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 17, 2021

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 17, 2021, Coffee Holding Co., Inc. (the “Company” or “Coffee Holding”) issued a press release disclosing certain information regarding its results of operations for the fiscal period ended January 31, 2021. 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 March 17, 2021, issued by Coffee Holding entitled “Coffee Holding Co., Inc. Reports Results Three Months Ended January 31, 2021.”

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 17, 2021	By:	/s/ Andrew Gordon
	Name:	Andrew<br> Gordon
	Title:	President<br> and Chief Executive Officer

Exhibit99.1

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CoffeeHolding Co., Inc. Reports Results for Three Months Ended January 31, 2021

STATENISLAND, New York – March 17, 2021. Coffee Holding Co., Inc. (Nasdaq: JVA) (the “Company”) today announced its operating results for the three months ended January 31, 2021:

NetSales. Net sales totaled $18,133,837 for the three months ended January 31, 2021, a decrease of $1,151,664, or 6%, from $19,285,501 for the three months ended January 31, 2020. The decrease in net sales was due to the COVID-19 pandemic which caused many of the Company’s green coffee customers who service the restaurant and food service industries to either remain closed or suspend their business operations during the period resulting in lost revenues from that segment of the Company’s customer base.

Costof Sales. Cost of sales for the three months ended January 31, 2021 was $13,654,169, or 75.3% of net sales, as compared to $16,170,747, or 83.8% of net sales, for the three months January 31, 2020. 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 its favorable green coffee position and hedging.

GrossProfit. Gross profit for the three months ended January 31, 2021 amounted to $4,479,668 or 24.7% of net sales, as compared to $3,114,754 or 16.2% of net sales, for the three months ended January 31, 2020. The increase in gross profits was attributable to increased margins on the Company’s roasted and branded products partially due to the movement of lower cost green coffee inventory built up in previous quarters.

OperatingExpenses. Total operating expenses decreased by $361,767 to $3,313,286 for the three months ended January 31, 2021 from $3,675,053 for the three months ended January 31, 2020. Selling and administrative expenses decreased by $344,743 and officers’ salaries decreased by $17,024. 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 stock compensation expense of $189,000 and the increase in the Company’s freight costs as it increased and expanded its product distribution.

NetIncome. The Company had net income of $677,312 or $0.12 per share basic and diluted, for the three months ended January 31, 2021 compared to a net loss of $599,848, or $0.11 per share basic and diluted for the three months ended January 31, 2020. The increase in net income was due primarily to the reasons described above.

“We are pleased to begin the new fiscal year by reporting a big improvement in our operating results,” stated Andrew Gordon, Chief Executive Officer of Coffee Holding Co. “With last quarter’s inventory write-downs from our Generations/Steep & Brew subsidiary behind us, we were able to earn net income of $677,312, or $0.12 a share, as our profit margins improved substantially compared to last quarter. Adjusted EBITDA was $1,443,183 in the current quarter. With the price of green coffee at three year highs, we are no longer experiencing the downward pricing pressure of the previous three years which saw coffee prices languish below a $1 per pound for extended periods of time,” continued Mr. Gordon. “Those low commodity prices had a negative impact on the margins of our sales of green unroasted beans as well as forcing us to discount prices of our private label and branded products to remain competitive in a low priced national retail coffee environment.

“In addition, during the first quarter of 2021, we also reduced our operating expenses by approximately 10% as our past efforts to control costs had a positive impact on our operations during the quarter. We also were able to absorb the stock option compensation expense of $189,000 incurred during this quarter, and with only two quarters of expenses remaining, we are two thirds of the way home to eliminating this expense which resulted from our previous grant of stock options under our option plan,” said Mr. Gordon.

“Although sales decreased by approximately 6% compared to the first quarter of last year, we believe that as businesses continue to reopen, and the new customers we were able to attract over the last several months, we will begin to see a return of positive quarter over quarter revenue growth.

