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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 
Washington, DC 20549
 
Form 10-K
 
þ
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended October 31, 2013
 
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from ____________ to _______________.
 
Commission file number:  001-32491
 
COFFEE HOLDING CO., INC.
(Exact name of registrant as specified in its charter)
 
Nevada
 
11-2238111
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer 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
 
Securities registered under Section 12(b) of the Act:
 
Title of each class:
 
Name of each exchange on which registered:
Common Stock, Par Value $0.001 Per Share
 
Nasdaq Capital Market

Securities registered under Section 12(b) of the Exchange Act:
 
None
 
Indicate by check mark if registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No þ
 
Indicate by check mark if registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o  Noþ
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ  No o
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained in, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.  See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.  (Check one):
 
Large accelerated filer
o
Non-accelerated filer
o
Accelerated filer
o
Smaller Reporting Company
þ
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No þ
 
The aggregate market value of the common equity held by non-affiliates of the registrant, computed by reference to the closing price of the registrant’s common stock on the Nasdaq Capital Market on April 30, 2013, was $38,799,482.
 
As of January 23, 2014, the registrant had 6,372,309 shares of common stock, par value $0.001 per share, outstanding.
 
Documents incorporated by reference
 
Portions of the registrant’s proxy statement for the 2014 annual meeting of stockholders to be filed pursuant to Regulation 14A within 120 days after the registrant’s fiscal year ended October 31, 2013, are incorporated by reference in Part III of this Form 10-K.
 


 
 
 
 
 
 
TABLE OF CONTENTS
 
     
Page
 
PART I
      3  
           
ITEM 1.
BUSINESS
    3  
ITEM 1A.
RISK FACTORS
    9  
ITEM 1B.
UNRESOLVED STAFF COMMENTS
    15  
ITEM 2.
PROPERTIES
    15  
ITEM 3.
LEGAL PROCEEDINGS
    16  
ITEM 4.
MINE SAFETY DISCLOSURES
    16  
           
PART II
      17  
           
ITEM 5.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
    17  
ITEM 6.
SELECTED FINANCIAL DATA
    18  
ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
    19  
ITEM 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    24  
ITEM 8.
 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
    24  
ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
    25  
ITEM 9A.
CONTROLS AND PROCEDURES 
    25  
ITEM 9B.
OTHER INFORMATION
    26  
           
 PART III
      27  
           
ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
    27  
ITEM 11.
EXECUTIVE COMPENSATION
    27  
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
    27  
ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
    27  
ITEM 14.
PRINCIPAL ACCOUNTING FEES AND SERVICES
    27  
           
PART IV
      28  
           
ITEM 15.
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
    28  
           
SIGNATURES
      30  
           
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS 
    F-1  
 
 
 
2

 
 
PART I
 
ITEM 1.                        BUSINESS
 
General Overview
 
Products and Operations.  We are an integrated wholesale coffee roaster and dealer in the United States.  Our core products can be divided into three categories:
 
   Wholesale Green Coffee:  unroasted raw beans imported from around the world and sold to large and small roasters and coffee shop operators;
 
    Private Label Coffee:  coffee roasted, blended, packaged and sold under the specifications and names of others, including supermarkets that want to have their own brand name on coffee to compete with national brands; and
 
    Branded Coffee: coffee roasted and blended to our own specifications and packaged and sold under our seven proprietary and licensed brand names in different segments of the market.
 
Our private label and branded coffee products are sold throughout the United States and Canada to supermarkets, wholesalers, and individually owned and multi-unit retail customers.  Our unprocessed green coffee, which includes over 90 specialty coffee offerings, is sold to specialty gourmet roasters.
 
We conduct our operations in accordance with strict freshness and quality standards.  All of our private label and branded coffees are produced from high quality coffee beans that are deep roasted for full flavor using a slow roasting process that has been perfected utilizing our more than thirty years of experience in the coffee industry.  In order to ensure freshness, our products are delivered to our customers within 72 hours of roasting.  We believe that our long history has enabled us to develop a loyal customer base.
  
Our corporate offices are located at 3475 Victory Boulevard, Staten Island, New York 10314.  Our telephone number is (718) 832-0800 and our website address is www.coffeeholding.com.  The information on our website is not incorporated by reference into this Annual Report on Form 10-K.
 
Our Competitive Strengths
 
To achieve our growth objectives described below, we intend to leverage the following competitive strengths:

Positioned to Profitably Grow Through Varying Cycles of the Coffee Market. We believe that we are one of the few coffee companies to offer a broad array of branded and private label roasted ground coffees and wholesale green coffee across the spectrum of consumer tastes, preferences and price points.  While many of our competitors engage in distinct segments of the coffee business, we sell products in each of the following areas:
 
                        Retail branded coffee;
                        Mainstream retail private label coffee;
                       Specialty retail coffees both private label and branded;
                       Wholesale specialty green and gourmet whole bean coffees;
                         Food service;
                         Instant coffees; and
                         Niche products.
                         
Our branded and private label roasted ground coffees are sold at competitive and value price levels while some of our other branded and specialty coffees are sold predominantly at premium price levels.  Premium price level coffee is high-quality gourmet coffee, such as AA Arabica coffee, which sell at a substantial premium over traditional retail canned coffee, while competitive and value price level coffee is mainstream or traditional canned coffee.  Because of this diversification, we believe that our profitability is not dependent on any one area of the coffee industry and, therefore, is less sensitive than our competition to potential coffee commodity price and overall economic volatility.
 
Wholesale Green Coffee Market Presence.  As a large roaster-dealer of green coffee, we believe that we are favorably positioned to increase our specialty coffee sales.  Since 1998, we have increased the number of our wholesale green coffee customers, including coffee houses, single store operators, mall coffee stores and mail order sellers, by 286% from 150 to 429.  We are a charter member of the Specialty Coffee Association of America and one of the largest distributors of Swiss Water Processed Decaffeinated Coffees along the East Coast.  In addition, although we do not have any formalized, material agreements or long-term contracts with Green Mountain Coffee Roasters (“GMCR”), we have a 20-year relationship with GMCR, our largest wholesale green coffee customer.  Our over 40 years of experience as a roaster and a dealer of green coffee allows us to provide our roasting experience as a value added service to our gourmet roaster customers.  The assistance we provide to our customers includes training, coffee blending and market identification.  We believe that our relationships with wholesale green coffee customers and our focus on selling green coffee as a wholesaler has enabled us to participate in the growth of the specialty coffee market while mitigating the risks associated with the competitive retail specialty coffee environment.
 
 
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Diverse Portfolio of Differentiated Branded Coffees.  We have amassed a portfolio of five proprietary name brands sold to supermarkets, wholesalers and individually owned stores in the United States, including brands for specialty espresso, Latin espresso, Italian espresso, 100% Colombian coffee and blended coffee.  In addition, we have entered into a licensing agreement with Del Monte Corporation for the exclusive right to use the S&W and IL CLASSICO trademarks in the United States and other countries approved by Del Monte Corporation in connection with the production, manufacture and sale of roasted whole bean and ground coffee for distribution to retail customers.  We plan to broaden our customer base and increase penetration with existing customers by expanding the S&W label from a well-known brand on the West Coast to a well-known brand throughout the United States.  Our existing portfolio of differentiated brands combined with our management expertise serve as a platform to add additional name brands through acquisition or licensing agreements which target product niches and segments that do not compete with our existing brands.
 
Management Has Extensive Experience in the Coffee Industry.  We have been a family-operated business for three generations.  Throughout this time, we have remained strong through varying cycles in the coffee industry and the economy.  Andrew Gordon, our President, Chief Executive Officer, Chief Financial Officer and Treasurer, and David Gordon, our Executive Vice President – Operations, have worked with Coffee Holding for 31 and 33 years, respectively.  David Gordon is an original member of the Specialty Coffee Association of America.  We believe that our employees and management are dedicated to our vision and mission, which is to produce high quality products, as well as to provide quality and responsive service to our customers.
 
Our Growth Strategy
 
We believe that significant growth opportunities exist by selectively pursuing strategic acquisitions and alliances, targeting the rapidly growing Hispanic market in the United States, increasing penetration with existing customers by adding new products, and developing our food service business.  By capitalizing on this strategy, we hope to continue to grow our business with our commitment to quality and personalized service to our customers.  We do not intend to compete on price alone nor do we intend to expand sales at the expense of profitability.
 
Selectively Pursue Strategic Acquisitions and Alliances.  We have expanded our operations by acquiring coffee companies, entering into strategic alliances and acquiring or licensing brands, which complement our business objectives and we intend to continue to seek such opportunities.  
 
Grow Our Cafe Caribe and Cafe Supremo Products.  The Hispanic population in the United States is the fastest growing and now represents the largest minority demographic in the United States.  We believe there is significant opportunity for our Café Caribe and Café Supremo brands to gain market share among Hispanic consumers in the United States.  Café Caribe, which has historically been our leading brand by poundage, is a specialty espresso coffee that targets espresso coffee drinkers and, in particular, Hispanic consumers.  Café Supremo is a specialty espresso coffee which is priced for the more price sensitive Hispanic espresso coffee drinker.
 
Further Market Penetration of Our Niche Products.  We intend to capture additional market share through our existing distribution channels by selectively adding or introducing new brand names and products across multiple price points, including:
 
                        Specialty blends;
                        Private label “value” blends and trial-sized mini-brick packages and
                        Specialty instant coffees.
  
Develop Our Food Service Business.  We plan to expand further into the food service business by developing new distribution channels for our products.  Currently, we have a limited presence in the food service market.  Food service coffee products tend to have a higher gross profit margin than our traditional supermarket product retail offerings.  We have expanded our food service offerings to include instant cappuccinos, tea products and an equipment program for our customers.  We attend various annual trade shows held by different buying groups, which provide us a national audience to market our food service products.

Expansion into China and other Pacific Rim Countries.  During 2013, we (i) introduced our Don Manuel brand for sale in the Shanghai market, (ii) commenced sales of green coffee into China and (iii) continued to build upon prior sales of our S&W coffee in the Far East.  We intend to pursue opportunities to increase sales of our green coffee, private label coffee and branded coffee in the Far East.
 
 
4

 
 
Our Core Products
 
 Our core products can be divided into three categories:
 
                Wholesale Green Coffee: unroasted raw beans imported from around the world and sold to large, medium and small roasters and coffee shop operators;
 
               Private Label Coffee: coffee roasted, blended, packaged and sold under the specifications and names of others, including supermarkets that want to have their own brand name on coffee to compete with national brands; and
 
               Branded Coffee: coffee roasted and blended to our own specifications and packaged and sold under our seven proprietary and licensed brand names in different segments of the market.
 
Wholesale Green Coffee.  The specialty coffee market represents the fastest growing area of our industry.  The number of gourmet coffee houses have been increasing in all areas of the United States.  The growth in specialty coffee sales has created a marketplace for higher quality and differentiated products, which can be priced at a premium in the marketplace.  As a large roaster-dealer of green coffee, we are favorably positioned to increase our specialty coffee sales.  We sell green coffee beans to small roasters and coffee shop operators located throughout the United States and carry over approximately 90 different varieties.  Specialty green coffee beans are sold unroasted, direct from warehouses to small roasters and gourmet coffee shop operators, which then roast the beans themselves.  We sell from as little as one bag (132 pounds) to a full truckload (44,000 pounds) of specialty green coffee beans, depending on the size and need of the customer.  We believe that we can increase sales of wholesale green coffee without an increase in infrastructure as well as not venturing into the highly competitive retail specialty coffee environment and utilizing our current strategy we can be as profitable or more profitable than our competitors in this segment by selling “one bag at a time” rather than “one cup at a time.”
 
Private Label Coffee.  We roast, blend, package and sell coffee under private labels for companies throughout the United States and Canada.  Our private label coffee is sold in cans, brick packages and instants in a variety of sizes.  As of October 31, 2013, we supplied coffee under approximately 32 different labels to wholesalers and retailers. We produce private label coffee for customers who desire to sell coffee under their own name but do not want to engage in the manufacturing process.  Our private label customers seek a quality similar to the national brands at a lower cost, which represents a better value for the consumer.
 
Branded Coffee.  We roast and blend our branded coffee according to our own recipes and package the coffee at our facilities in La Junta, Colorado and Brecksville, Ohio.  We then sell the packaged coffee under our brand labels to supermarkets, wholesalers and individually-owned stores throughout the United States.
 
We hold trademarks for each of our proprietary name brands and have the exclusive right to use the S&W, IL CLASSICO brand names in the United States in connection with the production, manufacture and sale of roasted whole bean and ground coffee for distribution at the retail level.  For further information regarding our trademark rights, see “Business—Trademarks.”
 
Each of our name brands is directed at a particular segment of the coffee market.  Our branded coffees are:
 
Cafe Caribe is a specialty espresso coffee that targets espresso coffee drinkers and, in particular, the Hispanic consumer market;
 
S&W is an upscale canned coffee established in 1921 and includes Premium, Premium Decaf, French Roast, Colombian, Colombian Decaf, Swiss Water Decaf, Kona, Mellow’d Roast and IL CLASSICO lines;
 
Cafe Supremo is a specialty espresso that targets espresso drinkers of all backgrounds and tastes.  It is designed to introduce coffee drinkers to the tastes of dark roasted coffee;
 
Don Manuel is produced from the finest 100% Colombian coffee beans.  Don Manuel is an upscale quality product which commands a substantial premium compared to the more traditional brown coffee blends.  We also use this known trademark in our food service business because of the high brand quality;
 
 
5

 
 
Fifth Avenue is a blended coffee that has become popular as an alternative for consumers who purchase private label or national branded coffee.  We also market this brand to wholesalers who do not wish to undertake the expense of developing a private label coffee program under their own name;
 
Via Roma is an Italian espresso targeted at the more traditional espresso drinker; and
 
Il CLASSICO is an S&W brand espresso product.
 
