net sales, as compared to $31,340,321, or 103.6% of net sales, for the three months ended April 30, 2015.  Cost of sales consists primarily of the cost of green coffee and packaging materials and realized and unrealized gains or losses on hedging activity.  The decrease in cost of sales reflects lower commodity prices during the quarter and our reduced wholesale transactions with our largest wholesale green coffee customer.

Gross profit for the three months ended April 30, 2016 was $3,309,453, an increase of $4,386,720 from $(1,077,267) for the three months ended April 30, 2015.  Gross profit as a percentage of net sales increased to 15.5% for the three months ended April 30, 2016 from (3.6%) for the three months ended April 30, 2015.  The increase in gross profits was due to improved margins on our wholesale and roasted business as well as a decrease in our losses quarter to quarter on our hedging operations.

Total operating expenses decreased by $116,991 to $1,953,339 for the three months ended April 30, 2016 from $2,070,330 for the three months ended April 30, 2015.  The decrease was primarily the result of a decrease of $107,991to $1,789,489 in selling and administrative expenses for the three months ended April 30, 2016 from $1,897,480 for the three months ended April 30, 2015.

The Company had net income of $830,801 or $0.14 per share basic and diluted, for the three months ended April 30, 2016 compared to a net loss of $(2,052,560), or $(0.33) per share basic and diluted for the three months ended April 30, 2015. The increase in net income was due primarily to the reasons described above.

“We are again pleased to report positive results to our shareholders as we have now successfully achieved four consecutive profitable quarters. Although coffee prices continue to remain at levels where we do on occasion encounter outside competitive pressures, we still improved our profitability in our three key existing business areas.  We have increased our efforts in moving away from a focus on commodity type sales of wholesale green coffee to a renewed focus by our green coffee sales team on branding, farm identification, traceability and sales of specialty gourmet micro lots of Arabica coffees, which has helped us sustain and improve our margins during a period of historically low green coffee prices. In addition, sales of our flagship brand, Café Caribe, continue to increase in both existing and new markets, including our anticipated initial roll-out by Wal-Mart at an expected 400 stores later this month as well as an expected additional roll-out by a large regional supermarket chain at an expected 200 stores later this summer, “ commented Andrew Gordon, the Company’s President and Chief Executive Officer.

“Additionally, sales of our tea line and both green and roasted coffee sales into China continue to generate limited revenues on a quarterly basis, but we believe that patience with both of these initiatives is important as we continue to develop them on a firm foundation rather than a hurry to market strategy, which we do not believe will be successful in the long run,” continued Mr. Gordon.

“I know that our stockholders remain disappointed with our current share price but we believe we continue to make strides in the right direction,” added Mr. Gordon. “We expect to continue to support our stock through strategic use of our existing buyback program and more importantly through future operating results and the operation of our business over the next several quarters,” concluded Mr. Gordon.

About Coffee Holding

Coffee Holding Co., Inc. 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, including the Company’s outlook on future margin performance and its share repurchase program. Forward-looking statements include statements with respect to our beliefs, plans, objectives, goals, expectations, anticipations, assumptions, estimates, intentions, and future performance, and involve known and unknown risks, uncertainties and other factors, which may be beyond our control, and which may cause our actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements.  All statements other than statements of historical fact are statements that could be forward-looking statements.  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. Such statements may involve risks and uncertainties, including but not limited to those relating to product demand, pricing, market acceptance, hedging activities, 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.

Company Contact

Coffee Holding Co., Inc.

Andrew Gordon

President & CEO

718-832-0800

COFFEE HOLDING CO., INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

APRIL 30, 2016 AND OCTOBER 31, 2015

	April 30, 2016			October 31, 2015
	(Unaudited)
- ASSETS -
CURRENT ASSETS:
Cash	$	3,198,097		$	3,853,816
Accounts receivable, net of allowances of  $144,000 for 2015 and 2014		11,318,009			10,968,237
Inventories		12,333,449			13,862,818
Prepaid green coffee		344,439			620,452
Prepaid expenses and other current assets		273,395			256,202
Prepaid income taxes		931,727			1,434,577
Due from broker		205,253			-
Deferred income tax asset		53,595			997,720
TOTAL CURRENT ASSETS		28,657,964			31,993,822
Machinery and equipment, at cost, net of accumulated depreciation of $4,516,493 and  $4,241,256 for 2016 and 2015, respectively		1,839,981			1,845,000
Customer list and relationships, net of accumulated amortization of $45,000 and $41,250 for 2016 and 2015, respectively		105,000			108,750
Trademarks		180,000			180,000
Goodwill		440,000			440,000
Equity method investment		96,327			96,571
Deposits and other assets		601,993			610,499
TOTAL ASSETS	$	31,921,265		$	35,274,642
- LIABILITIES AND STOCKHOLDERS’ EQUITY -
CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	3,271,416		$	4,021,389
Line of credit		2,654,121			5,554,121
Due to broker		-			483,835
Income taxes payable		500			-
TOTAL CURRENT LIABILITIES		5,926,037			10,059,345
Deferred income tax liabilities		20,995			92,370
Deferred rent payable		226,636			222,055
Deferred compensation payable		489,826			482,499
TOTAL LIABILITIES		6,663,494			10,856,269
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; 6,068,119 and 6,162,207 shares outstanding at April 30, 2016 and October 31, 2015, respectively		6,456			6,456
Additional paid-in capital		15,904,109			15,904,109
Retained earnings		10,936,310			9,665,940
Less: Treasury stock, 388,197 and 294,109 common shares, at cost for six months ended April 30, 2016 and 2015, respectively		(1,881,031	)		(1,494,712	)
Total Coffee Holding Co., Inc. Stockholders’ Equity		24,965,844			24,081,793
Non-controlling interest		291,927			336,580
TOTAL EQUITY		25,257,771			24,418,373
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	31,921,265		$	35,274,642