“Lastly, we have nearly completed our initial testing of our CBD infused single serve cups and are hopeful that we will be able to begin offering these for sale to our customers during the second calendar quarter of 2021,” 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 and the Company’soutlook on the launch of CBD-infused coffee and functional beverages. Forward-looking statements include statements with respectto 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 ouractual results, performance or achievements to be materially different from future results, performance or achievements expressedor implied by such forward-looking statements. All statements other than statements of historical fact are statements that couldbe forward-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 and uncertainties,including but not limited to those relating to product demand, pricing, market acceptance, hedging activities, the effect of economicconditions, the effect of any pandemics including the one caused by Covid-19, intellectual property rights, the outcome of competitiveproducts, risks in product development, the results of financing efforts, the ability to complete transactions and other factorsdiscussed from time to time in the Company’s Securities and Exchange Commission filings. The Company undertakes no obligationto update or revise any forward-looking statement for events or circumstances after the date on which such statement is made.

CompanyContact

Coffee Holding Co., Inc.

Andrew Gordon

President & CEO

718-832-0800

COFFEEHOLDING CO., INC.

CONDENSEDCONSOLIDATED BALANCE SHEETS

JANUARY31, 2021 AND OCTOBER 31, 2020

			October 31, 2020
- ASSETS -
CURRENT ASSETS:
Cash	2,728,781		$	2,875,120
Accounts receivable, net of allowances of 144,000 for 2021 and 2020	7,808,453			7,408,905
Inventories	15,699,299			17,102,993
Prepaid expenses and other current assets	509,654			490,246
Prepaid and refundable income taxes	60,191			145,305
TOTAL CURRENT ASSETS	26,806,378			28,022,569
Machinery and equipment, at cost, net of accumulated depreciation of 7,763,417 and 7,610,864 for 2021 and 2020, respectively	2,110,917			2,197,319
Customer list and relationships, net of accumulated amortization of 205,067 and 194,379 for 2021 and 2020, respectively	479,933			490,621
Trademarks and tradenames	1,488,000			1,488,000
Non-compete, net of accumulated amortization of 54,450 and 49,500 for 2021 and 2020, respectively	44,550			49,500
Goodwill	2,488,785			2,488,785
Equity method investments	558,807			561,405
Deferred income tax asset	664,276			782,175
Right of Use Asset	2,001,641			2,114,228
Deposits and other assets	275,097			285,548
TOTAL ASSETS	36,918,384		$	38,480,150
- LIABILITIES AND STOCKHOLDERS’ EQUITY -
CURRENT LIABILITIES:
Accounts payable and accrued expenses	3,745,026		$	3,036,097
Lease liability – current portion	360,119			484,163
Note payable – current portion	3,829			5,075
Due to broker	37,250			452,325
Income taxes payable	120,782			5,371
TOTAL CURRENT LIABILITIES	4,267,006			3,983,031
Deferred income tax liabilities	945,332			882,582
Line of credit	952,732			3,796,822
Lease liability	1,780,306			1,780,306
Note payable – long term	17,292			17,292
Deferred compensation payable	266,097			276,548
TOTAL LIABILITIES	8,228,765			10,736,581
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, 6,633,930 shares issued for 2021 and 2020; 5,708,599 shares outstanding for 2021 and 2020	6,634			6,634
Additional paid-in capital	18,119,492			17,929,724
Retained earnings	13,893,180			13,215,868
Less: Treasury stock, 925,331 common shares, at cost for 2021 and 2020	(4,633,560	)		(4,633,560	)
Total Coffee Holding Co., Inc. Stockholders’ Equity	27,385,746			26,518,666
Noncontrolling interest	1,303,873			1,224,903
TOTAL EQUITY	28,689,619			27,743,569
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	36,918,384		$	38,480,150

All values are in US Dollars.

COFFEEHOLDING CO., INC.