 Other Products
 
We also offer several niche products, including:
 
          trial-sized mini-brick coffee packages and                                                                                                            
          specialty instant coffees.
             
Raw Materials
 
 Coffee is a commodity traded on the Commodities and Futures Exchange subject to price fluctuations.  Over the past five years, the average price per pound of coffee beans ranged from approximately $1.03 to $3.05.  The price for coffee beans on the commodities market as of October 31, 2013 and 2012 were $1.08 and $1.66 per pound, respectively.  Specialty green coffee, unlike most coffee, is not tied directly to the commodities cash markets.  Instead, it tends to trade on a negotiated basis at a substantial premium over commodity coffee pricing, depending on the origin, supply and demand at the time of purchase.  We are a licensed Fair Trade dealer for Fair Trade certified coffee.  Fair Trade certified coffee helps small coffee farmers increase their incomes and improve the prospects of their communities and families by guaranteeing farmers a minimum price of ten cents above the current market price.  Our Ohio Facility operated by GCC is certified organic by the Organic Crop Improvement Association (OCIA).  All of our specialty green coffees, as well as all of the other coffees we import for roasting, are subject to multiple levels of quality control.
 
 We purchase our green coffee from dealers located primarily within the United States.  The dealers supply us with coffee beans from many countries, including Colombia, Mexico, Kenya, Indonesia, Brazil and Uganda.  For the fiscal years ended 2013 and 2012, approximately 75% and 80% of all of our green coffee purchases were from ten suppliers.  One of these suppliers, Rothfos Corporation, accounted for approximately $31.2 million or 25% in 2013, and $31.9 million or 19% in 2012, of our total product purchases.  An employee of Rothfos Corporation is one of our directors.  We do not have any formalized, material agreements or long-term contracts with any of these suppliers.  Rather, our purchases are typically made pursuant to individual purchase orders.  We do not believe that the loss of any one supplier, including Rothfos, would have a material adverse effect on our operations due to the availability of alternate suppliers.
 
 The supply and price of coffee beans are subject to volatility and are influenced by numerous factors which are beyond our control.  Supply and price can be affected by factors such as weather, politics and economics within the countries that export coffee.  Increases in the cost of coffee beans can, to a certain extent, be passed on to our customers in the form of higher prices for coffee beans and processed coffee.  Drastic or prolonged increases in coffee prices may also adversely impact our business as it could lead to a decline in overall consumption of coffee.  Similarly, rapid decreases in the cost of coffee beans may force us to lower our sale prices before realizing cost reductions in our purchases.
 
 We subject all of our private unroasted green coffee to both a pre-shipment sample approval and an additional sample approval upon arrival into the United States.  Once the arrival sample is approved, we then bring the coffee to one of our facilities to roast and blend according to our own strict specifications.  During the roasting and blending process, samples are pulled off the production line and tested on an hourly basis to ensure that each batch roasted is consistent with the others and meets the strict quality standards demanded by our customers and us.
 
Our Use of Derivatives
 
 The supply and price of coffee beans are subject to volatility and are influenced by numerous factors which are beyond our control.  We have used and continue to use short-term coffee futures and options contracts for the purpose of hedging the effects of changing green coffee prices.  In addition, we acquire futures contracts with longer terms, generally three to four months, for the purpose of guaranteeing an adequate supply of green coffee.  Realized and unrealized gains or losses on options and futures contracts are reflected in our cost of sales.  Gains on options and futures contracts reduce our cost of sales and losses on options and futures contracts increase our cost of sales.  The use of these derivative financial instruments has generally enabled us to mitigate the effect of changing prices. However, no strategy can entirely eliminate pricing risks and we generally remain exposed to losses on futures contracts when prices decline significantly in a short period of time and we would generally remain exposed to supply risk in the event of non-performance by the counterparties to any futures contracts.  Failure to properly design and implement an effective hedging strategy may materially adversely affect our business and operating results.  If the hedges that we enter do not adequately offset the risks of coffee bean price volatility or our hedges result in losses, our cost of sales may increase, resulting in a decrease in profitability or increased losses.  See "Quantitative and Qualitative Disclosures About Market Risk—Commodity Price Risks."
 
 
6

 
 
Trademarks
 
 We hold trademarks, registered with the United States Patent and Trademark Office, for all seven of our proprietary coffee brands and an exclusive license for S&W, IL CLASSICO brands for sale in the United States.  Trademark registrations are subject to periodic renewal and we anticipate maintaining our registrations.  We believe that our brands are recognizable in the marketplace and that brand recognition is important to the success of our branded coffee business.
 
Customers
 
 We sell our private label and our branded coffee to some of the largest retail and wholesale customers in the United States (according to Supermarket News). We sell wholesale green coffee to Green Mountain Coffee Roasters “GMCR”.  Sales to GMCR accounted for approximately $80.1 million or 60% of our net sales for the fiscal year ended October 31, 2013 and $108.9 million or 62% for the fiscal year ended October 31, 2012.
 
 Although our agreements with wholesale customers generally contain only pricing terms, our contracts with certain customers also contain minimum and maximum purchase obligations at fixed prices.  Because our profits on a fixed-price contract could decline if coffee prices increased, we acquire futures contracts with longer terms (generally three to four months) primarily for the purpose of guaranteeing an adequate supply of green coffee at favorable prices.  Although the use of these derivative financial instruments has generally enabled us to mitigate the effect of changing prices, no strategy can entirely eliminate pricing risks or increased losses and we generally remain exposed to losses on futures contacts when prices decline significantly in a short period of time, and we would generally remain exposed to supply risk in the event of non-performance by the counterparties to any futures contracts.  See “- Our Use of Derivatives”
 
Marketing
 
 We market our private label and wholesale coffee through trade shows, industry publications, face-to-face contact and through the use of our internal sales force and non-exclusive independent food and beverage sales brokers.  We also use our web site (www.coffeeholding.com) as a method of marketing our coffee products and ourselves.
 
 For our private label and branded coffees, we will, from time to time, in conjunction with retailers and with wholesalers, conduct in-store promotions, such as product demonstrations, coupons, price reductions, two-for-one sales and new product launches to capture changing consumer taste preferences for upscale canned coffees.
 
 We evaluate opportunities for growth consistent with our business objectives.  In addition, we have established relationships with independent sales brokers to market our products across the United States, in areas of the country where we have not had a high penetration of sales and Canada.  We utilize our in-house sales personnel to market our private label brands.  We intend to capture additional market share in our existing distribution channels by selectively adding or introducing new brand names and products across multiple price points, including niche specialty blends, private label “value” blends and mini-brick, filter packages, and peripheral products.
 
Charitable Activities
 
 We are also a supporter of several coffee-oriented charitable organizations and during fiscal 2013 and 2012, we donated approximately $47,000 and $48,000, respectively to charities.
 
    ●          For over 18 years, we have been members of Coffee Kids, an international non-profit organization that helps to improve the quality of life of children and their families in coffee-growing communities in Mexico, Guatemala, Nicaragua and Costa Rica.
 
             We are members of Grounds for Health, an organization that educates, screens, and arranges treatment for women who have cancer and live in the rural coffee growing communities of Mexico.
 
             We are a licensed Fair Trade dealer of Fair Trade certified coffee.  Fair Trade helps small coffee farmers to increase their incomes and improve the prospects of their communities and families.  It guarantees farmers a minimum price of $1.25 per pound or ten cents above the current market price.
 
             We are the administrative benefactors to a non-profit organization called Cup for Education.  After discovering the lack of schools, teachers, and basic fundamental learning supplies in the poor coffee growing communities of Central and Latin America, “Cup” was established by our employee, Karen Gordon, to help build schools, sponsor teachers, and purchase basic supplies such as books, chalk and other necessities for a proper education.

 
7

 
 
Competition
 
 The coffee market is highly competitive.  We compete in the following areas:
 
 Wholesale Green Coffee.  There are many green coffee dealers throughout the United States.  Many of these dealers have greater financial resources than we do.  However, we believe that we have both the knowledge and the capability to assist small specialty gourmet coffee roasters with developing and growing their businesses.  Our over 40 years of experience as a roaster and a dealer of green coffee allows us to provide our roasting experience as a value added service to our gourmet roaster customers.  While other coffee merchants may be able to offer lower prices for coffee beans, we market ourselves as a value-added supplier to small roasters, with the ability to help them market their specialty coffee products and develop a customer base.  The assistance we provide our customers includes training, coffee blending and market identification.  Because specialty green coffee beans are sold unroasted to small coffee shops and roasters that market their products to local gourmet customers, we do not believe that our specialty green coffee customers compete with our private label or branded coffee lines of business.  We believe that the addition of OPTCO as well as our two green coffee salespersons in South Carolina and Oregon allows us to compete more effectively throughout the country.
 
 Private Label Competition.  There are several major producers of coffee for private label sales in the United States.  Many other companies produce coffee for sale on a regional basis.  Our main competitor is the former retail coffee division of Sara Lee Corporation, which was purchased by Segafredo Zanetti Group in 2006, now known as Massimo Zanetti Beverage.  Massimo Zanetti Beverage is larger and has more financial and other resources than we do and, therefore, is able to devote more resources to product development and marketing.  We believe that we remain competitive by providing a higher level of quality and customer service.  This service includes ensuring that the coffee produced for each label maintains a consistent taste and is delivered on time and in the proper quantities.  In addition, we provide our private label customers with information on the coffee market on a regular basis.
 
 Branded Competition.  Our proprietary brand coffees compete with many other brands that are sold in supermarkets and specialty stores, primarily in the Northeastern United States.  The branded coffee market in both the Northeast and elsewhere is dominated by three large companies:  Kraft General Foods, Inc. (owner of the Maxwell House brand), Smuckers (owner of the Folgers Café Bustelo brands) and Massimo Zanetti Beverage which also markets specialty coffee in addition to non-specialty coffee.  Our large competitors have greater access to capital and a greater ability to conduct marketing and promotions.  We believe that, while our competitors’ brands may be more nationally recognizable, our Café Caribe brand is competitive in the fast growing Hispanic demographic and our S&W brand has been a popular and recognizable brand on the West Coast for over 80 years.  
 
Government Regulation
 
 Our coffee roasting operations are subject to various governmental laws and regulations, which require us to obtain licenses relating to customs, health and safety, building and land use and environmental protection.  Our roasting facility is subject to state and local air-quality and emissions regulation.  If we encounter difficulties in obtaining any necessary licenses or if we have difficulty complying with these laws and regulations, then we could be subject to fines and penalties, which could have a material adverse effect on our profitability.  In addition, our product offerings could be limited, thereby reducing our revenues.
 
 We believe that we are in compliance in all material respects with all such laws and regulations and that we have obtained all material licenses and permits that are required for the operation of our business.  We are not aware of any environmental regulations that have or that we believe will have a material adverse effect on our operations.
 
Employees
 
 We have 69 full-time employees.  None of our employees are represented by unions or collective bargaining agreements.  Our management believes that we maintain good working relationships with our employees.  To supplement our internal sales staff, we sometimes engage independent national and regional sales brokers as independent contractors who work on a commission basis.
 
 
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ITEM 1A.                        RISK FACTORS
 
 An investment in our common stock is subject to risks inherent in our business.  Before making an investment decision, you should carefully consider the risks and uncertainties described below together with all of the other information included in this report.  In addition to the risks and uncertainties described below, other risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business, financial condition and results of operations.  The value or market price of our common stock could decline due to any of these identified or other risks, and you could lose all of your investment.
 
Risk affecting our company
 
 Because our business is highly dependent upon a single commodity, coffee, any decrease in demand for coffee could materially adversely affect our revenues and profitability.  Our business is centered on essentially one commodity: coffee.  Our operations have primarily focused on the following areas of the coffee industry:
 
 ●               the roasting, blending, packaging and distribution of private label coffee;
 ●               the roasting, blending, packaging and distribution of proprietary branded coffee; and
                the sale of wholesale specialty green coffee.
 
Demand for our products is affected by:
 
               consumer tastes and preferences;
               global economic conditions;
               demographic trends; and
               the type, number and location of competing products.
             
 Because we rely on a single commodity, any decrease in demand for coffee would harm our business more than if we had more diversified product offerings and could materially adversely affect our revenues and operating results.
 
 If we are unable to geographically expand our branded and private label products, our growth will be impeded which could result in reduced sales and profitability.  Our business strategy emphasizes, among other things, geographic expansion of our branded and private label products as opportunities arise.  We may not be able to implement successfully this portion of our business strategy.  Our ability to implement this portion of our business strategy is dependent on our ability to:

 ●              market our products on a national scale;
               increase our brand recognition on a national scale;
               enter into distribution and other strategic arrangements with third party retailers; and
 ●              manage growth in administrative overhead and distribution costs likely to result from the planned expansion of our distribution channels.
 
