What changed in this filing

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Item 1. Business

2023-03-17 compared with 2023-03-17 · 314 added, 299 removed, 95 unchanged (87% of the section changed)

and Operations.

We are an integrated wholesale coffee roaster and dealer located in the United States.

Our core products can

be divided into three categories:

We are an integrated wholesale coffee roaster and dealer in the United States.

Our core products can be

divided into three categories:

Green Coffee:

unroasted raw beans imported from around the world and sold to large and small roasters and coffee shop operators;

unroasted raw beans imported from around the world and sold to large and small roasters and coffee shop

Label Coffee:

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that want to have their own brand name on coffee to compete with national brands;

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.

private label and branded coffee products are sold throughout the United States 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 primarily sold to specialty gourmet roasters in the United states, Canada and multiple international countries.

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.

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 primarily sold to specialty gourmet roasters.

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

almost 50 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.

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 40 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

June 2016, we acquired substantially all of the assets of Coffee Kinetics LLC (doing business as Sonofresco) through our wholly-owned

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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.

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.

February 23, 2017, we purchased all the outstanding common stock of Comfort Foods, Inc.

CFI is a medium sized regional

roaster, manufacturing both branded and private label coffee for retail and foodservice customers located predominantly in the northeast

United States marketplace.

April 24, 2018, pursuant to an Asset Purchase Agreement, by and among Generations Coffee Company, LLC (“GCC”) the entity

formed as a result of the Company’s joint venture with Caruso’s Coffee, Inc.

CFI is a medium sized

regional roaster, manufacturing both branded and private label coffee for retail and foodservice customers located predominantly

in the northeast United States marketplace.

April 24, 2018, pursuant to an Asset Purchase Agreement, by and among Generations Coffee Company, LLC (“GCC”) the

entity formed as a result of the Company’s joint venture with Caruso’s Coffee, Inc.

and Steep & Brew, Inc.

(“the Seller”)

a Wisconsin corporation and the stockholder of the Seller.

GCC purchased substantially all the assets, including equipment, inventory,

customer lists and relationships of the Seller.

October 15, 2020, we entered into a Contribution and Equity Purchase Agreement (the “Jordre Well Agreement”) to become a

49% owner in The Jordre Well, LLC (“The Jordre Well”), a cannabidiol (“CBD”) beverage company.

Under the terms

of the Jordre Well Agreement, The Jordre Well will assist us in the development and commercialization of CBD-infused line extensions

for the existing coffee brands within our portfolio, as well as launch new brands that are intended to serve consumer demand for non-coffee

CBD-infused beverages and products.

We plan to infuse our brands Café Caribe Latin Espresso and Harmony Bay Gourmet coffee, with

CBD as soon as we are comfortable with our formulations.

We believe CBD coffee will be a fast growing and profitable market for us and

if the legislative environment surrounding CBD products continues to improve, our plan is to offer all our customers the opportunity

to infuses their products with CBD.

were incorporated on October 9, 1995 under the laws of the State of Nevada under the name Transpacific International Group Corp (“Transpacific”).

Seller”) a Wisconsin corporation and the stockholder of the Seller.

GCC purchased substantially all the assets, including

equipment, inventory, customer lists and relationships of the Seller.

October 15, 2020, we entered into a Contribution and Equity Purchase Agreement (the “Jordre Well Agreement”) to become

a 49% owner in The Jordre Well, LLC (“The Jordre Well”), a cannabidiol (“CBD”) beverage company.

the terms of the Jordre Well Agreement, The Jordre Well will assist us in the development and commercialization of CBD-infused

line extensions for the existing coffee brands within our portfolio, as well as launch new brands that are intended to serve consumer

demand for non-coffee CBD-infused beverages and products.

We plan to infuse our brands Café Caribe Latin Espresso and Harmony

Bay Gourmet coffee, with CBD as soon as we are comfortable with our formulations.

We believe CBD coffee will be a fast growing

and profitable market for us and if the legislative environment surrounding CBD products continues to improve, our plan is to

offer all our customers the opportunity to infuses their products with CBD.

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.

Upon the consummation of the merger, Coffee Holding Co., Inc.

was merged into Transpacific and Transpacific changed its name to

Coffee Holding Co., Inc.

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

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.

Competitive Strengths

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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:

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:

branded coffee;

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coffee roasting equipment.

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

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.

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 813% from 150 to 1,370.

We are a charter member of the Specialty

Coffee Association of America and one of the largest distributors of Swiss Water Processed Decaffeinated Coffees and Dattera specialty

Brazil coffees in the United States.

Our almost 50 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.

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 813% from 150 to 1,370.

We are a charter

member of the Specialty Coffee Association of America and one of the largest distributors of Swiss Water Processed Decaffeinated

Coffees and Dattera specialty Brazil coffees along the east coast of the United States.

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.

Portfolio of Differentiated Branded Coffees.

