0000065312
true
--06-30
2021
FY
0000065312
2020-07-01
2021-06-30
0000065312
2020-12-31
0000065312
2021-10-20
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
For the transition period from _______________________ to
____________________________________
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Indicate by check mark
if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.
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.
Indicate by check
mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 files).
Indicate by check
mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company,
or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller
reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s
assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.
7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
Indicate by check
mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
The aggregate market
value as of December 31, 2020 of the registrant’s common stock, the only class of voting or non-voting common equity of the
registrant, held by non-affiliates of the registrant was approximately $115,405,629, based on the closing price of the registrant’s
common stock on the NYSE American on that date.
The number of outstanding
shares of the registrant’s common stock as of October 20, 2021 was 12,278,431.
PART III
Item 10.
Directors, Executive Officers and Corporate Governance.
Executive Officers and Directors
The following table lists the names and ages of the
Company’s executive officers and directors, and their respective positions with the Company.
|
Name
|
Age
|
Position
|
|
Henry M. Nahmad
|
42
|
Chairman, Chief Executive Officer and President
|
|
Dennis Mack
|
77
|
Executive Vice President, Corporate Strategy and Director
|
|
Tom Marks
|
62
|
Executive Vice President, Business Development and President
of West Region
|
|
Robert H. Lazar
|
57
|
Chief Financial Officer and Chief Accounting Officer
|
|
David Blyer
|
61
|
Director
|
|
Glen Kruger
|
46
|
Director
|
|
Timothy P. LaMacchia
|
59
|
Director
|
|
Hal M. Lucas
|
42
|
Director
|
Set forth below is certain additional information
for each executive officer and director of the Company, including his principal occupation or employment for at least the previous five
years and, with respect to each director, his specific experience, qualifications, attributes and/or skills which, in the opinion of the
Company’s Board of Directors (the “Board”), qualifies him to serve as a director and are likely to enhance the Board’s
ability to manage and direct the Company’s business and affairs.
Henry Nahmad has served as a director
of the Company and as Chairman, Chief Executive Officer and President of the Company since March 2015. Prior to joining the Company, Mr.
Nahmad served as Chief Executive Officer of Chemstar Corp., a provider of food safety and sanitation solutions, from July 2009 to March
2014. From 2001 to 2004 and from 2007 to 2009, Mr. Nahmad worked in various capacities at Watsco, Inc., the largest distributor of HVAC/R
products. The Board believes that Mr. Nahmad’s knowledge, leadership skills, business relationships, and experience, including with
respect to growth from acquisitions and other strategic transactions, make Mr. Nahmad a valuable member of the Board and benefit the Company,
including with respect to its business, operations and growth strategy.
Dennis Mack has served as Executive
Vice President of the Company since October 2016 when he was appointed to such position in connection with the Company’s acquisition
of Western State Design at that time. In December 2018, his corporate title was changed to Executive Vice President, Corporate Strategy.
Mr. Mack has also been a director of the Company since November 2016. Mr. Mack founded Western State Design in 1974 and has served as
its President since its inception. The Board believes that it benefits from Mr. Mack’s knowledge of the commercial laundry industry
as well as his understanding of the operations, prospects, products, customers, suppliers and employees of Western State Design.
Tom Marks has served as Executive Vice
President of the Company since October 2016 when he was appointed to such position in connection with the Company’s acquisition
of Western State Design at that time. In December 2018, his corporate title was changed to Executive Vice President, Business Development
and he was named President of the Company’s West Region in January 2021. Mr. Marks has also been employed by Western State Design
since 1987, including as Executive Vice President since 2007.
Robert H. Lazar was appointed to serve
as the Company’s Chief Financial Officer in May 2017 after joining the Company as its Chief Accounting Officer and Vice President
of Finance in January 2017. Mr. Lazar previously served as Chief Accounting Officer and Vice President of Finance for Steiner Leisure
Limited, a provider of spa services and manufacturer and distributor of cosmetics, where he was employed since 2000. Prior to joining
Steiner Leisure Limited, Mr. Lazar worked in various capacities at Arthur Andersen LLP, including as Senior Manager from 1995 to 2000.
David Blyer has served as a director
of the Company since 1998. Since April 2017, Mr. Blyer has served as President and Chief Executive Officer of Arreva LLC, which provides
software to serve the fundraising and donor relationship management needs of nonprofit organizations. Arreva is the successor by merger
to DonorCommunity Inc., a company founded by Mr. Blyer which provided a software platform to non-profit organizations to assist in their
operational and fundraising activities. Mr. Blyer served as President and Chief Executive Officer of DonorCommunity from August 2010 until
the time of its merger with Telosa Software to form Arreva. Mr. Blyer was Co-Chairman of Stone Profiles LLC (formerly Profiles in Concrete,
Inc.), a manufacturer and installer of architectural cast stone for the residential and commercial construction markets, from January
2005 until March 2010. From July 2002 until January 2005, Mr. Blyer was an independent consultant. Mr. Blyer was Chief Executive Officer
and President of Vento Software, Inc., a developer of software for specialized business applications, from 1994, when he co-founded Vento,
until November 1999, when Vento was acquired by SPSS Inc., a computer software company that developed and distributed technology for the
analysis of data in decision-making and which merged with a subsidiary of IBM in 2010. From November 1999 until December 2000, Mr. Blyer
served as Vice President of Vento and, from January 2001 until July 2002, he served as President of the Enabling Technology Division of
SPSS. The Board believes that Mr. Blyer brings to the Board broad experience in developing sales and marketing strategies, in addition
to business operations skills gained through his founding and running of a number of diverse companies as well as his leading of a division
of SPSS, which at the time was a publicly-held company. Mr. Blyer has an MBA in finance.