 Our sales and profitability may be adversely affected if we fail to successfully expand the geographic distribution of our branded and private label products.  In addition, our expenses could increase and our profits could decrease as we implement our growth strategy.
 
 If our hedging policy is not effective, we may not be able to control our coffee costs, we may be forced to pay greater than market value for green coffee and our profitability may be reduced.  The supply and price of coffee beans are subject to volatility and are influenced by numerous factors which are beyond our control.  We have used and expect to continue to use to a lesser extent short-term coffee futures and options contracts for the purpose of hedging the effects of changing green coffee prices.  In addition, we have acquired and expect to continue to acquire to a lesser extent futures contracts with longer terms, generally three to four months, for the purpose of guaranteeing an adequate supply of green coffee.  Realized and unrealized gains or losses on options and futures contracts are reflected in our cost of sales.  Gains on options and futures contracts reduce our cost of sales and losses on options and futures contracts increase our cost of sales.  
 
 
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    The use of these derivative financial instruments has generally enabled us to mitigate the effect of changing prices. However, no strategy can entirely eliminate pricing risks and we generally remain exposed to losses on futures contracts when prices decline significantly in a short period of time, and we would generally remain exposed to supply risk in the event of non-performance by the counterparties to any futures contracts.  Historically, we generally have been able to pass green coffee price increases through to customers, thereby maintaining our gross profits, however, we may not be able to pass price increases through to our customers in the future.  Failure to properly design and implement an effective hedging strategy may materially adversely affect our business and operating results.  If the hedges that we enter do not adequately offset the risks of coffee bean price volatility or our hedging results in losses, our cost of sales may increase, resulting in a decrease in profitability or increase losses.  Although we have had net gains on options and futures contracts in the past, we have incurred losses on options and futures contracts during some reporting periods.  In these cases, our cost of sales has increased, resulting in a decrease in our profitability or increase losses.  Such losses have and could in the future materially increase our cost of sales and materially decrease our profitability or increase losses and adversely affect our stock price.
 
 Our revenues and profitability could be adversely affected if our joint ventures are not successful.  In April 2006, we entered into a joint venture with Caruso’s Coffee, Inc. of Brecksville, Ohio and formed GCC, which engages in the roasting, packaging and sale of private label specialty coffee products.  In addition, in November 2011, we invested in Global Mark, a new venture focusing on supply of instant coffee and related products; this relationship was terminated in December 2012.  We will continue to seek opportunities for new joint ventures.  While we believe that our joint ventures will be successful, losses in our joint ventures, including our loss in connection with Global Mark, or any future joint ventures would hurt our profitability. In addition, we generally will not be in a position to exercise sole decision-making authority regarding our joint ventures.  Investments in joint ventures may under certain circumstances, involve risks not present when a third party is not involved, including the possibility that joint venture partners might become bankrupt or fail to fund their share of the required capital contributions.  Joint venture partners may have business interests, strategies or goals that are inconsistent with our business interests, strategies or goals and may be, in cases where we have a minority interest, in a position to take actions contrary to our policies, strategies or objectives.  Any disputes that may arise between us and our joint venture partners may result in litigation or arbitration that could increase our expenses and could prevent our officers and/or directors from focusing their time and effort exclusively on our business strategies.  In addition, we may in certain circumstances be liable for the actions of our third-party joint venture partners.
 
  Any inability to successfully implement our strategy of growth through selective acquisitions, licensing arrangements and other strategic alliances, including joint ventures, could materially affect our revenues and profitability.  Part of our growth strategy utilizes the selective acquisition of coffee companies, the selective acquisition or licensing of additional coffee brands and other strategic alliances, including joint ventures, presents risks that could result in increased expenditures and could materially adversely affect our revenues and profitability, including:
 
 
 
such acquisitions, licensing arrangements or other strategic alliances may divert our management’s attention from our existing operations;
 
 
we may not be able to successfully integrate any acquired coffee companies or new coffee brands into our existing business;
 
 
we may not be able to manage the contingent risks associated with the past operations of, and other unanticipated problems arising in, any acquired coffee company; and
 
 
we may not be able to control unanticipated costs associated with such acquisitions, licensing arrangements or strategic alliances.
 
In addition, any such acquisitions, licensing arrangements or strategic alliances may result in:
 
              potentially dilutive issuances of our equity securities; 
              the incurrence of additional debt;
              restructuring charges; and
 ●             the recognition of significant charges for depreciation and amortization related to intangible assets.
 
 As has been our practice in the past, we will continuously evaluate any such acquisitions, licensing opportunities or strategic alliances as they arise.  However, we have not reached any new agreements or arrangements with respect to any such acquisition, licensing opportunity or strategic alliance (other than those described herein) at this time and we may not be able to consummate any acquisitions, licensing arrangements or strategic alliances on terms favorable to us or at all.  The failure to consummate any such acquisitions, licensing arrangements or strategic alliances may reduce our growth and expansion.  In addition, if these acquisitions, licensing opportunities or strategic alliances are not successful, our earnings could be materially adversely affected by increased expenses and decreased revenues.
 
 We are dependent on sales of wholesale green coffee to Green Mountain Coffee Roasters. The loss of any of our key customers could negatively affect our revenues and decrease our earnings.  We are dependent upon sales of wholesale green coffee to one customer, GMCR.  Sales to GMCR accounted for approximately 60% and 62% of our net sales for the fiscal years ended October 31, 2013 and 2012, respectively.  Although no other customer accounted for greater than 10% of our net sales during this period, other customers may account for more than 10% of our net sales in future periods.  We generally do not have long-term contracts with these or any of our customers.  Accordingly, our customers can stop purchasing our products at any time without penalty and are free to purchase products from our competitors.  The loss of, or reduction in sales to, customers such as GMCR or any of our other customers to which we sell a significant amount of our products or any material adverse change in the financial condition of such customers would negatively affect our revenues and decrease our earnings.

 If we lose our key personnel, including Andrew Gordon and David Gordon, our revenues and profitability could suffer.  Our success depends to a large degree upon the services of Andrew Gordon, our President, Chief Executive Officer, Chief Financial Officer and Treasurer, and David Gordon, our Executive Vice President – Operations and Secretary.  We also depend to a large degree on the expertise of our coffee roasters.  We do not have employment contracts with our coffee roasters.  Our ability to source and purchase a sufficient supply of high quality coffee beans and to roast coffee beans consistent with our quality standards could suffer if we lose the services of any of these individuals.  As a result, our business and operating results would be adversely affected.  We may not be successful in obtaining and retaining a replacement for either Andrew Gordon or David Gordon if they elect to stop working for us.  In addition, we do not have key-person insurance on the lives of Andrew Gordon or David Gordon.
 
 
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Our indebtedness may adversely affect our ability to obtain additional funds and may increase our vulnerability to economic or business downturns.  From time to time, we utilize borrowings under our credit facility in connection with operations. Outstanding debt could have important negative consequences to the holders of our securities, including the following:

  
general domestic and global economic conditions;
  
a portion of our cash flow from operations will be needed to pay debt service and will not be available to fund future operations;
  
we have increased vulnerability to adverse general economic and coffee industry conditions; and
  
we may be vulnerable to higher interest rates because interest expense on borrowings under our revolving line of credit is based on variable rates.

Our ability to make payments on our indebtedness and to fund our operations depends on our ability to generate cash in the future. Our future operating performance is subject to market conditions and business factors that are beyond our control. If our cash flows and capital resources are insufficient to allow us to make scheduled payments on our debt, we may have to reduce or delay capital expenditures, sell assets, seek additional capital or restructure or refinance our debt.
 
Our indebtedness contains covenants that restrict our operations and failure to comply with the terms of such indebtedness could result in a default that could have material adverse consequences for us. Our revolving line of credit contains covenants that place annual restrictions on our operations, including covenants related to debt restrictions, capital expenditures, minimum deposit restrictions, tangible net worth, net profit, leverage, employee loan restrictions, distribution restrictions (common stock and preferred stock), dividend restrictions and restrictions on intercompany transactions. In addition, our revolving line of credit requires that we maintain a minimum working capital at all times.  Although we are currently in compliance with the covenants, our ability to comply with these covenants may be affected by general economic and industry conditions, as well as market fluctuations in coffee prices and other events beyond our control. We do not know if we will be able to satisfy all such covenants in the future. Our breach of any of the covenants contained in our revolving line of credit could result in a default under such agreement. In the event of a default, the lender could elect not to make additional loans to us, could require us to repay some of our outstanding debt prior to maturity, and/or to declare all amounts borrowed by us, together with accrued interest, to be due and payable. In the event that this occurs, we may be unable to repay all such accelerated indebtedness.  Any indebtedness that we incur under our revolving line of credit is secured by substantially all of our tangible and intangible assets. If we default under the indebtedness secured by our assets, those assets would be available to the secured creditors to satisfy our obligations to the secured creditors.

 If our planned increase in marketing expenditures fails to promote and enhance our brands, the value of our brands could decrease and our revenues and profitability could be adversely affected.  We believe that promoting and enhancing our brands is critical to our success.  We intend to continue to increase our marketing expenditures to increase awareness of our brands, which we expect will create and maintain brand loyalty.  If our brand-building strategy is unsuccessful, these expenses may never be recovered, and we may be unable to increase awareness of our brands or protect the value of our brands.  If we are unable to achieve these goals, our revenues and ability to implement our business strategy could be adversely affected.
 
 Our success in promoting and enhancing our brands will also depend on our ability to provide customers with high quality products and service.  Although we take measures to ensure that we sell only fresh roasted coffee, we have no control over our roasted coffee products once they are purchased by our customers.  Accordingly, wholesale customers may store our coffee for longer periods of time or resell our coffee without our consent, in each case, potentially affecting the quality of the coffee prepared from our products.  Although we believe we are less susceptible to quality control problems than many of our competitors because a majority of our products are sold in cans or brick packs unlike whole bean coffees, if consumers do not perceive our products and service to be of high quality, then the value of our brands may be diminished and, consequently, our operating results and ability to implement our business strategy may be adversely affected.

 
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    Our roasting methods are not proprietary, so competitors may be able to duplicate them, which could harm our competitive position.  If our competitive position is weakened, our revenues and profitability could be materially adversely affected.  We consider our roasting methods essential to the flavor and richness of our roasted coffee and, therefore, essential to our brands of coffee.  Because we do not hold any patents for our roasting methods, it may be difficult for us to prevent competitors from copying our roasting methods if such methods become known.  If our competitors copy our roasting methods, the value of our coffee brands may be diminished, and we may lose customers to our competitors.  In addition, competitors may be able to develop roasting methods that are more advanced than our roasting methods, which may also harm our competitive position.
 
    The success of our brand also depends in part on our intellectual property. We rely on a combination of trademarks, copyrights, service marks, trade secrets and similar rights to protect our intellectual property. The success of our growth strategy depends on our continued ability to use our existing trademarks and service marks in order to increase brand awareness and further develop our brand in both domestic and international markets. If our efforts to protect our intellectual property are not adequate, or if any third party misappropriates or infringes on our intellectual property, the value of our brand may be harmed, which could have a material adverse effect on our business. We may become engaged in litigation to protect our intellectual property, which could result in substantial costs to us as well as diversion of management attention.
 
 Since we rely heavily on common carriers to ship our coffee on a daily basis, any disruption in their services or increase in shipping costs could adversely affect our relationship with our customers, which could result in reduced revenues, increased operating expenses, a loss of customers or reduced profitability.  We rely on a number of common carriers to deliver coffee to our customers and to deliver coffee beans to us.  We have no control over these common carriers and the services provided by them may be interrupted as a result of labor shortages, contract disputes and other factors.  If we experience an interruption in these services, we may be unable to ship our coffee in a timely manner, which could reduce our revenues and adversely affect our relationship with our customers.  In addition, a delay in shipping could require us to contract with alternative, and possibly more expensive, common carriers and could cause orders to be cancelled or receipt of goods to be refused.  Any significant increase in shipping costs could lower our profit margins or force us to raise prices, which could cause our revenue and profits to suffer.
 
    If there was a significant interruption in the operation of our Colorado facility, we may not have the capacity to service all of our customers and we may not be able to service our customers in a timely manner, thereby reducing our revenues and earnings.  We are dependent on the continued operations of our Colorado coffee roasting and distribution facility.  Our ability to maintain our computer and telecommunications equipment in effective working order and to protect against damage from fire, natural disaster, power loss, telecommunications failure or similar events. In addition, growth of our customer base may strain or exceed the capacity of our systems and lead to degradations in performance or systems failure. Although we continually review and consider upgrades to our order fulfillment infrastructure and provide for system redundancies to limit the likelihood of systems overload or failure, substantial damage to our systems or a systems failure that causes interruptions for a number of days could adversely affect our business. Additionally, if we are unsuccessful in updating and expanding our order fulfillment infrastructure, our ability to grow may be constrained.  As a result, our revenues and earnings could be materially adversely affected.
 
