Form 8-K - Current report

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 13, 2024

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):

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

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

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

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		JVA		Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

Item 2.02. Results of Operations and Financial Condition.

On September 16, 2024, Coffee Holding Co., Inc. (the “Company” or “Coffee Holding”) issued a press release disclosing certain information regarding its results of operations for the quarter ended July 31, 2024. A copy of the press release is furnished hereto 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 September 16, 2024, issued by Coffee Holding entitled “Coffee Holding Co., Inc. Reports an Approximately 19% Increase in Net Sales During Third Quarter of 2024.”
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 16, 2024	By:	/s/ Andrew Gordon
	Name:	Andrew Gordon
	Title:	President and Chief Executive Officer

Exhibit 99.1

Coffee Holding Co., Inc. Reports an Approximately 19% Increase in Net Sales During Third Quarter of 2024

STATEN ISLAND, New York – September 16, 2024. Coffee Holding Co., Inc. (Nasdaq: JVA) (the “Company”) today announced its operating results for the fiscal quarter ended July 31, 2024:

Net Sales. Net sales totaled $18,813,162 for the three months ended July 31, 2024, an increase of $3,048,797, or 19%, from $15,764,365 for the three months ended July 31, 2023. The increase in net sales was due to increased sales to new private label customers.

Cost of Sales. Cost of sales for the three months ended July 31, 2024 was $14,887,098, or 79.1% of net sales, as compared to $13,315,602, or 84.5% of net sales, for the three months ended July 31, 2023, an increase of $1,571,496. Cost of sales consists primarily of the cost of green coffee and packaging materials and realized and unrealized gains or losses on hedging activity. This increase in gross margin was due to price increases that were initiated during the three months ended July 31, 2024 for the Company’s roasted coffee customers as well as a favorable inventory position which resulted in higher gross margins related to the Company’s wholesale green coffee customers.

Gross Profit. Gross profit for the three months ended July 31, 2024 amounted to $3,926,064 or 20.9% of net sales, as compared to $2,448,763 or 15.5% of net sales, for the three months ended July 31, 2023. The increase in gross profits on a percentage and dollar basis was attributable to the factors listed above.

Operating Expenses. Total operating expenses increased by $354,191 to $3,206,201 for the three months ended July 31, 2024 from $2,852,010 for the three months ended July 31, 2023. Selling and administrative expenses increased by $336,373 and officers’ salaries increased by $17,818. The increase in selling and administrative expenses was due to higher payroll costs, professional fees, and insurance expense, partially offset by decreases in medical expenses, automobile costs, and advertising costs.

Other Income (Expense). Other income for the three months ended July 31, 2024 was $166,182, a decrease of $84,934 from other income of $251,116 for the three months ended July 31, 2023. The change was attributable to a decrease in interest expense of $99,383, an increase in interest income of $249, a decrease in loss from the Company’s equity method investments of $5,007, and a gain on extinguishment of lease of $210,567, partially offset by a decrease in other income of $400,140 related to an insurance claim.

Income Taxes. The Company’s expense for income taxes for the three months ended July 31, 2024 totaled $259,249 compared to a benefit of $40,250 for the three months ended July 31, 2023. The change was primarily attributable to the difference in the income for the three months ended July 31, 2024 versus the loss for the three months ended July 31, 2023.

Net Income (Loss). We had net income of $626,796, or $0.11 per share basic and diluted, for the three months ended July 31, 2024 compared to a net loss of $111,881, or $0.02 per share basic and diluted, for the three months ended July 31, 2023.

“We are pleased to deliver a strong third quarter performance to our shareholders” said Andrew Gordon, President and CEO of Coffee Holding Company. Our efforts over the last several months are now being reflected in our results. The addition of new customers for our private label business along with renewed growth of our flagship Café Caribe Brand have led the way to the strong growth in sales which I referred to in the company update which we issued at the beginning of 2024. In addition, we have paid down our line of credit by over $7 million during the last nine months, resulting in a savings of over $150,000 in interest expense. As of today, we have a zero-balance outstanding on our line of credit and I expect we will be able to maintain a similar level of borrowings over the next several periods as I believe we will continue to have positive cash flow from our operations. Annualized, these savings would translate into approximately $.10 a share in pretax earnings. Lastly, with the termination of the Delta transaction, we are determined to see a higher price for our stock that is commensurate with the true value of our company,” concluded Mr. Gordon.

