8-K

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

FORM8-K

CURRENTREPORT

Pursuantto Section 13 or 15(d) of

TheSecurities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 29, 2020

COFFEEHOLDING CO., INC.

(Exactname 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
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(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (718) 832-0800

NotApplicable

(Formername 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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]	Pre-commencement<br> 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<br> of each class	Trading<br> Symbol(s)	Name<br> of each exchange on which registered
Common<br> Stock, par value $0.001 per share	JVA	Nasdaq<br> 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 January 29, 2020, Coffee Holding Co., Inc. (the “Company” or “Coffee Holding”) issued a press release disclosing certain information regarding its results of operations for the year ended October 31, 2019. 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<br><br> <br>No.	Description
99.1	Press Release, dated January 29, 2020, issued by Coffee Holding entitled “Coffee Holding Co., Inc. Reports Year End Results.”

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:<br> January 29, 2020	By:	/s/ Andrew Gordon
	Name:	Andrew<br> Gordon
	Title:	President<br> and Chief Executive Officer

Exhibit99.1

CoffeeHolding Co., Inc. Reports Year End Results

YearEnd Results

STATEN ISLAND, New York – January 29, 2020. Coffee Holding Co., Inc. (Nasdaq: JVA) (the “Company”) today announced its operating results for the fiscal year ended October 31, 2019:

The Company had net loss of $94,598 or ($0.02) per share basic and diluted, for the fiscal year ended October 31, 2019 compared to a net income of $1,059,276, or $0.19 per share basic and diluted for the fiscal year ended October 31, 2018. The decrease was primarily attributable to the reasons described below.

Net sales totaled $86,467,432 for the fiscal year ended October 31, 2019, a decrease of $4,187,862, or 4.6%, from $90,655,294 for the fiscal year ended October 31, 2018. The decrease in net sales reflects the lower selling price of coffee during the year due to the continued depressed price of the green coffee market.

Cost of sales for the fiscal year ended October 31, 2019 was $70,708,100, or 81.8% of net sales, as compared to $75,040,802, or 82.8% of net sales, for the fiscal year ended October 31, 2018. 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 was due to the Company’s decreased sales.

Gross profit for the fiscal year ended October 31, 2019 was $15,759,332, an increase of $144,840 from $15,614,492 for the fiscal year ended October 31, 2018. Gross profit as a percentage of net sales increased to 18.2% for the fiscal year ended October 31, 2019 from 17.2% for the fiscal year ended October 31, 2018. The increase in gross profits resulted from a reduction in coffee prices.

Total operating expenses increased by $2,005,474 to $15,218,803 for the fiscal year ended October 31, 2019 from $13,213,329 for the fiscal year ended October 31, 2018. Selling and administrative expenses increased $1,972,378, or 15.7%, to $14,504,707 for the fiscal year ended October 31, 2019 from $12,532,329 for the fiscal year ended October 31, 2018. The primary reasons for this increase was the reflection of a full year of Steep & Brew for fiscal year ended October 31, 2019 as compared to a half year for fiscal year ended October 31, 2018 which accounted for $1,836,803 and the increase in the Company’s freight costs as it increased and expanded its product distribution partially offset by the Company’s continued efforts to reduce overhead.

“Fiscal 2019 proved to be a very challenging year for our company as the combination of depressed coffee prices, tariffs on steel cans and increased transportation costs greatly affected our ability to expand margins and improve profitability. Although our cost of sales decreased by one point during fiscal 2019 compared to fiscal 2018, and our gross profit as a percentage of sales increased by one point during this same period, our operating expenses increased by over $2.0 million, or almost 16%, in fiscal 2019 as compared to fiscal 2018. This increase in our operating expenses heavily weighed on our profits. Therefore, we have decided to make several changes in our overall operations in order to reduce expenses going forward. We have reduced payroll and commission payments in our subsidiary companies, Sonofresco, Optco and Comfort Foods, in order to reduce overhead expenses. In addition, we have begun to streamline our operational procedures at our Steep & Brew, Madison, Wisconsin facility. We believe we can create both logistical and cost saving efficiencies by producing additional product at our Generations facility in Ohio which will allow us to lower both manufacturing and delivery costs, while at the same time eliminating some of the variable overhead expenses and redundancies currently in place at both facilities.

“Our profitability was also negatively impacted by onetime, nonrecurring expenses, which impacted our profits by approximately $0.56 million, or $0.10 cents per share. We also implemented an employee stock option plan during fiscal 2019 at a cost of approximately $0.47 million to the company, which does not include associated legal fees and valuations necessary in conjunction with the employee stock option plan. As mentioned, we were unable to offset these increased costs due to low commodity prices, as our sales decreased by 4.6%, from $90.6 million during fiscal 2018 to $86.5 million during fiscal 2019 despite an increase in our business in all three major areas: green coffee, private label and branded sales,” stated Andrew Gordon, Chief Executive Officer of Coffee Holding.

