SECURITIES & EXCHANGE COMMISSION EDGAR FILING
COFFEE HOLDING CO INC
Form: 10-K
Date Filed: 2017-01-27
Corporate Issuer CIK: 1007019
© Copyright 2017, Issuer Direct Corporation. All Right Reserved. Distribution of this document is strictly prohibited, subject to the terms of use.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended October 31, 2016
☐ 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
(State or other jurisdiction of incorporation or organization)
11-2238111
(I.R.S. Employer Identification No.)
3475 Victory Boulevard, Staten Island, New York
(Address of principal executive offices)
10314
(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:
Common Stock, Par Value $0.001 Per Share
Name of each exchange on which registered:
NASDAQ Capital Market
Securities registered under Section 12(g) 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 ☐ No ☒
Indicate by check mark if registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
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 preceding 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 ☒No ☐
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 ☒ No ☐
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (17 CFR 229.405) 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. ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or a smaller reporting company. See the
definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ☐
Non-accelerated filer ☐
Accelerated filer ☐
Smaller Reporting Company ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
The aggregate market value of the voting and non-voting 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, 2016, was $20,042,945.
As of January 20, 2017, the registrant had 5,863,302 shares of common stock, par value $0.001 per share, outstanding.
Portions of the registrant’s proxy statement for the 2016 annual meeting of stockholders to be filed pursuant to Regulation 14A within 120 days after the
registrant’s fiscal year ended October 31, 2016, are incorporated by reference in Part III of this Form 10-K.
Documents incorporated by reference
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
TABLE OF CONTENTS
BUSINESS
RISK FACTORS
UNRESOLVED STAFF COMMENTS
PROPERTIES
LEGAL PROCEEDINGS
MINE SAFETY DISCLOSURES
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
EQUITY SECURITIES
SELECTED FINANCIAL DATA
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
CONTROLS AND PROCEDURES
OTHER INFORMATION
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
EXECUTIVE COMPENSATION
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
PRINCIPAL ACCOUNTING FEES AND SERVICES
PART I
ITEM 1.
ITEM 1A.
ITEM 1B.
ITEM 2.
ITEM 3.
ITEM 4.
PART II
ITEM 5.
ITEM 6.
ITEM 7.
ITEM 7A.
ITEM 8.
ITEM 9.
ITEM 9A.
ITEM 9B.
PART III
ITEM 10.
ITEM 11.
ITEM 12.
ITEM 13.
ITEM 14.
PART IV
ITEM 15.
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
SIGNATURES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
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ITEM 1.
BUSINESS
General Overview
PART I
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 eight proprietary and licensed brand
names in different segments of the market.
Our private label and branded coffee products are sold throughout the United States, Canada and certain countries in Asia 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.
In June of 2016, we acquired substantially all of the assets of Coffee Kinetics LLC (doing business as Sonofresco) through our wholly-owned subsidiary
Sonofresco, LLC (“Sonofresco”), including equipment, inventory, customer lists, relationships and accounts payable. In addition to our wholesale green coffee,
private label coffee and branded coffee product offerings, we currently sell tabletop coffee roasting equipment to our customers through Sonofresco.
We were incorporated on October 9, 1995 under the laws of the State of Nevada under the name Transpacific International Group Corp (“Transpacific”).
On April 16, 1998, Transpacific completed a merger with Coffee Holding Co., Inc., a New York corporation. Upon the consummation of the merger, Coffee
Holding Co., Inc. was merged into Transpacific and Transpacific changed its name to Coffee Holding Co., Inc.
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 including organic and fair trade coffees;
● Wholesale specialty green and gourmet whole bean coffees including organic and fair trade coffees;
●
Food service;
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●
●
●
Instant coffees;
Tea; and
Tabletop coffee roasting equipment.
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 425% from 150 to 787. 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. 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.
Diverse Portfolio of Differentiated Branded Coffees. We have amassed a portfolio of six 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. 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 34 and 36 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. We believe 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.
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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;
Teton tea;
Private label “value” blends;
Specialty instant coffees;
Sales of our tabletop coffee roasting equipment; and
Cold brew.
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 Countries in Asia. During 2013, we (i) introduced our Don Manuel brand for sale in the Shanghai market through an
exclusive licensing arrangement with the DTS8 Coffee Company, Ltd., (ii) commenced sales of green coffee into China and (iii) continued to build upon prior
sales of our S&W coffee in certain countries in Asia. We intend to pursue opportunities to increase sales of our green coffee, private label coffee and branded
coffee into certain countries in Asia.
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 eight 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 without venturing into the
highly competitive retail specialty coffee environment. We believe that by 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.”
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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, 2016, we supplied coffee under approximately 26
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, a specialty espresso coffee that targets espresso coffee drinkers and, in particular, the Hispanic consumer market;
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;
S&W, 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, 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;
Via Roma, an Italian espresso targeted at the more traditional espresso drinker;
Il CLASSICO , an S&W brand espresso product; and
Premier Roasters, retail high end premium whole-bean canisters and food service packs.
Other Products
We also offer several niche products, including:
●
●
●
specialty instant coffees;
tea; and
trial-sized mini-brick coffee packages.
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, 2016 and 2015 was
$1.64 and $1.21 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 to 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
Generations Coffee Company, LLC (“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.
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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 2016 and 2015, approximately 43% and 64%, respectively, of all
of our green coffee purchases were from five suppliers. One of these suppliers, Rothfos Corporation, accounted for approximately $8.5 million, or 13%, in 2016,
and $22.1 million, or 21%, in 2015, 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, currency fluctuations 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. Historically, we have
used, and intend to continue to use in a limited capacity, short-term coffee futures and options contracts primarily for the purpose of partially hedging the effects
of changing green coffee prices and to reduce our costs of sales, as further explained in Note 2 of the Notes to the Condensed Consolidated Financial
Statements in this Report. In addition, we acquired, and expect to continue to acquire, futures contracts with longer terms, generally three to four months,
primarily 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, under normal market
conditions, our hedging policies are a necessary component of 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 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 of our futures
contracts. Although we have had net gains on options and futures contracts in the past, we incurred significant losses on options and futures contracts during
past reporting periods in 2015. In those cases, our cost of sales increased, resulting in a decrease in our profitability or increase in our losses. Such losses have,
and similar losses could in the future, materially increase our cost of sales and materially decrease our profitability 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.” 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. As previously announced, as a result of the volatile nature of
the commodities markets, we have scaled back our use of hedging and short-term trading of coffee futures and options contracts, and intend to continue to use
these practices in a more limited capacity than we did previously. See “Quantitative and Qualitative Disclosures About Market Risk—Commodity Price Risks.”
Trademarks
We hold trademarks, registered with the United States Patent and Trademark Office, for all six 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.
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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 GMCR. Sales to GMCR accounted for approximately $22.6 million or 29% of our net sales for the fiscal year ended
October 31, 2016, and $63.8 million or 54% for the fiscal year ended October 31, 2015.
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 tea and our
own brands, filter packages, and peripheral products.
Charitable Activities
We are also a supporter of several coffee-oriented charitable organizations and during fiscal 2016 and 2015, we donated approximately $46,000 and
$67,000, respectively, to charities.
●
For over 20 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 certified coffee helps small coffee farmers to increase their incomes
and improve the prospects of their communities and families. It guarantees farmers a minimum price of $1.90 per pound.
● 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.
Competition
The coffee market is highly competitive. We compete in the following areas:
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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, market identification as well as providing access to an extensive variety of coffee products and
inventory. 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
Organic Products Trading Company, LLC (“OPTCO”) and Sonofresco 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 70 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.
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.
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EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Risks 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 than used previously 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 than done previously 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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EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
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 an increase in losses. Although we have had net gains on options and futures contracts in the past, we
incurred losses on options and futures contracts during some reporting periods in 2015. In those cases, our cost of sales increased, resulting in a decrease in
our profitability or an increase in losses. Such losses have, and similar losses could in the future, could 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 or acquisitions are not successful. We have historically utilized
acquisitions and joint ventures to grow our business and we intend to continue to seek opportunities for new joint ventures and acquisitions that will be
complementary to our business. While we believe that our joint ventures will be successful, losses in our joint ventures 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.
Acquisitions including strategic investments or alliances entail numerous risks, which may include:
●
●
●
●
●
difficulties in integrating acquired operations or products, including the loss of key employees from, or customers of, acquired businesses;
diversion of management’s attention from our existing businesses;
adverse effects on existing business relationships with suppliers and customers;
adverse impacts of margin and product cost structures different from those of our current mix of business; and
risks of entering distribution channels, categories or markets in which we have limited or no prior experience.
Our failure to successfully complete the integration of any acquired business, and any adverse consequences associated with our acquisition activities,
could have a material adverse effect on our business, financial condition and operating results.
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
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EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
●
●
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.
The loss of any of our key customers, including Keurig Green Mountain, could negatively affect our revenues and decrease our earnings. We
are dependent upon sales of our products to our key customers, including GMCR, which accounted for approximately 29% and 54% of our net sales for the fiscal
years ended October 31, 2016 and 2015, respectively. Going forward, we expect this decrease to continue. No other customer accounted for greater than 10%
of our net sales during our 2015 and 2016 fiscal years. We generally do not enter long-term contracts with our customers that are material to our
business. Accordingly, some of 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 our key 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.
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;
we may be vulnerable to higher interest rates because interest expense on borrowings under our revolving line of credit is based on variable rates;
and
we may be subject to covenants that could restrict our operations.
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 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.
There can be no assurance that we will be in compliance with all covenants in the future or that we will be able to modify the terms of the credit facility should
that become necessary. Failure to comply with any of these covenants and restrictions would result in an event of default under the loan agreement.
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EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
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 and slotting payments to increase retail shelf space, to increase awareness of our brands, which we expect will create
and maintain brand loyalty. If our brand-building strategy is unsuccessful, these expenses, including the slotting 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 our products are processed in-house under strict quality control guidelines which have been in place for more than 30 years, 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.
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.
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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.
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.
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.
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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.
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:
●
●
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●
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.
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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 11.5% 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. In addition, the Gordon family’s influence
could preclude any unsolicited acquisition of us and consequently materially adversely affect the price of our common stock.
The market price of our common stock has been volatile over the year and may continue to be volatile. The market price and trading volume of our
common stock has been volatile over the past year and it may continue to be volatile. Over the past year, our common stock has traded as low as $3.00 and as
high as $6.15 per share. 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, and the
impact of other “Risk Factors” discussed in this Annual Report.
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:
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●
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” for two (2) years after the date that the person first became an interested stockholder, unless the
combination meets all of the requirements of our articles of incorporation and (i) the purchase of shares by the interested stockholder is approved by
our board of directors before that date or (ii) the combination is approved by our board of directors and, at or after that time, the combination is
approved at an annual or special meeting of our stockholders, and not by written consent, by the affirmative vote of the holders of stock representing
at least sixty percent (60%) of our outstanding voting power not beneficially owned by the interested stockholder or the affiliates or associates of the
interested stockholder.