We have amassed a portfolio of eight 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 and flavored coffees.

In addition, we have entered into a licensing agreement with Del Monte Corporation

for the exclusive right to use the S&W trademark 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.

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.

wholesalers and individually owned stores in the United States, including brands for specialty espresso, Latin espresso, Italian

espresso, 100% Colombian coffee and blended and flavored coffees.

In addition, we have entered into a licensing agreement with

Del Monte Corporation for the exclusive right to use the S&W trademark 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.

Has Extensive Experience in the Coffee Industry.

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 40 and 42 years,

respectively.

During this period, the Company has successfully navigated varying cycles in both the coffee industry and macro 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

39 and 41 years, respectively.

During this period, the company has successfully navigated varying cycles in both the coffee industry

and macro economy.

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.

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.

Growth Strategy

believe that significant growth opportunities exist by selectively pursuing strategic acquisitions and alliances, increasing penetration

with existing customers by adding new products, and developing our Harmony Bay brand and increase the number of our wholesale green coffee

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.

believe that significant growth opportunities exist by selectively pursuing strategic acquisitions and alliances, targeting the

rapidly growing Latin market in the United States, increasing penetration with existing customers by adding new products, and

developing our Harmony Bay brand and increase the number of our wholesale green coffee customers.

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.

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.

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.

Our Cafe Caribe and Cafe Supremo Products.

We believe the Latin 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 Latin 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, Latin consumers.

Café Supremo is a specialty espresso coffee which is priced for the more price sensitive Latin espresso coffee drinker.

We believe the Latin 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 Latin consumers in the United States.

Caribe, which has historically been our leading brand by poundage, is a specialty espresso coffee that targets espresso coffee

drinkers and, in particular, Latin consumers.

Café Supremo is a specialty espresso coffee which is priced for the more

price sensitive Latin espresso coffee drinker.

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:

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:

licensing agreements;

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Green Coffee:

unroasted raw beans imported from around the world and sold to large, medium and small roasters and coffee

shop operators;

unroasted raw beans imported from around the world and sold to large, medium and small roasters and

coffee shop operators;

Label Coffee:

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that want to have their own brand name on coffee to compete with national brands;

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.

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.

Green Coffee.

The specialty coffee market remains 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.”

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.

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.”

Label Coffee.

We roast, blend, package and sell coffee under private labels for companies throughout the United States and Canada.

We roast, blend, package and sell coffee under private labels for companies throughout the United States

Our private label coffee is sold in cans, brick packages and instants in a variety of sizes.

As of October 31, 2021, we supplied coffee

under approximately 21 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.

We roast and blend our branded coffee according to our own recipes and package the coffee at our facilities in La Junta,

Colorado, North Andover, Massachusetts and Brecksville, Ohio.

We then sell the packaged coffee under our brand labels to supermarkets,

wholesalers and individually-owned stores throughout the United States.

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.

As of October 31, 2020,

we supplied coffee under approximately 21 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.

label customers seek a quality similar to the national brands at a lower cost, which represents a better value for the consumer.

We roast and blend our branded coffee according to our own recipes and package the coffee at our facilities in

La Junta, Colorado, North Andover, Massachusetts and Brecksville, Ohio.

We then sell the packaged coffee under our brand labels

to supermarkets, wholesalers and individually-owned stores throughout the United States.

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.”

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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;

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;

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;

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;

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;

It is designed to introduce

coffee drinkers to the tastes of dark roasted coffee;

Roma , an Italian espresso targeted at the more traditional espresso drinker;

Roasters , a line of high quality retail and foodservice products packed in composite cans and poly bags and single serve;

Bay , an upscale line of flavored beans in 11oz and 40oz bags, along with single serve offerings in a multitude of unique flavor

Bay , an upscale line of flavored beans in 11oz and 40oz bags, along with single serve offerings in a multitude of unique

flavor profiles;

and Brew, a premium line of specialty coffees with over 30 years brand recognition.

These coffees are comprised of Single Origin,

Blended and Flavored coffees sold throughout the upper Midwest region of the United States in bulk whole bean, whole bean and ground

bags and single serve format compatible with most single serve brewers.

These coffees are comprised of Single

Origin, Blended and Flavored coffees sold throughout the upper Midwest region of the United States in bulk whole bean, whole bean

and ground bags and single serve format compatible with most single serve brewers.

also offer several niche products, including:

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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 $0.92 to $2.25.

The price for coffee beans on the commodities market as of October

31, 2021 and 2020 was $2.04 and $1.04 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.

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”), as well as our North Andover plant operated by our Comfort Foods division, are 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.

Over the past five years, the average

price per pound of coffee beans ranged from approximately $0.92 to $2.25.

The price for coffee beans on the commodities market

as of October 31, 2020 and 2019 was $1.04 and $1.02 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

Our Ohio Facility operated by Generations Coffee Company, LLC (“GCC”), as well as our North Andover plant operated

by our Comfort Foods division, are 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.

