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): March 16, 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 March 16, 2020, Coffee Holding Co., Inc. (the “Company” or “Coffee Holding”) issued a press release disclosing certain information regarding its results of operations for the three months ended January 31, 2020. 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<br><br> <br>No.	Description
99.1	Press Release, dated March 16, 2020, issued by Coffee Holding entitled “Coffee Holding Co., Inc. Reports Results for the Three Months Ended January 31, 2020.”

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> March 16, 2020	By:	/s/ Andrew Gordon
	Name:	Andrew<br> Gordon
	Title:	President<br> and Chief Executive Officer

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Exhibit99.1

CoffeeHolding Co., Inc. Reports Results for the Three Months Ended January 31, 2020.

STATEN ISLAND, New York – March 16, 2020. Coffee Holding Co., Inc. (Nasdaq: JVA) (the “Company”) today announced its operating results for the three months ended January 31, 2020:

Net sales totaled $19,285,501 for the three months ended January 31, 2020, a decrease of $4,348,310, or 18.0%, from $23,633,811 for the three months ended January 31, 2019. The decrease in net sales was due to lower sales of green coffee during the quarter as customers slowed purchases due to the volatility in the green coffee market.

Cost of sales for the three months ended January 31, 2020 was $16,170,747, or 83.8% of net sales, as compared to $19,064,767, or 80.7% of net sales, for the three months January 31, 2019. 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 partially offset by the unrealized losses on the Company’s options and futures hedges.

Gross profit for the three months ended January 31, 2020 amounted to $4,100,591 or 21.2% of net sales excluding the effect of $985,837 of unrealized losses the Company recorded in connection with its hedging of futures and option contracts. Gross profit including the effect of the Company’s hedging activities amounted to $3,114,754 or 16.2% of net sales. Gross profit for the three months ended January 31, 2019 amounted to $5,112,193 or 21.6% of net sales excluding the effect of $543,149 of unrealized losses the Company recorded in connection with its hedging of futures and option contracts. Gross profit including the effect of the Company’s hedging activities amounted to $4,569,044 or 19.3% of net sales. The decrease in gross profits is attributable to a 22% decline in the green coffee market in the month of January 2020, which had a negative effect on the Company’s previously established positions.

Total operating expenses decreased by $203,954 to $3,675,053 for the three months ended January 31, 2020 from $3,879,007 for the three months ended January 31, 2019. Selling and administrative expenses decreased by $170,858 and officers’ salaries decreased by $33,096. The Company’s efforts to control costs through the elimination of redundancy in its operations and the elimination of certain unnecessary variable costs were the primary reasons for this decrease. These efforts were partially offset by the stock compensation expense of $248,000 and the increase in the Company’s freight costs as it increased and expanded its product distribution.

The Company had a net loss of $599,848 or $0.11 per share basic and diluted, for the three months ended January 31, 2020 compared to net income of $314,715, or $0.06 per share basic and diluted for the three months ended January 31, 2019. The decrease in net income was due primarily to the reasons described above.

“Our first quarter results are not what we had anticipated but we do not believe the results truly reflect the performance of our company during the quarter,” stated Andrew Gordon, Chief Executive Officer of Coffee Holding Co.

“The $600,000 loss was caused by our unrealized trading losses on option contracts, as we established our yearly positions to protect our large private label contracts and agreements which we solidified in the previous quarter. The coffee market dropped $0.30 per pound in the month of January, an unprecedented move that had no fundamental causation, putting our positions underwater. However, once these positions are converted into finished product for sale to our customers, we believe these losses will result in profitable sales in future periods,” continued Mr. Gordon. “The other expense component affecting the net loss was the $248,000 stock option grant expense, which is a non-cash charge to the P & L.”

“Notwithstanding these two components, operations for the quarter would have been a profit of approximately $550,000, which is an improvement over first quarter fiscal 2019, as we also realized approximately $172,000 in cost savings, including overhead this quarter.

“Additionally, our sales decline can be attributed to two factors. First, sales to our former largest green coffee customer declined by $300,000 to zero during the same period last year. Secondly, a change in the relationship of Steep & Brew’s largest customer from a vendor relationship to a brokerage relationship accounted for a decline of $1.3 million in revenue. The effect of this change in relationship resulted in a change of the characterization of these transactions on our income statement from sales to a brokerage transaction, which ultimately had no net effect on our profits during the quarter,” stated Mr. Gordon.