 Prolonged negative economic conditions could adversely affect us, our customers and suppliers, which could harm our financial condition.  We are subject to the risks arising from adverse changes in general economic and market conditions.  Uncertainty remains in the United States economy as it continues to recover from a severe economic recession.  The United States economy continues to experience market volatility, difficulties in the financial services sector, diminished liquidity and availability of credit, concerns regarding inflation, increases in the costs of commodities, continuing high unemployment rates, reduced consumer spending and consumer confidence and continuing economic uncertainties.  If the United States economy were to deteriorate significantly, our business could be negatively impacted.
 
We intend to seek opportunities to obtain additional capital to continue to grow our business. Our business strategy contemplates potential future access to financing to fund the expansion of our business. Recent events in the financial markets have had an adverse impact on the credit markets and equity securities, including our common stock, have exhibited a high degree of volatility. Although we intend to seek opportunities to obtain additional capital, we may not be able to do so. Our ability to obtain additional financing in the future will depend in part upon the prevailing capital market conditions, as well as our business performance.  If additional financing is raised by the issuance of common stock you may suffer additional dilution and if additional financing is raised through debt financing, it may involve significant restrictive covenants which could affect our ability to operate our business. The inability to obtain sufficient capital to fund the expansion of our business could have a material adverse effect on us.

If we fail to continue to develop and maintain our brand, our business could suffer.  We believe that maintaining and developing our brand is critical to our success and that the importance of brand recognition may increase as a result of competitors offering products similar to ours.  If our brand building initiative is unsuccessful, we may never recover the expenses incurred in connection with these efforts and we may be unable to increase our future revenue or implement our business strategy.  Our success in promoting and enhancing our brand will also depend on our ability to provide customers with high-quality products and customer service.  Although we take measures to ensure that we sell only fresh roasted coffee, we have no control over our coffee products once purchased by customers.  Accordingly, customers may prepare coffee from our brands inconsistent with our standards, store our coffee for long periods of time or resell our coffee without our consent, which in each case, potentially affects the quality of the coffee prepared from our products.  If customers do not perceive our products and service to be of high-quality, then the value of our brand may be diminished and, consequently, our ability to implement our business strategy may be adversely affected.

 
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Risks related to the coffee industry
 
 Increases in the cost of high quality Arabica or Robusta coffee beans could reduce our gross margin and profit.  Green coffee is our largest single cost of sales.  Coffee is a traded commodity and, in general, its price can fluctuate depending on:
 
              weather patterns in coffee-producing countries;
               economic and political conditions affecting coffee-producing countries, including acts of terrorism in such countries;
               foreign currency fluctuations; and
               trade regulations and restrictions between coffee-producing countries and the United States.
 
 If the cost of wholesale green coffee increases due to any of these factors, our margins could decrease and our profitability could suffer accordingly.  It is expected that coffee prices will remain volatile in the coming years.  Although we have historically attempted to raise the selling prices of our products in response to increases in the price of wholesale green coffee, when wholesale green coffee prices increase rapidly or to significantly higher than normal levels, we are not always able to pass the price increases through to our customers on a timely basis, if at all, which adversely affects our operating margins and cash flow.  We may not be able to recover any future increases in the cost of wholesale green coffee.  Even if we are able to recover future increases, our operating margins and results of operations may still be materially and adversely affected by time delays in the implementation of price increases.
 
Disruptions in the supply of green coffee could result in a deterioration of our relationship with our customers, decreased revenues or could impair our ability to grow our business.  Green coffee is a commodity and its supply is subject to volatility beyond our control.  Supply is affected by many factors in the coffee growing countries including weather, pest damage, economic conditions, acts of terrorism, as well as efforts by coffee growers to expand or form cartels or associations.  In addition, the political situation in many of the Arabica coffee growing regions, including Africa, Indonesia, and Central and South America, can be unstable, and such instability could affect our ability to purchase coffee from those regions. If Arabica coffee beans from a region become unavailable or prohibitively expensive, we could be forced to discontinue particular coffee types and blends or substitute coffee beans from other regions in our blends. Frequent substitutions and changes in our coffee product lines could lead to cost increases, customer alienation and fluctuations in our gross margins.
 
 Some of the Arabica coffee beans of the quality we purchase do not trade directly on the commodity markets.  Rather, we purchase the high-end Arabica coffee beans that we use on a negotiated basis.  We depend on our relationships with coffee brokers, exporters and growers for the supply of our primary raw material, high quality Arabica coffee beans.  If any of our relationships with coffee brokers, exporters or growers deteriorate, we may be unable to procure a sufficient quantity of high quality coffee beans at prices acceptable to us or at all.  In such case, we may not be able to fulfill the demand of our existing customers, supply new retail stores or expand other channels of distribution.  A raw material shortage could result in a deterioration of our relationship with our customers, decreased revenues or could impair our ability to expand our business.
 
 The coffee industry is highly competitive and if we cannot compete successfully, we may lose our customers or experience reduced sales and profitability.  The coffee markets in which we do business are highly competitive and competition in these markets could become increasingly more intense due to the relatively low barriers of entry.  The industry in which we compete is particularly sensitive to price pressure, as well as quality, reputation and viability for wholesale and brand loyalty for retail.  To the extent that one or more of our competitors becomes more successful with respect to any key competitive factor, our ability to attract and retain customers could be materially adversely affected.  Our private label and branded coffee products compete with other manufacturers of private label coffee and branded coffees.  These competitors, such as Kraft General Foods, Inc. (owner of the Maxwell House brand), Smuckers (owner of the Folgers Café Bustelo brands) and Massimo Zanetti Beverage have much greater financial, marketing, distribution, management and other resources than we do for marketing, promotions and geographic and market expansion.  In addition, there are a growing number of specialty coffee companies who provide specialty green coffee and roasted coffee for retail sale.  If we are unable to compete successfully against existing and new competitors, we may lose our customers or experience reduced sales and profitability.
 
Besides coffee, we face exposure to other commodity cost fluctuations, which could impair our profitability. In addition to the increase in coffee costs discussed in the risk factor above, we are exposed to cost fluctuation in other commodities, including, in particular, steel, natural gas and gasoline.  In addition, an increase in the cost of fuel could indirectly lead to higher electricity costs, transportation costs and other commodity costs. Much like coffee costs, the costs of these commodities depend on various factors beyond our control, including economic and political conditions, foreign currency fluctuations, and global weather patterns. To the extent we are unable to pass along such costs to our customers through price increases, our margins and profitability will decrease.

Adverse public or medical opinion about caffeine may harm our business.  Coffee contains caffeine and other active compounds, the health effects of some of which are not fully understood.  A number of research studies conclude or suggest that excessive consumption of caffeine may lead to increased heart rate, nausea and vomiting, restlessness and anxiety, depression, headaches, tremors, sleeplessness and other adverse health effects.  An unfavorable report on the health effects of caffeine or other compounds present in coffee could significantly reduce the demand for coffee, which could harm our business and reduce our sales and profits. In addition, we could become subject to litigation relating to the existence of such compounds in our coffee; litigation that could be costly and could divert management attention.

 
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Risks related to our common stock.

Our operating results may fluctuate significantly, which makes our results of operations difficult to predict and could cause our results of operations to fall short of expectations.  Our operating results may fluctuate from quarter to quarter and year to year as a result of a number of factors, many of which are outside of our control.  These fluctuations could be caused by a number of factors including:
 
  
fluctuations in purchase prices and supply of green coffee;
  
fluctuations in the selling prices of our products;
  
the level of marketing and pricing competition from existing or new competitors in the coffee industry;
  
the success of our hedging strategy;
  
our ability to retain existing customers and attract new customers; and
  
our ability to manage inventory and fulfillment operations and maintain gross margins.
 
    As a result of the foregoing, period-to-period comparisons of our operating results may not necessarily be meaningful and those comparisons should not be relied upon as indicators of future performance.  Accordingly, our operating results in future quarters may be below market expectations.  In this event, the price of our common stock may decline.
 
    The Gordon family has the ability to influence action requiring stockholder approval. Members of the Gordon family, including Andrew Gordon, our President, Chief Executive Officer, Chief Financial Officer and Treasurer, and David Gordon, our Executive Vice President and Secretary, own, in the aggregate, approximately 11.4% of our outstanding shares of common stock. As a result, the Gordon family is able to influence the actions that require stockholder approval, including:
 
 
the election of a majority of our directors;
     
 
the amendment of our charter documents; and
     
 
the approval of mergers, sales of assets or other corporate transactions or matters submitted for stockholder approval.
 
As a result, our other stockholders may have reduced influence over matters submitted for stockholder approval.
 
Our share repurchase program could affect the price of our common stock and increase volatility. Repurchases of our common stock pursuant to our share repurchase program could affect our share price and increase its volatility. The existence of a share repurchase program could also cause our stock prices to be higher than it would be in the absense of such a program and could potentially reduce that market liquidity for our stock. There can be no assurance that any stock repurchases will enhance stockholder value because the market price of our common stock may decline below the levels at which we repurchased shares of common stock. Although our share repurchase program is intended to enhance long-term stockholder value, short-term price fluctuations could reduce the program's effectiveness.

The market price of our common stock has been volatile during our past history and may continue to be volatile.  The market price and trading volume of our common stock has been volatile during our past history and it may continue to be volatile. From May 1, 2011 through January 23, 2014, our common stock has traded as low as $4.51 and as high as $30.98.  We cannot predict the price at which our common stock will trade in the future and it may decline. The price at which our common stock trades may fluctuate significantly and may be influenced by many factors, including our financial results, developments generally affecting the coffee industry, general economic, industry and market conditions, the depth and liquidity of the market for our common stock, fluctuations in coffee prices, investor perceptions of our business, reports by industry analysts, negative announcements by our customers, competitors or suppliers regarding their own performances.

 
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    Provisions in our articles of incorporation, bylaws and of Nevada law have anti-takeover effects that could prevent a change in control that could be beneficial to our stockholders, which could depress the market price of shares of our common stock.  Our articles of incorporation, bylaws and Nevada corporate law contain provisions that could delay, defer or prevent a change in control of us or our management that could be beneficial to our stockholders.  These provisions could also discourage proxy contests and make it more difficult for our stockholders to elect directors and take other corporate actions.  These provisions might also discourage a potential acquisition proposal or tender offer, even if the acquisition proposal or tender offer is at a price above the then current market price for shares of our common stock.  These provisions:
 
  
provide that directors may only be removed upon a vote of at least eighty percent of the shares outstanding;
 
  
establish advance notice requirements for nominating directors and proposing matters to be voted on by shareholders at shareholder meetings;
 
  
limit the right of our stockholders to call a special meeting of stockholders;
 
  
authorize our board of directors to issue preferred stock and to determine the rights and preferences of those shares, which would be senior to our common stock, without prior stockholder approval;
 
  
require amendments to our articles of incorporation to be approved by the holders of at least eighty percent of our outstanding shares of common stock;
 
  
a classified board of directors with three-year staggered terms, which may delay the ability of stockholders to change the membership of a majority of our board of directors; and
 
  
provide a prohibition on stockholder action by written consent, thereby only permitting stockholder action to be taken at an annual or special meeting of our stockholders.
 
    We are also subject to certain anti-takeover provisions under Nevada law.  Under Nevada law, a corporation may not, in general, engage in a business combination with any “interested stockholder” which includes, among other things, a holder of 10% or more of its common stock unless the holder has held the stock for three years or, among other things, the board of directors has approved the transaction.


ITEM 1B.                        UNRESOLVED STAFF COMMENTS
 
 Not applicable.
 
ITEM 2.                      PROPERTIES
 
 We are headquartered at 3475 Victory Boulevard, Staten Island, New York, where we lease office and warehouse space.  We pay annual rent of $117,007 under the terms of the lease, which expires on October 31, 2023.
 
 We lease a 50,000 square foot facility located at 27700 Frontage Road in La Junta, Colorado from the City of La Junta.  We pay annual rent of $100,093 under the terms of the lease, which expires in January 2024.

  We lease office space in Vancouver, Washington.  We pay annual rent of $35,438 under the terms of a lease, which expires in May 2015.
 
 We also use a variety of independent, bonded commercial warehouses to store our green coffee beans.  Our management believes that our facilities are adequate for our current operations and for our contemplated operations in the foreseeable future.
 
 
15

 
 
ITEM 3.                        LEGAL PROCEEDINGS
 
 We are not a party to, and none of our property is the subject of, any pending legal proceedings other than routine litigation that is incidental to our business.  To our knowledge, no governmental authority is contemplating initiating any such proceedings.
 
ITEM 4.                     MINE SAFETY DISCLOSURES

Not applicable.
 
 
16

 
 
PART II
 
ITEM 5.  MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
 
              Our common stock trades on Nasdaq under the symbol “JVA.”  On June 25, 2010, our Board of Directors approved a regular dividend program of $0.03 per share to shareholders (each, a “Quarterly Dividend”) and paid a Quarterly Dividend through December 28, 2012.  On June 13, 2013, the Company announced that the dividend program had been terminated.

 As of January 23, 2014, we had 335 holders of record.
 
 We did not repurchase any of our common stock during the quarter ended October 31, 2013.
 
 The following table sets forth the high and low sales prices of our common stock for each quarter of the last two fiscal years.