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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 $129,420
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 $36,889 under the terms of a lease, which expires in May 2017.
We lease office space in Burlington, Washington. We pay annual rent of $36,000 under the terms of a lease, which expires in December 2017.
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.
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.
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EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
SECURITIES
Our common stock trades on the NASDAQ Capital Market under the symbol “JVA.” We do not currently pay cash dividends on our common stock. We do
not intend to declare or pay cash dividends on our common stock for the foreseeable future, but currently intend to retain any future earnings for use in the
operation and expansion of our business. The payment of cash dividends if any, on the common stock will rest solely within the discretion of our board of
directors and will depend, among other things, upon our earnings, capital requirements, financial condition, and other relevant factors.
As of January 20, 2017, we had 174 holders of record.
We repurchased 53,687 shares of our common stock during the year ended October 31, 2015.
We repurchased 337,269 shares of our common stock during the year ended October 31, 2016.
ISSUER PURCHASES OF EQUITY SECURITIES (1)
Period
August 1, 2016 to August 31, 2016
September 1, 2016 to September 30, 2016
October 1, 2016 to October 31, 2016
Total
(a)
Total Number of
Shares (or
Unites)
Purchased
(b)
Average Price
Paid per Share
(or Unit)
(d)
Maximum
Number (or
Approximate
Dollar Value) of
Shares (or Units)
that May Yet Be
Purchased Under
the Plans or
Programs
(c)
Total Number of
Shares (or Units)
Purchased as
Part of Publicly
Announced Plans
or Programs
-
66,750
96,231
$
$
-
5.53
5.67
-
66,750
96,231
$
$
-
564,033
18,272
(1) On September 29, 2015, we announced that the Board of Directors had approved a share repurchase program (the “Share Repurchase Program”)
pursuant to which we may repurchase up to $2 million of our outstanding common stock from time to time on the open market and in privately negotiated
transactions subject to market conditions, share price and other factors. The Share Repurchase Program may be discontinued or suspended at any time.
The following table sets forth the high and low sales prices of our common stock for each quarter of the last two fiscal years.
1st Quarter
2nd Quarter
3rd Quarter
4th Quarter
1st Quarter
2nd Quarter
3rd Quarter
4th Quarter
High
Low
$
$
$
$
$
$
$
$
2016
4.90
4.49
6.15
6.00
$
$
$
$
2015
$
$
$
$
6.20
5.38
5.50
5.07
3.00
3.05
3.50
5.01
4.50
4.39
4.70
3.74
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EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
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.
Income Statement Data:
Net sales
Cost of sales
Gross profit
Operating expenses
Income (loss) from operations
Other income (expense)
Income (loss) before income taxes
Provision (benefit) for income taxes
Minority interest
Net income (loss)
Net income (loss) per share – Basic
Net income (loss) per share – Diluted
Balance Sheet Data:
Total assets
Short-term debt
Long-term debt
Total liabilities
Stockholders’ equity
Book value per share
Per Common Share Data:
Basic EPS
Diluted EPS
Cash dividends declared
For the Years Ended October 31,
2016
2015
2014
2013
2012
(Dollars in thousands, except per share data)
78,948 $
67,066
11,882
8,019
3,863
(147)
3,716
1,366
(138)
2,212 $
0.36 $
0.36 $
118,154 $
112,437
5,717
7,654
(1,937)
(156)
(2,093)
(764)
(84)
(1,413) $
(0.23) $
(0.23) $
108,863 $
93,334
15,529
7,527
8,002
(37)
7,965
2,947
(51)
4,967 $
133,981 $
128,012
5,969
7,522
(1,553)
(169)
(1,722)
(393)
(152)
(1,481) $
0.78 $
0.78 $
(0.23) $
(0.23) $
173,656
161,649
12,007
7,607
4,400
(345)
4,055
1,471
(98)
2,486
0.39
0.37
At October 31,
2016
2015
2014
2013
2012
(Dollars in thousands, except per shares data)
37,023 $
6,958
–
11,910
24,913
4.28 $
35,274 $
5,554
–
10,856
24,418
3.96 $
38,952 $
2,498
–
12,898
26,055
4.19 $
32,399 $
1,229
–
10,315
22,084
3.47 $
38,248
563
–
14,448
23,800
3.73
2016
2015
2014
2013
2012
At October 31,
.36 $
.36 $
0 $
(.23) $
(.23) $
0 $
.78 $
.78 $
0 $
(.23) $
(.23) $
387,379 $
.39
.37
774,756
$
$
$
$
$
$
$
$
$
17
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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 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,” “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.
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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;
the roasting, blending, packaging and sale of our eight brands of coffee; and
sales of our tabletop coffee roasting equipment.
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 acquisition of Premier Roasters, LLC, including equipment and a roasting facility in La Junta, Colorado, the addition of a
west coast sales manager to increase sales of our private label and branded coffees to new customers, our joint venture with Caruso’s Coffee, Inc. of
Brecksville, Ohio, the transaction with OPTCO, the transaction with Sonofresco and our licensing arrangement with DTS8 Coffee Company, Ltd. 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 35%
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.
The supply and price of coffee beans are subject to volatility and are influenced by numerous factors which are beyond our control. Historically, we have
used, and intend to continue to use in a limited capacity, short-term coffee futures and options contracts primarily for the purpose of partially hedging the effects
of changing green coffee prices, as further explained in Note 2 of the Notes to the Condensed Consolidated Financial Statements in this Report . In addition, we
acquired, and expect to continue to acquire, futures contracts with longer terms, generally three to four months, primarily 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 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 of our futures contracts. Although we have had net gains on options and futures
contracts in the past, we have incurred significant losses on options and futures contracts during some recent reporting periods. In these cases, our cost of sales
has increased, resulting in a decrease in our profitability or increase our losses. Such losses have and could in the future materially increase our cost of sales
and materially decrease our profitability 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.” 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. As previously announced, as a result of the volatile nature of the commodities markets, we have and are continuing to scale back our use of
hedging and short-term trading of coffee futures and options contracts, and intend to continue to use these practices in a limited capacity going forward.
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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,
commodities held 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.
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 $135,000 for the year ended October 31, 2016. 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 $142,000 for the year ended October 31, 2016.
The commodities held at broker represent the market value of the Company’s trading account, which consists of option and futures contracts for
coffee held with a brokerage firm. We use options and futures contracts, which are not designated or qualifying as hedging instruments, to partially
hedge the effects of fluctuations in the price of green coffee beans. Options and futures contracts are recognized at fair value in the consolidated
financial statements with current recognition of gains and losses on such positions. We classify options and futures contracts as trading securities
and accordingly, unrealized holding gains and losses are included in earnings. We record realized and unrealized gains and losses in our cost of
sales in the statement of operations/income.
● We account for income taxes in accordance with the relevant authoritative guidance. Deferred tax assets and liabilities are computed for
temporary differences between the financial statement and tax basis of assets and liabilities that will result in taxable or deductible amounts in the
future based on enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reflected on the
balance sheet when it is determined that it is more likely than not that the asset will be realized.
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●
Our goodwill consists of the cost in excess of the fair market value of the acquired net assets of OPTCO and Sonofresco, 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 lists and relationships and trademarks acquired from
OPTCO and Sonofesco. At October 31, 2016 our balance sheet reflected goodwill and intangible assets as set forth below:
Customer list and relationships, net
Trademarks
Goodwill
October 31, 2016
219,750
$
180,000
1,017,905
1,417,655
$
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.
Year Ended October 31, 2016 (Fiscal Year 2016) Compared to the Year Ended October 31, 2015 (Fiscal Year 2015)
Net Sales. Net sales totaled $78,948,228 for the fiscal year ended October 31, 2016, a decrease of $39,205,313, or approximately 33%, from
$118,153,541 for the fiscal year ended October 31, 2015. The decrease in net sales reflects reduced wholesale transactions with our largest wholesale green
coffee customer during fiscal 2016 of approximately $41,044,000.
Cost of Sales. Cost of sales for the fiscal year ended October 31, 2016 was $67,066,050, or approximately 85% of net sales, as compared to
$112,436,831, or approximately 95% of net sales, for the fiscal year ended October 31, 2015. Cost of sales consists primarily of the cost of green coffee and
packaging materials and realized and unrealized gains or losses on hedging activity. The decrease in cost of sales reflects a more favorable inventory position
during fiscal 2016 and our reduced wholesale transactions with our largest wholesale green coffee customer.
Gross Profit. Gross profit for the fiscal year ended October 31, 2016 was $11,882,178, an increase of $6,165,468 from $5,716,710 for the fiscal year
ended October 31, 2015. Gross profit as a percentage of net sales increased to approximately 15% for the fiscal year ended October 31, 2016 from
approximately 5% for the fiscal year ended October 31, 2015. The increase in our margins was due to improved margins on our wholesale and roasted business
as well as a decrease in our losses period to period on our hedging operations.
Operating Expenses. Total operating expenses increased by $365,081 to $8,019,110 for the fiscal year ended October 31, 2016 from $7,654,029 for the
fiscal year ended October 31, 2015. Selling and administrative expenses increased $362,966, or approximately 5%, to $7,363,710 for the fiscal year ended
October 31, 2016 from $7,000,744 for the fiscal year ended October 31, 2015.
Other Income (Expense). Other expense for the fiscal year ended October 31, 2016 was $147,106, a decrease of $8,752 from $155,858 for the fiscal
year ended October 31, 2015. The decrease in other expense was attributable to a decrease in interest expense of $12,764 partially offset by an increase in our
loss from our equity investments of $139 and a decrease in interest income of $3,873, during the fiscal year ended October 31, 2016.
21
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Income (Loss) Before Taxes and Non-controlling Interest in Subsidiary. We had income of $3,715,962 before income taxes and non-controlling
interest in subsidiary for the fiscal year ended October 31, 2016 compared to a net loss of $(2,093,177) for the fiscal year ended October 31, 2015, resulting in a
net change of $5,809,139 for the year ended October 31, 2016. The increase was primarily attributable to our decreased realized trading loss.
Income Taxes. Our provision (benefit) for income taxes for the fiscal year ended October 31, 2016 totaled $1,365,920 compared to a benefit of
$(763,647) for the fiscal year ended October 31, 2015. The change was attributable to the difference in the gain for the year ended October 31, 2016 versus the
loss in the fiscal year ended October 31, 2015. The Company’s effective tax rate for the year ended October 31, 2016 was 37% compared to (37%) for the year
ended October 31, 2015.