About Coffee Holding

Founded in 1971, Coffee Holding Co., Inc. (NASDAQ: JVA) 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’s product offerings consist of eight proprietary brands, each targeting a different segment of the consumer coffee market as well as roasting and blending coffees for major wholesalers and retailers throughout the United States who want to have products under their own names to compete with national brands. In addition to selling roasted coffee, Coffee Holding Co., Inc. also imports green coffee beans from around the world which it resells to smaller regional roasters and coffee shops around the United States and Canada.

Forward looking statements

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 the revenue growth. 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

	July 31, 2024			October 31, 2023
	(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	3,098,158		$	2,733,977
Accounts receivable, net of allowances for credit losses of $144,000 for 2024 and 2023		7,449,547			7,983,032
Receivable from sale of investment		—			3,150,000
Inventories		14,506,015			18,986,539
Due from broker		1,263,603			345,760
Prepaid expenses and other current assets		213,443			413,752
Prepaid and refundable income taxes		311,306			365,876
TOTAL CURRENT ASSETS		26,842,072			33,978,936

Building, machinery, and equipment, net		3,329,576			3,494,450
Customer list and relationships, net of accumulated amortization of $278,125 and $310,383 for 2024 and 2023, respectively		161,875			184,750
Trademarks and tradenames		327,000			327,000
Equity method investments		39,676			39,676
Right-of-use asset		1,192,834			2,696,159
Deferred income tax assets, net		1,017,453			1,341,407
Deposits and other assets		141,529			129,523
TOTAL ASSETS	$	33,052,015		$	42,191,901

LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	4,535,476		$	5,206,442
Line of credit		1,900,000			9,620,000
Due to broker		275,276			292,407
Note payable - current portion		—			4,200
Lease liabilities - current portion		636,534			255,625
TOTAL CURRENT LIABILITIES		7,347,286			15,378,674

Note payable, net of current		2,860			3,034
Lease liabilities, net of current		903,821			2,974,579
Deferred compensation payable		126,978			120,523
TOTAL LIABILITIES		8,380,945			18,476,810
Commitments and Contingencies (Note 8)
STOCKHOLDERS’ EQUITY:
Coffee Holding Co., Inc. stockholders’ equity:
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, 6,633,930 shares issued for 2024 and 2023; 5,708,599 shares outstanding for 2024 and 2023		6,634			6,634
Additional paid in capital		19,094,618			19,094,618
Retained earnings		10,447,840			9,491,861
Less: common stock held in treasury, at cost; 925,331 shares for 2024 and 2023		(4,633,560	)		(4,633,560	)
Total Coffee Holding Co., Inc. stockholders’ equity		24,915,532			23,959,553
Noncontrolling interest		(244,462	)		(244,462	)
TOTAL STOCKHOLDERS’ EQUITY		24,671,070			23,715,091
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	33,052,015		$	42,191,901

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

COFFEE HOLDING CO., INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	Nine months ended July 31,						Three months ended July 31,
	2024			2023			2024			2023
NET SALES	$	57,349,477		$	49,411,183		$	18,813,162		$	15,764,365

COST OF SALES		46,239,134			41,810,204			14,887,098			13,315,602

GROSS PROFIT		11,110,343			7,600,979			3,926,064			2,448,763

OPERATING EXPENSES
Selling and administrative		9,365,236			8,722,156			3,045,611			2,709,238
Officers’ salaries		474,983			467,548			160,590			142,772
TOTAL		9,840,219			9,189,704			3,206,201			2,852,010

INCOME (LOSS) FROM OPERATIONS		1,270,124			(1,588,725	)		719,863			(403,247	)

OTHER INCOME (EXPENSE)
Interest income		34,669			3,120			256			7
Interest expense		(235,427	)		(393,590	)		(44,641	)		(144,024	)
Loss from equity method investments		—			(14,310	)		—			(5,007	)
Gain on extinguishment of lease		210,567			—			210,567			—
Other income		—			634,181			—			400,140
TOTAL		9,809			229,401			166,182			251,116

INCOME (LOSS) BEFORE EXPENSE (BENEFIT) FOR INCOME TAXES		1,279,933			(1,359,324	)		886,045			(152,131	)
Expense (benefit) for income taxes		323,954			(355,500	)		259,249			(40,250	)
NET INCOME (LOSS)	$	955,979		$	(1,003,824	)	$	626,796		$	(111,881	)

Basic and diluted earnings (loss) per share	$	0.17		$	(0.18	)	$	0.11		$	(0.02	)

