Form 8-K
8-K — COFFEE HOLDING CO INC
Accession: 0001493152-26-028444
Filed: 2026-06-12
Period: 2026-06-12
CIK: 0001007019
SIC: 2090 (MISCELLANEOUS FOOD PREPARATIONS & KINDRED PRODUCTS)
Item: Results of Operations and Financial Condition
Item: Financial Statements and Exhibits
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
The
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): June 12, 2026
COFFEE
HOLDING CO., INC.
(Exact
name of registrant as specified in its charter)
Nevada
001-32491
11-2238111
(State
or other jurisdiction
of
incorporation)
(Commission
File
Number)
(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
Not
Applicable
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
☐
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class:
Trading
Symbol
Name
of each exchange on which registered:
Common
Stock, Par Value $0.001 Per Share
JVA
The
Nasdaq Stock Market LLC
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Item 2.02. Results of Operation and Financial Condition.
On June 12, 2026, Coffee Holding
Co., Inc. (the “Company” or “Coffee Holding”) issued a press release disclosing certain information regarding
its results of operations for the quarter ended April 30, 2026. A copy of the press release is furnished hereto under Item 2.02 as Exhibit
99.1.
The
information included in this Item 2.02 and Exhibit 99.1 to this Current Report on Form 8-K, shall not be deemed “filed” for
the purposes of or otherwise subject to the liabilities under Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). Unless expressly incorporated into a filing of the Company under the Securities Act of 1933, as amended, or the Exchange
Act made after the date hereof, the information contained in this Item 2.02 and Exhibit 99.1 hereto shall not be incorporated by reference
into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such
filing.
Item
9.01. Financial Statements and Exhibits.
Exhibit
No.
Description
of Exhibit
99.1
Press Release, dated June 12, 2026
104
Cover
Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Coffee
Holding Co., Inc.
By:
/s/
Andrew Gordon
Name:
Andrew
Gordon
Title:
President
and Chief Executive Officer
Date:
June 12, 2026
EX-99.1
EX-99.1
Filename: ex99-1.htm · Sequence: 2
Exhibit
99.1
Coffee
Holding Company Reports Second Quarter Results.
STATEN
ISLAND, New York – June 12, 2026. Coffee Holding Co., Inc. (Nasdaq: JVA) (the “Company,” “our” or “we”)
announced its operating results for the fiscal quarter ended April 30, 2026.
Net
Sales. Net sales totaled $22,126,156 for the three months ended April 30, 2026, a decrease of 1,193,905, or 5.1%, from $23,320,061
for the three months ended April 30, 2025. The decrease in net sales was primarily attributable to the rapid decline in green coffee
prices that began in late January and continued throughout the quarter. In response to these market conditions, the Company reduced prices
and increased promotional activity for its wholesale roasted coffee customers. In addition, the Company charged lower prices to its wholesale
green coffee customers due to the decline in prevailing coffee market prices during the quarter.
Cost of Sales. Cost of sales for the three
months ended April 30, 2026, was $18,639,088, or 84.2% of net sales, as compared to $19,589,889, or 84.0% of net sales, for the three
ended April 30, 2025. Cost of sales consists primarily of the cost of green coffee and packaging materials and realized and unrealized
gains or losses on hedging activity. While cost of sales decreased due to lower sales volume, cost of sales as a percentage of net sales
increased slightly, primarily due to higher product and packaging costs during the current quarter.
Gross Profit. Gross profit for the three
months ended April 30, 2026, was $3,487,068, a decrease of $243,104 from $ 3,730,172 for the three months ended April 30, 2025. Gross
profit as a percentage of net sales was 15.8% for the three months ended April 30, 2026, compared to 16.0% for the three months ended
April 30, 2025. The decrease in gross profit was primarily attributable to the lower sales volumes and pricing pressures discussed above.
Operating Expenses. Total operating expenses
increased by $303,015 to $3,144,572 for the three months ended April 30, 2026, from $2,841,557 for the three months ended April 30, 2025.
Selling and administrative expenses increased from $2,598,283 for the three months ended April 30, 2025, to $2,943,955 for the three
months ended April 30, 2026. Operating expenses increased slightly compared to the prior-year period but remained generally consistent
with historical levels.