Glen Kruger has served as a director
of the Company since December 2019. Since February 2017, Mr. Kruger has served as Director, Investment Banking at GCA Advisors, LLC, a
global investment bank that provides strategic merger and acquisition, capital markets and private funds advisory services to growth companies
and market leaders. From February 2012 until he joined GCA Advisors in February 2017, Mr. Kruger was a Director, Investment Banking at
KeyBanc Capital Markets. He received a BSc in Mechanical Engineering from the University of Natal (South Africa) and an MBA from Babson
College. The Board believes that Mr. Kruger is a valuable contributor to the Board based on, among other things, his experience and expertise
with respect to the capital markets and merger and acquisition transactions.
Timothy P. LaMacchia has served as a
director of the Company since December 2017. Mr. LaMacchia is a private investor. He was a Partner at Ernst & Young LLP from 2002
until his retirement in June 2017. Prior to joining Ernst & Young LLP, Mr. LaMacchia was a Partner at Arthur Andersen LLP, where he
was employed since 1986. The Board believes that Mr. LaMacchia provides meaningful insight to the Board and makes important contributions
to the Audit Committee, including as a result of his finance and accounting background.
Hal M. Lucas has served as a director
of the Company since 2015. Mr. Lucas is an attorney in private practice. He is a founding partner of the law firm of Lucas Savitz P.L.
(and its predecessor), where Mr. Lucas has practiced since 2011. Prior to that time, Mr. Lucas was an attorney at the law firm of Astigarraga
Davis Mullins & Grossman, P.A. from 2008 to 2011 and at the law firm of Bilzin Sumberg Baena Price & Axelrod LLP from 2004 to
2008. Mr. Lucas also served as Of Counsel to Astigarraga Davis Mullins & Grossman, P.A. from 2011 to 2013. Since 2019, Mr. Lucas has
also served as a director and President of South Tip Holdings, LLC, a Miami, Florida-based hemp and CBD producer. Mr. Lucas obtained his
Juris Doctor degree from The University of Texas School of Law and a Bachelor’s degree in economics and international relations
from The Johns Hopkins University. The Board believes that Mr. Lucas’ experience in legal and business matters gained from his career
as a practicing attorney and his service as President and a director of South Tip Holdings benefits the Company and makes him a valuable
asset to the Board.
Additional
Information Regarding Directors and Executive Officers
Under the Company’s Bylaws, each director serves
for a term expiring at the Company’s next annual meeting of stockholders. Executive officers serve until they resign or are replaced
or removed by the Board of Directors.
There is no family relationship between any director
and executive officer. No director or executive officer has any arrangement or understanding between him and any other person(s) pursuant
to which he is to be selected as a director or officer of the Company.
Section
16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires the Company’s
directors, executive officers and 10% stockholders to file initial reports of ownership and reports of changes in ownership of the Company’s
Common Stock and other equity securities, if any, with the SEC and the NYSE American. The Company’s directors, executive officers
and 10% stockholders are required to furnish the Company with copies of all Section 16(a) reports they file. Based on a review of the
copies of such reports furnished to the Company and written representations from the Company’s directors and executive officers
that no other reports were required, the Company believes that its directors, executive officers and 10% stockholders complied with all
Section 16(a) filing requirements applicable to them for the fiscal year ended June 30, 2021 (“fiscal 2021” or “fiscal
year 2021”).
Code of
Business Conduct and Ethics
The Company has adopted a Code of Business Conduct
and Ethics that applies to all of its directors, officers and employees. The Code of Business Conduct and Ethics is supplemented by a
Senior Financial Officers Code of Ethics that applies to the Company’s Chief Executive Officer and any other senior financial officers.
The Code of Business Conduct and Ethics and the Senior Financial Officers Code of Ethics are posted in the “Investors – Corporate
Governance – Governance Documents” section of the Company’s website at www.evi-ind.com.
Any amendments to, or waivers of, the Code of Business Conduct and Ethics or Senior Financial Officers Code of Ethics (in each case, to
the extent applicable to the Company’s principal executive officer, principal financial officer or principal accounting officer)
will be posted on the Company’s website or made available by other appropriate means as required or permitted under applicable rules
and regulations of the SEC and the NYSE American.
Audit
Committee
The Company’s Board of Directors has a standing
Audit Committee. The Audit Committee consists of Timothy P. LaMacchia, Chairman, and Glen Kruger. As permitted by the Audit Committee’s
Charter and by the rules of the NYSE American due to the Company qualifying as a “smaller reporting company” under Regulation
S-K promulgated by the SEC, the Audit Committee is permitted to be comprised of two members. The Board determined that each member of
the Audit Committee is “financially literate” and “independent” within the meaning of the rules of the NYSE American
(including, with respect to their independence, the additional independence requirements applicable to audit committee members thereunder)
and applicable SEC rules and regulations. The Board also determined that Mr. LaMacchia is qualified as an “audit committee financial
expert,” as defined under Item 407 of Regulation S-K promulgated by the SEC.
Item 11.
Executive Compensation.
Summary Compensation Table
The following table sets forth certain summary information
concerning compensation which, for the fiscal years ended June 30, 2021 and 2020, the Company paid to, or accrued on behalf of, Henry
M. Nahmad, the Company’s Chairman, Chief Executive Officer and President, and Tom Marks and Robert H. Lazar, the Company’s
next two highest paid executive officers during the fiscal year ended June 30, 2021. Messrs. Nahmad, Marks and Lazar are sometimes hereinafter
referred to individually as a “Named Executive Officer” and collectively as the “Named Executive Officers.”