“The other reason for the decline in sales during the quarter was the excessive volatility in the green coffee market which caused our green coffee customers to make smaller than normal purchases due to the constant daily price fluctuations. We believe once the volatility in the market subsides, our customers will once again resume their normal buying habits.”

“Other noteworthy events during the first quarter was the new distribution agreement with a large supermarket chain in the Northeast for three of our branded items. This chain has over 150 stores and has begun purchasing our Café Caribe items and two Harmony Bay 40 oz bag items. We also renewed our loan agreement with our lender, Sterling National Bank, for an additional two years at a more favorable borrowing base which we expect will save us approximately $35,000 annually.”

“Lastly, with the recent market volatility caused by the COVID-19 virus outbreak, I want to remind our shareholders that our balance sheet remains extremely strong and we believe our working capital combined with our $14.0 million borrowing base will see us through this event,” 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 the meaningof the Private Securities Litigation Reform Act of 1995, including the Company’s outlook on the revenue growth at SteepN 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 known and unknown risks,uncertainties and other factors, which may be beyond our control, and which may cause our actual results, performance or achievementsto 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 basedthese forward-looking statements upon information available to management as of the date of this release and management’sexpectations and projections about certain future events. It is possible that the assumptions made by management for purposesof such statements may not materialize. Such statements may involve risks and uncertainties, including but not limited to thoserelating to product demand, pricing, market acceptance, hedging activities, the effect of economic conditions, intellectual propertyrights, the outcome of competitive products, risks in product development, the results of financing efforts, the ability to completetransactions and other factors discussed from time to time in the Company’s Securitiesand Exchange Commission filings. The Company undertakes no obligation to update or revise any forward-looking statementfor events or circumstances after the date on which such statement is made.

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COFFEEHOLDING CO., INC.

CONDENSEDCONSOLIDATED BALANCE SHEETS

JANUARY31, 2020 AND OCTOBER 31, 2019

			October 31, 2019
- ASSETS -
CURRENT ASSETS:
Cash	2,751,132		$	2,402,556
Accounts receivable, net of allowances of 144,000 for 2020 and 2019	8,610,176			9,421,427
Inventories	18,055,853			18,841,225
Due from broker				101,031
Prepaid expenses and other current assets	613,884			587,626
Prepaid and refundable income taxes	247,901			385,934
TOTAL CURRENT ASSETS	30,278,946			31,739,799
Machinery and equipment, at cost, net of accumulated depreciation of 7,104,068 and 6,931,913 for 2020 and 2019, respectively	2,340,159			2,413,533
Customer list and relationships, net of accumulated amortization of 162,315 and 151,627 for 2020 and 2019, respectively	522,685			533,373
Trademarks and tradenames	1,488,000			1,488,000
Non-compete, net of accumulated amortization of 34,650 and 29,700 for 2020 and 2019, respectively	64,350			69,300
Goodwill	2,488,785			2,488,785
Equity method investments	84,696			86,008
Deferred income tax asset	649,725			480,473
Right of Use Asset	2,405,061
Deposits and other assets	382,480			387,453
TOTAL ASSETS	40,704,887		$	39,686,724
- LIABILITIES AND STOCKHOLDERS’ EQUITY -
CURRENT LIABILITIES:
Accounts payable and accrued expenses	3,707,669		$	4,344,015
Line of credit	5,867,840			7,167,740
Note payable – current portion	4,440			-
Lease liability – current portion	483,042
Due to broker	884,806			-
Income taxes payable	317			100
TOTAL CURRENT LIABILITIES	10,948,114			11,511,855
Deferred income tax liabilities	828,382			872,232
Deferred rent payable				193,461
Lease liability	2,104,974
Note payable – long term	22,367
Deferred compensation payable	373,480			378,453
TOTAL LIABILITIES	14,277,317			12,956,001
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 issued; 5,569,349 shares outstanding for 2020 and 2019	6,494			6,494
Additional paid-in capital	16,829,005			16,580,974
Retained earnings	12,710,321			13,310,169
Less: Treasury stock, 925,331 common shares, at cost for 2020 and 2019	(4,633,560	)		(4,633,560	)
Total Coffee Holding Co., Inc. Stockholders’ Equity	24,912,260			25,264,077
Noncontrolling interest	1,515,310			1,466,646
TOTAL EQUITY	26,427,570			26,730,723
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	40,704,887		$	39,686,724

All values are in US Dollars.