Net Income (Loss). We had net income of $2,212,288 or $0.36 per share basic and diluted, for the fiscal year ended October 31, 2016 compared to a
net loss of $(1,413,228), or $(0.23) per share basic and diluted for the fiscal year ended October 31, 2015. The increase in net income was due primarily to the
reasons described above.
Liquidity and Capital Resources
As of October 31, 2016, we had working capital of $21,669,442, which represented a $265,035 decrease from our working capital of $21,934,477 as of
October 31, 2015, and total stockholders’ equity of $24,539,203 which increased by $657,414 from our total stockholders’ equity of $24,081,793 as of October
31, 2015. Our working capital decreased primarily due to decreases of $625,835 in cash, $184,875 in prepaid green coffee, $952,600 in prepaid and refundable
income taxes, $916,175 in deferred income tax asset and increases of $41,184 in accounts payable and accrued expenses, $1,404,254 in our line of credit and
$1,050 in income taxes payable partially offset by increases of $2,549,655 in accounts receivable, $413,472 in inventory, $279,254 in prepaid expenses and
other current assets and $618,557 in due to/from broker. As of October 31, 2016, the outstanding balance on our line of credit was $6,958,375 compared to
$5,554,121 as of October 31, 2015. Total stockholders’ equity increased due to our net income, partially offset by our Share Repurchase Program.
On March 10, 2015, we entered into a loan modification agreement (the “Modification Agreement”) with our lender Sterling National Bank (“Sterling”) which
modified the terms of the financing agreement with Sterling previously entered into on February 17, 2009 (the “Financing Agreement”). Prior to the Modification
Agreement, the Financing Agreement, as amended, provided for a credit facility in which we had a revolving line of credit for a maximum of $7,000,000 (the
“Loan Facility”). On February 3, 2011, we amended the Financing Agreement to create a sublimit within the revolving line of credit in the form of a $300,000 term
loan for the benefit of GCC. The Financing Agreement was set to expire on March 31, 2015. Pursuant to the Modification Agreement, the Financing Agreement
was modified to, among other things, (i) extend the term of the Financing Agreement until February 28, 2017; (ii) increase the maximum amount of the Loan
Facility from $7,000,000 to $9,000,000; (iii) reduce the interest rate on the average unpaid balance of the line of credit from an interest rate equal to a per annum
reference rate of 3.75% to an interest rate per annum equal to the Wall Street Journal Prime Rate; and (iv) require us to pay, upon the occurrence of certain
termination events, a prepayment premium of 0.50% of the maximum amount of the credit facility in effect as of the date of the termination event.
Other than as described above, the Financing Agreement remains in full force and effect. Pursuant to the Modification Agreement, we are able to draw on
the loan Facility up to an amount of 85% of eligible accounts receivable and 25% of eligible inventory consisting of green coffee beans and finished coffee not to
exceed $1,000,000. The Loan Facility is secured by all tangible and intangible assets of the Company.
The Loan Facility 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 restrictive transactions. The Loan Facility also requires that we maintain a minimum working capital at all times. The Company was in
compliance with all required financial covenants at October 31, 2016 and October 31, 2015.
As of October 31, 2016 and 2015, the outstanding balance under the bank line of credit was $5,121,375 and $4,317,121, respectively.
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Also on March 10, 2015, we, as guarantor, and OPTCO (the “Borrower”), as borrower, entered into a new loan facility agreement with Sterling. The new
loan facility is a revolving line of credit for a maximum of $3,000,000 (the “New Loan Facility”), including a letter of credit in the amount of $286,855. The New
Loan Facility terminates on February 28, 2017. The Borrower is able to draw on the New Loan Facility at an amount up to 85% of eligible accounts receivable,
not to exceed 25% of all accounts of the Borrower. The New Loan Facility is payable monthly in arrears on the average unpaid balance of the line of credit at an
interest rate per annum equal to the Wall Street Journal Prime Rate (currently 3.5%). The New Loan Facility is secured by all tangible and intangible assets of
the Company. In connection with the New Loan Facility, the Company entered into a security agreement with Sterling and provided Sterling with a guarantee of
the Borrower’s obligations.
As of October 31, 2016 and 2015, the outstanding balance under the New Loan Facility was $1,837,000 and $1,237,000, respectively.
For the fiscal year ended October 31, 2016, our operating activities provided net cash of $1,607,788 as compared to the fiscal year ended October 31,
2015 when operating activities used net cash of $2,285,840. The increased cash flow from operations for the fiscal year ended October 31, 2016 was primarily
due to our net income of $2,350,042, $991,275 of deferred income taxes, $184,875 of prepaid green coffee, $952,600 of prepaid and refundable income taxes
partially offset by, $618,557 of Unrealized commodities gains, $2,465,513 in accounts receivable, $143,907 in inventory, $279,254 in prepaid expenses and
other current assets and $30,860 in accounts payable and accrued expenses.
For the fiscal year ended October 31, 2016, our investing activities used net cash of $1,782,999 as compared to the fiscal year October 31, 2015 when net
cash used by investing activities was $391,796. The increase in our uses of cash in investing activities was due to our increased outlays for equipment and our
acquisition of Sonofresco during fiscal year 2016.
For the fiscal year ended October 31, 2016, our financing activities used net cash of $450,624 compared to net cash provided by financing activities of
$2,748,813 for the fiscal year ended October 31, 2015. The change in cash flow from financing activities for the fiscal year ended October 31, 2016 was due to
our decreased net borrowing of $1,651,409 and an increase of $1,528,028 in our treasury stock purchases and an increase in our dividend payment of $20,000.
We expect to fund our operations, including paying our liabilities, funding capital expenditures and making required payments on our indebtedness, through
October 31, 2017 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.
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, 2016, our debt consisted of $6,958,375 of
variable rate debt under our revolving line of credit. Our line of credit provides for a maximum of $12,000,000 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 3.5%). 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. Historically, we have used, and intend to continue to use in a limited capacity, short-term coffee futures and options contracts primarily for the purpose of
partially hedging the effects of changing green coffee prices, as further explained in Note 2 of the Notes to the Condensed Consolidated Financial Statements in
this Report. In addition, we acquired, and expect to continue to acquire, futures contracts with longer terms, generally three to four months, primarily 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, under normal market conditions, our
hedging policies are a necessary component of 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 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 of our futures contracts. Although we have had net
gains on options and futures contracts in the past, we have incurred significant losses on options and futures contracts during past reporting periods in 2015. In
those cases, our cost of sales increased, resulting in a decrease in our profitability or increase in our losses. Such losses have, and similar losses could, in the
future materially increase our cost of sales and materially decrease our profitability 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.” 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. As previously announced, as a result of the volatile nature of the commodities markets, we have and
are continuing to scale back our use of hedging and short-term trading of coffee futures and options contracts, and intend to continue to use these practices in a
more limited capacity than we did previously. See “Quantitative and Qualitative Disclosures About Market Risk—Commodity Price Risks.”
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As of October 31, 2016, we held 22 futures contracts for the purchase of 825,000 pounds of green coffee at a weighted average price of $1.45 per pound
compared to 38 futures contracts for the purchase of 1,425,000 pounds of coffee at a weighted average price of $1.23 per pound for the fiscal year ended
October 31, 2015. The fair market value of coffee applicable to such contracts was $1.64 and $1.21 per pound, respectively. At October 31, 2016, we did not
hold any options. At October 31, 2015, we also held 20 options covering an aggregate of 750,000 pounds of green coffee beans at $1.25 per pound. The fair
market value of these options, was $42,750 at October 31, 2015.
ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See pages F-1 through F-21 following the Exhibit Index of this Annual Report on Form 10-K.
ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
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.
24
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
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 U.S. GAAP, 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.
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, 2016. In making this assessment,
management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (2013). Based on our assessment our
management believes that, as of October 31, 2016, 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.
25
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
PART III
Information required by this item is incorporated by reference to our Proxy Statement for the 2017 Annual Meeting of Stockholders.
ITEM 11. EXECUTIVE COMPENSATION
Information required by this item is incorporated by reference to our Proxy Statement for the 2017 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 2017 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 2017 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 2017 Annual Meeting of Stockholders.
26
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a) List of Documents filed as part of this Report
(1) Financial Statements
PART IV
The financial statements and related notes, together with the report of Marcum LLP appear at pages F-1 through F-21 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
The Company has 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.
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)).
Description
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
4.1
ByLaws of the Company (incorporated herein by reference to Exhibit 3.2 to the 2005 Registration Statement (File No. 001-32491)).
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.
27
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
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 (incorporated herein by reference to Exhibit 10.4 to the
Company’s Annual Report on Form 10-K for the year ended October 31, 2012 filed on January 28, 2013 (File No. 001-32491)).
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
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 103 to the Company’s Annual Report on Form 10-K filed on January 31, 2011 (File No. 001-
32491)).
10.10
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)).
10.11
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)).
10.12
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)).
10.13
Loan Modification Agreement, dated as of May 10, 2013, by and between Sterling National Bank and Coffee Holding Co., Inc. (incorporated
herein by reference to Exhibit 10.11 to the Company’s Annual Report on Form 10-K filed on January 24, 2014 (File No. 001-32491)).
10.14
Loan Modification Agreement, dated March 10, 2015, by and between Sterling National Bank and Coffee Holding Co., Inc. (incorporated herein
by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 31, 2015).
10.15
Loan Agreement, dated March 10, 2015, by and between Sterling National Bank and Organic Products Trading Company LLC (incorporated
herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on March 31, 2015).
10.16
Security Agreement, dated March 10, 2015, by and between Sterling National Bank and Coffee Holding Co., Inc. (incorporated herein by
reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on March 31, 2015).
28
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
10.17
Guarantee, dated March 10, 2015, by Coffee Holding Co., Inc. (incorporated herein by reference to Exhibit 10.4 to the Company’s Current
Report on Form 8-K filed on March 31, 2015).
21.1
List of Significant Subsidiaries.*
31.1
Principal Executive Officer and Principal Financial Officer’s Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1
Principal Executive Officer and Principal Financial Officer’s Certification furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
101.INS
XBRL Instance Document.
101.SCH
XBRL Taxonomy Extension Schema Document.
101.CAL
101.LAB
XBRL Taxonomy Extension Calculation Linkbase Document.
XBRL Taxonomy Extension Label Linkbase Document.
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document.
XBRL Taxonomy Extension Definition Linkbase Document.
101.DEF
____________
* Filed herewith
29
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
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 27, 2017.
SIGNATURES
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.
Signature
Title
Date
/s/Andrew Gordon
Andrew Gordon
/s/ David Gordon
David Gordon
/s/ Gerard DeCapua
Gerard DeCapua
/s/ Daniel Dwyer
Daniel Dwyer
/s/ Barry Knepper
Barry Knepper
/s/ John Rotelli
John Rotelli
/s/ George F. Thomas
George F. Thomas
President, Chief Executive Officer, Chief Financial
January 27, 2017
Officer, Treasurer and
Director
(principal executive officer and principal financial
and accounting officer)
Executive Vice President – Operations, Secretary
January 27, 2017
and Director
Director
Director
Director
Director
Director
30
January 27, 2017
January 27, 2017
January 27, 2017
January 27, 2017
January 27, 2017
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Exhibit No.
