Home / Transcripts / Coffee Holding Co., Inc. (JVA) · October 31, 2024

Coffee Holding Co., Inc. (JVA) Earnings Call Transcript

October 31, 2024

NASDAQ US shareholder_meeting 10 min

Earnings Call Speaker Segments

Operator operator
#1

Greetings, and welcome to Coffee Holding Company, Inc., 2024 Annual Meeting of Stockholders Call. [Operator Instructions] Please note, this conference is being recorded. I will now turn the conference over to your host, Andrew Gordon, CEO and Chairman of the Board of Coffee Holding Company, Inc. Mr. Gordon, please go ahead.

Andrew Gordon executive
#2

Thank you. Good afternoon. I am Andrew Gordon, President, CEO and Chairman of the Board of Coffee Holding Company. I'd like to welcome everyone listening to our Annual Meeting of shareholders being held this year by remote communications. During this annual meeting, we will be taking the formal steps necessary to vote on and approve the proposals set forth in our proxy statement. I will also provide a brief summary of our business. Before I begin the formal portion of this meeting, I would like the opportunity to introduce our Board members who are in attendance today: Gerard DeCapua, Barry Knepper, John Rotelli, David Gordon and George F. Thomas. Present at the Annual Meeting is our attorney from Lowenstein Sandler, Daniel Porco; and our auditors from Marcum LLP. We also have Emily White, a representative of Issuer Direct, our transfer agent, present at the meeting. I have 2 other preliminary announcements. First, please note that our bylaws provide that any business brought before an annual meeting by a shareholder, which is not specified in the notice of the meeting must be submitted in writing in advance to the secretary of the company and the notice meets certain requirements. The company did not receive any such notice, and as such, voting will be confined only to the 3 proposals outlined in the proxy statement. Second, any nonhistorical statements that we make will constitute forward-looking statements under the Private Securities Litigation Reform Act of 1995. Actual results could differ materially from these statements and as a result of a number of risks and uncertainties, including the risks that we have cited in our most recent 10-K and 10-Q filings with the SEC and that we typically cite in our press releases. Also, I would like to remind everyone that this meeting is not a public forum for the purposes of the SEC's Regulation FD. As a result, while I will be happy to provide you with general background information about the company, I will not be able to provide you with material nonpublic information. I appoint Mr. Porco as Acting Secretary of the meeting. I will ask Mr. Porco to include with the minutes of the meeting a copy of the affidavit of mailing, certified list of shareholders, notice of meeting and proxy statement, which we refer to as the proxy materials. The notice of the meeting and the proxy statement were filed with the SEC on October 16, 2024, and were sent or given to each formal record of common stock on or about October 16, 2024. The proxy statement describes the record date for this meeting and the number of eligible votes of common stock outstanding on that date. These proxy materials are available on the virtual meeting web page. I've appointed Ms. White as the Inspector of Election, and she has taken the appropriate oath. At this point, I will call the formal portion of our meeting to order. Will the Inspector of Election, please report on the existence of a quorum?

Emily White attendee
#3

Andrew, the Board of Directors selected October 9, 2024, as a record date for the annual meeting. On the record date, there were 5,708,599 shares of common stock outstanding. A total of 2,787,180 shares are present in person or by proxy at this meeting. Accordingly, a quorum is present.

Andrew Gordon executive
#4

Since a quorum is present, we may now proceed to the proposals set forth in the proxy statement. As indicated in the proxy statement, the Board of Directors has nominated each of myself, Daniel Dwyer and Barry Knepper for election as a director. If there is anyone present that would like to vote now, either because they have not voted or because they wish to change their vote, please do so by using the voting buttons on the meeting interface. [Voting]

Andrew Gordon executive
#5

The Inspector of Election will report on the preliminary results of the proposals later in the meeting. The second proposal relates to the ratification of the appointment of Marcum LLP as the company's independent registered public accounting firm for the fiscal year ending October 31, 2024. If there is anyone present that would like to vote now, either because they have not voted or because they wish to change their vote, please do so by using the voting buttons on the meeting interface. [Voting]

Andrew Gordon executive
#6

The Inspector of Election will report on the preliminary results of the proposals later in the meeting. The third proposal relates to the nonbinding advisory vote on executive compensation. If there is anyone present that would like to vote now, either because they have not voted or because they wish to change their vote, please do so by using the voting buttons on the meeting interface. [Voting]

Andrew Gordon executive
#7

The Inspector of Election will now report on the preliminary results of the proposals later in the meeting. I will now provide a brief update on the company, followed by a short Q&A period. As everyone is aware, this year was a very up and down year as far as we were in merger talks with Delta, which were voted down by the shareholders mid-year. Coming out of that, however, we've managed to grow our company's revenues quarter-over-quarter, paid down almost $9 million in bank lines to have a very clean balance sheet and a pathway for growth moving forward. And I expect that this will continue going into the 2025 year. I will now entertain any questions that stockholders wish to raise, with any comments that stockholders wish to make regarding the proposals submitted at this meeting. Please note that representatives from our independent registered public accounting firm are also present and available to answer appropriate questions from stockholders.

Daniel Porco attendee
#8

Andy, this is Dan Porco. There are no questions in the queue. You move on.

Andrew Gordon executive
#9

Thank you. At this point, I will end the Q&A comment period. Stockholders should feel free to write to me, care of the company if they have questions or comments that they wish to address to me, which were not answered on today's call. If there is anyone present that would like to vote now, either because they have not voted or because they wish to change their vote, please do so by using the voting buttons on the meeting interface. If you have already voted and do not wish to change your vote, there is no further action that needs to be taken. [Voting]

Andrew Gordon executive
#10

The Inspector of Election will report on the preliminary results of the proposals later in the meeting. I now declare the polls closed. I now ask the Inspector of Election to report on the preliminary results of the proposals. The final results of each vote will be reported in our Form 8-K filed with the SEC within 4 business days of this meeting.

Emily White attendee
#11

Based on the preliminary tally of votes, each of David Gordon, John Rotelli was elected by a plurality of votes. Mr. Gordon's votes for and withhold were as follows: 2,335,370 shares for and 451,403 shares withhold. Mr. Dwyer's votes for and withhold are as follows: 2,737,097 shares for and 49,480 shares withhold. Mr. Knepper's votes for and withhold were as follows: 2,161,648 shares for and 624,523 shares withhold. Based on the preliminary tally of votes, the proposal to ratify Marcum LLP as the company's auditors for 2024 has been approved by affirmative vote of a majority of the shares eligible to be cast at or approximately 48.82% of the shares. Based on the preliminary tally of votes, the proposal to approve a nonbinding advisory vote on executive compensation has been approved by affirmative vote of a majority of the outstanding shares cast or 48.82% of the total outstanding shares.

Andrew Gordon executive
#12

The certificate of the Inspector of Election with the final tabulation will be filed with the minutes of this meeting and the proxies and the ballots with the corporate records. At this point, the meeting is now adjourned. Thank you all for attending.

Operator operator
#13

Thank you. This concludes today's conference, and you may disconnect at this time. We thank you for your participation.

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