Net
Income. The Company had net income of $262,489 or $0.05 per share basic and diluted, for the three months ended April 30, 2026,
compared to net income of $644,055, or $0.11 per share basic and diluted, for the three months ended April 30, 2025. The change in net
income was due to our results of operations as described above.
“Our
second quarter results were severely impacted by the steady and rapid decline in the green coffee market which began in the final week
of January and continued unabated for the entire quarter. A 25% decline in the commodity price for coffee had a negative effect on the
price we were able to sell our green coffee inventory to our roaster wholesale customers which not only impacted profitability, but also
negatively impacted sales volumes; as customers took a ‘wait and see’ approach on coffee purchases,” said Andrew Gordon
President and CEO.
“We
also promoted more than anticipated in addition to lowering costs to some of our large retail customers in order to maintain anticipated
sales forecasts in some of these customers.
Fortunately,
the national brands held their current list pricing in place which allowed us to do the same, somewhat mitigating the potential impairment
to our anticipated profit margins. Also, the decrease in the green coffee market does have a silver lining as we were recently awarded
some substantial new business which we now will be able to service at increased margins due to new lower input costs in addition to expected
increased profit margins on our Cafe Caribe brand. We plan to continue to focus on reducing inventories over the next several months
as we believe the historical high in the price of green coffee over the last two years is now in the rear-view mirror and, as result,
we do not believe there is a need for carrying extra inventory coverage. Even with the adverse coffee commodity pricing we have experienced,
we believe we are still well positioned to maintain profitability for the balance of 2026,” concluded Mr. Gordon.
About
Coffee Holding
Founded
in 1971, Coffee Holding Co., Inc. (NASDAQ: JVA) is a leading integrated wholesale coffee roaster and dealer in the United States and
one of the few coffee companies that offers a broad array of coffee products across the entire spectrum of consumer tastes, preferences
and price points. Coffee Holding’s product offerings consist of eight proprietary brands, each targeting a different segment of
the consumer coffee market as well as roasting and blending coffees for major wholesalers and retailers throughout the United States
who want to have products under their own names to compete with national brands. In addition to selling roasted coffee, Coffee Holding
also imports green coffee beans from around the world, which it resells to smaller regional roasters and coffee shops around the United
States and Canada.
Forward
looking statements
Any
statements that are not historical facts contained in this release are “forward-looking statements” within the meaning of
the Private Securities Litigation Reform Act of 1995, including the Company’s outlook on revenue and profitability growth. Forward-looking
statements include statements with respect to our beliefs, plans, objectives, goals, expectations, anticipations, assumptions, estimates,
intentions, and future performance, and involve known and unknown risks, uncertainties and other factors, which may be beyond our control,
and which may cause our actual results, performance or achievements to be materially different from future results, performance or achievements
expressed or implied by such forward-looking statements. We have based these forward-looking statements upon information available to
management as of the date of this release and management’s expectations and projections about certain future events. It is possible
that the assumptions made by management for purposes of such statements may not materialize. Such statements may involve risks and uncertainties,
including but not limited to those relating to product demand, pricing, market acceptance, hedging activities, the effect of economic
conditions (including tariffs), intellectual property rights, the outcome of competitive products, the results of financing efforts,
the ability to complete transactions and other risks and uncertainties described in the “Risk Factors” section of documents
filed by the Company from time to time with the Securities and Exchange Commission. The Company undertakes no obligation to update or
revise any forward-looking statement for events or circumstances after the date on which such statement is made.
Company
Contact
Coffee
Holding Co., Inc.
Andrew
Gordon
President
& CEO
(718)
832-0800
COFFEE
HOLDING CO., INC.
CONDENSED
CONSOLIDATED BALANCE SHEETS
April 30, 2026
October 31, 2025
(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents
$ 2,322,774
$ 701,872
Accounts receivable, net of allowances of $313,000 for April 30, 2026 and October 31, 2025.