2.1
EXHIBIT INDEX
Description
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
4.1
ByLaws of the Company (incorporated herein by reference to Exhibit 3.2 to the 2005 Registration Statement (File No. 001-32491)).
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 a 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 (incorporated herein by reference to Exhibit 10.4 to
the Company’s Annual Report on Form 10-K for the year ended October 31, 2012 filed on January 28, 2013 (File No. 001-32491)).
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)).
31
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
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
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 10.9 to the Company’s Annual Report on Form 10-K filed on January 31, 2011 (File No. 001-
32491).
10.10
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)).
10.11
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)).
10.12
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)).
10.13
Loan Modification Agreement, dated as of May 10, 2013, by and between Sterling National Bank and Coffee Holding Co., Inc. (incorporated
herein by reference to Exhibit 10.11 to the Company’s Annual Report on Form 10-K filed on January 24, 2014 (File No. 001-32491)).
21.1
List of Significant Subsidiaries.*
31.1
Principal Executive Officer and Principal Financial Officer’s Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1
Principal Executive Officer and Principal Financial Officer’s Certification furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
101.INS
XBRL Instance Document.
101.SCH
XBRL Taxonomy Extension Schema Document.
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB
XBRL Taxonomy Extension Label Linkbase Document.
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document.
XBRL Taxonomy Extension Definition Linkbase Document.
101.DEF
____________
* Filed herewith
32
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
COFFEE HOLDING CO., INC. AND SUBSIDIARY
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
FINANCIAL STATEMENTS:
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
CONSOLIDATED BALANCE SHEETS AS OF OCTOBER 31, 2016 AND 2015
CONSOLIDATED STATEMENTS OF OPERATIONS - YEARS ENDED OCTOBER 31, 2016 AND 2015
CONSOLIDATED STATEMENT OF CHANGES IN REDEEMABLE COMMON STOCK AND STOCKHOLDERS’ EQUITY - YEARS ENDED
OCTOBER 31, 2016 AND 2015
CONSOLIDATED STATEMENTS OF CASH FLOWS - YEARS ENDED OCTOBER 31, 2016 AND 2015
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
F-1
PAGE
F-2
F-3
F-4
F-5
F-6
F-7
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Audit Committee of the
Board of Directors and Shareholders
Coffee Holding Co., Inc. and Subsidiaries
We have audited the accompanying consolidated balance sheets of Coffee Holding Co., Inc. and Subsidiaries (the “Company”) as of October 31, 2016 and 2015
and the related consolidated statements of operations, changes in redeemable common stock and stockholders’ equity and cash flows for each of the years 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 audits 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 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 audits provide 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, 2016 and 2015, and the results of its operations and its cash flows for the years then ended, in conformity with accounting
principles generally accepted in the United States of America.
/s/ Marcum LLP
New York, NY
January 27, 2017
F-2
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
COFFEE HOLDING CO., INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
OCTOBER 31, 2016 AND 2015
- ASSETS -
CURRENT ASSETS:
Cash
Accounts receivable, net of allowances of $144,000 for 2016 and 2015
Inventories
Prepaid green coffee
Prepaid expenses and other current assets
Prepaid and refundable income taxes
Due from broker
Deferred income tax asset
TOTAL CURRENT ASSETS
$
Machinery and equipment, at cost, net of accumulated depreciation of $4,819,828 and $4,241,256 for 2016 and 2015,
respectively
Customer list and relationships, net of accumulated amortization of $50,250 and $41,250 for 2016 and 2015, respectively
Trademarks
Goodwill
Equity method investments
Deposits and other assets
TOTAL ASSETS
$
- LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS’ EQUITY -
CURRENT LIABILITIES:
Accounts payable and accrued expenses
Line of credit
Due to broker
Income taxes payable
TOTAL CURRENT LIABILITIES
Deferred income tax liabilities
Deferred rent payable
Deferred compensation payable
TOTAL LIABILITIES
Redeemable common stock:
$
Common stock subject to possible redemption, at $200,004; 38,364 shares issued and outstanding at redemption
value as of October 31, 2016, none as of October 31, 2015
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS’ EQUITY:
Coffee Holding Co., Inc. stockholders’ equity:
Preferred stock, par value $.001 per share; 10,000,000 shares authorized; none issued
Common stock, par value $.001 per share; 30,000,000 shares authorized, 6,494,680 and 6,456,316 shares issued;
5,824,938 and 6,162,207 shares outstanding for 2016 and 2015
Additional paid-in capital
Retained earnings
Less: Treasury stock, 631,378 and 294,109 common shares, at cost for 2016 and 2015
Total Coffee Holding Co., Inc. Stockholders’ Equity
Noncontrolling interest
TOTAL EQUITY
TOTAL LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS’ EQUITY
$
See Notes to Consolidated Financial Statements
F-3
2016
2015
$
3,853,816
10,968,237
13,862,818
620,452
256,202
1,434,577
997,720
31,993,822
1,845,000
108,750
180,000
440,000
96,571
610,499
$
35,274,642
$
4,021,389
5,554,121
483,835
-
10,059,345
92,370
222,055
482,499
10,856,269
3,227,981
13,517,892
14,276,290
435,577
535,456
481,977
134,722
81,545
32,691,440
2,269,863
219,750
180,000
1,017,905
95,598
549,337
37,023,893
4,062,573
6,958,375
-
1,050
11,021,998
167,470
231,216
489,668
11,910,352
200,004
-
-
6,456
15,904,109
11,878,228
(3,249,590)
24,539,203
374,334
24,913,537
37,023,893
6,456
15,904,109
9,665,940
(1,494,712)
24,081,793
336,580
24,418,373
$
35,274,642
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
COFFEE HOLDING CO., INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED OCTOBER 31, 2016 AND 2015
NET SALES
COST OF SALES (which include purchases of approximately $8.5 million and $22.1 million in fiscal years 2016 and 2015,
respectively, from a related party)
GROSS PROFIT
OPERATING EXPENSES:
Selling and administrative
Officers’ salaries
TOTAL
INCOME (LOSS) FROM OPERATIONS
OTHER INCOME (EXPENSE):
Interest income
Loss from equity method investments
Interest expense
TOTAL
INCOME (LOSS) BEFORE PROVISION (BENEFIT) FOR INCOME TAXES
AND NON-CONTROLLING INTEREST IN SUBSIDIARY
Provision (benefit) for income taxes
NET INCOME (LOSS) BEFORE NON-CONTROLLING INTEREST IN SUBSIDIARY
Less: Net income attributable to the non-controlling interest in subsidiary
2016
2015
$
78,948,228
$ 118,153,541
67,066,050
112,436,831
11,882,178
5,716,710
7,363,710
655,400
8,019,110
3,863,068
41,176
(972)
(187,310)
(147,106)
7,000,744
653,285
7,654,029
(1,937,319)
45,049
(833)
(200,074)
(155,858)
3,715,962
(2,093,177)
1,365,920
(763,647)
2,350,042
(137,754)
(1,329,530)
(83,698)
NET INCOME (LOSS) ATTRIBUTABLE TO COFFEE HOLDING CO., INC.
$
2,212,288
$
(1,413,228)
Basic and diluted earnings (loss) per share
$
.36
$
(.23)
Weighted average common shares outstanding:
Basic and diluted
6,082,777
6,212,929
See Notes to Consolidated Financial Statements
F-4
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
CONSOLIDATED STATEMENT OF CHANGES IN REDEEMABLE COMMON STOCK AND STOCKHOLDERS’ EQUITY
YEARS ENDED OCTOBER 31, 2016 AND 2015
COFFEE HOLDING CO., INC. AND SUBSIDIARIES
Redeemable Common Stock
$.001 Par Value
Number of
Number of
Number of
Shares
Amount
Shares
Amount
Shares
Amount
Additional
Paid-in
Capital
Retained
Earnings
Non-
Controlling
Interest
Total
Common Stock
Treasury Stock
Balance,10/31/14
Treasury Stock
Dividend
Net loss
Non-Controlling
Interest
-
Balance, 10/31/15
-
$
-
-
Treasury Stock
Stock issued in
connection with
Acquisition
Dividend
Net income
Non-Controlling
Interest
38,364
200,004
6,215,894
$
6,456
240,422
$
(1,267,862) $ 15,904,109
$ 11,079,168
$
332,882
$ 26,054,753
(53,687)
53,687
(226,850)
(226,850)
(80,000)
(80,000)
(1,413,228)
(1,413,228)
-
-
-
-
-
-
83,698
83,698
6,162,207
$
6,456
294,109
$
(1,494,712) $ 15,904,109
$ 9,665,940
$
336,580
$ 24,418,373
(337,269)
337,269
(1,754,878)
(1,754,878)
-
-
-
-
-
-
137,754
137,754
(100,000)
(100,000)
2,212,288
2,212,288
Balance, 10/31/16
38,364
$
200,004
5,824,938
$
6,456
631,378
$
(3,249,590) $ 15,904,109
$ 11,878,228
$
374,334
$ 24,913,537
See Notes to Consolidated Financial Statements
F-5
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
COFFEE HOLDING CO., INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED OCTOBER 31, 2016 AND 2015
OPERATING ACTIVITIES:
Net income (loss)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization
Unrealized (gain) on commodities
Loss on equity method investments
Deferred rent
Deferred income taxes
Changes in operating assets and liabilities:
Accounts receivable
Inventories
Prepaid expenses and other current assets
Prepaid green coffee
Prepaid and refundable income taxes
Accounts payable and accrued expenses
Deposits and other assets
Income taxes payable
Net cash provided by (used in) operating activities
INVESTING ACTIVITIES:
Cash paid for acquisition of business
Purchases of machinery and equipment
Net cash used in investing activities
FINANCING ACTIVITIES:
Line of credit
Purchase of treasury stock
Payment of dividend
Net cash (used in) provided by financing activities
NET (DECREASE) INCREASE IN CASH
CASH, BEGINNING OF PERIOD
CASH, END OF PERIOD
See Notes to Consolidated Financial Statements
F-6
2016
2015
$
2,350,042
$
(1,329,530)
587,572
(618,557)
972
9,161
991,275
(2,465,512)
(143,907)
(279,254)
184,875
952,600
(30,860)
68,331
1,050
1,607,788
(819,564)
(963,435)
(1,782,999)
1,404,254
(1,754,878)
(100,000)
(450,624)
545,390
(1,089)
833
12,415
(726,850)
4,451,623
1,347,335
3,910
(153,297)
(1,433,818)
(4,671,711)
-
(331,051)
(2,285,840)
-
(391,796)
(391,796)
3,055,663
(226,850)
(80,000)
2,748,813
(625,835)
71,177
3,853,816
3,782,639
$
3,227,981
$
3,853,816
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
COFFEE HOLDING CO., INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED OCTOBER 31, 2016 AND 2015
SUPPLEMENTAL DISCLOSURE OF CASH FLOW DATA:
Interest paid
Income taxes paid
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
On June 29, 2016 Coffee Holding Co., Inc. acquired certain assets of Coffee Kinetics, LLC:
Accounts receivable
Inventory
Equipment
Customer list
Goodwill
Less: liabilities assumed
Net assets acquired:
Redeemable Common Stock
Net cash paid
See Notes to Consolidated Financial Statements
F-7
$
$
$
2016
2015
181,007
34,183
$
$
196,556
1,651,156
84,142
269,565
40,000
120,000
577,905
(72,044)
1,019,568
200,004
$
819,564
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
COFFEE HOLDING CO., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 31, 2016 AND 2015
NOTE 1 - BUSINESS ACTIVITIES:
Coffee Holding Co., Inc. (the “Company”) conducts wholesale coffee operations, including manufacturing, roasting, packaging, marketing and distributing
roasted and blended coffees for private labeled accounts and its own brands, and it sells green coffee. The Company also manufactures and sells coffee
roasters. The Company’s core product, coffee, can be summarized and divided into three product categories (“product lines”) as follows:
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 the Company’s own specifications and packaged and sold under the Company’s eight
proprietary and licensed brand names in different segments of the market.