   
High
   
Low
 
     
2013
 
1st Quarter
 
$
8.84
   
$
6.04
 
2nd Quarter
 
$
7.78
   
$
6.33
 
3rd Quarter
 
$
7.53
   
$
5.81
 
4th Quarter
 
$
6.87
   
$
5.32
 
     
2012
 
1st Quarter
 
$
11.65
   
$
7.50
 
2nd Quarter
 
$
14.93
   
$
7.65
 
3rd Quarter
 
$
9.54
   
$
4.88
 
4th Quarter
 
$
9.07
   
$
5.50
 

 
17

 
 
ITEM 6.                        SELECTED FINANCIAL DATA
 
 The following table sets forth selected financial data for the last five years from the consolidated financial statements of Coffee Holding Co., Inc.  The following information is only a summary, and you should read it in conjunction with our consolidated financial statements and notes beginning on page F-1.

 
For the Years Ended October 31,
 
 
2013
   
2012
 
2011
   
2010
   
2009
 
 
(Dollars in thousands, except per share data)
 
Income Statement Data:
                         
Net sales
$
133,981
   
$
173,656
 
$
146,755
   
$
83,492
   
$
74,452
 
Cost of sales
 
128,012
     
161,649
   
138,210
     
72,932
     
64,440
 
Gross profit
 
5,969
     
12,007
   
8,545
     
10,560
     
10,012
 
Operating expenses
 
7,522
     
7,607
   
7,345
     
6,545
     
6,389
 
(Loss) Income from operations
 
(1,553)
     
4,400
   
1,200
     
4,015
     
3,623
 
Other (expense) income
 
(169
)
   
(345
)
 
(124
)
   
(143)
     
1,869
 
(Loss) income before income taxes
 
(1,722)
     
4,055
   
1,076
     
3,872
     
5,492
 
(Benefit) provision for income taxes
 
(393)
     
1,471
   
230
     
1,479
     
2,159
 
Minority interest
 
(152
)
   
(98
)
 
(34
)
   
(4
)
   
(42
)
Net (loss) income
$
(1,481)
   
$
2,486
 
$
812
   
$
2,389
   
$
3,291
 
Net (loss) income  per share – Basic
$
(0.23)
   
$
0.39
 
$
0.15
   
$
0.44
   
$
0.60
 
Net (loss) income per share – Diluted
$
(0.23)
   
$
0.37
 
$
0.14
   
$
0.44
   
$
0.60
 
                                     
 
At October 31,
 
 
2013
   
2012
 
2011
   
2010
   
2009
 
 
(Dollars in thousands, except per shares data)
 
Balance Sheet Data:
                         
Total assets
$
32,399
   
$
38,248
 
$
38,779
   
$
23,921
   
$
19,804
 
Short-term debt
 
1,229
     
563
   
1,820
     
2,307
     
792
 
Long-term debt
 
     
   
     
     
 
Total liabilities
 
10,315
     
14,448
   
16,789
     
9,707
     
8,625
 
Stockholders’ equity
 
22,084
     
23,800
   
21,990
     
13,482
     
11,133
 
Book value per share
$
3.47
   
$
3.73
 
$
3.45
   
$
2.46
   
$
2.05
 

 
   
At October 31,
 
   
2013
   
2012
   
2011
   
2010
   
2009
 
       
Per Common Share Data:
                             
Basic EPS
 
$
(.23)
   
$
.39
   
$
.15
   
$
.44
   
$
.60
 
Diluted EPS
 
$
(.23)
   
$
.37
   
$
.14
   
$
.44
   
$
.60
 
Cash dividends declared
 
$
387,379
   
$
774,756
   
$
694,658
   
$
333,978
   
$
1,544,568
 
 
 
 
18

 
 
ITEM 7.                        MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
 

Cautionary Note on Forward-Looking Statements
 
 Some of the matters discussed under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operation,” “Business,” “Risk Factors” and elsewhere in this annual report include forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.  We have based these forward-looking statements upon information available to management as of the date of this Form 10-K and management’s expectations and projections about future events, including, among other things:

  
our dependency on a single commodity could affect our revenues and profitability;

  
our success in expanding our market presence in new geographic regions;
 
  
the effectiveness of our hedging policy may impact our profitability;

  
the success of our joint ventures;

  
our success in implementing our business strategy or introducing new products;

  
our ability to attract and retain customers;

  
our ability to retain key personnel;

  
our ability to obtain additional financing;

  
our ability to comply with the restrictive covenants we are subject to under our current financing;

  
the effects of competition from other coffee manufacturers and other beverage alternatives;

  
the impact to the operations of our Colorado facility;

  
general economic conditions and conditions which affect the market for coffee;

  
the macro global economic environment;

  
our ability to maintain and develop our brand recognition;

  
the impact of rapid or persistent fluctuations in the price of coffee beans;

  
fluctuations in the supply of coffee beans;

  
the volatility of our common stock; and

  
other risks which we identify in future filings with the Securities and Exchange Commission (the “SEC”).
 
        In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “could,” “predict,” “potential,” “continue,” “expect,” “anticipate,” “future,” “intend,” “plan,” “believe,” “estimate” and similar expressions (or the negative of such expressions).  Any or all of our forward looking statements in this annual report and in any other public statements we make may turn out to be wrong.  They can be affected by inaccurate assumptions we might make or by known or unknown risks and uncertainties.  Consequently, no forward-looking statement can be guaranteed.  In addition, we undertake no responsibility to update any forward-looking statement to reflect events or circumstances, that occur after the date of this annual report.


 
19

 
 
Overview
 
 We are an 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.  As a result, we believe that we are well-positioned to increase our profitability and endure potential coffee price volatility throughout varying cycles of the coffee market and economic conditions.
  
 
Our operations have primarily focused on the following areas of the coffee industry:
   
 
          the sale of wholesale specialty green coffee;
   
 
         the roasting, blending, packaging and sale of private label coffee; and
   
 
          the roasting, blending, packaging and sale of our seven brands of coffee.
   
 
Our operating results are affected by a number of factors including:
   
 
          the level of marketing and pricing competition from existing or new competitors in the coffee industry;
   
 
          our ability to retain existing customers and attract new customers;
 
          our hedging policy;
   
 
         fluctuations in purchase prices and supply of green coffee and in the selling prices of our products; and
   
 
          our ability to manage inventory and fulfillment operations and maintain gross margins.
 
 Our net sales are driven primarily by the success of our sales and marketing efforts and our ability to retain existing customers and attract new customers.  For this reason, we have made, and will continue to evaluate, strategic decisions to invest in measures that are expected to increase net sales.  These transactions include our acquisitions of Premier Roasters, LLC, including equipment and a roasting facility in La Junta, Colorado, a West Coast Brand Manager to market our S&W brand and to increase sales of S&W coffee to new customers, our joint venture with Caruso’s Coffee, Inc. of Brecksville, Ohio the transaction with Organic Products and the addition of three sales persons from the Café Bustelo division of Folgers to assist with the expansion of our Café Caribe and Supremo brands.  We believe these efforts will allow us to expand or business.
                                                 
 Our net sales are affected by the price of green coffee.  We purchase our green coffee from dealers located primarily within the United States.  The dealers supply us with coffee beans from many countries, including Colombia, Mexico, Kenya, Indonesia, Brazil and Uganda.  The supply and price of coffee beans are subject to volatility and are influenced by numerous factors which are beyond our control.  For example, in Brazil, which produces approximately 40% of the world’s green coffee, the coffee crops are historically susceptible to frost in June and July and drought in September, October and November.  However, because we purchase coffee from a number of countries and are able to freely substitute one country’s coffee for another in our products, price fluctuations in one country generally have not had a material impact on the price we pay for coffee.  Accordingly, price fluctuations in one country generally have not had a material effect on our results of operations, liquidity and capital resources.  Historically, because we generally have been able to pass green coffee price increases through to customers, increased prices of green coffee generally result in increased net sales.
 
We have used, and continue to use, short-term coffee futures and options contracts primarily for the purpose of partially hedging and minimizing the effects of changing green coffee prices and to reduce our cost of sales.  In addition, we acquire futures contracts with longer terms, generally three to four months, primarily for the purpose of guaranteeing an adequate supply of green coffee at favorable prices.  Although the use of these derivative financial instruments has generally enabled us to mitigate the effect of changing prices, no strategy can entirely eliminate pricing risks and we generally remain exposed to loss when prices decline significantly in a short period of time.  In addition, we would remain exposed to supply risk in the event of non-performance by the counterparties to any futures contracts.  If the hedges that we enter into do not adequately offset the risks of coffee bean price volatility or our hedges result in losses, our cost of sales may increase, resulting in a decrease in profitability or increase of our losses.  See “Item 1 – Business - Our Use of Derivatives.”  

Critical Accounting Policies and Estimates
 
 The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes.  Estimates are used for, but not limited to, the accounting for the allowance for doubtful accounts, inventories, assets held for sale, income taxes and loss contingencies.  Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances.  Actual results could differ from these estimates under different assumptions or conditions.
 
 
20

 
 
    We believe the following critical accounting policies, among others, may be impacted significantly by judgment, assumptions and estimates used in the preparation of the financial statements:

             We recognize revenue in accordance with the relevant authoritative guidance.  Revenue is recognized at the point title and risk of ownership transfers to its customers which is upon the shippers taking possession of the goods because i) title passes in accordance with the terms of the purchase orders and with our agreements with our customers, ii) any risk of loss is covered by the customers’ insurance, iii) there is persuasive evidence of a sales arrangement, iv) the sales price is determinable and v) collection of the resulting receivable is reasonably assured.  Thus, revenue is recognized at the point of shipment.

             Our allowance for doubtful accounts is maintained to provide for losses arising from customers’ inability to make required payments.  If there is deterioration of our customers’ credit worthiness and/or there is an increase in the length of time that the receivables are past due greater than the historical assumptions used, additional allowances may be required.  For example, every additional one percent of our accounts receivable that becomes uncollectible, would decrease our operating income by approximately $124,000 for the year ended October 31, 2013.  The reserve for sales discounts represents the estimated discount that customers will take upon payment.  The reserve for other allowances represents the estimated amount of returns, slotting fees and volume based discounts estimated to be incurred by us from our customers.
  
             Inventories are stated at lower of cost (determined on a first-in, first-out basis) or market.  Based on our assumptions about future demand and market conditions, inventories are subject to be written-down to market value.  If our assumptions about future demand change and/or actual market conditions are less favorable than those projected, additional write-downs of inventories may be required.  Each additional one percent of potential inventory writedown would have decreased operating income by approximately $94,000 for the year ended October 31, 2013.

    ●            In accordance with ASC 740 “Income Taxes” (“ASC 740”), management routinely evaluates the likelihood of the realization of its income tax benefits and the recognition of its deferred tax assets. In evaluating the need for any valuation allowance, management will assess whether it is more likely than not that some portion, or all, of the deferred tax asset may not be realized. Ultimately, the realization of deferred tax assets is dependent upon the generation of future taxable income during those periods in which temporary differences become deductible and/or tax credits and tax loss carry-forwards can be utilized. In performing its analyses, management considers both positive and negative evidence including historical financial performance, previous earnings patterns, future earnings forecasts, tax planning strategies, economic and business trends and the potential realization of net operating loss carry-forwards within a reasonable timeframe. To this end, management considered (i) that the Company had taxable income from 2011 through 2012 of approximately $6,700,000 million and anticipates generating a sufficient level of future profits in order to realize the benefits of its deferred tax asset; (ii) tax planning strategies; and (iii) the adequacy of future income to realize the benefits of its remaining recorded deferred tax assets. The Company believes that the continued growth of its business will produce positive operating results.  Furthermore, the Company will be filing for a net operating loss carryback, which will immediately utilize approximately $2,500,000 of its net operating losses, which will have the effect of realizing approximately $866,000 (through its anticipated income tax refund) of its deferred tax assets.  As of and for the year ended October 31, 2013, management has not established any valuation allowance.
 
 ●           A liability for “unrecognized tax benefits” is recorded for any tax benefits claimed in the Company’s tax filings that do not meet these recognition and measurement standards. As of October 31, 2013 and October 31, 2012, no liability for unrecognized tax benefits was required to be reported. The guidance also discusses the classification of related interest and penalties on income taxes. The Company’s policy is to record interest and penalties on uncertain tax positions as a component of income tax expense. No interest or penalties were recorded during the years ended October 31, 2013 and October 31, 2012.

              Our goodwill consists of the cost in excess of the fair market value of the acquired net assets of OPTCO, which has been integrated into a structure that does not provide the basis for separate reporting units. Consequently, we are a single reporting unit for goodwill impairment testing purposes. We also have intangible assets consisting of our customer list and relationships and trademarks acquired from OPTCO. At October 31, 2013 our balance sheet reflected goodwill and intangible assets as set forth below:

       
 
October 31, 2013
 
Customer list and relationships, net
  $ 123,750  
Trademarks
    180,000  
Goodwill
    440,000  
         
    $ 743,750  
 
 
Goodwill and the trademarks which are deemed to have indefinite lives are subject to annual impairment tests. Goodwill impairment tests require the comparison of the fair value and carrying value of reporting units. We assess the potential impairment of goodwill and intangible assets annually and on an interim basis whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Upon completion of such review, if impairment is found to have occurred, a corresponding charge will be recorded. The value assigned to the customer list and relationships is being amortized over a twenty year period.
 