Name
and Principal
Positions(1)
|
Fiscal
Year
|
Salary(3)
|
Bonus(4)
|
Stock
Awards(5)
|
Option
Awards
|
Non-
Equity
Incentive
Plan
Compen-
sation
|
Change
in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
|
All
Other
Compen-
sation
|
Total
|
|
Henry M. Nahmad
Chairman, Chief Executive
Officer and President
|
2021
2020
|
$550,000
$550,000
|
—
$500,000
|
—
$4,000,000
|
—
—
|
—
—
|
—
—
|
—
—
|
$550,000(6)
$5,050,000
|
|
Tom Marks
Executive Vice President,
Business Development and
President
of West Region
|
2021
2020
|
$300,000
$300,000
|
$150,000
—
|
$1,836,600
—
|
—
—
|
—
—
|
—
—
|
$2,850
$8,400
|
$2,289,450
$308,400
|
|
Robert H. Lazar(2)
Chief Financial Officer and
Chief Accounting Officer
|
2021
|
$205,000
|
$40,000
|
$263,981
|
—
|
—
|
—
|
—
|
$508,981
|
|
|
(1)
|
The Company does not have an employment agreement with any of the Named Executive Officers. The compensation
of the Named Executive Officers is determined by the Compensation Committee of the Board of Directors. Each Named Executive Officer receives
an annual base salary and may receive bonuses, in cash and/or equity awards, pursuant to bonus plans which may established from time to
time by the Compensation Committee or otherwise at the discretion of the Compensation Committee. Equity awards, if any, are granted under
the Company’s 2015 Equity Incentive Plan, as amended (the “Equity Incentive Plan”). The Named Executive Officers are
also provided certain benefits, including health and welfare benefits and the right to participate in the Company’s participatory
Section 401(k) Profit Sharing Plan described below, on the same basis as the Company’s other employees.
|
|
|
(2)
|
Mr. Lazar was not a “named executive officer” of the Company for the fiscal year ended June 30,
2020. Accordingly, compensation information for Mr. Lazar is provided only for the fiscal year ended June 30, 2021.
|
|
|
(3)
|
Represents the annual base salary paid to the Named Executive Officer during the applicable fiscal year. Each
Named Executive Officer's annual base salary is subject to adjustment from time to time at the discretion of the Compensation Committee.
Upon the approval of the Compensation Committee, the annual base salary of Mr. Marks was increased to $400,000, effective July 1, 2021,
and the annual base salary of Mr. Lazar was increased to $240,000, effective September 13, 2021.
|
|
|
(4)
|
Represents discretionary bonuses paid upon the approval of the Compensation Committee, in each cash, based
upon a subjective evaluation of the performance of the Company and the applicable Named Executive Officer. As described in further detail
under “Chief Executive Officer Compensation” below, Mr. Nahmad’s fiscal year 2020 bonus consisted of a $200,000 cash
bonus and a stock award of $300,000 of shares of the Company’s Common Stock. With respect to the bonuses paid to Mr. Mack and Mr.
Lazar for fiscal year 2021, the Compensation Committee considered the recommendation of the Company’s Chief Executive Officer and
the performance and financial condition of the Company, including, in the case of Mr. Marks, Western State Design and the other operating
subsidiaries of the Company comprising the Company’s West Region (of which Mr. Marks is the President).
|
|
|
(5)
|
Represents the aggregate grant date fair value of (i) in the case of Mr. Nahmad, a restricted stock award
of 180,669 shares of the Company’s Common Stock granted to Mr. Nahmad during February 2020, (ii) in the case of Mr. Marks, 60,000
restricted stock units granted to Mr. Marks during November 2020, each of which represents a contingent right to receive one share of
the Company’s Common Stock upon vesting, and (ii) in the case of Mr. Lazar, a restricted stock award of 8,624 shares of the Company’s
Common Stock granted to Mr. Lazar during November 2020. Each such grant was made under the Company’s Equity Incentive Plan upon
the approval of the Compensation Committee. Additional information regarding these grants, including the vesting schedules, is set forth
below under “Outstanding Equity Awards at June 30, 2021” and, in the case of the grant to Mr. Nahmad, “Chief Executive
Officer Compensation.” Assumptions used in the calculation of the grant date fair value of the restricted stock awards and units
are included in Note 20 to the Company’s audited consolidated financial statements contained in the Company’s Annual Report
on Form 10-K for the fiscal year ended June 30, 2021, as filed with the SEC on September 13, 2021. Due to the long-term vesting of a majority
of these restricted stock awards and units (subject to potential vesting acceleration under limited circumstances) and the risk of forfeiture
until vesting, the present value of the restricted stock awards and units is significantly less than the grant date fair value presented
in the table. In addition to the restricted stock awards presented in the table, during September 2021, the Company, upon the approval
of the Compensation Committee, granted to Mr. Lazar restricted stock awards of 10,303 shares of the Company’s Common Stock under
the Company’s Equity Incentive Plan, 25% of which will cliff vest on September 10, 2025 and 75% of which will cliff vest on September
10, 2031, in each case, subject to the terms and conditions of the Company’s Equity Incentive Plan.
|
|
|
(6)
|
It is expected that the Compensation Committee will meet in the near term to consider matters related to Mr.