COFFEE HOLDING CO., INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Six Months Ended April 30,						Three Months Ended April 30,
	2016			2015			2016			2015
NET SALES	$	44,212,334		$	68,669,033		$	21,406,939		$	30,263,054
COST OF SALES (including $5.6 and $14.9 million of related party costs for the six months ended April 30, 2016 and 2015, respectively. Including $2.0 and $5.1 million for the three months ended April 30, 2016 and 2015, respectively.)		38,251,840			67,824,859			18,097,486			31,340,321
GROSS PROFIT (LOSS)		5,960,494			844,174			3,309,453			(1,077,267	)
OPERATING EXPENSES:
Selling and administrative		3,466,440			3,563,835			1,789,489			1,897,480
Officers’ salaries		327,700			325,585			163,850			172,850
TOTAL		3,794,140			3,889,420			1,953,339			2,070,330
INCOME (LOSS) FROM OPERATIONS		2,166,354			(3,045,246	)		1,356,114			(3,147,597	)
OTHER INCOME (EXPENSE)
Interest income		21,000			13,228			10,988			4,930
(Loss) gain from equity method investment		(244	)		448			212			(267	)
Interest expense		(73,473	)		(118,612	)		(33,670	)		(64,633	)
TOTAL		(52,717	)		(104,936	)		(22,470	)		(59,970	)
INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES AND NON-CONTROLLING INTEREST IN SUBSIDIARY		2,113,637			(3,150,182	)		1,333,644			(3,207,567	)
Provision (benefit) for income taxes		787,920			(1,189,825	)		485,356			(1,158,721	)
NET INCOME (LOSS) BEFORE NON-CONTROLLING INTEREST IN SUBSIDIARY		1,325,717			(1,960,357	)		848,288			(2,048,846	)
Less: Net (income) attributable to the non-controlling interest		(55,347	)		(20,402	)		(17,487	)		(3,714	)
NET INCOME (LOSS) ATTRIBUTABLE TO COFFEE HOLDING CO., INC.	$	1,270,370		$	(1,980,759	)	$	830,801		$	(2,052,560	)
Basic and diluted earnings (loss) per share	$	.21		$	(.32	)	$	.14		$	(.33	)
Weighted average common shares outstanding:
Basic and diluted		6,148,039			6,215,894			6,133,557			6,215,894

COFFEE HOLDING CO., INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

SIX MONTHS ENDED APRIL 30, 2016 AND 2015

(Unaudited)

	2016			2015
OPERATING ACTIVITIES:
Net income (loss)	$	1,325,717		$	(1,960,357	)
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		278,987			274,022
Unrealized gain on commodities		(689,088	)		(489,696	)
Loss (gain) loss on equity method investment		244			(448	)
Deferred rent		4,581			6,206
Deferred income taxes		872,750			(1,143,650	)
Changes in operating assets and liabilities:
Accounts receivable		(349,772	)		2,263,522
Inventories		1,529,369			2,536,227
Prepaid expenses and other current assets		(17,193	)		82,747
Prepaid green coffee		276,013			346,043
Prepaid and refundable income taxes		502,850			(1,387,393	)
Deposits and other assets		15,833			-
Accounts payable and accrued expenses		(749,970	)		(3,215,641	)
Income taxes payable		500			(331,051	)
Net cash provided by (used in) operating activities		3,000,821			(3,019,469	)
INVESTING ACTIVITIES:
Purchases of machinery and equipment		(270,221	)		(341,337	)
Net cash used in investing activities		(270,221	)		(341,337	)
FINANCING ACTIVITIES:
Advances under bank line of credit		600,000			9,272,578
Principal payments under bank line of credit		(3,500,000	)		(6,000,000	)
Purchase of treasury stock		(386,319	)		-
Payment of dividend		(100,000	)		(80,000	)
Net cash (used in) provided by financing activities		(3,386,319	)		3,192,578
NET DECREASE IN CASH		(655,719	)		(168,228	)
CASH, BEGINNING OF PERIOD		3,853,816			3,782,639
CASH, END OF PERIOD	$	3,198,097		$	3,614,411
SUPPLEMENTAL DISCLOSURE OF CASH FLOW DATA:
Interest paid	$	81,276		$	112,585
Income taxes paid	$	25,008		$	1,641,197