The Company’s private label and branded coffee sales are primarily to customers that are located throughout the United States with limited sales in
Canada and certain countries in Asia. Such customers include supermarkets, wholesalers, and individually-owned and multi-unit retailers. The
Company’s unprocessed green coffee, which includes over 90 specialty coffee offerings, is sold primarily to specialty gourmet roasters and to coffee
shop operators in the United States with limited sales in Australia, Canada, England and China.
The Company’s wholesale green, private label, and branded coffee product categories generate revenues and cost of sales individually but incur selling,
general and administrative expenses in the aggregate. There are no individual product managers and discrete financial information is not available for
any of the product lines. The Company’s product portfolio is used in one business and it operates and competes in one business activity and economic
environment. In addition, the three product lines share customers, manufacturing resources, sales channels, and marketing support.
Thus, the Company considers the three product lines to be one single reporting segment.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
BASIS OF PRESENTATION:
The consolidated financial statements include the accounts of the Company, Organic Products Trading Company, LLC (“OPTCO”), Sonofresco LLC
(“Sono”) and Generations Coffee Company, LLC (“GCC”). All significant inter-company balances and transactions have been eliminated in consolidation.
USE OF ESTIMATES:
The preparation of the Company’s financial statements 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 certain reported amounts and disclosures. Significant estimates
include allowance for uncollectible accounts receivable and reserves, inventory obsolescence, depreciation, intangible asset valuations and useful lives,
taxes, contingencies, and valuation of financial instruments. These estimates may be adjusted as more current information becomes available, and any
adjustment could have a significant impact on recorded amounts.
CASH:
Cash consists primarily of unrestricted cash on deposit at financial institutions and brokerage firms.
F-8
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
COFFEE HOLDING CO., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 31, 2016 AND 2015
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d):
PREPAID GREEN COFFEE:
Prepaid coffee is an item that emanates from OPTCO. The balance represents advance payments made by OPTCO to several coffee growing
cooperatives for the purchase of green coffee. Interest is charged to the cooperatives for these advances. Interest earned was $41,176 and $45,049 as
of October 31, 2016 and 2015, respectively. The prepaid coffee balance was $435,577 and $620,452 as of October 31, 2016 and 2015, respectively.
ACCOUNTS RECEIVABLE:
Trade accounts receivable are stated at the amount the Company expects to collect. The Company maintains allowances for doubtful accounts for
estimated losses resulting from the inability of its customers to make required payments. Management considers the following factors when determining
the collectability of specific customer accounts: customer credit-worthiness, past transaction history with the customer, current economic industry trends,
and changes in customer payment terms. Past due balances over 60 days and other higher risk amounts are reviewed individually for collectability. If
the financial condition of the Company’s customers were to deteriorate, adversely affecting their ability to make payments, additional allowances would
be required. Based on management’s assessment, the Company provides for estimated uncollectible amounts through a charge to earnings and a credit
to a valuation allowance. Balances that remain outstanding after the Company has used reasonable collection efforts are written off through a charge to
the valuation allowance and a credit to accounts receivable.
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 the Company from its customers. The
allowances are summarized as follows:
Allowance for doubtful accounts
Reserve for other allowances
Reserve for sales discounts
Totals
INVENTORIES:
2016
2015
$
$
65,000
35,000
44,000
144,000
$
65,000
35,000
44,000
$
144,000
Inventories are stated at the lower of cost (First in, first out basis) or market, including provisions for obsolescence commensurate with known or
estimated exposures. There are no reserves for obsolescence as of October 31, 2016 and 2015.
MACHINERY AND EQUIPMENT:
Machinery and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful lives of the assets. Purchases of
machinery and equipment and additions and betterments which substantially extend the useful life of an asset are capitalized at cost. Expenditures which
do not materially prolong the normal useful life of an asset are charged to operations as incurred. The Company also provides for amortization of
leasehold improvements.
F-9
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
COFFEE HOLDING CO., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 31, 2016 AND 2015
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d):
COMMODITIES HELD BY BROKER:
The commodities held at broker represent the market value of the Company’s trading account, which consists of option and future contracts for coffee
held with a brokerage firm. The Company uses options and futures contracts, which are not designated or qualifying as hedging instruments, to partially
hedge the effects of fluctuations in the price of green coffee beans. Options and futures contracts are recognized at fair value in the consolidated
financial statements with current recognition of gains and losses on such positions. The Company's accounting for options and futures contracts may
increase earnings volatility in any particular period.
The Company has open position contracts held by the broker, which are summarized as follows:
Option contracts
Future contracts
Commodities due to broker
2016
2015
$
$
(83,753) $
218,475
134,722
$
(134,613)
(349,222)
(483,835)
The Company classifies its options and future contracts as trading securities and accordingly, unrealized holding gains and losses are included in
earnings.
At October 31, 2016, the Company held 22 futures contracts (generally with terms of three to four months) for the purchase of 825,000 pounds of green
coffee at a weighted average price of $1.45 per pound. The fair market value of coffee applicable to such contracts was $1.64 per pound at that date. At
October 31, 2016, the Company did not have any options.
At October 31, 2015, the Company held 38 futures contracts (generally with terms of three to four months) for the purchase of 1,425,000 pounds of
green coffee at a weighted average price of $1.23 per pound. The fair market value of coffee applicable to such contracts was $1.21 per pound at that
date. At October 31, 2015, the Company held 20 options covering an aggregate of 750,000 pounds of green coffee beans at $1.25 per pound. The fair
market value of these options, which was obtained from observable market data of similar instruments was $42,750.
Included in cost of sales for the years ended October 31, 2016 and 2015, the Company recorded realized and unrealized gains and losses respectively,
on these contracts as follows:
Year Ended October 31,
2015
2016
1,443,046
$
(1,000,976)
618,558
1,060,628
1,292,471
(6,778,407)
1,089
$ (5,484,847)
Gross realized gains
Gross realized (losses)
Unrealized gains
Total
$
$
F-10
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
COFFEE HOLDING CO., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 31, 2016 AND 2015
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d):
GOODWILL AND TRADEMARKS:
The Company has determined that its goodwill and trademarks, which consist of product lines, trade names and packaging designs have an indefinite
useful life. The value of the goodwill and trademarks was allocated based on an independent valuation. Goodwill and trademarks are not amortized but
are assigned to a specific reporting unit or asset class and tested for impairment at least annually or upon the occurrence of an event or when
circumstances indicate that the reporting unit’s carrying amount of goodwill and trademarks is greater than its fair value. As of October 31, 2016 and
2015, the Company has determined by using a qualitative assessment that an impairment did not exist. In 2011, the Company adopted Financial
Accounting Standard ASB ASU 2011-08 Intangibles – Goodwill and Other – Testing Goodwill for Impairment, which allows an entity to first assess
qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. Under this amendment, an entity
would not be required to calculate the fair value of a reporting unit unless the entity determines, based on a qualitative assessment, that it is more likely
than not that its fair value is less than its carrying amount. The amendment includes a number of events and circumstances for an entity to consider in
conducting the qualitative assessment.
CUSTOMER LIST AND RELATIONSHIPS:
Customer list and relationships consist of a specific customer lists and customer contracts obtained by the Company in the acquisition of OPTCO and
Sono which are being amortized on the straight-line method over their estimated useful life of twenty years.
ADVERTISING:
The Company expenses the cost of advertising and promotion as incurred. Advertising costs charged to operations totaled $170,774 and $157,922 for
the years ended October 31, 2016 and 2015, respectively.
INCOME TAXES:
The Company accounts for income taxes pursuant to the asset and liability method which requires deferred income tax assets and liabilities to be
computed for temporary differences between the financial statement and tax basis of assets and liabilities that will result in taxable or deductible amounts
in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Deferred tax
assets and liabilities are individually classified as current or non-current based on their characteristics. Valuation allowances are established when
necessary to reduce deferred tax assets to the amount expected to be realized. The income tax provision or benefit is the tax incurred for the period plus
or minus the change during the period in deferred tax assets and liabilities.
EARNINGS PER SHARE:
Basic earnings per common share were computed by dividing net income by the sum of the weighted-average number of common shares outstanding.
Diluted earnings per common share is computed by dividing the net income by the weighted-average number of common shares outstanding plus the
dilutive effect of common shares issuable upon exercise of potential sources of dilution.
The weighted average common shares outstanding used in the computation of basic and diluted earnings per share were 6,082,777 and 6,212,929 for
the years ended October 31, 2016 and 2015, respectively.
F-11
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
COFFEE HOLDING CO., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 31, 2016 AND 2015
NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d):
FAIR VALUE OF FINANCIAL INSTRUMENTS:
The carrying amounts of cash, accounts receivable, notes receivable, accounts payable and accrued expenses approximate fair value because of the
short-term nature of these instruments. The carrying amount of the bank line of credit borrowings approximates fair value because the debt is based on
current rates at which the Company could borrow funds with similar remaining maturities. Fair value estimates are made at a specific point in time,
based on relevant market information about the financial instruments when available. These estimates are subjective in nature and involve uncertainties
and matters of significant judgment and therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates.