Nahmad’s compensation, including a potential base salary increase, cash bonus and restricted stock grant under the Company’s
Equity Incentive Plan. Such items, including the amounts thereof, have not been determined at this time and are subject to Compensation
Committee approval.
|
|
|
|
|
Chief Executive Officer Compensation
On February 24, 2020, the Company, upon the approval
of the Compensation Committee, granted to Henry M. Nahmad, the Company’s Chairman, Chief Executive Officer and President, a $500,000
bonus, $200,000 of which was paid in cash and $300,000 of which was paid in the form of a stock award of 13,550 immediately vested shares
of the Company’s Common Stock. Mr. Nahmad surrendered 5,262 of the these shares to the Company in order to satisfy the Company’s
tax withholding obligation relating to the grant thereof. In addition to the cash and stock bonus, the Company, upon the approval of the
Compensation Committee, also granted to Mr. Nahmad on February 24, 2020 a restricted stock award of 180,669 shares of the Company’s
Common Stock. Subject to the terms and conditions of the Company’s Equity Incentive Plan and the related restricted stock award
agreement, a total of 25% of the restricted shares are scheduled to vest ratably in four equal annual installments through February 2024,
with the first such installment having vested during February 2021. The remaining 75% of the restricted shares (the “Balance Shares”)
are scheduled to vest on November 5, 2040 (the “Cliff Vest Date”), which is the date on which Mr. Nahmad will reach the age
of 62, subject to accelerated vesting with respect to 50% of the Balance Shares if the Company’s total consolidated revenues for
four consecutive fiscal quarters, in the aggregate, equals or exceeds a certain specified amount (which would represent an approximately
50% increase in total revenues compared to the Company’s consolidated revenues for the fiscal year ended June 30, 2020). See also
“Compensation Plans and Arrangements” below for information regarding the accelerated vesting of the restricted stock awards
in the event of Mr. Nahmad’s death or Disability (as defined in his restricted stock award agreements) and the potential accelerated
vesting in connection with any Change in Control of the Company (as defined in the Company’s Equity Incentive Plan).
In approving the bonus and restricted stock award
grant to Mr. Nahmad during February 2020, the Compensation Committee considered, among other things, the Company’s growth, including
the success of the Company’s growth strategy and Mr. Nahmad’s role and performance with respect thereto, and the Company’s
financial results and condition. In addition, with respect to the bonus, the Compensation Committee reviewed and considered the report
of Pearl Meyer & Partners, LLC, a third party executive compensation consulting firm engaged by the Compensation Committee to assist
the Compensation Committee with respect to its review and determination of the compensation of Mr. Nahmad, as the Company’s Chief
Executive Officer. Further, in connection with the restricted stock award grant, the Compensation Committee considered the fact that Mr.
Nahmad did not receive any equity-based compensation during the fiscal years ended June 30, 2018 or 2019.
See also footnote 6 to the “Summary Compensation
Table” above regarding certain matters related to Mr. Nahmad’s compensation that the Compensation Committee is expected to
consider in the near term.
Outstanding Equity Awards at
June 30, 2021
The following table sets forth certain information
regarding restricted stock awards (or, in the case of Tom Marks only, restricted stock units) of the Company’s Common Stock held
by Henry M. Nahmad, Tom Marks and Robert H. Lazar as of June 30, 2021. Other than as set forth below, none of the Named Executive Officers
held any restricted stock awards, restricted stock units or other equity-based awards, including stock options, of the Company at June
30, 2021. As described above, in addition to the restricted stock awards set forth in the table below, during September 2021, the Company,
upon the approval of the Compensation Committee, granted to Mr. Lazar restricted stock awards of 10,303 shares of the Company’s
Common Stock under the Company’s Equity Incentive Plan, 25% of which will cliff vest on September 10, 2025 and 75% of which will
cliff vest on September 10, 2031, in each case, subject to the terms and conditions of the Company’s Equity Incentive Plan.
|
|
Stock
Awards
|
|
Name
|
Number of
shares or
units of
stock that
have not
vested
(#)
|
Market value of
shares of units of
stock that have
not vested
($)
|
Equity
incentive
plan awards:
Number of
unearned
shares, units or
other rights that
have
not vested
(#)
|
Equity
incentive
plan awards:
Market or
payout value
of
unearned
shares, units or
other rights that
have
not vested
($)
|
|
Henry
M. Nahmad
|
311,071(1)
|
$8,834,416
|
—
|
—
|
|
|
311,071(1)
|
$8,834,416
|
—
|
—
|
|
|
169,377(2)
|
$4,810,307
|
—
|
—
|
|
Tom
Marks
|
60,000(3)
|
$1,704,000
|
—
|
—
|
|
Robert
H. Lazar
|
18,088(4)
|
$513,699
|
—
|
—
|
|
|
6,500(5)
|
$184,600
|
—
|
—
|
|
|
8,624(6)
|
$244,922
|
—
|
—
|
|
|
(1)
|
Represents restricted shares of the Company’s Common Stock. Subject to the terms and conditions of the
Company’s Equity Incentive Plan and the related restricted stock award agreement, including as described below under “Compensation
Plans and Arrangements,” these restricted shares are scheduled to vest on November 5, 2040, the date on which Mr. Nahmad will reach
the age of 62.
|
|
|
(2)
|
Represents restricted shares of the Company’s Common Stock. Subject to the terms and conditions of the
Company’s Equity Incentive Plan and the related restricted stock award agreement, including as described under “Chief Executive
Officer Compensation” above and “Compensation Plans and Arrangements” below, 75% of these restricted shares are scheduled
to vest on November 5, 2040, the date on which Mr. Nahmad will reach the age of 62, and the balance of these restricted shares is scheduled
to vest in three remaining annual installments during February 2022, 2023 and 2024.
|
|
|
(3)
|
Represents restricted stock units, each of which represents a contingent right to receive one share of the
Company’s Common Stock upon vesting. Subject to the terms and conditions of the Company’s Equity Incentive Plan and the related
restricted stock unit agreement, including as described below under “Compensation Plans and Arrangements,” these restricted
stock units are scheduled to vest on November 3, 2030 (subject to an accelerated vesting schedule for 50% of such shares if the Company’s
total consolidated revenues for four consecutive fiscal quarters, in the aggregate, equals or exceeds a certain specified amount, which
would represent an approximately 50% increase in total revenues compared to the Company’s consolidated revenues for the fiscal year
ended June 30, 2020).