CONDENSEDCONSOLIDATED STATEMENTS OF OPERATIONS

THREEMONTHS ENDED JANUARY 31, 2021 AND 2020

(Unaudited)

			2020
NET SALES	18,133,837		$	19,285,501
COST OF SALES (which includes purchases of approximately 0.7 million<br> and 1.3 million in fiscal years 2021 and 2020, respectively, from a related party)	13,654,169			16,170,747
GROSS PROFIT	4,479,668			3,114,754
OPERATING EXPENSES:
Selling and administrative	3,160,060			3,504,803
Officers’ salaries	153,226			170,250
TOTAL	3,313,286			3,675,053
INCOME (LOSS) FROM OPERATIONS	1,166,382			(560,299	)
OTHER INCOME (EXPENSE):
Interest income	410			744
Loss from equity method investments	(2,598	)		(1,311	)
Interest expense	(26,669	)		(55,734	)
TOTAL	(28,857	)		(56,301	)
INCOME (LOSS) BEFORE PROVISION (BENEFIT) FOR INCOME TAXES AND NON-CONTROLLING INTEREST IN SUBSIDIARY	1,137,525			(616,600	)
Provision (benefit) for income taxes	381,243			(65,416	)
NET INCOME (LOSS) BEFORE NON-CONTROLLING INTEREST IN SUBSIDIARY	756,282			(551,184	)
Less: Net income attributable to the non-controlling interest in subsidiary	(78,970	)		(48,664	)
NET INCOME (LOSS) ATTRIBUTABLE TO COFFEE HOLDING CO., INC.	677,312		$	(599,848	)
Basic and diluted earnings (loss) earnings per share	.12		$	(.11	)
Weighted average common shares outstanding:
Basic and diluted	5,708,599			5,569,349

All values are in US Dollars.

COFFEEHOLDING CO., INC.

CONDENSEDCONSOLIDATED STATEMENTS OF CASH FLOWS

THREEMONTHS ENDED JANUARY 31, 2021 AND 2020

(Unaudited)

	2021			2020
OPERATING ACTIVITIES:
Net income (loss)	$	756,282		$	(551,184	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		168,191			187,793
Stock-based compensation		189,768			248,031
Unrealized (gain) loss on commodities		(415,075	)		985,837
Loss on equity method investments		2,598			1,311
Amortization of right to use asset		112,587			106,961
Change in lease liability		(124,044	)		(117,468	)
Deferred income taxes		180,649			(213,102	)
Changes in operating assets and liabilities:
Accounts receivable		(399,548	)		811,251
Inventories		1,403,694			785,372
Prepaid expenses and other current assets		(19,408	)		(26,258	)
Prepaid and refundable income taxes		85,114			138,033
Accounts payable and accrued expenses		708,929			(636,344	)
Income taxes payable		115,411			217
Net cash provided by operating activities		2,765,148			1,720,450
INVESTING ACTIVITIES:
Purchases of machinery and equipment		(66,151	)		(71,974	)
Net cash used in investing activities		(66,151	)		(71,974	)
FINANCING ACTIVITIES:
Advances under bank line of credit		910			600,100
Principal payments on note payable		(1,246	)
Principal payments under bank line of credit		(2,845,000	)		(1,900,000	)
Net cash used in financing activities		(2,845,336	)		(1,299,900	)
NET (DECREASE) INCREASE IN CASH		(146,339	)		348,576
CASH, BEGINNING OF PERIOD		2,875,120			2,402,556
CASH, END OF PERIOD	$	2,728,781		$	2,751,132

RECONCILIATIONOF NON-GAAP FINANCIAL MEASURE

To supplement Coffee Holding’s consolidated financial statements presented in accordance with U.S. GAAP, Coffee Holding uses a non-GAAP measure, Earnings Before Interest, Income taxes (benefits), Depreciation and Amortization adjusted for stock compensation expense (adjusted EBITDA). This non-GAAP measure is provided to enhance overall understanding of Coffee Holding’s current financial performance. Reconciliation of the nearest GAAP measure to adjusted EBITDA follows:

Net income (GAAP measure)	$	677,312
Add back: <br>Interest expense		26,669
Income tax		381,243
Depreciation and amortization		168,191
Stock compensation		189,768
Total adjusted EBITDA	$	1,443,183

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