EVI INDUSTRIES, INC.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022

	OR

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to

	Commission file number 001-14757

EVI Industries, Inc.

(Exact name of registrant as specified in its charter)

	Delaware	11-2014231
	(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

4500 Biscayne Blvd., Suite 340, Miami, FL 33137
(Address of principal executive offices)

(305) 402-9300
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $.025 par value	EVI	NYSE American

Not Applicable
(Former name, former address and former fiscal year, if changed since last report)

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.

Yes ☒ No ☐

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 such files). Yes ☒ No ☐

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.

Large accelerated filer ☐ Accelerated filer ☒ Non-accelerated filer ☐ Smaller reporting company ☒

Emerging growth company ☐

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 is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: Common Stock, $.025 par value per share – 12,515,944 shares outstanding as of May 4, 2022.



PART I – FINANCIAL INFORMATION
Item 1.Financial Statements		3
Condensed Consolidated Statements of Operations (Unaudited) for the nine and three months ended March 31, 2022 and 2021	3
Condensed Consolidated Balance Sheets at March 31, 2022 (Unaudited) and June 30, 2021	4
Condensed Consolidated Statements of Shareholders’ Equity (Unaudited) for the nine and three months ended March 31, 2022 and 2021	6
Condensed Consolidated Statements of Cash Flows (Unaudited) for the nine months ended March 31, 2022 and 2021	8
Notes to Condensed Consolidated Financial Statements (Unaudited)	10
Item 2.Management's Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3.Quantitative and Qualitative Disclosures About Market Risk	31
Item 4.Controls and Procedures	32
PART II – OTHER INFORMATION
Item 1.Legal Proceedings	33
Item 1A.Risk Factors	33
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds	33
Item 5.Other Information	33
Item 6.Exhibits	35
Signatures	36

Index

PART I—FINANCIAL INFORMATION

Item 1.Financial Statements.

EVI Industries, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(In thousands, except per share data) (Unaudited)

	For the nine months ended March 31,						For the three months ended March 31,
	2022			2021			2022			2021

Revenues	$	184,485		$	177,456		$	60,042		$	62,413
Cost of sales		132,977			133,989			42,980			46,659
Gross profit		51,508			43,467			17,062			15,754
Selling, general and administrative expenses		47,680			41,330			16,874			15,025
Operating income		3,828			2,137			188			729
Interest and other (expense) income, net		(390	)		(122	)		(125	)		197
Income before income taxes		3,438			2,015			63			926
Provision for income taxes		851			411			23			301

Net income	$	2,587		$	1,604		$	40		$	625

Net earnings per share – basic	$	0.19		$	0.12		$	0.00		$	0.05

Net earnings per share – diluted	$	0.18		$	0.12		$	0.00		$	0.04

See Notes to Condensed Consolidated Financial Statements

Index

EVI Industries, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(In thousands)

ASSETS
	March 31, 2022 (Unaudited)		June 30, 2021
Current assets
Cash	$	5,604	$	6,057
Accounts receivable, net of allowance for doubtful accounts of $1.1 million and $1.0 million, respectively		33,124		28,904
Inventories, net		40,781		25,129
Vendor deposits		2,022		367
Contract assets		357		347
Other current assets		6,953		4,419
Total current assets		88,841		65,223

Equipment and improvements, net		12,140		10,594
Operating lease assets		7,466		7,060
Intangible assets, net		23,943		23,677
Goodwill		65,861		63,881
Other assets		6,930		7,415

Total assets	$	205,181	$	177,850

See Notes to Condensed Consolidated Financial Statements

Index

EVI Industries, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(In thousands, except share and per share data)

LIABILITIES AND SHAREHOLDERS' EQUITY
	March 31, 2022 (Unaudited)			June 30, 2021
Current liabilities
Accounts payable and accrued expenses	$	26,346		$	26,227
Accrued employee expenses		6,420			7,528
Customer deposits		21,114			10,344
Contract liabilities		20			3,232
Current portion of operating lease liabilities		2,458			2,131
Total current liabilities		56,358			49,462


Deferred tax liabilities, net		4,157			4,208
Long-term operating lease liabilities		5,784			5,567
Long-term debt, net		23,914			11,873

Total liabilities		90,213			71,110

Commitments and contingencies (Note 12)

Shareholders’ equity
Preferred stock, $1.00 par value; authorized shares – 200,000; none issued and outstanding		-			-
Common stock, $.025 par value; authorized shares – 20,000,000; 12,609,354 shares issued at March 31, 2022 and 12,399,137 shares issued at June 30, 2021, including shares held in treasury		315			310
Additional paid-in capital		96,342			90,501
Treasury stock, 127,801 shares at March 31, 2022 and 120,706 shares at June 30, 2021, at cost		(3,070	)		(2,865	)
Retained earnings		21,381			18,794
Total shareholders’ equity		114,968			106,740
Total liabilities and shareholders’ equity	$	205,181		$	177,850

See Notes to Condensed Consolidated Financial Statements

Index

EVI Industries, Inc. and Subsidiaries

Condensed Consolidated Statements of Shareholders’ Equity

(In thousands, except share data) (Unaudited)

	Nine months ended March 31, 2022
					Additional
	Common Stock				Paid-in			Treasury Stock					Retained
	Shares		Amount		Capital			Shares		Cost			Earnings		Total
Balance at June 30, 2021		12,399,137	$	310	$	90,501			120,706	$	(2,865	)	$	18,794	$	106,740

Share repurchases		-		-		-			7,095		(205	)		-		(205	)

Vesting of restricted shares		20,835		1		(1	)		-		-			-		-

Issuances of shares under employee stock plan		2,008		-		59			-		-			-		59

Issuances of shares in connection with acquisitions		179,087		4		3,836			-		-			-		3,840

Stock compensation		8,287		-		1,947			-		-			-		1,947

Net income		-		-		-			-		-			2,587		2,587
Balance at March 31, 2022		12,609,354	$	315	$	96,342			127,801	$	(3,070	)	$	21,381	$	114,968

	Three months ended March 31, 2022
					Additional
	Common Stock				Paid-in			Treasury Stock					Retained
	Shares		Amount		Capital			Shares		Cost			Earnings		Total
Balance at December 31, 2021		12,418,075	$	310	$	91,880			124,706	$	(3,007	)	$	21,341	$	110,524

Share repurchases		-		-		-			3,095		(63	)		-		(63	)

Vesting of restricted shares		12,192		1		(1	)		-		-			-		-

Issuances of shares in connection with acquisitions		179,087		4		3,836			-		-			-		3,840

Stock compensation		-		-		627			-		-			-		627

Net income		-		-		-			-		-			40		40
Balance at March 31, 2022		12,609,354	$	315	$	96,342			127,801	$	(3,070	)	$	21,381	$	114,968

See Notes to Condensed Consolidated Financial Statements

Index

EVI Industries, Inc. and Subsidiaries

Condensed Consolidated Statements of Shareholders’ Equity

(In thousands, except share data) (Unaudited)

	Nine months ended March 31, 2021
						Additional
		Common Stock				Paid-in		Treasury Stock					Retained
		Shares		Amount		Capital		Shares		Cost			Earnings		Total
Balance at June 30, 2020			12,029,910	$	301	$	79,127		95,396	$	(2,012	)	$	10,410

SEC Form 10-Q filed by EVI Industries Inc.