|
|
|
(4)
|
Represents restricted shares of the Company’s Common Stock. Subject to the terms and conditions of the
Company’s Equity Incentive Plan and the related restricted stock award agreement, including as described below under “Compensation
Plans and Arrangements,” these restricted shares are scheduled to vest on June 2, 2027.
|
|
|
(5)
|
Represents restricted shares of the Company’s Common Stock. Subject to the terms and conditions of the
Company’s Equity Incentive Plan and the related restricted stock award agreement, including as described below under “Compensation
Plans and Arrangements,” these restricted shares are scheduled to vest on October 28, 2029.
|
|
|
(6)
|
Represents restricted shares of the Company’s Common Stock. Subject to the terms and conditions of the
Company’s Equity Incentive Plan and the related restricted stock award agreement, including as described below under “Compensation
Plans and Arrangements,” 75% of these restricted shares are scheduled to vest on February 12, 2026, the date on which Mr. Lazar
will reach the age of 62 (subject to an accelerated vesting schedule for 50% of such shares if the Company’s total consolidated
revenues for four consecutive fiscal quarters, in the aggregate, equals or exceeds a certain specified amount, which would represent an
approximately 50% increase in total revenues compared to the Company’s consolidated revenues for the fiscal year ended June 30,
2020), and the balance of these restricted shares is scheduled to vest in four equal annual installments during November 2021, 2022, 2023
and 2024.
|
Compensation
Plans and Arrangements
As described above, no Named Executive Officer is
a party to an employment agreement with the Company. In addition, the Company has no plans or arrangements with any Named Executive Officer
which provide for the payment of retirement benefits, or benefits that would be paid primarily following retirement, other than the Company’s
participatory Section 401(k) Profit Sharing Plan, a deferred compensation plan under which the Company currently matches 25% of employee
contributions up to 6% of an eligible employee’s yearly compensation on a discretionary basis, subject to a cap of 1% of the employee’s
compensation. Such compensation is tax deferred under Section 401(k) of the Internal Revenue Code of 1986, as amended (the “Code”).
Further, the Company has no contracts, agreements, plans or arrangements that provide for the payment in the future to any Named Executive
Officer following or in connection with his resignation, termination of employment, or a change in control of the Company. However, outstanding
restricted stock awards and units of the Company’s Common Stock, including those granted to Mr. Nahmad, Mr. Marks and Mr. Lazar,
will accelerate and immediately vest, to the extent not previously vested or forfeited, in the event of the award holder’s death
or Disability (as defined in the restricted stock award or unit agreements). In addition, pursuant to the Company’s Equity Incentive
Plan, such restricted stock awards and units may, in the discretion of the Compensation Committee, accelerate and immediately vest, to
the extent not previously vested or forfeited, upon a Change in Control of the Company (as defined in the Company’s Equity Incentive
Plan). In the event that vesting is accelerated, any unrecognized stock-based compensation expense would be immediately recognized. Had
the restricted stock awards and units held by Mr. Nahmad, Mr. Marks, and Mr. Lazar as of June 30, 2021 vested upon their death or Disability
or upon a Change in Control of the Company, in each case, occurring on June 30, 2021, the value of the accelerated vesting would have
been $25.1 million (based on the closing price of the Company’s Common Stock on the NYSE American on June 30, 2021) and the Company
would have recognized $14.5 million of stock-based compensation.
Director
Compensation
The Compensation Committee, with the input and assistance
of the Company’s Chief Executive Officer, recommends director compensation to the full Board of Directors. The Board of Directors
approves director compensation based on factors it considers to be appropriate, market conditions and trends, and the recommendation of
the Compensation Committee.
The compensation program for the Company’s non-employee
directors is intended to assist the Company in attracting and retaining qualified directors, reward non-employee directors for their service
on the Board and its committees through both equity awards and cash fees, and align the interests of the non-employee directors with those
of stockholders. Pursuant to the program, each non-employee director currently receives annually a grant of $50,000 of restricted stock
units (based on the closing price of the Company’s Common Stock on the date of grant), which generally vest in four equal annual
installments beginning on the first anniversary of the grant date. The restricted stock units are granted under, and subject to, the Company’s
Equity Incentive Plan and related restricted stock unit agreements. In addition, the Company’s compensation program for its non-employee
directors also includes a cash component, pursuant to which (i) each non-employee director currently receives an annual cash fee of $5,000,
(ii) the Chairman of the Audit Committee currently receives an additional annual cash fee of $10,000, (iii) each other member of the Audit
Committee currently receives an additional annual cash fee of $2,500, (iv) the Chairman of the Compensation Committee currently receives
an additional annual cash fee of $5,000, and (v) each other member of the Compensation Committee currently receives an additional annual
cash fee of $3,500.
The Company does not provide any tax gross-ups to
its non-employee directors, all of whom are responsible for their respective tax obligations relating to their compensation for Board
and committee service. Directors are also reimbursed for their reasonable out-of-pocket expenses incurred in connection with performing
their duties. Directors of the Company who are also employees of the Company do not receive compensation for their service as directors,
but are reimbursed for their reasonable out-of-pocket expenses incurred in connection with performing their duties as directors.
