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, 2021

	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 – 12,258,173 shares outstanding as of May 3, 2021.



PART I – FINANCIAL INFORMATION
Item 1.Financial Statements		3
Condensed Consolidated Statements of Operations (Unaudited) for the nine and three months ended March 31, 2021 and 2020	3
Condensed Consolidated Balance Sheets at March 31, 2021 (Unaudited) and June 30, 2020	4
Condensed Consolidated Statements of Shareholders’ Equity (Unaudited) for the nine and three months ended March 31, 2021 and 2020	6
Condensed Consolidated Statements of Cash Flows (Unaudited) for the nine months ended March 31, 2021 and 2020	8
Notes to Condensed Consolidated Financial Statements (Unaudited)	10
Item 2.Management's Discussion and Analysis of Financial Condition and Results of Operations	25
Item 3.Quantitative and Qualitative Disclosures About Market Risk	34
Item 4.Controls and Procedures	35
PART II – OTHER INFORMATION
Item 1.Legal Proceedings	36
Item 1A.Risk Factors	36
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds	36
Item 6.Exhibits	37
Signatures	38

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,
	2021			2020			2021		2020

Revenues	$	177,456		$	181,379		$	62,413	$	59,041
Cost of sales		133,989			139,640			46,659		45,211
Gross profit		43,467			41,739			15,754		13,830
Selling, general and administrative expenses		41,330			39,302			15,025		13,479
Operating income		2,137			2,437			729		351
Interest and other (expense) income, net (Note 6)		(122	)		(1,198	)		197		(343	)
Income before income taxes		2,015			1,239			926		8
Provision for income taxes		411			408			301		20

Net income (loss)	$	1,604		$	831		$	625	$	(12	)

Net earnings (loss) per share – basic	$	0.12		$	0.06		$	0.05	$	(0.00	)

Net earnings (loss) per share – diluted	$	0.12		$	0.06		$	0.04	$	(0.00	)

See Notes to Condensed Consolidated Financial Statements

Index

EVI Industries, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(In thousands)

ASSETS
	March 31, 2021 (Unaudited)		June 30, 2020
Current assets
Cash	$	2,919	$	9,789
Accounts receivable, net of allowance for doubtful accounts of $984 and $820, respectively		21,797		23,042
Inventories, net		26,725		24,063
Vendor deposits		2,735		1,276
Contract assets		12,316		3,443
Other current assets		4,865		3,041
Total current assets		71,357		64,654

Equipment and improvements, net		10,430		7,992
Operating lease assets		7,432		5,311
Intangible assets, net		24,165		21,754
Goodwill		63,772		56,678
Other assets		6,978		4,329

Total assets	$	184,134	$	160,718

See Notes to Condensed Consolidated Financial Statements

Index

EVI Industries, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(In thousands, except share data)

LIABILITIES AND SHAREHOLDERS' EQUITY
	March 31, 2021 (Unaudited)			June 30, 2020
Current liabilities
Accounts payable and accrued expenses	$	30,385		$	24,292
Accrued employee expenses		6,012			4,764
Customer deposits		11,115			8,511
Contract liabilities		2,675			558
Current portion of long-term debt		2,680			2,680
Current portion of operating lease liabilities		2,091			1,672
Total current liabilities		54,958			42,477


Deferred tax liabilities, net		3,601			1,728
Long-term operating lease liabilities		5,971			3,657
Long-term debt, net		20,071			25,030

Total liabilities		84,601			72,892

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; 12,371,415 shares issued at March 31, 2021 and 12,029,910 shares issued at June 30, 2020, including shares held in treasury		309			301
Additional paid-in capital		89,851			79,127
Retained earnings		12,014			10,410
Treasury stock, 113,242 shares at March 31, 2021 and 95,396 shares at June 30, 2020, at cost		(2,641	)		(2,012	)
Total shareholders’ equity		99,533			87,826
Total liabilities and shareholders’ equity	$	184,134		$	160,718

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	$	87,826

Share repurchases			-		-		-		17,846		(629	)		-		(629	)

Vesting of restricted shares			51,701		1		(1)		-		-			-		-

Issuances of shares under employee stock purchase plan			693		-		21		-		-			-		21

Issuances of shares in connection with acquisitions			289,111		7		8,870		-		-			-		8,877

Stock compensation			-		-		1,834		-		-			-		1,834

Net income			-		-		-		-		-			1,604		1,604
Balance at March 31, 2021			12,371,415	$	309	$	89,851		113,242	$	(2,641	)	$	12,014	$	99,533

	Three months ended March 31, 2021


						Additional
		Common Stock				Paid-in		Treasury Stock					Retained
		Shares		Amount		Capital		Shares		Cost			Earnings		Total
Balance at December 31, 2020			12,340,591	$	309	$	88,855		105,635	$	(2,358	)	$	11,389	$	98,195

Share repurchases			-		-		-		7,607		(283	)		-		(283	)

Vesting of restricted shares			20,098		-		-		-		-			-		-

SEC Form 10-Q filed by EVI Industries, Inc.