7,813,567
12,093,251
Inventories
19,544,732
20,446,481
Due from broker
1,977,598
1,424,036
Prepaid expenses and other current assets
383,708
594,360
Prepaid and refundable income taxes
-
180,916
TOTAL CURRENT ASSETS
32,042,379
35,440,916
Building, machinery, and equipment, net
3,351,641
3,463,072
Customer list and relationships, net of accumulated amortization of $327,250 and $316,250 for April 30, 2026 and October 31, 2025, respectively
112,750
123,750
Trademarks and tradenames
327,000
327,000
Equity method investments
889,652
39,651
Right of use asset
1,867,033
2,084,175
Deferred income tax assets - net
173,063
229,899
Deposits and other assets
330,800
339,909
TOTAL ASSETS
$ 39,094,318
$ 42,048,372
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses
$ 4,371,642
$ 5,641,836
Line of credit
2,650,000
6,050,000
Due to broker
921,328
303,813
Lease liabilities - current portion
906,309
811,975
TOTAL CURRENT LIABILITIES
8,849,279
12,807,624
Lease liabilities - long term
1,221,037
1,530,096
Deferred compensation payable
-
129,646
TOTAL LIABILITIES
10,070,316
14,467,366
Commitments and Contingencies (Note 10)
STOCKHOLDERS’ EQUITY:
Common stock, par value $.001 per share; 30,000,000 shares authorized, 6,633,930 shares issued for April 30, 2026 and October 31, 2025; 5,708,599 shares outstanding for April 30, 2026 and October 31, 2025
6,634
6,634
Additional paid-in capital
19,094,618
19,094,618
Retained earnings
14,556,310
13,113,314
Less: common stock held in treasury, at cost; 925,331 shares at April 30, 2026 and October 31, 2025
(4,633,560 )
(4,633,560 )
TOTAL STOCKHOLDERS’ EQUITY
29,024,002
27,581,006
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
$ 39,094,318
$ 42,048,372
COFFEE
HOLDING CO., INC.
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Six months ended April 30,
Three months ended April 30,
2026
2025
2026
2025
NET SALES
$ 47,691,996
$ 44,625,346
$ 22,126,156
$ 23,320,061
COST OF SALES
38,079,991
36,009,105
18,639,088
19,589,889
GROSS PROFIT
9,612,005
8,616,241
3,487,068
3,730,172
OPERATING EXPENSES:
Selling and administrative
6,483,162
5,682,024
2,943,955
2,598,283
Officers’ salaries
409,606
454,571
200,617
243,274
TOTAL
6,892,768
6,136,595
3,144,572
2,841,557
INCOME FROM OPERATIONS
2,719,237
2,479,646
342,496
888,615
OTHER INCOME (EXPENSE):
Interest income
14
23
6
13
Interest expense
(105,364 )
(49,222 )
(39,625 )
(17,552 )
Gain from equity method investment
-
-
-
23
Other income
-
29
-
29
TOTAL
(105,350 )
(49,170 )
(39,619 )
(17,487 )
INCOME BEFORE INCOME TAX
2,613,887
2,430,476
302,877
871,128
Income Tax Provision
703,078
633,165
40,388
227,073
NET INCOME
$ 1,910,809
$ 1,797,311
$ 262,489
$ 644,055
Basic and diluted income per share
$ 0.33
$ 0.31
$ 0.05
$ 0.11
Weighted average common shares outstanding:
Basic and diluted
5,708,599
5,708,599
5,708,599
5,708,599
COFFEE
HOLDING CO., INC.
CONDENSED
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
THREE
AND SIX MONTHS ENDED APRIL 30, 2026 AND 2025
(UNAUDITED)
Common Stock
Treasury Stock
Additional Paid-
Retained
Shares
Amount
Shares
Amount
in Capital
Earnings
Total
Balance, October 31, 2024
5,708,599
$ 6,634
925,331
$ (4,633,560 )
$ 19,094,618
$ 11,709,875
$ 26,177,567
Net income
-
-
-
-
-
1,153,256
1,153,256
Balance, January 31, 2025
5,708,599
6,634
925,331
(4,633,560 )
19,094,618
12,863,131
27,330,823
Net income
-
-
-
-
-
644,055
644,055
Balance, April 30, 2025
5,708,599
$ 6,634
$ 925,331
$ (4,633,560 )
$ 19,094,618
$ 13,507,186
$ 27,974,878
Balance, October 31, 2025
5,708,599
$ 6,634
925,331
$ (4,633,560 )
$ 19,094,618
$ 13,113,314
$ 27,581,006
Dividend declared at $0.08 per common share outstanding
-
-
-
-
-
(467,813 )
(467,813 )
Net income
-
-
-
-
-
1,648,320
1,648,320
Balance, January 31, 2026
5,708,599
6,634
925,331
(4,633,560 )
19,094,618
14,293,821
28,761,513
Net income
-
-
-
-
-
262,489
262,489
Balance, April 30, 2026
5,708,599
$ 6,634
$ 925,331
$ (4,633,560 )
$ 19,094,618
$ 14,556,310
$ 29,024,002
COFFEE
HOLDING CO., INC.