Director Compensation
Table – Fiscal 2021
The following table sets forth certain information
regarding the compensation paid to each individual who served as a non-employee director of the Company during fiscal 2021 in consideration
for his service on the Board and its committees during the year.
|
Name
|
|
Fees Earned or
Paid
in Cash
|
|
Stock
Awards(1)
|
|
Option
Awards
|
|
Non-Equity
Incentive
Plan
Compensation
|
|
Change
in Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
|
|
All Other
Compensation
|
|
Total
|
|
David Blyer
|
|
$
|
8,500
|
|
|
$
|
50,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
$
|
58,500
|
|
|
Glen Kruger
|
|
$
|
7,500
|
|
|
$
|
50,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
$
|
57,500
|
|
|
Timothy P. LaMacchia
|
|
$
|
15,000
|
|
|
$
|
50,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
$
|
65,000
|
|
|
Hal M. Lucas
|
|
$
|
10,000
|
|
|
$
|
50,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
$
|
60,000
|
|
|
Alan M. Grunspan(2)
|
|
$
|
3,750
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
$
|
3,750
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Represents the grant date fair value of the restricted stock units granted to each of Messrs. Blyer, Kruger,
LaMacchia and Lucas during December 2020. The restricted stock units granted to each such non-employee director cover a total of 1,494
shares and are scheduled to vest in equal annual installments on the first, second, third and fourth anniversary of the grant date. Assumptions
used in the calculation of the grant date fair value of these restricted stock units are included in in Note 10 to the Company’s
audited consolidated financial statements contained in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30,
2021, as filed with the SEC on September 13, 2021.
|
|
|
(2)
|
Mr. Grunspan’s service as a director of the Company expired at the Company’s 2020 Annual Meeting
of Stockholders held in December 2020.
|
Item
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Security
Ownership of Certain Beneficial Owners and Management
The following table indicates, as of October 20, 2021,
information about the beneficial ownership of the Company’s Common Stock by (i) each director of the Company, (ii) each Named Executive
Officer of the Company, (iii) all directors and executive officers of the Company as of October 20, 2021 as a group and (iv) each person
who the Company knows beneficially owns more than 5% of the Company’s Common Stock outstanding, plus shares deemed outstanding pursuant
to Rule 13d-3(d)(1) under the Exchange Act. All such shares were owned directly with sole voting and investment power unless otherwise
indicated. Except as otherwise indicated, the information provided in the following table was obtained from filings with the SEC and the
Company pursuant to the Exchange Act. For purposes of the following table, in accordance with Rule 13d-3 under the Exchange Act, a person
is deemed to be the beneficial owner of any shares of the Company’s Common Stock which he or she has or shares, directly or indirectly,
voting or investment power, or which he or she has the right to acquire beneficial ownership of at any time within 60 days after October
20, 2021. As used herein, “voting power” is the power to vote, or direct the voting of, shares, and “investment power”
includes the power to dispose of, or direct the disposition of, shares. Except as otherwise indicated, the address of each beneficial
owner named in the table below is c/o EVI Industries, Inc., 4500 Biscayne Blvd., Suite 340, Miami, Florida 33137.
|
Beneficial Owner
|
|
Amount and Nature of
Beneficial
Ownership
|
|
Percent
of Class
|
|
Symmetric Capital LLC
|
|
|
2,838,194
|
|
|
|
21.5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
Symmetric Capital II LLC
|
|
|
1,290,323
|
|
|
|
9.8
|
%
|
|
Henry M. Nahmad
|
|
|
4,988,067
|
(1)
|
|
|
37.8
|
%
|
|
Dennis Mack
2331 Tripaldi Way
Hayward, CA 94545
|
|
|
1,022,495
|
|
|
|
7.7
|
%
|
|
|
|
|
|
|
|
|
|
|
|
Tom Marks
2331 Tripaldi Way
Hayward, CA 94545
|
|
|
1,022,495
|
(2)
|
|
|
7.7
|
%
|
|
David Blyer
|
|
|
4,563(3)
|
|
|
|
*
|
|
|
Glen Kruger
|
|
|
1,835(3)
|
|
|
|
*
|
|
|
Timothy P. LaMacchia
|
|
|
4,250(3)
|
|
|
|
*
|
|
|
Hal M. Lucas
|
|
|
3,063(3)
|
|
|
|
*
|
|
|
Robert H. Lazar
|
|
|
43,515(4)
|
|
|
|
*
|
|
|
Conestoga Capital Advisors, LLC(5)
550 E. Swedesford Rd. Ste 120
Wayne, PA 19087
|
|
|
1,112,792
|
|
|
|
8.4
|
%
|
|
|
|
|
|
|
|
|
|
|
|
Royce & Associates, LP(6)
745 Fifth Avenue
New York, NY 10151
|
|
|
697,191
|
|
|
|
5.3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
All directors and executive officers as of
October 20, 2021 as a group (8 persons)
|
|
|
7,090,283
|
(1)(3)(4)(7)
|
|
|
53.7
|
%
|
* Less than one percent of class.
|
|
(1)
|
Includes (a) the 2,838,194 shares and 1,290,323 shares beneficially owned by Symmetric Capital and Symmetric
Capital II, respectively, all of which Mr. Nahmad may be deemed to have voting and investment power over as a result of his position as
Manager of such entities, and (b) 791,519 shares subject to restricted stock awards granted to Mr. Nahmad which have not yet vested but
as to which Mr. Nahmad has voting power. Mr. Nahmad does not have investment power over any such restricted shares.
|
|
|
(2)
|
Shares are beneficially owned by Mr. Marks indirectly through a family trust and trusts for the benefit of
his children.
|
|
|
(3)
|
Includes, for each director, 854 shares which are covered by restricted stock units granted to such director
that are scheduled to vest within 60 days after October 20, 2021. Also includes, for each of Mr. Blyer and Mr. Lucas, 685 shares, and
for Mr. LaMacchia, 1,071 shares, in each case, subject to restricted stock awards previously granted to such director which have not yet
vested but as to which such director has voting power. No director has investment power over any such restricted shares.