Because the Company is a single reporting unit, the closing NASDAQ Capital Market price of our common stock as of the acquisition date was used as a basis to measure the fair value of goodwill.  Goodwill and the intangible assets will be tested annually at the end of each fiscal year to determine whether they have been impaired. Upon completion of each annual review, there can be no assurance that a material charge will not be recorded. Impairment testing is required more often than annually if an event or circumstance indicates that an impairment or decline in value may have occurred.
 

 
21

 
 
Year Ended October 31, 2013 (Fiscal Year 2013) Compared to the Year Ended October 31, 2012 (Fiscal Year 2012)
 
 Net Income (Loss).  We had a net loss of $1,480,235, or $0.23 per share basic and diluted, for the fiscal year ended October 31, 2013 compared to a net income of $2,485,677, or $0.39 per share basic and $0.37 diluted for the fiscal year ended October 31, 2012. The decrease in net income reflects the increased realized loss and decreased unrealized gains on hedging activities during the fiscal year.
 
Net Sales.  Net sales totaled $133,980,759 for the fiscal year ended October 31, 2013, a decrease of $39,675,456, or 22.8%, from $173,656,215 for the fiscal year ended October 31, 2012.  The decrease in net sales reflects an approximate 60% lower commodity price during the fiscal year which resulted in a decrease in the price per pound of coffee sold by us.
 
 Cost of Sales.  Cost of sales for the fiscal year ended October 31, 2013 was $128,011,678, or 95.5% of net sales, as compared to $161,649,282, or 93.1%, of net sales for the fiscal year ended October 31, 2012.  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 increase in cost of sales primarily reflects our lower green coffee prices offset by increased realized losses and decreased unrealized gains on hedging activities.  Cost of sales includes purchases of approximately $31.2 million and $31.9 million in fiscal years 2013 and 2012, respectively, from a related party.  
 
 Gross Profit.  Gross profit for the fiscal year ended October 31, 2013 was $5,969,081, a decrease of $6,037,852 from $12,006,933 for the fiscal year ended October 31, 2012.  Gross profit as a percentage of net sales decreased to 4.5% for the fiscal year ended October 31, 2013 from 6.9% for the fiscal year ended October 31, 2012 due to net realized hedging losses and unrealized hedging gains of $6,208,648 and $383,349, respectively, during fiscal 2013 as compared to net realized and unrealized hedging losses and gains of $667,302 and $500,169, respectively, during fiscal 2012.
 
 Operating Expenses.  Total operating expenses decreased $85,359, or 1.1%, to $7,521,910 for the fiscal year ended October 31, 2013 from $7,607,269 for the fiscal year ended October 31, 2012.  Selling and administrative expenses increased $39,620, or 0.6%, to $6,939,819 for the year ended October 31, 2013 from $6,900,199 for  the year ended October 31, 2012.  Officers’ salary decreased $124,979 or 17.7% to $582,091 for the year ended October 31, 2013 from $707,070 for the year ended October 31, 2012.
                                 
 Other Income (Expense).  Other expense for the fiscal year ended October 31, 2013 was $168,821, a decrease of $176,064 from $344,885 for the fiscal year ended October 31, 2012.  The decrease in other expense was attributable to an increase in interest and other income of $10,177 and a decrease in our loss from our equity investments of $62,288, and a decrease in our loss from MF Global of $14,690, and a decrease in interest expense of $88,909.
 
 Income (Loss) Before Taxes and Non-controlling Interest in Subsidiary.  We had a loss of $1,721,650 before income taxes and non-controlling interest in subsidiary for the fiscal year ended October 31, 2013 compared to income of $4,054,779 for the fiscal year ended October 31, 2012 resulting in a decrease of $5,776,429 for the year ended October 31, 2013. The decrease was primarily attributable to our decreased realized trading gains.

 Income Taxes.  Our (benefit) provision for income taxes for the fiscal year ended October 31, 2013 totaled $(393,767) compared to a provision of $1,470,381 for the fiscal year ended October 31, 2012.  The change was attributable to a lower total income.
 
Liquidity and Capital Resources
 
 As of October 31, 2013, we had working capital of $19,420,202, which represented a $15,597 increase from our working capital of $19,404,605 as of October 31, 2012, and total stockholders’ equity of $21,750,065 which decreased by $1,867,614 from our total stockholders’ equity of $23,617,679 as of October 31, 2012.  Our working capital increased primarily due to an increase of $289,290 in prepaid green coffee, $937,554 in prepaid and refundable income taxes, $628,011 in deferred income tax asset and a decrease in account payable and accrued expenses of $4,524,285, and a decrease in due to broker of $383,349, a decrease in income taxes payable of $21,122, partially offset by a decrease of $3,532,914 in cash, $270,336 in accounts receivable, $1,930,563 in inventory, $367,519 in prepaid expenses and other current assets, and an increase of $666,682 in our line of credit.  As of October 31, 2013, the outstanding balance on our line of credit was $1,229,182 compared to $562,500 as of October 31, 2012.  Total stockholders’ equity decreased primarily due to our net loss and our dividends paid for fiscal year ended October 31, 2013.
 
On February 17, 2009, we entered into a financing agreement with Sterling National Bank (“Sterling”) for a $5,000,000 credit facility.  The credit facility is a revolving $5,000,000 line of credit and we can draw on the line at an amount up to 85% of eligible accounts receivable and 25% of eligible inventory consisting of green coffee beans and finished coffee not to exceed $1,000,000.  Sterling shall have the right from time to time to adjust the foregoing percentages based upon, among other things, dilution, its sole determination of the value or likelihood of collection of eligible accounts receivables owed to us and considerations regarding inventory.  The credit facility is payable monthly in arrears on the average unpaid balance of the line of credit at an interest rate equal to a per annum reference rate of 4.25% at October 31, 2013 and 2012.
 
 
22

 
 
On July 22, 2010, we had the credit facility increased to $7,000,000.  In addition, OPTCO was added as a co-borrower and the inventory sublimit was raised from $1,000,000 to $2,000,000.  Subsequent to July 31, 2010, $1,800,000 of the credit facility was allocated to OPTCO.

The initial term of the credit facility was for three years and expired on February 17, 2012.  The initial terms of the credit facility provided that the credit facility may be automatically extended for successive periods of one year each unless one party shall have provided the other party with a written notice of termination at least ninety days prior to the expiration of the then current term.  Prior to the expiration of the initial term, and effective as of February 12, 2012, the term was extended until February 17, 2014 and the interest rate was reduced to the Wall Street Journal Prime rate (which is currently 3.25%) plus one percent (1%). On May 10, 2013, the Credit Facility was extended until February 17, 2015. The credit facility is secured by all our tangible and intangible assets.

The credit facility contains covenants that place annual restrictions on our operations, including covenants relating to debt restrictions, capital expenditures, minimum deposit restrictions, tangible net worth, net profit, leverage, employee loan restrictions, distribution restrictions (common stock and preferred stock), dividend restrictions, and restrictions on intercompany transactions.  The credit facility also requires that we maintain a minimum working capital at all times.  We were in compliance with all required financial covenants at October 31, 2013 and 2012.
 
On February 3, 2011, we amended the credit facility regarding the creation of a sublimit within the revolving line of credit in the form of a $300,000 term loan for the benefit of GCC.  We provided a corporate guarantee to Sterling in connection with the amendment.
 
 For the fiscal year ended October 31, 2013, our operating activities used net cash of $3,276,259 as compared to the fiscal year ended October 31, 2012 when operating activities provided net cash of $8,026,512.  The decreased cash flow from operations for the fiscal year ended October 31, 2013 was primarily due to decreases in net income of $3,912,281, decreases in accounts receivable of $3,118,117, prepaid green coffee of $528,044, prepaid and refundable income taxes of $1,257,763, deferred income taxes of $705,500 and increases in account payable of $2,921,578, partially offset by increases in inventory of $261,789, prepaid expenses and other current assets of $795,853.
 
   For the fiscal year ended October 31, 2013, our investing activities used net cash of $535,960 as compared to the fiscal year October 31, 2012 when net cash used by investing activities was $2,669,899.  The decrease in our uses of cash in investing activities was primarily due to our equity method investments of $2,100,000.
  
 For the fiscal year ended October 31, 2013, our financing activities provided net cash of $279,305 compared to net cash used in financing activities of $2,032,365 for the fiscal year ended October 31, 2012.  The change in cash flow from financing activities for the fiscal year ended October 31, 2013 was primarily due to our reduced borrowing and dividend payments.
 
 We expect to fund our operations, including paying our liabilities, funding capital expenditures and making required payments on our debts, through October 31, 2014 with cash provided by operating activities and the use of our credit facility.  In addition, an increase in eligible accounts receivable and inventory would permit us to make additional borrowings under our line of credit.
 
Off-Balance Sheet Arrangements
 
 We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
 
 
23

 
 
ITEM 7A.                        QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
 Market risks relating to our operations result primarily from changes in interest rates and commodity prices as further described below.
 
 Interest Rate Risks. We are subject to market risk from exposure to fluctuations in interest rates.  As of October 31, 2013, our debt consisted of $1,229,182 of variable rate debt under our revolving line of credit.  Our line of credit provides for a maximum of $7,000,000 and is payable monthly in arrears on the average unpaid balance of the line of credit at an interest rate equal to a per annum reference rate (currently 3.25%) plus 1%.  This loan is secured by all tangible and intangible assets of the Company.

Commodity Price Risks.  The supply and price of coffee beans are subject to volatility and are influenced by numerous factors which are beyond our control.  We have used, and continue to use, short-term coffee futures and options contracts for the purpose of hedging the effects of changing green coffee prices as further explained in Note 2 of the notes to financial statements in this report.  In addition, we acquire futures contracts with longer terms, generally three to four months, for the purpose of guaranteeing an adequate supply of green coffee.  Realized and unrealized gains or losses on options and futures contracts are reflected in our cost of sales.  Gains on options and futures contracts reduce our cost of sales and losses on options and futures contracts increase our cost of sales.  The use of these derivative financial instruments has generally enabled us to mitigate the effect of changing prices.  We believe that, in normal economic times, our hedging policies remain a vital element to our business model not only in controlling our cost of sales, but also giving us the flexibility to obtain the inventory necessary to continue to grow our sales while trying to minimize margin compression during a time of historically high coffee prices.  However, no strategy can entirely eliminate pricing risks and we generally remain exposed to increases in losses on our futures contracts when prices decline significantly in a short period of time, and we would generally remain exposed to supply risk in the event of non-performance by the counterparties to any futures contracts.  Although we have had net gains on options and futures contracts in the past, we have incurred losses on options and futures contracts during some reporting periods.  In these cases, our cost of sales has increased, resulting in a decrease in our profitability or increase losses. Such losses have and could in the future materially increase our cost of sales and materially decrease our profitability or increase losses and adversely affect our stock price.  See “Item 1A – Risk Factors – If our hedging policy is not effective, we may not be able to control our coffee costs, we may be forced to pay greater than market value for green coffee and our profitability may be reduced.”
 
 As of October 31, 2013, we held 149 future contracts for the purchase of 5,587,500 pounds of coffee at a weighted average price of $1.19 per pound compared to 319 future contracts for the purchase of 11,962,500 pounds of coffee at a weighted average price of $1.66 per pound for the fiscal year ended October 31, 2012.  The fair market value of coffee applicable to such contracts was $1.08 and $1.55 per pound, respectively.  We also held 120 options covering an aggregate of 4,500,000 pounds of green coffee beans at $1.10 per pound.  The fair market value of these options was $244,800 at October 31, 2013.  We did not hold any options at October 31, 2012.

ITEM 8.                        FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 
 See pages F-1 through F-31 following the Exhibit Index of this Annual Report on Form 10-K.
 
 
24

 
 
ITEM 9.                        CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

On April 12, 2013, Coffee Holding Co., Inc. (“Coffee Holding” or the “Company”) engaged Marcum LLP (“Marcum”) as the Company’s new independent registered public accounting firm for the fiscal year ending October 31, 2013. The engagement of Marcum by the Company was approved by the Audit Committee of the Company’s Board of Directors.

On April 12, 2013, following Coffee Holding’s engagement of Marcum, the Company dismissed its former accounting firm ParenteBeard LLC (“ParenteBeard”).  The reports of ParenteBeard on the Company's consolidated financial statements for the fiscal years ended October 31, 2011 and October 31, 2012 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. During the fiscal years ended October 31, 2011 and October 31, 2012 and periods subsequent through dismissal, there were no disagreements with ParenteBeard on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to ParenteBeard’s satisfaction, would have caused ParenteBeard to make reference to the subject matter of the disagreement in connection with its report. During the fiscal years ended October 31, 2011 and October 31, 2012 and periods subsequent through dismissal, there were no “reportable events” as that term is described in Item 304(a)(1)(v) of Regulation S-K.

During the fiscal years ended October 31, 2012 and 2011 and through the date of the Audit Committee's decision, the Company nor anyone on its behalf, consulted Marcum regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered with respect to the consolidated financial statements of the Company, in any case where a written report or oral advice was provided to the Company by Marcum that Marcum concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a “disagreement” (as that term is used in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a “reportable event” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).

ITEM 9A.                      CONTROLS AND PROCEDURES
 
 Evaluation of Disclosure Controls and Procedures. Management, which includes our President, Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report.  Based upon that evaluation, our President, Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were effective to ensure that information required to be disclosed in the reports that we file and submit under the Exchange Act is (i) recorded, processed, summarized and reported as and when required and (ii) accumulated and communicated, as is appropriate, to our management, including its principal executive officer and financial officer to allow timely decisions regarding disclosure.
 