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 dealers supply us with coffee beans from

many countries, including Colombia, Mexico, Kenya, Indonesia, Brazil and Uganda.

For the fiscal years ended 2020 and 2019, approximately

27% and 28% of all of our green coffee purchases were from five suppliers.

One of these suppliers, Rothfos Corporation, accounted for approximately

$3.1 million, or 6%, in 2021, and $5.3 million, or 10%, in 2020, 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.

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.

One of these suppliers, Rothfos Corporation, accounted for

approximately $5.3 million, or 10%, in 2020, and $8.3 million, or 13%, in 2019, 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.

supply and price of coffee beans are subject to volatility and are influenced by numerous factors which are beyond our control.

and price can be affected by factors such as weather, politics, currency fluctuations and economics within the countries that export

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.

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.

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.

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.

Use of Derivatives

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.

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 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 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 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 in any one of our

physical 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 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.

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 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 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 in any one of our physical contracts.

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 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.

See “Quantitative and Qualitative Disclosures About Market Risk—Commodity

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and Tradename

hold trademarks, registered with the United States Patent and Trademark Office, for all eight 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.

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 ).

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 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.

hold trademarks, registered with the United States Patent and Trademark Office, for all eight 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.

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 ).

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 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.

See “Our Use of Derivatives.”

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.

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.

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, bagged and single cup coffees.

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, bagged and single cup coffees.

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

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

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.

are also a supporter of several coffee-oriented charitable organizations and during fiscal 2020 and 2019, we donated approximately

$78,000 and $42,000, respectively, to charities.

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.

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.

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.

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.

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 $1.40 per pound

or fifteen cents above the current market price.

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 $1.40 per pound or fifteen cents above the current market price.

are the administrative benefactors to a non-profit organization called Cup for Education.

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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.

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.

coffee market is highly competitive.

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resources than we do.

However, we believe that we have both the knowledge and the capability to assist small specialty gourmet coffee

roasters with developing and growing their businesses.

Our over 40 years of experience as a roaster and a dealer of green coffee allows

us to provide our roasting experience as a value added service to our gourmet roaster customers.

While other coffee merchants may be

able to offer lower prices for coffee beans, we market ourselves as a value-added supplier to small roasters, with the ability to help

them market their specialty coffee products and develop a customer base.

The assistance we provide our customers includes training, coffee

blending and market identification.

Because specialty green coffee beans are sold unroasted to small coffee shops and roasters that market

their products to local gourmet customers, we do not believe that our specialty green coffee customers compete with our private label

or branded coffee lines of business.

We believe that the addition of Organic Products Trading Company, LLC (“OPTCO”), Sonofresco,

CFI and Steep & Brew as well as our external green coffee salespeople allows us to compete more effectively throughout the country

However, we believe that we have both the knowledge and the capability to assist small specialty gourmet

coffee roasters with developing and growing their businesses.

Our over 40 years of experience as a roaster and a dealer of green

coffee allows us to provide our roasting experience as a value added service to our gourmet roaster customers.

While other coffee

merchants may be able to offer lower prices for coffee beans, we market ourselves as a value-added supplier to small roasters,

with the ability to help them market their specialty coffee products and develop a customer base.

The assistance we provide our

customers includes training, coffee blending and market identification.

Because specialty green coffee beans are sold unroasted

to small coffee shops and roasters that market their products to local gourmet customers, we do not believe that our specialty

green coffee customers compete with our private label or branded coffee lines of business.

We believe that the addition of Organic

Products Trading Company, LLC (“OPTCO”), Sonofresco, CFI and Steep & Brew as well as our external green coffee

salespeople allows us to compete more effectively throughout the country and Canada.

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.

companies produce coffee for sale on a regional basis.

Our main competitor is the Massimo Zanetti Beverage Company.

The Massimo Zanetti Beverage

Company 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.

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 two large

Zanetti Beverage Company 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.

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 two large companies:

Kraft Foods, Inc.

(owner of the Maxwell House brand), and J.M.

(owner of the Folgers and Café Bustelo brands).

(owner of the Folgers and Café

Bustelo brands).

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 and Café Supremo brands are competitive

in the fast growing Latin demographic, our Harmony Bay has a strong regional presence in the northeast and our S&W brand has been

a popular and recognizable brand on the west coast for over 80 years.

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.

We believe that, while our competitors’ brands may be more nationally recognizable, our Café Caribe and Café

Supremo brands are competitive in the fast growing Latin demographic, our Harmony Bay has a strong regional presence in the northeast

and our S&W brand has been a popular and recognizable brand on the west coast for over 80 years.

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.

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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.

We are not aware of any environmental regulations that

have or that we believe will have a material adverse effect on our operations.

have 82 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.

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.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K/A

Item 1. Business