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

Greetings. Welcome to the Coffee Holding Company, Inc. 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, President, CEO and Chairman of the Board. Andrew, please go ahead.

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 Shareholder 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 at the end of the meeting. Before I begin the formal portion of this annual meeting, I would like to take this opportunity to introduce our other Board members or in attendance today. Barry Knepper, John Rotelli, Daniel Dwyer, David Gordon and George F. Thomas. Present at this meeting are our attorneys from Ellenoff Grossman & Schole, Benjamin Reichel, and Nicole Cerullo; and Matthew Jahrsdoerfer from CBIZ Inc., our auditors. We also have Emily White, a representative of Equiniti as our transfer agent present at this meeting. I have 2 other preliminary announcements. First, if there is anyone present that would like to vote online during this meeting, 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 after the proposals are discussed. If you have already voted and do not wish to change your vote, then there is no further action that needs to be taken. The Inspector of Election will report on the preliminary results of the proposals later in this meeting. Second, for anyone that would like to ask a question, you can submit your questions at any time by typing them into the comment box on the platform you're listening on and someone from the company will respond after the meeting as appropriate. 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 we would be happy to provide you with general background information about the company, we will not be able to provide you with any material nonpublic information in response to any of your questions. So, therefore, please limit your questions to the information already on public record regarding the company. I hereby appoint Ms. Cerullo, as Accounting Secretary of this meeting. I will ask Ms. Cerullo 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 29, 2025, and were sent or given on about November 4, 2025, to each holder of record of our common stock as of October 17, 2025, the record date for this meeting. These proxy materials are available on the virtual meeting web page. At this point, I will call the formal portion of our annual meeting to order. I've appointed Ms. Emily White as the Inspector of Election, and she has taken the appropriate oath. Will the Inspector of Election please report on the existence of a quorum?

Andrew, the Board of Directors selected October 17, 2025, of the record date for the annual meeting. On the record date, there were 5,708,599 shares of common stock outstanding, a total of 3,079,412 shares or 53.94% of the total outstanding shares are present in person or represented by proxy at this meeting. Accordingly, a quorum is present.

Since a quorum is present, we may now proceed to the proposals set forth in the proxy statement. The first proposal relates to the election of directors. As indicated in the proxy statement, the Board of Directors has nominated each of Gerard DeCapua and George F. Thomas for election as a director. I hereby move that we'll let Gerard DeCapua and George F. Thomas as directors, each to hold office until the 2026 Annual Meeting of Stockholders or until their successors are elected.

I second the motion.

The second proposal relates to the ratification of the appointment of CBIZ CPAs as the company's independent registered public accounting firm for the fiscal year ended October 31, 2025. The Board of Directors favors this proposal, and I hereby move that the proposal regarding the reappointment of CBIZ CPAs as the company's independent registered public accounting firm for the fiscal year ended October 31, 2025 be approved.

I second the motion.

The third proposal relates to the nonbinding advisory vote on executive compensation. Board of Directors favors this proposal, and I hereby move that the proposal regarding the advisory vote on executive compensation be approved.

I second the motion.

The fourth proposal relates to the frequency of holding nonbinding advisory votes on executive conversation. As indicated in the proxy statement, the Board recommends setting the frequency of such votes to be held on a yearly basis. I hereby move that the proposal regarding the frequency of the advisory vote on executive compensation be approved.

I second the motion.

If there is anyone present that would like to vote online at this time either because they have not voted or because they wish to change their vote, please do so now by 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]

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 the Form 8-K filed with the SEC within 4 business days of this meeting.

Based on the preliminary tally of votes, each missed -- each of Gerard DeCapua and George F. Thomas was elected by plurality of votes cast. Based on the preliminary tally of votes, the second proposal to ratify CBIZ CPA PC as the company's auditors for 2025 has been approved by the affirmative vote of majority of the shares eligible to be cast present and entitled to vote. Based on the preliminary tally of votes, the third proposal to approve the nonbinding advisory vote on executive compensation has not been approved, as more shares voted against for the proposal than for it. Based on the primary tally of votes, the fourth proposal to approve the nonbinding advisory vote to set the frequency of holding advisory votes on the company's executive compensation has been approved for a period of 1 year.

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. There being no further business and having finished the formal portion of the meeting, I will entertain a motion at this meeting be adjourned, after which I will give a statement on the position of the company.

I move that the meeting be adjourned.

All in favor? All opposed? This meeting is hereby adjourned. I will now provide a brief update on the company. Please note that any nonhistorical statements that I make will constitute forward-looking statements under the Private Securities Litigation Reform Act of 1995. Actual results could differ materially. 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 releases. 2025 proved challenging in many respects, but at the end of the day, I believe, as a company, we rose to the occasion to deliver strong results to our shareholders. In mid-January, we will officially announce our year-end numbers along with the amount of the dividend as previously promised to our loyal shareholders. Tariffs, ramping up our new acquisition, Second Empire, as subsequently shutting down Comfort Foods in Massachusetts were just some of the challenges, which presented themselves throughout the year. In addition to this, both the New York, Arabica and London, Robusta coffee future markets traded to up to lifetime contract highs during the first quarter of 2025. The unprecedented rise in the commodity price surprisingly did not negatively affect sales to our customers as we increased sales volume in all 3 major areas of our business, green unroasted beans, sales of private label and branded sales to our retail and wholesale supermarket customer base. We look forward to a successful 2026, and I would like to thank all of our shareholders for attending this meeting and wish you all a happy and healthy holiday.

This concludes today's conference. You may now disconnect at this time. Thank you for your participation, and have a wonderful day.