|
|
|
(4)
|
Represents shares subject to restricted stock awards previously granted to Mr. Lazar which have not yet vested
but as to which Mr. Lazar has voting power. Mr. Lazar does not have investment power over any such restricted shares.
|
|
|
(5)
|
The address and share ownership information is based on the Schedule 13G/A filed by Conestoga Capital Advisors
with the SEC on January 6, 2021. Conestoga Capital Advisors disclosed in such Schedule 13G/A that it has sole voting power over 1,056,212
of such shares and sole dispositive power over all 1,112,792 of the shares.
|
|
|
(6)
|
The address and share ownership information is based on the Schedule 13G filed by Royce & Associates with
the SEC on January 21, 2021. Royce & Associates disclosed in such Schedule 13G that it has sole voting and dispositive power over
all 697,191 of the shares.
|
|
|
(7)
|
In addition to the shares beneficially owned by the Company’s directors and executive officers as listed
in this table, the Company’s Board of Directors also has the power to direct the voting of an additional 1,520,820 shares of the
Company’s Common Stock pursuant to stockholders agreements entered into in connection with business acquisitions previously effected
by the Company. Including these shares, the Company’s directors and executive offices, and the Company’s Board of Directors,
collectively have voting power over shares representing approximately 65.2% of the total voting power of the Company.
|
Equity
Compensation Plan Information
Information required by Item 12 of Form 10-K with
respect to the Company equity compensation plans is set forth under Item 12 of Part III of the Company’s Annual Report on Form 10-K
for the fiscal year ended June 30, 2021, as filed with the SEC on September 13, 2021.
Item 13.
Certain Relationships and Related Transactions, and Director Independence.
Certain
Relationships and Related Transactions
Controlled
Company
The Company’s executive officers and directors,
including the Company’s Board of Directors pursuant to stockholders agreements entered into in connection with business acquisitions
previously effected by the Company, may be deemed beneficially own and have the power to vote a total of 8,611,103 shares of the Company’s
Common Stock, which represents approximately 65.2% of the total voting power of the Company. Included in these shares are a total of 4,988,067
shares which Henry M. Nahmad, the Company’s Chairman, Chief Executive Officer and President, beneficially owns and has the power
to vote, which includes (i) shares held directly by Mr. Nahmad, (ii) shares held by Symmetric Capital and Symmetric Capital II, which
Mr. Nahmad, as the Manager of each such entity, has the power to vote, and (iii) restricted shares previously granted to Mr. Nahmad which
he has the power to vote. Accordingly, the Company’s management, including Mr. Nahmad and the Company’s Board of Directors,
collectively have the voting power to control the election of the Company’s directors and any other matter requiring the affirmative
vote or consent of a majority of the outstanding shares of the Company’s Common Stock.
Related Person Transactions
Certain of the Company’s subsidiaries lease
or have leased warehouse and office space from one or more of the principals or former principals of the Company or its subsidiaries.
These leases include the following:
The Company’s wholly-owned subsidiary, Steiner-Atlantic,
leased 28,000 square feet of warehouse and office space from an affiliate of Michael S. Steiner, President of Steiner-Atlantic and a former
director and officer of the Company, pursuant to a lease agreement dated November 1, 2014, as amended. The lease term was extended during
January 2020 to run through October 31, 2020, on which date the lease expired. Monthly base rental payments under the lease were $12,000.
In addition to base rent, Steiner-Atlantic was responsible under the lease for costs related to real estate taxes, utilities, maintenance,
repairs and insurance. Payments under this lease totaled approximately $25,000 and $148,000 during fiscal 2021 and 2020, respectively.
On October 10, 2016, the Company’s wholly-owned
subsidiary, Western State Design, entered into a lease agreement pursuant to which it leases 17,600 square feet of warehouse and office
space from an affiliate of Dennis Mack, a director and Executive Vice President, Corporate Strategy of the Company, and Tom Marks, Executive
Vice President, Business Development and President of the West Region of the Company. The lease had an initial term of five years and
provides for two successive three-year renewal terms at the option of the Company. Monthly base rental payments were $12,000 during the
initial term of the lease. During September 2021, the Company exercised its option to renew the lease for the first three-year renewal
term. Base rent for the first renewal term is $19,000 per month. In addition to base rent, Western State Design is responsible under the
lease for costs related to real estate taxes, utilities, maintenance, repairs and insurance. Payments under this lease totaled approximately
$144,000 during each of fiscal 2021 and 2020.
On October 31, 2017, the Company’s wholly-owned
subsidiary, Tri-State Technical Services, entered into lease agreements pursuant to which it leases a total of 81,000 square feet of warehouse
and office space from an affiliate of Matt Stephenson, President of Tri-State. Monthly base rental payments total $21,000 during the initial
terms of the leases. In addition to base rent, Tri-State is responsible under the leases for costs related to real estate taxes, utilities,
maintenance, repairs and insurance. Each lease has an initial term of five years and provides for two successive three-year renewal terms
at the option of the Company. Payments under these leases totaled approximately $252,000 during each of fiscal 2021 and 2020.
