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

Greetings and welcome to Coffee Holding Company, Inc. Virtual Annual Meeting. [Operator Instructions] Please note, this conference call is being recorded. I will now turn the conference over to your host, Andrew Gordon, Chief Executive Officer. You may now begin.

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. I would like to take a moment to thank each employee and each director for the continued hard work during these unprecedented and uncertain times. As we navigate through the current climate, our dedicated staff is what will allow us to succeed. 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 the business and how we are navigating these unique times. Before I begin the formal portion of this meeting, I would like to take the opportunity to introduce our Board members: Gerard DeCapua, Barry Knepper, John Rotelli, Dan Dwyer, David Gordon and George Thomas. Present at the annual meeting are our attorneys from Lowenstein Sandler, Steve Skolnick and Daniel Porco; and our auditors from Marcum, Edward Hackert and Rainier Martin. We also have Dominick Dal Pizzol, representative of Issuer Direct, our transfer agent, who's present at this meeting. I have 2 other preliminary announcements. First, please note that our bylaws provide that any business brought before the 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 that the notice meets certain requirements. The company did not receive any such notice. And as such, voting will be confined to only 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 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 we typically cite in our press release. 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 would be happy to provide you with the general background information about the company, I will not be able to provide you with any nonmaterial public information. I appoint Mr. Skolnick as acting secretary of the meeting. I will ask Mr. Skolnick to include with the minutes of the meeting a copy of the affidavit of the mailing, certified list of shareholders, notice of meeting and proxy statement, which we refer to as the proxy material. The notice of meeting and the proxy statement were filed with the SEC on February 28, 2020, and were sent or given to each shareholder of record or a common stock on or about February 28. 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 Mr. Dal Pizzol as inspector of the election and has taken the appropriate oath. At this point, I will call the formal portion of the meeting to order. Will the inspector of election please report on the existence of a quorum?

Mr. Dal Pizzol, are you on? So I will...

All right. Steve, why don't you go ahead with that?

Yes. I don't know where he's at. Okay. So the -- just let me pull the numbers one second.

I have them here if you need.

Okay. The numbers as of the record date of February 25, the -- there were 5,569,349 shares outstanding and a total of 3,271,445 shares are present, and a quorum does exist.

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 David Gordon and John Rotelli for election as a director. George?

I was on mute. I'm sorry. As a shareholder, I move to approve the first proposal.

I second the motion.

I now declare the nominations closed. I assume that everyone present has voted by means of proxy. 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]

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 as the company's independent registered public accounting firm for the fiscal year ending October 31, 2020.

As a shareholder, I move to approve the second proposal.