Weighted average common shares outstanding:
Basic and diluted		5,708,599			5,708,599			5,708,599			5,708,599

COFFEE HOLDING CO., INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(UNAUDITED)

	Common Stock				Treasury Stock					Additional Paid-in		Retained			Non-controlling
	Shares		Amount		Shares		Amount			Capital		Earnings			Interest			Total

Balance, October 31, 2022		5,708,599	$	6,634		925,331	$	(4,633,560	)	$	19,094,618	$	10,327,437		$	(244,462	)	$	24,550,667

Net loss		—		—		—		—			—		(532,103	)		—			(532,103	)

Balance, January 31, 2023		5,708,599		6,634		925,331		(4,633,560	)		19,094,618		9,795,334			(244,462	)		24,018,564

Net loss		—		—		—		—			—		(359,840	)		—			(359,840	)

Balance, April 30, 2023		5,708,599		6,634		925,331		(4,633,560	)		19,094,618		9,435,494			(244,462	)		23,658,724

Net loss		—		—		—		—			—		(111,881	)		—			(111,881	)

Balance, July 31, 2023		5,708,599	$	6,634		925,331	$	(4,633,560	)	$	19,094,618	$	9,323,613		$	(244,462	)	$	23,546,843

Balance October 31, 2023		5,708,599	$	6,634		925,331	$	(4,633,560	)	$	19,094,618	$	9,491,861		$	(244,462	)	$	23,715,091

Net income		—		—		—		—			—		351,024			—			351,024

Balance January 31, 2024		5,708,599		6,634		925,331		(4,633,560	)		19,094,618		9,842,885			(244,462	)		24,066,115

Net loss		—		—		—		—			—		(21,841	)		—			(21,841	)

Balance, April 30, 2024		5,708,599		6,634		925,331		(4,633,560	)		19,094,618		9,821,044			(244,462	)		24,044,274

Net loss		—		—		—		—			—		626,796			—			626,796

Balance, July 31, 2024		5,708,599	$	6,634		925,331	$	(4,633,560	)	$	19,094,618	$	10,447,840		$	(244,462	)	$	24,671,070

COFFEE HOLDING CO., INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Nine months ended July 31,
	2024			2023
OPERATING ACTIVITIES:

Net income (loss)	$	955,979			(1,003,824	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		458,429			436,669
Unrealized gain on commodities		(934,974	)		(776,521	)
Loss on equity method investments		—			14,310
Amortization of right-of-use asset		203,268			240,504
Gain on extinguishment of lease liability		(210,567	)		—
Deferred income taxes		323,954			(355,500	)
Changes in operating assets and liabilities:
Accounts receivable		533,485			1,334,319
Inventories		4,480,524			2,113,830
Prepaid expenses and other current assets		200,309			(9,306	)
Prepaid and refundable income taxes		54,570			—
Lease liabilities		(179,225	)		(203,908	)
Deposits and other assets		(12,006	)		—
Accounts payable, accrued expenses, and deferred compensation payable		(664,511	)		(991,411	)
Net cash provided by operating activities		5,209,235			799,162

Cash flows from investing activities:
Purchases of machinery and equipment		(270,680	)		(721,696	)
Proceeds from sale of investment		3,150,000			—
Net cash provided by (used in) investing activities		2,879,320			(721,696	)

Cash flows from financing activities:
Advances under bank line of credit		—			2,434,783
Cash overdraft		—			(876,148	)
Principal payments on note payable		(4,374	)		(4,641	)
Principal payments under bank line of credit		(7,720,000	)		(1,728,783	)
Net cash used in financing activities		(7,724,374	)		(174,789	)

Net change in cash and cash equivalents		364,181			(97,323	)

Cash and cash equivalents, beginning of period		2,733,977			2,515,873

Cash and cash equivalents, end of period	$	3,098,158		$	2,418,550
SUPPLEMENTAL DISCLOSURE OF CASH FLOW DATA:
Interest paid		$281,841			$243,100

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Initial recognition of operating lease right-of-use asset		$547,975			$146,416

Cover	Sep. 13, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 13, 2024
Entity File Number	001-32491
Entity Registrant Name	COFFEE HOLDING CO., INC.
Entity Central Index Key	0001007019
Entity Tax Identification Number	11-2238111
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	3475 Victory Boulevard
Entity Address, City or Town	Staten Island
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10314
City Area Code	(718)
Local Phone Number	832-0800
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	JVA
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false