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Six months ended April 30,
2026
2025
OPERATING ACTIVITIES:
Net income
$ 1,910,809
$ 1,797,311
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization
432,029
318,228
Realized and unrealized gains, net
(161,048 )
(1,532,721 )
Amortization of right-of-use asset
336,500
385,372
Bad debt expense
50,000
-
Deferred income taxes benefit
56,836
225,540
Changes in operating assets and liabilities:
Accounts receivable
4,229,684
(247,470 )
Inventories
901,749
(1,241,503 )
Prepaid expenses and other current assets
210,652
(271,922 )
Prepaid and refundable income taxes
180,916
285,438
Deposits and other assets
9,109
(392,387 )
Accounts payable and accrued expense
(1,270,194 )
(531,642 )
Change in lease liabilities
(334,083 )
(357,193 )
Change in due/from broker
225,000
-
Deferred compensation payable
(129,646 )
6,995
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
6,648,313
(1,555,954 )
INVESTING ACTIVITIES:
Acquisition of Second Empire
-
(800,000 )
Purchase of investment
(850,000 )
-
Cash paid for leasehold improvements
(280,834 )
(160,000 )
Purchases of building, machinery and equipment
(28,764 )
(32,907 )
NET CASH USED IN INVESTING ACTIVITIES
(1,159,598 )
(992,907 )
FINANCING ACTIVITIES:
Payment of dividend
(467,813 )
-
Proceeds from bank line of credit
-
4,500,000
Principal payments under bank line of credit
(3,400,000 )
(1,500,000 )
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES
(3,867,813 )
3,000,000
NET CHANGE IN CASH AND CASH EQUIVALENTS
1,620,902
451,139
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR
701,872
1,381,023
CASH AND CASH EQUIVALENTS, END OF YEAR
$ 2,322,774
$ 1,832,162
SUPPLEMENTAL DISCLOSURE OF CASH FLOW DATA:
Cash paid for income taxes
$ -
$ 2,833
Interest paid
$ 131,311
$ 23,444
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
$
$
Initial recognition of operating lease right-of-use asset
$ 119,358
$ 2,113,581
Initial recognition of operating lease liabilities
119,358
2,113,581
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v3.26.1
Cover
Jun. 12, 2026
Cover [Abstract]
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Document Period End Date
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Entity File Number
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Entity Registrant Name
COFFEE
HOLDING CO., INC.
Entity Central Index Key
0001007019
Entity Tax Identification Number
11-2238111
Entity Incorporation, State or Country Code
NV
Entity Address, Address Line One
3475
Victory Boulevard
Entity Address, City or Town
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Entity Address, State or Province
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City Area Code
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Local Phone Number
832-0800
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Security Exchange Name
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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
+ Details
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Namespace Prefix:
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Period Type:
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X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
+ Details
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Namespace Prefix:
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Data Type:
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Balance Type:
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Period Type:
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X
- Definition
Title of a 12(b) registered security.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
+ Details
Name:
dei_Security12bTitle
Namespace Prefix:
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Data Type:
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Balance Type:
na
Period Type:
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X
- Definition
Name of the Exchange on which a security is registered.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
+ Details
Name:
dei_SecurityExchangeName
Namespace Prefix:
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Data Type:
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Balance Type:
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Period Type:
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X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14a
-Subsection 12
+ Details
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Data Type:
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Balance Type:
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Period Type:
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X
- Definition
Trading symbol of an instrument as listed on an exchange.
+ References
No definition available.
+ Details
Name:
dei_TradingSymbol
Namespace Prefix:
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Data Type:
dei:tradingSymbolItemType
Balance Type:
na
Period Type:
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X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
+ Details
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