On February 9, 2018, the Company’s wholly-owned
subsidiary, AAdvantage Laundry Systems, entered into a lease agreement pursuant to which it leases a total of 5,000 square feet of warehouse
and office space from an affiliate of Mike Zuffinetti, former Chief Executive Officer of AAdvantage. Monthly base rental payments are
$3,950 during the initial term of the lease. On November 1, 2018, AAdvantage entered into a separate lease agreement pursuant to which
it leases warehouse and office space from an affiliate of Mike Zuffinetti. Monthly base rental payments were $26,000 initially. Pursuant
to the lease agreement, on January 1, 2019, this lease expanded to cover additional warehouse space and, in connection therewith, monthly
base rental payments increased to $36,000. In addition to base rent under these leases, AAdvantage is responsible under the leases for
costs related to real estate taxes, utilities, maintenance, repairs and insurance. Each lease has an initial term of five years and provides
for two successive three-year renewal terms at the option of the Company. Payments under these leases totaled approximately $481,000 during
each of fiscal 2021 and 2020.
On September 12, 2018, the Company’s wholly-owned
subsidiary, Scott Equipment, entered into lease agreements pursuant to which it leases a total of 18,000 square feet of warehouse and
office space from an affiliate of Scott Martin, former President of Scott Equipment. Monthly base rental payments total $11,000 during
the initial terms of the leases. In addition to base rent, Scott Equipment is responsible under the leases for costs related to real estate
taxes, utilities, maintenance, repairs and insurance. Each lease has an initial term of five years and provides for two successive three-year
renewal terms at the option of the Company. Payments under these leases totaled approximately $137,000 during each of fiscal 2021 and
2020.
On February 5, 2019, the Company’s wholly-owned
subsidiary, PAC Industries, entered into two lease agreements pursuant to which it leases a total of 29,500 square feet of warehouse and
office space from an affiliate of Frank Costabile, former President of PAC Industries, and Rocco Costabile, former Director of Finance
of PAC Industries. Monthly base rental payments total $14,600 during the initial terms of the leases. In addition to base rent, PAC Industries
is responsible under the leases for costs related to real estate taxes, utilities, maintenance, repairs and insurance. Each lease has
an initial term of four years and provides for two successive three-year renewal terms at the option of the Company. Payments under these
leases totaled approximately $180,000 and $176,000 during fiscal 2021 and 2020, respectively.
On November 3, 2020, the Company’s wholly-owned
subsidiary, Yankee Equipment Systems, entered into a lease agreement pursuant to which it leases a total of 12,500 square feet of warehouse
and office space from an affiliate of Peter Limoncelli, President of Yankee Equipment Systems. Monthly base rental payments total $11,000
during the initial term of the lease. In addition to base rent, Yankee Equipment Systems is responsible under the lease for costs related
to real estate taxes, utilities, maintenance, repairs and insurance. The lease has an initial term of three years and provides for three
successive three-year renewal terms at the option of the Company. Payments under this lease totaled approximately $92,000 during fiscal
2021.
Director
Independence
The Company’s Board of Directors has determined
that David Blyer, Glen Kruger, Timothy P. LaMacchia and Hal M. Lucas, who together comprise a majority of the Board of Directors, are
independent. For purposes of making its independence determinations, the Board of Directors used the definition of independence set forth
in the rules of the NYSE American.
Item 14. Principal Accounting
Fees and Services.
The following table sets
forth the fees billed to the Company by BDO USA, LLP (“BDO”), the Company’s independent registered public accounting
firm for the fiscal years ended June 30, 2021 and 2020.
|
|
|
For the fiscal year ended
June 30,
|
|
|
|
2021
|
|
2020
|
|
Audit Fees
|
|
$
|
652,000
|
|
|
$
|
520,000
|
|
|
Audit-Related Fees
|
|
|
—
|
|
|
|
—
|
|
|
Tax Fees
|
|
|
238,800
|
|
|
|
197,500
|
|
|
All Other Fees
|
|
|
—
|
|
|
|
—
|
|
|
Total Fees
|
|
$
|
890,800
|
|
|
$
|
717,500
|
|
Audit Fees. Audit fees were for the audits
of the Company’s annual consolidated financial statements for fiscal 2021 and 2020 included in the Company’s Annual Reports
on Form 10-K for those fiscal years, reviews of the Company’s quarterly financial statements included in the Company’s Quarterly
Reports on Form 10-Q during such fiscal years, and out of pocket expenses. The audit fees for each fiscal year also include fees related
to the auditor attestation of management’s report on internal control over financial reporting included in the Company’s Annual
Report on Form 10-K for such fiscal year.
Tax Fees. Tax fees were for services
related to tax return preparation and tax advice.
All Other Fees. No fees other than
audit fees and tax fees were paid by the Company to BDO for fiscal 2021 or 2020.
In connection with the standards for independence
of a company’s independent registered public accounting firm, the Audit Committee considered whether the provision of non-audit
services by BDO was compatible with maintaining the independence of such firm in the conduct of its auditing functions.
It is the policy of the Audit Committee that all audit,
audit-related, tax and other permissible non-audit services provided by the Company’s independent registered public accounting firm
be pre-approved by the Audit Committee. It is expected that pre-approval will be for periods up to one year and be set forth in an engagement
letter approved by the Audit Committee that applies to the particular services or category of services to be provided and subject to a
specific budget. The policy also requires additional approval of any engagements that were previously approved but are anticipated to
exceed the pre-approved fee budget level. The policy permits the Chairman of the Audit Committee to pre-approve services by the Company’s
independent registered public accounting firm where the Company deems it necessary or advisable that such services commence prior to the
next regularly scheduled meeting of the Audit Committee, provided that the Chairman of the Audit Committee is required to report to the
full Audit Committee on any pre-approval determinations made in this manner at the next Audit Committee meeting. All of the services performed
by the Company’s independent registered public accounting firm during fiscal 2021 and 2020 were pre-approved by the Audit Committee.
The Audit Committee has selected BDO to act as the
Company’s independent registered public accounting firm for the fiscal year ending June 30, 2022. However, the Audit Committee has
the right to select different auditors if it deems a change to be in the Company’s best interests.