“During fiscal 2019, we launched our Café Caribe single cup offering and secured distribution for Café Caribe in many of our key markets. We recently began in-house testing of a new version of Café Caribe single cups containing CBD. Our initial results have been encouraging, as the CBD does not alter the flavor profile of the cup. However, we will not undergo a formal major rollout of this product until we are completely comfortable that the uncertain regulatory environment surrounding CBD has settled to a point where we can operate successfully. We are optimistic that clarity on the CBD market is near term, at which time we could potentially introduce CBD into a number of our proprietary brands and private label offerings. Also during fiscal 2019, we began our packaging redesign initiative on our Harmony Bay brand.

“We believe the redesign, with its fresh look, will lift sales and appeal to a younger consumer coffee drinking demographic. This redesign, in conjunction with the launch of additional new items under the Harmony Bay brand, is one of our key initiatives for building sales in our Massachusetts facility during the upcoming months,” stated Mr. Gordon.

“Also, within the next 45 days, we will begin production of an upscale gourmet bagged coffee line for the largest supermarket chain in the New York City Tri-State area, as well as four large pack foodservice whole bean coffees for a large national cash & carry brand. These initiatives are estimated to bring in approximately $3.0 million in revenues to our Comfort Foods facility. On the private label front, we recently extended our contractual relationships with three of our largest customers for a period of one to two years, under mutually acceptable and favorable terms for all parties. The timing of these extensions was extremely fortuitous, as coffee prices have recently risen over the last several months after a prolonged slump where they remained under $1.00 per pound,” continued Mr. Gordon.

“The coffee market has finally ended its two year hibernation in bear market territory. With our sales remaining strong with new and current customers, along with the potential to launch multiple CBD products under our eight proprietary brands, we remain highly optimistic that we can reverse the results of fiscal 2019 during the upcoming year,” concluded Mr. Gordon.

AboutCoffee 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.

Forwardlooking statements

Anystatements that are not historical facts contained in this release are “forward-looking statements” within themeaning of the Private Securities Litigation Reform Act of 1995, including the Company’s outlook on the revenue growthat Steep N Brew and Comfort Foods. Forward-looking statements include statements with respect to our beliefs, plans,objectives, goals, expectations, anticipations, assumptions, estimates, intentions, and future performance, and involve knownand 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 impliedby such forward-looking statements. All statements other than statements of historical fact are statements that could beforward-looking statements. We have based these forward-looking statements upon information available to management as of thedate of this release and management’s expectations and projections about certain future events. It is possible that theassumptions made by management for purposes of such statements may not materialize. Such statements may involve risks anduncertainties, 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 productdevelopment, the results of financing efforts, the ability to complete transactions and other factors discussed from time totime 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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COFFEEHOLDING CO., INC. AND SUBSIDIARIES

CONSOLIDATEDBALANCE SHEETS

OCTOBER31, 2019 AND 2018

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			2018
- ASSETS -
CURRENT ASSETS:
Cash	2,402,556		$	4,611,384
Accounts receivable, net of allowances of 144,000 for 2019 and 2018	9,421,427			9,914,297
Inventories	18,841,225			15,271,106
Due from broker	101,031
Prepaid expenses and other current assets	587,626			578,861
Prepaid and refundable income taxes	385,934			383,206
TOTAL CURRENT ASSETS	31,739,799			30,758,854
Machinery and equipment, at cost, net of accumulated depreciation of 6,931,913 and 6,251,828<br> for 2019 and 2018, respectively	2,413,533			2,350,208
Customer list and relationships, net of accumulated amortization of 151,627 and 108,875<br> for 2019 and 2018, respectively	533,373			576,125
Trademarks and tradenames	1,488,000			1,488,000
Non-compete, net of accumulated amortization of 29,700 and 9,900 for 2019 and 2018, respectively	69,300			89,100
Goodwill	2,488,785			2,488,785
Equity method investments	86,008			89,776
Deferred income tax asset	480,473			440,325
Deposits and other assets	387,453			552,904
TOTAL ASSETS	39,686,724		$	38,834,077
- LIABILITIES AND STOCKHOLDERS’ EQUITY -
CURRENT LIABILITIES:
Accounts payable and accrued expenses	4,344,015		$	4,833,548
Line of credit	7,167,740			6,260,014
Due to broker				22,046
Note payable				70,255
Income taxes payable	100			1,505
TOTAL CURRENT LIABILITIES	11,511,855			11,187,368
Deferred income tax liabilities	872,232			882,022
Deferred rent payable	193,461			242,143
Deferred compensation payable	378,453			532,726
TOTAL LIABILITIES	12,956,001			12,844,259
Commitments and Contingencies
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, 6,494,680 shares<br> issued; 5,569,349 shares outstanding for 2019 and 2018	6,494			6,494
Additional paid-in capital	16,580,974			16,104,075
Retained earnings	13,310,169			13,404,767
Less: Treasury stock, 925,331 common shares, at<br> cost for 2019 and 2018	(4,633,560	)		(4,633,560	)
Total Coffee Holding Co., Inc. Stockholders’ Equity	25,264,077			24,881,776
Noncontrolling interest	1,466,646			1,108,042
TOTAL EQUITY	26,730,723			25,989,818
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	39,686,724		$	38,834,077

All values are in US Dollars.