REVENUE RECOGNITION:
The Company recognizes revenue in accordance with the authoritative guidance. Revenue is recognized at the point title and risk of ownership transfers
to its customers upon the Company’s shippers taking possession of the goods at the time of shipment because i) title passes in accordance with the
terms of the Company’s purchase orders and with its agreements with its customers, ii) any risk of loss is covered by the Company’s 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 to its customers.
Returns: The Company does not accept returns for damaged goods on packaged coffee and usable green coffee, as the customer takes possession of
our product at the point of shipment. In the event a customer claims receipt of damaged goods, the Company, acting as an agent on behalf of the
customer, may file a claim for reimbursement with the shipper. The Company is not obligated or required to act as an agent on behalf of its customers,
but may make the business decision to do so as a convenience to its customers. The shipper keeps the damaged product. The Company will then ship a
completely new order to the customer once a claim has been filed and the Company receives reimbursement or credit from the shipper for the initial
shipment. The Company does evaluate the need, if any, of an accrual for returns for damaged goods. To date, returns for damaged goods have been
immaterial. The Company estimates that, based on historical trends, that future returns for damaged goods should also be immaterial.
In the event that the Company ships an incorrect order or has returns for short dated product, the Company will accept those two types of items back as
returns. The amount for these two types of returns are estimated, accrued and recognized at the date of sale. These amounts are included in the
determination of net sales.
Slotting fees: Certain retailers require the payment of slotting fees in order to obtain space for the Company’s products on the retailer’s store shelves.
The cost of these fees are estimated, accrued and recognized at the earlier of the date cash is paid or a liability to the retailer is created. The amounts
are included in the determination of net sales.
Sales discounts: The amount of sales discounts are estimated, accrued and recognized at the date of the sale. These amounts are included in the
determination of net sales.
F-12
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
COFFEE HOLDING CO., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 31, 2016 AND 2015
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d):
REVENUE RECOGNITION (cont’d):
Volume-based incentives: These incentives typically involve rebates or refunds of a specific amount of cash consideration that are redeemable only if the
reseller completes a specified cumulative level of sales transactions. Under incentive programs of this nature, the Company estimates and accrues the
cost of the rebate when it is taken by the reseller. These amounts are included in the determination of net sales.
Cooperative advertising: Under these arrangements, the Company will agree to reimburse the reseller for a portion of the costs incurred by the reseller
to advertise and promote certain of the Company’s products. The Company estimates, accrues and recognizes the cost of cooperative advertising
programs in the period in which the advertising and promotional activity first takes place. The costs of these incentives are included in advertising
expense.
SHIPPING AND HANDLING FEES AND COSTS:
Revenue earned from shipping and handling fees is reflected in net sales. Costs associated with shipping product to customers aggregating
approximately $1,506,000 and $1,352,000 for the years ended October 31, 2016 and 2015, respectively, is included in selling and administrative
expenses.
CONCENTRATION OF RISK:
Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash deposits at financial institutions and
brokerage firms.
Accounts at each institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to certain limits. At October 31, 2016 and 2015, the
Company had approximately $1,539,429 and $220,422 in excess of FDIC insured limits, respectively.
The accounts at the brokerage firm contain cash and securities. Balances are insured up to $500,000, with a limit of $100,000 for cash, by the Securities
Investor Protection Corporation (“SIPC”). At October 31, 2016 and 2015, the Company had approximately $348,041 and $2,818,431 in excess of SIPC
insured limits, respectively.
See Note 10 for concentration of risks with respect to trade receivables and purchases from accounts payable vendors.
OPERATING LEASES:
The Company has operating lease agreements for its corporate office and warehouses, some of which contain provisions for future rent increases or
periods in which rent payments are abated. Operating leases which provide for lease payments that vary materially from the straight-line basis are
adjusted for financial accounting purposes to reflect rental income or expense on the straight-line basis in accordance with the authoritative guidance
issued by the FASB. The excess of straight-line rent over actual payments by the Company of $231,216 and $222,055 is included as deferred rent
payable as of October 31, 2016 and 2015, respectively.
F-13
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
COFFEE HOLDING CO., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 31, 2016 AND 2015
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d):
EQUITY METHOD OF ACCOUNTING:
Investee companies that are not consolidated, but over which the Company exercises significant influence, are accounted for under the equity method of
accounting. Whether or not the Company exercises significant influence with respect to an Investee depends on an evaluation of several factors
including, among others, representation on the Investee company’s board of directors and ownership level, which is generally a 20% to 50% interest in
the voting securities of the Investee company. Under the equity method of accounting, an Investee company’s accounts are not reflected within the
Company’s Consolidated Balance Sheets and Consolidated Statements of Income; however, the Company’s share of the earnings or losses of the
Investee company is reflected in the caption “Loss from equity method investments” in the Consolidated Statements of Income. The Company’s carrying
value in an equity method Investee company is reflected in the caption “Equity method investments” in the Company’s Consolidated Balance Sheets.
The Company’s investment in a company that is accounted for on the equity method of accounting consist of the following: (1) 20% interest in
Healthwise Gourmet Coffees, LLC, a distributor of low acidity coffees. The investments in this company amounted to $100,000. The loss recognized
amounted to $972 and $833 for the years ended October 31, 2016 and 2015, respectively. The net value of this investment as presented on our
consolidated balance sheet at October 31, 2016 and 2015 was $95,598 and $96,571, respectively.
NOTE 3 - RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS AFFECTING THE COMPANY:
The FASB has issued ASU No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes, which changes how deferred
taxes are classified on organizations' balance sheets.
The ASU eliminates the current requirement for organizations to present deferred tax liabilities and assets as current and noncurrent in a classified
balance sheet. Instead, organizations will be required to classify all deferred tax assets and liabilities as noncurrent. The amendments apply to all
organizations that present a classified balance sheet. For public companies, the amendments are effective for financial statements issued for annual
periods beginning after December 15, 2016, and interim periods within those annual periods. For private companies, not-for-profit organizations, and
employee benefit plans, the amendments are effective for financial statements issued for annual periods beginning after December 15, 2017, and interim
periods within annual periods beginning after December 15, 2018. The adoption of this standard is not expected to have a material impact on the
Company's consolidated financial position and results of operations.
In July 2015, the FASB issued ASU 2015-11, “Inventory (Topic 330): Simplifying the Measurement of Inventory,” which applies to inventory that is
measured using first-in, first-out (“FIFO”) or average cost. Under the updated guidance, an entity should measure inventory that is within scope at the
lower of cost and net realizable value, which is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of
completion, disposal and transportation. Subsequent measurement is unchanged for inventory that is measured using last-in, last-out (“LIFO”). This ASU
is effective for annual and interim periods beginning after December 15, 2016, and should be applied prospectively with early adoption permitted at the
beginning of an interim or annual reporting period. The Company is currently evaluating the impact of adopting this guidance.
The FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-01 requires that a lessee recognize the assets and liabilities that arise from operating
leases. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset
representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an
accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. In transition, lessees and lessors are required
to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach.
F-14
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
COFFEE HOLDING CO., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 31, 2016 AND 2015
NOTE 3 - RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS AFFECTING THE COMPANY (cont’d):
Public business entities should apply the amendments in ASU 2016-02 for fiscal years beginning after December 15, 2018, including interim periods
within those fiscal years (i.e., January 1, 2019, for a calendar year entity). Nonpublic business entities should apply the amendments for fiscal years
beginning after December 15, 2019 (i.e., January 1, 2020, for a calendar year entity), and interim periods within fiscal years beginning after December
15, 2020. Early application is permitted for all public business entities and all nonpublic business entities upon issuance. The Company is currently
evaluating the impact of adopting this guidance.
On March 17, 2016 the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-08 that amends the
guidance for Principle versus Agent Considerations (Reporting Revenue Gross versus Net) in ASC 2014-09, Revenue from Contracts with Customers
(Topic 606), issued in May 2014. The ASU clarifies that the principal or agent determination is based on whether the entity controls the goods or
services before they are transferred to its customer. Public entities must apply ASU 2016-08 to annual reporting periods beginning after December 15,
2017, including interim reporting periods within that reporting period. Nonpublic entities will be required to adopt the amendments for annual reporting
periods beginning after December 15, 2018, and interim periods within annual reporting periods beginning after December 15, 2019. Earlier application
is permitted for both types of entities only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within
that reporting period. Early adoption prior to that date is not permitted. The Company is evaluating the effect that ASU 2016-08 will have on its results of
operations, financial position or cash flows.
In May 2014 the FASB issued ASU 2014-09, Revenue from Contracts with Customers , which is a new standard related to revenue recognition. Under
the new standard, recognition of revenue occurs when a customer obtains control of promised services or goods in an amount that reflects the
consideration to which the entity expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature,
amount, timing, and uncertainty of revenue and cash flows arising from customer contracts. The standard must be adopted using either a full
retrospective approach for all periods presented in the period of adoption or a modified retrospective approach. In July 2015, the FASB issued ASU
2015-14, Revenue from Contracts with Customers - Deferral of the Effective Date , which defers the implementation of this new standard to be effective
for fiscal years beginning after December 15, 2017. Early adoption is permitted effective January 1, 2017. In March 2016, the FASB issued ASU 2016-
08, Principal versus Agent Considerations, which clarifies the implementation guidance on principal versus agent considerations in the new revenue
recognition standard pursuant to ASU 2014-09. In April 2016, the FASB issued ASU 2016-10, Identifying Performance Obligations and Licensing, and in
May 2016, the FASB issued ASU 2016-12, Narrow-Scope Improvements and Practical Expedients, which amend certain aspects of the new revenue
recognition standard pursuant to ASU 2014-09. We are currently evaluating which transition approach we will utilize and the impact of adopting this
accounting standard on our financial statements.
NOTE 4 - INVENTORIES:
Inventories at October 31, 2016 and 2015 consisted of the following:
Packed coffee
Green coffee
Roasters and parts
Packaging supplies
Totals
F-15
$
2016
1,804,633
11,434,024
210,007
827,626
$ 14,276,290
2015
$
1,441,451
11,730,006
-
691,361
$ 13,862,818
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
COFFEE HOLDING CO., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 31, 2016 AND 2015
NOTE 5 - FORMATION OF SUBSIDIARY:
On June 23, 2016, the Company formed a wholly-owned subsidiary named Sonofresco, LLC a Delaware limited liability company.
Pursuant to the terms of an Agreement for Purchase and Sale of Assets dated June 23, 2016 (the “Sono Agreement”), by and among the Company,
Coffee Kinetics LLC, a Washington limited liability company (the “Seller”), the members of the Seller and Sono (the “Buyer”), the Company, through its
wholly-owned subsidiary Sono, purchased substantially all the assets, including equipment, inventory, customer list and relationships (the “Assets”) of
the Seller. The acquisition was accounted for using the purchase method in accordance with ASC 805, “Business Combinations.” The Buyer purchased
the Assets for a purchase price consisting of $819,564 in cash and 38,364 shares of the Company's redeemable common stock (the "Sono Shares") with
a value of $200,004 (the "Common Stock Payment Amount") issued on June 29, 2016.