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COFFEEHOLDING CO., INC.

CONDENSEDCONSOLIDATED STATEMENTS OF OPERATIONS/(LOSS)

THREEMONTHS ENDED JANUARY 31, 2020 AND 2019

(Unaudited)

			2019
NET SALES	19,285,501		$	23,633,811
COST OF SALES (which includes purchases of approximately 1.3 million<br> and 1.8 million in fiscal years 2020 and 2019, respectively, from a related party)	16,170,747			19,064,767
GROSS PROFIT	3,114,754			4,569,044
OPERATING EXPENSES:
Selling and administrative	3,504,803			3,675,661
Officers’ salaries	170,250			203,346
TOTAL	3,675,053			3,879,007
(LOSS) INCOME FROM OPERATIONS	(560,299	)		690,037
OTHER INCOME (EXPENSE):
Interest income	744			1,787
(Loss) gain from equity method investments	(1,311	)		105
Interest expense	(55,734	)		(66,240	)
TOTAL	(56,301	)		(64,348	)
(LOSS) INCOME BEFORE PROVISION FOR INCOME TAXES AND NON-CONTROLLING INTEREST IN SUBSIDIARY	(616,600	)		625,689
(Benefit) provision for income taxes	(65,416	)		125,920
NET (LOSS) INCOME BEFORE NON-CONTROLLING INTEREST IN SUBSIDIARY	(551,184	)		499,769
Less: Net income attributable to the non-controlling interest in subsidiary	(48,664	)		(185,054	)
NET (LOSS) INCOME ATTRIBUTABLE TO COFFEE HOLDING CO., INC.	(599,848	)	$	314,715
Basic and diluted (loss) earnings per share	(.11	)	$	.06
Weighted average common shares outstanding:
Basic and diluted	5,569,349			5,569,349

All values are in US Dollars.

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COFFEEHOLDING CO., INC.

CONDENSEDCONSOLIDATED STATEMENTS OF CASH FLOWS

THREEMONTHS ENDED JANUARY 31, 2020 AND 2019

(Unaudited)

	2020			2019
OPERATING ACTIVITIES:
Net (loss) income	$	(551,184	)	$	499,769
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		187,793			176,343
Stock-based compensation		248,031
Unrealized loss on commodities		985,837			543,149
Loss on equity method investments		1,312			(105	)
Deferred rent		-			(12,051	)
Amortization of right to use asset		106,961			-
Deferred income taxes		(213,102	)		(114,938	)
Changes in operating assets and liabilities:
Accounts receivable		811,251			706,566
Inventories		785,372			(127,639	)
Prepaid expenses and other current assets		(26,258	)		28,778
Prepaid and refundable income taxes		138,033			210,491
Accounts payable and accrued expenses		(636,345	)		(1,028,105	)
Change in lease liability		(117,468	)		-
Deposits and other assets					(88,160	)
Income taxes payable		217			18,409
Net cash provided by operating activities		1,720,450			812,507
INVESTING ACTIVITIES:
Purchases of machinery and equipment		(71,974	)		(133,511	)
Net cash used in investing activities		(71,974	)		(133,511	)
FINANCING ACTIVITIES:
Advances under bank line of credit		600,100			7,426
Principal payments under bank line of credit		(1,900,000	)		(500,000	)
Net cash used in financing activities		(1,299,900	)		(492,574	)
NET INCREASE IN CASH		348,576			186,422
CASH, BEGINNING OF PERIOD		2,402,556			4,611,384
CASH, END OF PERIOD	$	2,751,132		$	4,797,806
	2020		2019
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SUPPLEMENTAL DISCLOSURE OF CASH FLOW DATA:
Interest paid	$	61,906	$	66,943
Income taxes paid	$	9,436	$	11,958
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Initial recognition of operating lease right of use asset	$	2,512,022
Initial recognition of operating lease liabilities	$	2,705,484
Machinery and equipment acquired through financing	$	26,807