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COFFEEHOLDING CO., INC. AND SUBSIDIARIES

CONSOLIDATEDSTATEMENTS OF (LOSS) / INCOME

YEARSENDED OCTOBER 31, 2019 AND 2018

			2018
NET SALES	86,467,432		$	90,655,294
COST OF SALES (which includes purchases of approximately<br> 8.3 million and 9.1 million in fiscal years 2019 and 2018, respectively, from a related party)	70,708,100			75,040,802
GROSS PROFIT	15,759,332			15,614,492
OPERATING EXPENSES:
Selling and administrative	14,504,707			12,532,329
Officers’ salaries	714,096			681,000
TOTAL	15,218,803			13,213,329
INCOME FROM OPERATIONS	540,529			2,401,163
OTHER INCOME (EXPENSE):
Interest income	11,046			13,347
Loss from equity method investments	(3,769	)		(4,867	)
Interest expense	(254,592	)		(370,705	)
TOTAL	(247,315	)		(362,225	)
INCOME BEFORE PROVISION FOR INCOME TAXES AND NON-CONTROLLING INTEREST IN<br> SUBSIDIARY	293,214			2,038,938
Provision for income taxes	29,208			511,532
NET INCOME BEFORE NON-CONTROLLING INTEREST IN SUBSIDIARY	264,006			1,527,406
Less: Net income attributable to the non-controlling<br> interest in subsidiary	(358,604	)		(468,130	)
NET (LOSS) INCOME ATTRIBUTABLE TO COFFEE HOLDING<br> CO., INC.	(94,598	)	$	1,059,276
Basic and diluted (loss) earnings per share	(.02	)	$	.19
Weighted average common shares outstanding:
Basic and diluted	5,569,349			5,691,057

All values are in US Dollars.

COFFEEHOLDING CO., INC. AND SUBSIDIARIES

CONSOLIDATEDSTATEMENTS OF CASH FLOWS

YEARSENDED OCTOBER 31, 2019 AND 2018

	2019			2018
OPERATING ACTIVITIES:
Net income	$	264,006		$	1,527,406
Adjustments to reconcile net income to net cash (used in) provided by<br> operating activities:
Depreciation and amortization		742,637			740,454
Stock-based compensation		476,899
Unrealized gain on commodities		(123,077	)		(188,816	)
Loss on equity method investments		3,768			4,867
Deferred rent		(48,682	)		1,764
Deferred income taxes		(49,938	)		151,765
Changes in operating assets and liabilities:
Accounts receivable		492,870			3,613,947
Inventories		(3,570,119	)		2,155,487
Prepaid expenses and other current assets		(8,765	)		43,877
Prepaid green coffee					171,350
Prepaid and refundable income taxes		(2,728	)		89,608
Accounts payable and accrued expenses		(489,533	)		392,713
Deposits and other assets		165,451			(11,178	)
Income taxes payable		(1,405	)		159
Net cash (used in) provided<br> by operating activities		(2,148,616	)		8,693,403
INVESTING ACTIVITIES:
Purchase of business net of cash acquired					(2,677,335	)
Distribution of funds from deferred compensation plan		(154,273	)
Purchases of machinery and equipment		(743,410	)		(383,516	)
Net cash used in investing activities		(897,683	)		(3,060,851	)
FINANCING ACTIVITIES:
Advances under bank line of credit		1,407,726			3,810,400
Purchase of treasury stock					(1,129,050	)
Principal payment on note payable		(70,255	)
Principal payments under bank line of credit		(500,000	)		(6,028,168	)
Net cash provided by (used in)<br> financing activities		837,471			(3,346,818	)
NET (DECREASE) INCREASE IN CASH		(2,208,828	)		2,285,734
CASH, BEGINNING OF YEAR		4,611,384			2,325,650
CASH, END OF YEAR	$	2,402,556		$	4,611,384

COFFEEHOLDING CO., INC. AND SUBSIDIARIES

CONSOLIDATEDSTATEMENTS OF CASH FLOWS

YEARSENDED OCTOBER 31, 2019 AND 2018

	2019		2018
SUPPLEMENTAL DISCLOSURE OF CASH FLOW DATA:
Interest paid	$	254,603	$	372,228
Income taxes paid	$	83,279	$	270,000
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
On April 24, 2018 Generations Coffee Company acquired the assets of Steep<br> & Brew, Inc.:
Accounts receivable	$	86,442
Inventory		1,116,021
Equipment		221,283
Prepaid expenses		28,913
Non-compete		99,000
Customer lists		245,000
Tradename		668,000
Goodwill		363,396
Less:Note Payable		140,510
Less: Liability assumed		10,210
Net cash paid	$	2,677,335