 Management Report on Internal Control Over Financial Reporting.  Management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control system is a process designed to provide reasonable assurance to our management and Board of Directors regarding the preparation and fair presentation of published financial statements.
 
 Our internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets, provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures are being made only in accordance with authorizations of our management and the directors, and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.
 
 
25

 
 
     Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
 
 Our management assessed the effectiveness of its internal control over financial reporting as of October 31, 2013.  In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework.  Based on our assessment management believes that, as of October 31, 2013, our internal control over financial reporting was effective based on those criteria.

   There have been no changes in our internal control over financial reporting identified in connection with the evaluation that occurred during our last fiscal quarter that has materially affected, or that is reasonably likely to materially affect, our internal control over financial reporting.

 Attestation Report of the Registered Public Accounting Firm.

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to section 989G of the Dodd-Frank Wall Street Reform and Consumer Protection Act that permits us to provide only management’s report in this annual report.

ITEM 9B.                      OTHER INFORMATION

 None.
 
 
26

 
 
PART III
 
 ITEM 10.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
 
 
Information required by this item is incorporated by reference to our Proxy Statement for the 2014 Annual Meeting of Stockholders.
 
 
ITEM 11.  EXECUTIVE COMPENSATION
 
 
Information required by this item is incorporated by reference to our Proxy Statement for the 2014 Annual Meeting of Stockholders.
 
 
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
 
 
Information required by this item is incorporated by reference to our Proxy Statement for the 2014 Annual Meeting of Stockholders.
 
 
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
 
 
Information required by this item is incorporated by reference to our Proxy Statement for the 2014 Annual Meeting of Stockholders.
 
 
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
 
 
Information required by this item is incorporated by reference to our Proxy Statement for the 2014 Annual Meeting of Stockholders.
 
 
27

 
 
PART IV
 
ITEM 15.                        EXHIBITS, FINANCIAL STATEMENT SCHEDULES
 
(a)           List of Documents filed as part of this Report
 
(1)           Financial Statements
 
 The financial statements and related notes, together with the report of Marcum LLP appear at pages F-1 through F-31 following the Exhibit List as required by Part II, Item 8 “Financial Statements and Supplementary Data” of this Form 10-K.
 
(2)           Financial Statement Schedules
 
 None.
 
(3)           List of Exhibits
 
 (a)           Exhibits
 
We have filed with this report or incorporated by reference herein certain exhibits as specified below pursuant to Rule 12b-32 under the Exchange Act. See Exhibit Index following the signature page to this report for a complete list of documents filed with this report.
 
Exhibit No.
 
Description
2.1
 
Agreement and Plan of Merger, dated October 31, 1997, by and among Transpacific International Group Corp. and Coffee Holding Co., Inc. (incorporated herein by reference to Exhibit 2 to Post-Effective Amendment No. 1 to the Company’s Registration Statement on Form SB-2 filed on November 10, 1997 (File No. 333-00588-NY)).
     
2.2
 
Asset Purchase Agreement, dated February 4, 2004, by and between Coffee Holding Co., Inc. and Premier Roasters LLC (incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on February 20, 2004 (File No. 333-00588-NY)).
     
3.1
 
Amended and Restated Articles of Incorporation of the Company (incorporated herein by reference to Exhibit 3.1 to the Company’s Registration Statement on Form 8-A the “2005 Registration Statement” filed on May 2, 2005 (File No. 001-32491)).
     
3.2
 
ByLaws of the Company (incorporated herein by reference to Exhibit 3.2 to the 2005 Registration Statement (File No. 001-32491)).
     
4.1
 
Form of Stock Certificate of the Company (incorporated herein by reference to the Company’s Registration Statement on Form SB-2 filed on June 24, 2004 (Registration No. 333-116838)).
     
10.1
 
Loan and Security Agreement, dated February 17, 2009, by and between Sterling National Bank and Coffee Holding Co., Inc. (incorporated herein by reference to Exhibit 10.21 to the Company’s Current Report on Form 8-K filed on February 23, 2009 (File No. 001-32491)).
     
10.2
 
Lease, dated February 4, 2004, by and between Coffee Holding Co., Inc. and the City of La Junta, Colorado (incorporated herein by reference to Exhibit 10.12 to Amendment No. 1 to the Company’s Registration Statement on Form SB-2/A filed on August 12, 2004 (Registration No. 333-116838)).
     
10.3
 
Trademark License Agreement, dated February 4, 2004, between Del Monte Corporation and Coffee Holding Co., Inc. (incorporated herein by reference to Exhibit 10.13 to the Company’s Quarterly Report on Form 10-QSB/A for the quarter ended April 30, 2004 filed on August 26, 2004 (File No. 333-00588-NY)) as amended by that First Amendment to Trademark License Agreement, dated January 4, 2013.
     
10.4
 
First Amendment to Trademark License Agreement, dated January 4, 2013, by and between Del Monte Corporation and Coffee Holding Co., Inc. Certain portions of Exhibit 10.4 are omitted based upon approval of the Company’s request for confidential treatment through January 28, 2023.  The omitted portions were filed separately with the SEC on a confidential basis.
     
10.5
 
Amended and Restated Employment Agreement, dated April 11, 2008, by and between Coffee Holding Co., Inc. and Andrew Gordon (incorporated herein by reference to Exhibit 10.14 of the Company’s Current Report on Form 8-K filed on April 16, 2008 (File No. 001-32491)).
     
10.6
 
Amended and Restated Employment Agreement, dated April 11, 2008, by and between Coffee Holding Co., Inc. and David Gordon (incorporated herein by reference to Exhibit 10.15 of the Company’s Current Report on Form 8-K filed on April 16, 2008 (File No. 001-32491)).
 
     
10.7
 
Coffee Holding Co., Inc. Non-Qualified Deferred Compensation Plan (incorporated herein by reference to Exhibit 10.19 of the Company’s Quarterly Report on Form 10-QSB filed on June 14, 2005 (File No. 001-32491)).
     
10.8
 
Contract of Sale, dated April 14, 2009, by and between Coffee Holding Co., Inc. and 4401 1st Ave LLC (incorporated herein by reference to Exhibit 10.7 to the Company's Annual Report on Form 10-K filed on January 28, 2010 (File No. 001-32491)).
     
 10.9   Loan Modification Agreement, dated as of July 22, 2010, by and between Sterling National Bank and Coffee Holding Co., (incorporated herein by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed on September 14, 2010 (File No. 001-32491)). 
     
10.10
 
First Amendment to Loan and Security Agreement between Coffee Holding Co., Inc. and Sterling National Bank, dated July 23, 2010 (incorporated herein by reference to Exhibit 10.3 to the Company’s Annual Report on Form 10-K filed on January 31, 2011 (File No. 001-32491)).
 
 
 
 
28

 
     
 
Loan Modification Agreement, dated as of May 10, 2013, by and between Sterling National Bank and Coffee Holding Co., Inc.*
     
10.12
 
Placement Agency Agreement, dated as of September 27, 2011, by and among the Company, the selling stockholders named therein, Roth Capital Partners, LLC and Maxim Group, LLC (incorporated herein by reference to Exhibit 10.1 to the Company’s Report on Form 8-K filed on September 27, 2011 (File No. 001-32491)).
     
10.13
 
Subscription Agreement, dated as of September 27, 2011, by and between the Company, the selling stockholders named therein and each of the purchasers identified on the signature pages thereto (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on form 8-K filed on September 27, 2011 (File No. 001-32491)).
     
10.14
 
2013 Equity Compensation Plan (incorporated by reference to Annex A of the Company’s Definitive Proxy Statement filed on February 28, 2013 (File No. 13653320)).
     
11.1
 
Calculation of Earnings Per Share.
     
21.1   List of Significant Subsidiaries*
     
 
Consent of Marcum LLP*
     
 
Consent of ParenteBeard LLC*
     
 
Principal Executive Officer and Principal Financial Officer’s Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
     
 
Principal Executive Officer and Principal Financial Officer’s Certification furnished pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
__________
*  Filed herewith
 
 
29

 
 
SIGNATURES
 
 In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on January 24, 2014.
 
  COFFEE HOLDING CO., INC.  
       
 
By:
/s/ Andrew Gordon  
   
Andrew Gordon
 
   
President, Chief Executive Officer
 
       
 
 
 In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
 
Name
 
Title
 
Date
         
         
/s/ Andrew Gordon 
       
Andrew Gordon
 
President, Chief Executive Officer, Chief Financial Officer, Treasurer and Director (principal executive officer and principal financial and accounting officer)
 
January 24, 2014
         
/s/ David Gordon
       
David Gordon
 
Executive Vice President – Operations, Secretary and Director
 
January 24, 2014
         
/s/ Gerard DeCapua  
       
Gerard DeCapua
 
Director
 
January 24, 2014
         
/s/ Daniel Dwyer 
       
Daniel Dwyer
 
Director
 
January 24, 2014
         
/s/ Barry Knepper
       
Barry Knepper
 
Director
 
January 24, 2014
         
/s/ John Rotelli     
       
John Rotelli
 
Director
 
January 24, 2014
         
/s/ Robert M. Williams
       
Robert M. Williams
 
Director
 
January 24, 2014
 
 
 
30

 
 

EXHIBIT INDEX
 
Exhibit No.
 
Description
2.1
 
Agreement and Plan of Merger, dated October 31, 1997, by and among Transpacific International Group Corp. and Coffee Holding Co., Inc. (incorporated herein by reference to Exhibit 2 to Post-Effective Amendment No. 1 to the Company’s Registration Statement on Form SB-2 filed on November 10, 1997 (File No. 333-00588-NY)).
     
2.2
 
Asset Purchase Agreement, dated February 4, 2004, by and between Coffee Holding Co., Inc. and Premier Roasters LLC (incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on February 20, 2004 (File No. 333-00588-NY)).
     
3.1
 
Amended and Restated Articles of Incorporation of the Company (incorporated herein by reference to Exhibit 3.1 to the Company’s Registration Statement on Form 8-A the “2005 Registration Statement” filed on May 2, 2005 (File No. 001-32491)).
     
3.2
 
ByLaws of the Company (incorporated herein by reference to Exhibit 3.2 to the 2005 Registration Statement (File No. 001-32491)).
     
4.1
 
Form of Stock Certificate of the Company (incorporated herein by reference to the Company’s Registration Statement on Form SB-2 filed on June 24, 2004 (Registration No. 333-116838)).
     
10.1
 
Loan and Security Agreement, dated February 17, 2009, by and between Sterling National Bank and Coffee Holding Co., Inc. (incorporated herein by reference to Exhibit 10.21 to the Company’s Current Report on Form 8-K filed on February 23, 2009 (File No. 001-32491)).
     
10.2
 
Lease, dated February 4, 2004, by and between Coffee Holding Co., Inc. and the City of La Junta, Colorado (incorporated herein by reference to Exhibit 10.12 to Amendment No. 1 to the Company’s Registration Statement on Form SB-2/A filed on August 12, 2004 (Registration No. 333-116838)).
     
10.3
 
Trademark License Agreement, dated February 4, 2004, between Del Monte Corporation and Coffee Holding Co., Inc. (incorporated herein by reference to Exhibit 10.13 to the Company’s Quarterly Report on Form 10-QSB/A for the quarter ended April 30, 2004 filed on August 26, 2004 (File No. 333-00588-NY)) as amended by that First Amendment to Trademark License Agreement, dated January 4, 2013.
     
10.4
 
First Amendment to Trademark License Agreement, dated January 4, 2013, by and between Del Monte Corporation and Coffee Holding Co., Inc. Certain portions of Exhibit 10.4 are omitted based upon approval of the Company’s request for confidential treatment through January 28, 2023.  The omitted portions were filed separately with the SEC on a confidential basis.
     
10.5
 
Amended and Restated Employment Agreement, dated April 11, 2008, by and between Coffee Holding Co., Inc. and Andrew Gordon (incorporated herein by reference to Exhibit 10.14 of the Company’s Current Report on Form 8-K filed on April 16, 2008 (File No. 001-32491)).
     
10.6
 
Amended and Restated Employment Agreement, dated April 11, 2008, by and between Coffee Holding Co., Inc. and David Gordon (incorporated herein by reference to Exhibit 10.15 of the Company’s Current Report on Form 8-K filed on April 16, 2008 (File No. 001-32491)).
 
     
10.7
 
Coffee Holding Co., Inc. Non-Qualified Deferred Compensation Plan (incorporated herein by reference to Exhibit 10.9 of the Company’s Quarterly Report on Form 10-QSB filed on June 14, 2005 (File No. 001-32491)).
     
10.8
 
Contract of Sale, dated April 14, 2009, by and between Coffee Holding Co., Inc. and 4401 1st Ave LLC (incorporated herein by reference to Exhibit 10.7 to the Company's Annual Report on Form 10-K filed on January 28, 2010 (File No. 001-32491)).
     
 10.9   Loan Modification Agreement, dated as of July 22, 2010, by and between Sterling National Bank and Coffee Holding Co., (incorporated herein by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed on September 14, 2010 (File No. 001-32491)). 
     