As part of the transaction, all of the employees of the Seller became employees of the Buyer. In addition, on June 29, 2016, the Company entered into a
one-year advisory agreement (the “Advisory Agreement”), with one of the Seller’s executives (the “Executive”), on an independent contractor basis, to
ensure continuity of the business and to continue to operate the business located in Washington. The Advisory Agreement will automatically renew for
an additional one year term upon the expiration of the first year term unless terminated by the Company. After completion of the first year term, the
Advisory Agreement is subject to renewal by mutual agreement of the parties. Pursuant to the terms of the Advisory Agreement, the Executive is entitled
to cash compensation of $50,000 per annum. If the Advisory Agreement is terminated prior to the end of the first year term, the Executive is entitled to
receive an additional $50,000 termination fee. If the term of the Advisory Agreement is extended past the first year term, subject to certain exceptions,
the Executive will be entitled to the $50,000 termination fee upon termination of the Advisory Agreement.
The following table summarizes the estimated fair value of the assets and liabilities assumed at the acquisition:
Assets acquired:
Accounts receivable
Inventory
Equipment
Customer list
Goodwill
Less: liabilities assumed
Net assets acquired:
Purchase of assets funded by:
Cash Paid
Redeemable Common Stock
$
$
$
84,142
269,565
40,000
120,000
577,905
(72,044)
1,019,568
819,564
200,004
1,019,568
Pursuant to the terms of Sono Agreement, the value of the Sono Shares was based on the three day average of the closing price of the Company's
common stock for the three trading days immediately prior to June 23, 2016. In addition, pursuant to the terms of the Sono Agreement, during the twelve
month period commencing on June 29, 2016 (the "Closing Date"), if Seller informs Buyer of its desire to sell all, but not less than all of the Sono Shares
to the Company, Buyer agrees to repurchase all but not less than all of the Sono Shares at the Common Stock Payment amount.
F-16
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
COFFEE HOLDING CO., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 31, 2016 AND 2015
NOTE 5 - FORMATION OF SUBSIDIARY (cont’d):
Pro Forma Results of Operations (unaudited) The following pro forma results of operations for the years ended October 31, 2016 and 2015 have been
prepared as though the acquisition of Sono had occurred as of the beginning of the earliest period presented. This pro forma financial information is not
indicative of the results of operations that the Company would have attained had the acquisition of Sono occurred at the beginning of the periods
presented, nor is the pro forma financial information indicative of the results of operations that may occur in the future:
Pro forma sales
Pro forma net income (loss)
Pro forma basic and diluted earnings per share
Basic and diluted weighted average common shares outstanding
Year ended October 31,
2016
2015
$ 80,132,616
2,290,084
$
.38
$
6,082,777
$ 119,711,018
$ (1,433,493)
(.23)
$
6,212,929
The operations of Sono have been included in the Company’s consolidated statement of operations since the date of the acquisition on June 29, 2016.
The total revenue included for the period is $560,736.
NOTE 6 - MACHINERY AND EQUIPMENT:
Machinery and equipment at October 31, 2016 and 2015 consisted of the following:
Improvements
Machinery and equipment
Furniture and fixtures
Less, accumulated depreciation
Estimated
Useful Life
15-30 years
7 years
7 years
2016
202,285
6,004,156
883,250
7,089,691
4,819,828
2,269,863
$
$
$
2015
199,035
5,274,277
612,944
6,086,256
4,241,256
$
1,845,000
Depreciation expense totaled $578,572 and $537,890 for the years ended October 31, 2016 and 2015, respectively.
F-17
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
COFFEE HOLDING CO., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 31, 2016 AND 2015
NOTE 7 - LINE OF CREDIT:
On March 10, 2015, the Company entered into a loan modification agreement (the “Modification Agreement”) with its lender Sterling National Bank
(“Sterling”) which modified the terms of the financing agreement with Sterling previously entered into on February 17, 2009 (the “Financing Agreement”).
Prior to the Modification Agreement, the Financing Agreement, as amended, provided for a credit facility in which the Company had a revolving line of
credit for a maximum of $7,000,000 (the “Loan Facility”). On February 3, 2011, the Company amended the Financing Agreement to create a sublimit
within the revolving line of credit in the form of a $300,000 term loan for the benefit of GCC. The Financing Agreement was set to expire on March 31,
2015. Pursuant to the Modification Agreement, the Financing Agreement was modified to, among other things, (i) extend the term of the Financing
Agreement until February 28, 2017; (ii) increase the maximum amount of the Loan Facility from $7,000,000 to $9,000,000; (iii) reduce the interest rate
on the average unpaid balance of the line of credit from an interest rate equal to a per annum reference rate of 3.75% to an interest rate per annum equal
to the Wall Street Journal Prime Rate; and (iv) require the Company to pay, upon the occurrence of certain termination events, a prepayment premium
of 0.50% of the maximum amount of the credit facility in effect as of the date of the termination event.
Other than as described above, the Financing Agreement remains in full force and effect. Pursuant to the Modification Agreement, the Company is able
to draw on the loan Facility up to an amount of 85% of eligible accounts receivable and 25% of eligible inventory consisting of green coffee beans and
finished coffee not to exceed $1,000,000. The Loan Facility is secured by all tangible and intangible assets of the Company.
The Loan Facility 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 restrictive transactions. The Loan Facility also requires that the Company maintain a minimum working
capital at all times. The Company was in compliance with all required financial covenants at October 31, 2016 and 2015.
As of October 31, 2016 and 2015, the outstanding balance under the bank line of credit was $5,121,375 and $4,317,121, respectively.
Also on March 10, 2015, the Company, as guarantor, and OPTCO (the “Borrower”), as borrower, entered into a new loan facility agreement with Sterling.
The new loan facility is a revolving line of credit for a maximum of $3,000,000 (the “New Loan Facility”). The New Loan Facility terminates on February
28, 2017. The Borrower is able to draw on the New Loan Facility at an amount up to 85% of eligible accounts receivable, not to exceed 25% of all
accounts of the Borrower. The New Loan Facility is payable monthly in arrears on the average unpaid balance of the line of credit at an interest rate per
annum equal to the Wall Street Journal Prime Rate (currently 3.5%). The New Loan Facility is secured by all tangible and intangible assets of the
Company. In connection with the New Loan Facility, the Company entered into a security agreement with Sterling and provided Sterling with a
guarantee of the Borrower’s obligations. As of October 31, 2016 and 2015, the outstanding balance under the New Loan Facility was $1,837,000.
F-18
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
COFFEE HOLDING CO., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 31, 2016 AND 2015
NOTE 8 - INCOME TAXES:
The Company’s provision (benefit) for income taxes in 2016 and 2015 consisted of the following:
Current
Federal
State and local
Deferred
Federal
State and local
Income tax (benefit) expense
2016
2015
$
$
219,562
155,083
374,645
(73,407)
36,610
(36,797)
941,150
50,125
991,275
1,365,920
$
(657,500)
(69,350)
(726,850)
(763,647)
$
A reconciliation of the difference between the expected income tax rate using the statutory U.S. federal tax rate and the Company’s effective tax rate is
as follows:
Tax at the federal statutory rate of 34%
Other permanent differences
State and local tax, net of federal benefit
Provision for income taxes
Effective income tax rate
F-19
$
2016
1,263,427
$
(32,944)
135,437
2015
(711,680)
(30,359)
(21,608)
$
1,365,920
$
(763,647)
37%
(37%)
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
COFFEE HOLDING CO., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 31, 2016 AND 2015
NOTE 8 - INCOME TAXES (cont’d):
The tax effects of the temporary differences that give rise to the deferred tax assets and liabilities as of October 31, 2016 and 2015 are as follows:
Current deferred tax assets:
Accounts receivable
Net operating loss
Unrealized loss
Inventory
Total current deferred tax asset
Non-current deferred tax assets:
Deferred rent
Deferred compensation
Total non-current deferred tax asset
Total deferred tax asset
Current deferred tax liability:
Unrealized gain
Non-current deferred tax liability:
Fixed assets
Total deferred tax liabilities
2016
2015
$
67,034
$
64,384
53,605
714,150
180,112
49,853
$
131,418
$
997,720
107,635
227,947
82,666
179,614
$
$
335,582
$
262,280
467,000
$
1,260,000
$
49,873
$
$
503,052
354,650
$
552,925
$
354,650
A valuation allowance was not provided at October 31, 2016 or 2015. In assessing the realizability of deferred tax assets, management considers
whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is
dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management
considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment.
Based upon the level of historical taxable income and projections for future taxable income over the periods in which the deferred tax assets are
expected to be deductible, management believes it is more likely than not the Company will realize the benefits of these deductible differences. The
amount of the deferred tax asset considered realizable, however, could be reduced in the near term if estimates of future taxable income are reduced.
As of October 31, 2016 and 2015, the Company did not have any unrecognized tax benefits or open tax positions. The Company’s practice is to
recognize interest and/or penalties related to income tax matters in income tax expense. As of October 31, 2016 and 2015, the Company had no accrued
interest or penalties related to income taxes. The Company currently has no federal or state tax examinations in progress.
F-20
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
COFFEE HOLDING CO., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 31, 2016 AND 2015
NOTE 8 - INCOME TAXES (cont’d):
The Company files a U.S. federal income tax return and California, Colorado, Connecticut, Idaho, Kansas, Michigan, New Jersey, New York, Texas,
Rhode Island, South Carolina, Virginia and Oregon state tax returns. The Company’s federal income tax return is no longer subject to examination by the
federal taxing authority for years before fiscal 2013. The Company’s California, Colorado and New Jersey income tax returns are no longer subject to
examination by their respective taxing authorities for the years before fiscal 2010. The Company’s Oregon, New York, Kansas, South Carolina, Rhode
Island, Connecticut and Michigan and Texas income tax returns are no longer subject to examination by their respective taxing authorities for the years
before fiscal 2011.
NOTE 9 - COMMITMENTS AND CONTINGENCIES:
OPERATING LEASES:
In February 2004, the Company entered into a lease for office and warehouse space in La Junta City, Colorado. This lease, which is at a monthly rental
of $8,341 beginning January 2005, expires on January 31, 2024. Rent charged to operations amounted to $95,504 for the years ended October 31, 2016
and 2015.
In October 2008, the Company entered into a lease for office and warehouse space in Staten Island, NY. This lease, which is at a monthly rental
beginning November 2008, expires on October 31, 2023 and includes annual rent increases. Rent charged to operations amounted to $143,171 and
$146,423 for the years ended October 31, 2016 and 2015. The Company also uses a variety of independent, bonded commercial warehouses to store
its green coffee beans.