10.10
 
First Amendment to Loan and Security Agreement between Coffee Holding Co., Inc. and Sterling National Bank, dated July 23, 2010 (incorporated herein by reference to Exhibit 10.3 to the Company’s Annual Report on Form 10-K filed on January 31, 2011 (File No. 001-32491)).
     
 
Loan Modification Agreement, dated as of May 10, 2013, by and between Sterling National Bank and Coffee Holding Co., Inc.*
 
 
 
31

 
 
     
10.12
 
Placement Agency Agreement, dated as of September 27, 2011, by and among the Company, the selling stockholders named therein, Roth Capital Partners, LLC and Maxim Group, LLC (incorporated herein by reference to Exhibit 10.1 to the Company’s Report on Form 8-K filed on September 27, 2011 (File No. 001-32491)).
     
10.13
 
Subscription Agreement, dated as of September 27, 2011, by and between the Company, the selling stockholders named therein and each of the purchasers identified on the signature pages thereto (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on form 8-K filed on September 27, 2011 (File No. 001-32491)).
     
10.14
 
2013 Equity Compensation Plan (incorporated by reference to Annex A of the Company’s Definitive Proxy Statement filed on February 28, 2013 (File No. 13653320)).
     
11.1
 
Calculation of Earnings Per Share.
     
21.1   List of Significant Subsidiaries*
     
 
Consent of Marcum LLP*
     
 
Consent of ParenteBeard LLC*
     
 
Principal Executive Officer and Principal Financial Officer’s Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
     
 
Principal Executive Officer and Principal Financial Officer’s Certification furnished pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
____________
*  Filed herewith
 

 
 
32

 

COFFEE HOLDING CO., INC. AND SUBSIDIARY
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


   
PAGE
 
FINANCIAL STATEMENTS:
     
       
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS
    F-2  
         
CONSOLIDATED BALANCE SHEETS AS OF OCTOBER 31, 2013 AND 2012
    F-4  
         
CONSOLIDATED STATEMENTS OF OPERATIONS - YEARS ENDED OCTOBER 31, 2013 AND 2012
    F-5  
         
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY - YEARS ENDED OCTOBER 31, 2013 AND 2012
    F-6  
         
CONSOLIDATED STATEMENTS OF CASH FLOWS - YEARS ENDED OCTOBER 31, 2013 AND 2012
    F-7  
         
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    F-9  

 
 
F-1

 


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
To the Audit Committee of the
 
Board of Directors and Shareholders
 
of Coffee Holding Co., Inc. and Subsidiaries
 
We have audited the accompanying consolidated balance sheet of Coffee Holding Co., Inc. and Subsidiaries (the “Company”) as of October 31, 2013, and the related consolidated statements of operation, stockholders’ equity and cash flows for the year then ended. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Coffee Holding Co., Inc. and Subsidiaries as of October 31, 2013, and the consolidated results of its operation and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

/s/ Marcum LLP 
Marcum LLP
 
New York, New York
 
January 24, 2014
 

 
F-2

 

Report of Independent Registered Public Accounting Firm
 
Board of Directors
Coffee Holding Co., Inc. and Subsidiaries
 
We have audited the accompanying consolidated balance sheet of the Coffee Holding Co., Inc. and Subsidiaries (the "Company”) as of October 31, 2012 and the related consolidated statements of operations, changes in stockholders’ equity and cash flows for the year then ended.  These consolidated financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Coffee Holding Co., Inc. and Subsidiaries as of October 31, 2012 and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.



/s/ ParenteBeard LLC
 
Clark, New Jersey
January 28, 2013

 
 
F-3

 
 
COFFEE HOLDING CO., INC. AND SUBSIDIARIES
 
CONSOLIDATED BALANCE SHEETS
OCTOBER 31, 2013 AND 2012
 
   
2013
   
2012
 
             
- ASSETS -
 
CURRENT ASSETS:
           
Cash
  $ 4,035,669     $ 7,568,583  
Accounts receivable, net of allowances of $144,000 and $213,674 for 2013 and 2012, respectively
    12,362,792       12,633,128  
Inventories
    9,373,018       11,303,581  
Prepaid green coffee
    439,290       150,000  
Prepaid expenses and other current assets
    336,494       704,013  
Prepaid and refundable income taxes
    1,000,317       62,763  
Deferred income tax asset
    1,330,666       702,655  
TOTAL CURRENT ASSETS
    28,878,246       33,124,723  
                 
Machinery and equipment, at cost, net of accumulated depreciation of $3,130,902 and  $2,631,468 for 2013 and 2012, respectively
    2,060,350       1,791,754  
Customer list and relationships, net of accumulated amortization of $26,250 and $18,750 for 2013 and 2012, respectively
    123,750       131,250  
Trademarks
    180,000       180,000  
Goodwill
    440,000       440,000  
Equity method  investments
    98,178       1,931,931  
Deposits and other assets
    618,498       648,094  
               TOTAL ASSETS
  $ 32,399,022     $ 38,247,752  
                 
- LIABILITIES AND STOCKHOLDERS’ EQUITY -
 
CURRENT LIABILITIES:
               
Accounts payable and accrued expenses
  $ 7,244,822     $ 11,769,107  
Line of credit
    1,229,182       562,500  
Due to broker
    984,040       1,367,389  
Income taxes payable
    -       21,122  
TOTAL CURRENT LIABILITIES
    9,458,044       13,720,118  
                 
Deferred income tax liabilities
    145,666       32,655  
Deferred rent payable
    195,452       166,668  
Deferred compensation payable
    515,498       528,687  
TOTAL LIABILITIES
    10,314,660       14,448,128  
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, 6,456,316 shares issued; 6,372,309 shares outstanding for 2013 and 2012
    6,456       6,456  
  Additional paid-in capital
    15,904,109       15,904,109  
  Contingent consideration
    -       -  
  Retained earnings
    6,111,633       7,979,247  
  Less: Treasury stock, 84,007 common shares, at cost for 2013 and 2012
    (272,133 )     (272,133 )
  Total Coffee Holding Co., Inc. Stockholders’ Equity
    21,750,065       23,617,679  
Noncontrolling interest
    334,297       181,945  
  TOTAL EQUITY
    22,084,362       23,799,624  
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
  $ 32,399,022     $ 38,247,752  
 
See Notes to Consolidated Financial Statements
 
F-4

 
 
COFFEE HOLDING CO., INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FISCAL YEARS ENDED OCTOBER 31, 2013 AND 2012

   
2013
   
2012
 
NET SALES
  $ 133,980,759     $ 173,656,215  
                 
COST OF SALES (which include purchases of approximately $31.2 million and $31.9 million in fiscal years 2013 and 2012, respectively, from a related party)
    128,011,678       161,649,282  
                 
GROSS PROFIT
    5,969,081       12,006,933  
                 
OPERATING EXPENSES:
               
Selling and administrative
    6,939,819       6,900,199  
Officers’ salaries
    582,091       707,070  
               TOTAL
    7,521,910       7,607,269  
(LOSS) INCOME FROM OPERATIONS
    (1,552,829 )     4,399,664  
OTHER INCOME (EXPENSE):
               
Interest income
    43,144       32,967  
Other income and losses
            (14,690 )
Loss from equity method investments
    (105,781 )     (168,069 )
Interest expense
    (106,184 )     (195,093 )
               TOTAL
    (168,821 )     (344,885 )
                 
(LOSS) INCOME BEFORE PROVISION FOR INCOME TAXES AND
               
NON-CONTROLLING INTEREST IN SUBSIDIARY
    (1,721,650 )     4,054,779  
                 
(Benefit) provision for income taxes
    (393,767 )     1,470,381  
                 
NET (LOSS) INCOME BEFORE NON-CONTROLLING INTEREST IN SUBSIDIARY
    (1,327,883 )     2,584,398  
Less: Net income attributable to the non-controlling interest in subsidiary
    (152,352 )     (98,721 )
                 
NET (LOSS) INCOME ATTRIBUTABLE TO COFFEE HOLDING CO., INC.
  $ (1,480,235 )   $ 2,485,677  
                 
                 
Basic (loss) earnings per share
  $ (.23 )   $ .39  
                 
Diluted (loss) earnings per share
  $ (.23 )   $ .37  
                 
Dividends declared per share
  $ .06     $ .12  
                 
Weighted average common shares outstanding:
               
Basic
    6,372,309       6,372,309  
Diluted
    6,372,309       6,639,309  
 
See Notes to Consolidated Financial Statements
 
F-5

 
 
COFFEE HOLDING CO., INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY
FISCAL YEARS ENDED OCTOBER 31, 2013 AND 2012

 
                      
   
Common Stock
   
Treasury Stock
   
Additional 
Paid-in
Capital
   
Retained 
Earnings
   
Contingent Consideration
   
Non-Controlling
Interest
   
Total
 
   
$.001 Par Value
                                           
   
Number of
         
Number of
                                     
 
 
Shares
   
Amount
   
Shares
   
Amount
                           
 
 
                                                       
                                                       
Balance, 10/31/11
    6,372,309     $ 6,456       84,007     $ (272,133 )   $ 15,884,609     $ 6,268,326     $ 19,500     $ 83,224     $ 21,989,982  
                                                                         
OPTCO
                                    19,500               (19,500 )             -  
                                                                         
Dividend
                                            (774,756 )                     (774,756 )
                                                                         
Net income
                                            2,485,677                       2,485,677  
                                                                         
Non-Controlling
                                                                       
Interest
    -       -       -       -       -       -       -       98,721       98,721  
                                                                         
Balance, 10/31/12
    6,372,309     $ 6,456       84,007     $ (272,133 )   $ 15,904,109     $ 7,979,247     $ -     $ 181,945     $ 23,799,624  
                                                                         
 
                                                                       
                                                                         
Dividend
                                            (387,379 )                     (387,379 )
                                                                         
Net loss
                                            (1,480,235 )                     (1,480,235 )
                                                                         
Non-Controlling
                                                                       
Interest
    -       -       -       -       -       -       -       152,352       152,352  
                                                                         
                                                                         
Balance, 10/31/13
    6,372,309     $ 6,456       84,007     $ (272,133 )   $ 15,904,109     $ 6,111,633     $       $ 334,297     $ 22,084,362  

See Notes to Consolidated Financial Statements
 
F-6

 
 
COFFEE HOLDING CO., INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FISCAL YEARS ENDED OCTOBER 31, 2013 AND 2012


   
2013
   
2012
 
OPERATING ACTIVITIES:
           
Net (loss) income
  $ (1,327,883 )   $ 2,584,398  
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
               
Depreciation and amortization
    506,934       447,404  
Unrealized (gain) on commodities
    (383,349 )     (500,169 )
Loss on equity method investments
    105,781       168,069  
Deferred rent
    28,784       19,747  
Deferred income taxes
    (515,000 )     190,500  
Changes in operating assets and liabilities:
               
Accounts receivable
    270,336       3,388,453  
Inventories
    2,434,063       2,172,274  
Prepaid expenses and other current assets
    367,519       (428,334 )
Prepaid green coffee
    (289,290 )     238,754  
Prepaid and refundable income taxes
    (937,554 )     315,209  
Accounts payable and accrued expenses
    (3,531,885 )     (610,307 )
Deposits and other assets
    16,407       19,492  
Income taxes payable
    (21,122 )     21,022  
Net cash (used in) provided by operating activities
    (3,276,259 )     8,026,512  
                 
INVESTING ACTIVITIES:
               
Purchases of equity method investments
    -       (2,100,000 )
Proceeds from disposition of equity method investment
    232,069       -  
Purchases of machinery and equipment
    (768,029 )     (569,899 )
Net cash used in investing activities
    (535,960 )     (2,669,899 )
                 
FINANCING ACTIVITIES:
               
  Advances under bank line of credit
    6,821,366       134,801,724  
  Principal payments under bank line of credit
    (6,154,684 )     (136,059,333 )
  Payment of dividend
    (387,377 )     (774,756 )
Net cash provided by (used in) financing activities
    279,305       (2,032,365 )
                 
NET (DECREASE) INCREASE IN CASH
    (3,532,914 )     3,324,248  
                 
CASH, BEGINNING OF PERIOD
    7,568,583       4,244,335  
                 
CASH, END OF PERIOD
  $ 4,035,669     $ 7,568,583  
                 

   
2013
   
2012
 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW DATA:
           
Interest paid
  $ 108,608     $ 208,064  
Income taxes paid
  $ 803,626     $ 879,756  
                 
 
 
 
F-7

 
 
COFFEE HOLDING CO., INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
OCTOBER 31, 2013 AND 2012
 
 
Schedule of noncash investing and financing activities:
 

 
    Proceeds from disposition of equity method investment:
 
   
2013
   
2012
 
             
  Inventory received
  $ 503,500     $ -  
  Settlement of accounts payable
    992,402       -  
  Total noncash proceeds
  $ 1,495,902     $ -  


See Notes to Consolidated Financial Statements
 
F-8

 
 
COFFEE HOLDING CO., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 31, 2013 AND 2012

NOTE   1   -  BUSINESS ACTIVITIES:

Coffee Holding Co., Inc. (the “Company”) conducts wholesale coffee operations, including manufacturing, roasting, packaging, marketing and distributing roasted and blended cof