In March 2015, the Company entered into a lease for office space in Vancouver, WA. This lease, which is at a monthly rental beginning April 1, 2015,
expires on March 31, 2017. Rent charged to operations amounted to $37,745 and $36,721 for the years ended October 31, 2016 and 2015,
respectively.
In December 2016, the Company entered into a lease for office and warehouse space in Burlington WA. This lease which is at a monthly rental
beginning December 1, 2016, expires on December 31, 2017.
The aggregate minimum future lease payments as of October 31, 2016 for each of the next five years and thereafter are as follows:
October 31,
2017
2018
2019
2020
2021
Thereafter
$
300,123
260,683
262,413
271,051
279,051
610,416
$
1,983,737
F-21
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
COFFEE HOLDING CO., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 31, 2016 AND 2015
NOTE 9 - COMMITMENTS AND CONTINGENCIES (cont’d):
401 (K) RETIREMENT PLAN:
The Company has a 401(k) Retirement Plan, which covers all the full time employees who have completed one year of service and have reached their
21st birthday. The Company matches 100% of the aggregate salary reduction contribution up to the first 3% of compensation and 50% of aggregate
contribution of the next 2% of compensation. Contributions to the plan aggregated $67,083 and $67,166 for the years ended October 31, 2016 and
2015, respectively.
NOTE 10 - ECONOMIC DEPENDENCY:
Approximately 29% of the Company’s sales were derived from one customer during the year ended October 31, 2016. This customer also accounted for
approximately $3,661,000 or 27% of the Company’s accounts receivable balance at October 31, 2015. Approximately 54% of the Company’s sales were
derived from one customer during the year ended October 31, 2015. This customer also accounted for approximately $4,113,000 or 38% of the
Company’s accounts receivable balance at October 31, 2015. Concentration of credit risk with respect to other trade receivables is limited due to the
short payment terms generally extended by the Company, by ongoing credit evaluations of customers, and by maintaining an allowance for doubtful
accounts and other allowances that management believes will adequately provide for credit losses.
For the year ended October 31, 2016, approximately 43% of the Company’s purchases were from four vendors. These vendors accounted for
approximately $609,000 of the Company’s accounts payable at October 31, 2016. For the year ended October 31, 2015, approximately 64% of the
Company’s purchases were from five vendors. These vendors accounted for approximately $2,664,000 of the Company’s accounts payable at October
31, 2015. Management does not believe the loss of any one vendor would have a material adverse effect of the Company’s operations due to the
availability of many alternate suppliers.
NOTE 11 - RELATED PARTY TRANSACTIONS:
The Company has engaged its 40% partner in Generation Coffee Company, LLC as an outside contractor (the “Partner”). Included in contract labor
expense, which is a component of cost of sales, are expenses incurred from the Partner during the years ended October 31, 2016 and 2015 of $459,345
and $422,039, respectively.
An employee of one of the top two vendors is a director of the Company. Purchases from that vendor totaled approximately $8,475,000 and $22,143,000
for the years ended October 31, 2016 and 2015, respectively. The corresponding accounts payable balance to this vendor was approximately $237,000
and $586,000 at October 31, 2016 and 2015, respectively.
In January 2005, the Company established the “Coffee Holding Co., Inc. Non-Qualified Deferred Compensation Plan.” Currently, there is only one
participant in the plan: Andrew Gordon, the CEO. Within the plan guidelines, this employee is deferring a portion of his current salary and bonus. The
deferred compensation payable represents the liability due to an officer of the Company. The deferred compensation liability at October 31, 2016 and
2015 was $489,668 and $482,499, respectively. Deferred compensation expenses included in officers’ salaries were $0 during the years ended October
31, 2016 and 2015, respectively.
F-22
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
COFFEE HOLDING CO., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 31, 2016 AND 2015
NOTE 12 - STOCKHOLDERS’ EQUITY:
a.
b.
Treasury Stock. The Company utilizes the cost method of accounting for treasury stock. The cost of reissued shares is determined under the
last-in, first-out method. The Company purchased 337,269 shares for $1,754,878 during the year ended October 31, 2016 and 53,687 shares
for $226,850 during the year ended October 31, 2015.
Share Repurchase Program. On January 24, 2014, the Company announced that the Board of Directors had approved a share repurchase
program (the “2014 Share Repurchase Program”) pursuant to which the Company may repurchase up to $1 million of its outstanding shares of
common stock from time to time on the open market and in privately negotiated transactions subject to market conditions, share price and other
factors. The 2014 Share Repurchase Program may be discontinued or suspended at any time. The Company does not intend to make any
further repurchases under the 2014 Share Repurchase Program and the 2014 Share Repurchase Program is terminated. As of October 31,
2016, pursuant to the terms of the 2014 Share Repurchase Program, the Company had repurchased 156,415 shares of outstanding common
stock in an amount equal in value to $995,729. On September 29, 2015, the Company announced that the Board of Directors had approved a
share repurchase program (the “2015 Share Repurchase Program”) pursuant to which the Company may repurchase up to $2 million of the
outstanding common stock from time to time on the open market and in privately negotiated transactions subject to market conditions, share
price and other factors. The timing and amount of any shares repurchased will be determined based on the Company’s evaluation of market
conditions and other factors. The 2015 Share Repurchase Program may be discontinued or suspended at any time. Pursuant to the terms of the
2015 Share Repurchase Program, the Company purchased 337,269 shares during the year ended October 31, 2016 for $1,754,878. Also
pursuant to the terms of the 2015 Share Repurchase Program, the Company had repurchased 53,687 shares of outstanding common stock in
an amount equal in value to $226,850 during the year ended October 31, 2015.
NOTE 13 - FAIR VALUE MEASUREMENTS:
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the
measurement date, not adjusted for transaction costs. The guidance also establishes a fair value hierarchy that prioritizes the inputs to valuation
techniques used to measure fair value into three broad levels giving the highest priority to quoted prices in active markets for identical assets or liabilities
(Level 1) and the lowest priority to unobservable inputs (Level 3) as described below:
Level 1 Inputs – Unadjusted quoted prices in active markets for identical assets or liabilities that are accessible by the Company;
Level 2 Inputs – Quoted prices in markets that are not active or financial instruments for which all significant inputs are observable, either directly or
indirectly; and
Level 3 Inputs – Unobservable inputs for the asset or liability including significant assumptions of the Company and other market participants.
The Company determines fair values for its investment assets as follows:
F-23
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
COFFEE HOLDING CO., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 31, 2016 AND 2015
NOTE 13 - FAIR VALUE MEASUREMENTS (cont’d) :
Investments at fair value consist of commodity securities and deferred compensation plan assets.
The Company maintains a deferred compensation plan. The fair value of the plan assets are classified within Level 1 as the assets are valued using
quoted prices in active markets. The assets are included with Deposits and other assets in the accompanying balance sheets. Additional information
related to the Company’s deferred compensation plan is disclosed in Note 10.
The Company’s commodity securities are classified within Level 2 and include coffee futures and options contracts. To determine fair value, the
Company utilizes the market approach valuation technique for the coffee futures and options contracts. The Company uses Level 2 inputs that are based
on market data of similar instruments that are in observable markets. All commodities on the balance sheet are recorded at fair value with changes in
fair value included in earnings.
The following tables present the Company’s assets and liabilities that are measured at fair value on a recurring basis and are categorized using the fair
value hierarchy.
Assets:
Money market
Commodities-Futures
Total Assets
Liabilities:
Commodities – Options
Total Liabilities
Assets:
Money market
Total Assets
Liabilities:
Commodities – Options
Commodities – Futures
Total Liabilities
Fair Value Measurements as of October 31, 2016
Total
Level 1
Level 2
Level 3
489,826
218,475
708,301
489,826
$
489,826
–
218,475
218,475
(83,753)
(83,753)
–
$
(83,753)
(83,753)
Fair Value Measurements as of October 31, 2015
Total
Level 1
Level 2
Level 3
$
$
482,499
$
482,499
$
482,499
482,499
–
–
(134,613)
(349,222)
(483,835)
$
–
–
$
(134,613)
(349,222)
(483,835)
–
–
–
–
–
–
–
NOTE 14 - SUBSEQUENT EVENT:
The Company evaluates events that have occurred after the balance sheet date but before the financial statements are issued. Based upon the
evaluation, the Company did not identify any recognized or non-recognized subsequent events that would have required further adjustment or disclosure
in the condensed consolidated financial statements.
F-24
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
COFFEE HOLDING CO., INC.
Significant Subsidiaries
Exhibit 21.1
Name of Entity
Jurisdiction
Organic Products Trading Company, LLC
United States, Washington
Sonofresco, LLC
United States, Delaware
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Exhibit 31.1
Certification of Principal Executive Officer and Principal Financial Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Andrew Gordon, certify that:
1.
I have reviewed this annual report on Form 10-K for the period ended October 31, 2016 of Coffee Holding Co., Inc.;
2.
3.
4.
(a)
(b)
(c)
(d)
5.
(a)
(b)
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this
report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))
and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to
ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities,
particularly during the period in which this report is being prepared;
Designed such internal controls over financial reporting, or caused such internal control over financial reporting to be designed under my supervision,
to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles;
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s fourth fiscal quarter
that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee
of the registrant’s board of directors (or persons performing the equivalent functions):
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely
to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over
financial reporting.
Date: January 27, 2017
/s/ Andrew Gordon
Andrew Gordon
President, Chief Executive Officer, Chief Financial Officer and
Treasurer
(Principal Executive Officer, Principal Financial Officer, Chief
Accounting Officer)
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Statement Furnished Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350
Exhibit 32.1
The undersigned, Andrew Gordon, is the President, Chief Executive Officer and Chief Financial Officer of Coffee Holding Co., Inc. (the “Company”).
This statement is being furnished in connection with the filing by the Company of the Company’s Annual Report on Form 10-K for the period ended October 31,
2016 (the “Report”).
By execution of this statement, I certify that:
A) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and
B) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of
the dates and for the periods covered by the Report.
This statement is authorized to be attached as an exhibit to the Report so that this statement will accompany the Report at such time as the Report is filed with
the Securities and Exchange Commission, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350. It is not intended that this
statement be deemed to be filed for purposes of the Securities Exchange Act of 1934, as amended.
A signed original of this written statement required by Section 906 has been provided to Coffee Holding Co., Inc. and will be retained by Coffee Holding Co., Inc.
and furnished to the Securities and Exchange Commission or its staff upon request.
Date: January 27, 2017
/s/ Andrew Gordon
Andrew Gordon
President, Chief Executive Officer, Chief Financial Officer and Treasurer
(Principal Executive Officer, Principal Financial Officer, Chief Accounting
Officer)
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.