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 ~~December~~March 31, ~~2025~~2026

☐	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	(I.R.S. Employer
incorporation or organization)	Identification No.)

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

(305) 402-9300

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

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

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,~~862~~869,~~149~~113 shares outstanding as of ~~February~~ May 46, 2026.

Table of Contents

PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements
	Condensed Consolidated Statements of Operations (Unaudited) for the six and three months ended December 31, 2025 and 2024	3
	Condensed Consolidated Statements of Operations (Unaudited) for the nine and three months ended March 31, 2026 and 2025	3
	Condensed Consolidated Balance Sheets at December 31, 2025 (Unaudited) and June 30, 2025	4
	Condensed Consolidated Balance Sheets at March 31, 2026 (Unaudited) and June 30, 2025	4
	Condensed Consolidated Statements of Shareholders’ Equity (Unaudited) for the six and three months ended December 31, 2025 and 2024	6
	Condensed Consolidated Statements of Shareholders’ Equity (Unaudited) for the nine and three months ended March 31, 2026 and 2025	6
	Condensed Consolidated Statements of Cash Flows (Unaudited) for the six months ended December 31, 2025 and 2024	8
	Condensed Consolidated Statements of Cash Flows (Unaudited) for the nine months ended March 31, 2026 and 2025	8
	Notes to Condensed Consolidated Financial Statements (Unaudited)	10
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	30
Item 4.	Controls and Procedures	31
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	31
Item 1A.	Risk Factors	32
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	32
Item 5.	Other Information	32
Item 6.	Exhibits	33
Signatures		34

Table of Contents

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 six months ended

For the three months ended

For the nine months ended

For the three months ended

December 31,

March 31,

2025

2024

2025

2024

2026

2025

2026

2025

Revenues

~~223~~324,~~563~~697

~~186~~279,~~336~~874

~~115~~101,~~294~~134

9293,~~711~~538

Cost of sales

~~154~~222,~~141~~454

~~129~~195,~~959~~442

7968,~~764~~313

65,~~189~~483

Gross profit

69102,~~422~~243

5684,~~377~~432

3532,~~530~~821

2728,~~522~~055

Selling, general and administrative expenses

6192,~~611~~173

4874,~~998~~778

3130,~~281~~562

25,~~132~~780

Operating income

710,~~811~~070

79,~~379~~654

42,~~249~~259

2,~~390~~275

Interest expense, net

12,~~999~~958

1,~~152~~717

~~1,083~~959

~~670~~565

Income before income taxes

57,~~812~~112

67,~~227~~937

31,~~166~~300

1,~~720~~710

Provision for income taxes

12,~~595~~142

12,~~867~~536

~~796~~547

~~591~~669

Net income

4,~~217~~970

45,~~360~~401

~~2,370~~753

1,~~129~~041

Net earnings per share – basic

0.2833

0.2936

0.1605

0.0807

Net earnings per share – diluted

0.2631

0.2935

0.1505

0.07

See Notes to Condensed Consolidated Financial Statements

Table of Contents

EVI Industries, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(In thousands, except as otherwise noted)

	December 31,
	March 31,
	2025		June 30,
	2026		June 30,
	(Unaudited)		2025
ASSETS
Current assets
Cash	$	4,~~250~~316	$	8,852
Accounts receivable, net of allowance for expected credit losses of $3.3 million and $3.1 million, respectively		56,~~839~~022		60,494
Inventories, net		7880,~~038~~209		66,059
Vendor deposits		1,~~841~~635		1,396
Contract assets		84		289
Other current assets		11,~~940~~002		8,346
Total current assets		~~152~~153,~~916~~188		145,436
Equipment and improvements, net		1819,~~995~~532		17,772
Operating lease assets		11,768		10,751
Operating lease right of use assets		11,572		10,751
Intangible assets, net		29,~~316~~660		30,875
Goodwill		9293,~~226~~931		91,667
Other assets		10,~~413~~348		10,527
Total assets	$	~~315~~318,~~634~~231	$	307,028

See Notes to Condensed Consolidated Financial Statements

Table of Contents

EVI Industries, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(In thousands, except share and per share data)

	December 31,
	March 31,
	2025			June 30,
	2026			June 30,
	(Unaudited)			2025
LIABILITIES AND
SHAREHOLDERS’ EQUITY
Current liabilities
Accounts payable and accrued expenses	$	5452,~~416~~004		$	50,963
Accrued employee expenses		1315,~~994~~293			15,398
Customer deposits		21,~~456~~221			24,316
Contract liabilities		3,028			408
Current portion of operating lease liabilities		3,~~889~~925			3,778
Total current liabilities		9695,~~783~~471			94,863
Deferred tax liabilities, net		7,~~547~~683			7,691
Long-term operating lease liabilities		9,~~335~~080			7,997
Long-term debt		5860,000			53,000
Total liabilities		~~171~~172,~~665~~234			163,551
Commitments and contingencies (Note 11)
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; 13,134,191 shares issued at December 31, 2025 and 12,983,872 shares issued at June 30, 2025, including shares held in treasury		328			325
Common stock, $.025 par value; authorized shares - 20,000,000; 13,140,983 shares issued at March 31, 2026 and 12,983,872 shares issued at June 30, 2025, including shares held in treasury		328			325
Additional paid-in capital		~~113~~115,~~944~~264			111,219
Treasury stock, 272,569 shares at December 31, 2025 and 221,879 shares at June 30, 2025, at cost		(6,625	)		(5,155	)
Treasury stock, 274,584 shares at March 31, 2026 and 221,879 shares at June 30, 2025, at cost		(6,670	)		(5,155	)
Retained earnings		3637,~~322~~075			37,088
Total shareholders’ equity		~~143~~145,~~969~~997			143,477
Total liabilities and shareholders’ equity	$	~~315~~318,~~634~~231		$	307,028

See Notes to Condensed Consolidated Financial Statements

Table of Contents

EVI Industries, Inc. and Subsidiaries

Condensed Consolidated Statements of Shareholders’ Equity

(In thousands, except share data) (Unaudited)

	Six months ended December 31, 2025
	Nine months ended March 31, 2026
					Additional
	Common Stock				Paid-in			Treasury Stock					Retained
	Shares		Amount		Capital			Shares		Cost			Earnings			Total
Balance at June 30, 2025		12,983,872	$	325	$	111,219			221,879	$	(5,155	)	$	37,088		$	143,477
Share repurchases		—		—		—			5052,~~690~~705		(1,~~470~~515	)		—			(1,~~470~~515	)
Vesting of restricted shares		~~146~~153,~~662~~454		3		(3	)		—		—			—			—
Issuance of shares under employee stock purchase plan		3,657		—		85			—		—			—			85
Stock compensation		—		—		23,~~643~~963			—		—			—			23,~~643~~963
Amount of dividends paid ($0.33 per share)		—		—		—			—		—			(4,983	)		(4,983	)
Net income		—		—		—			—		—			4,~~217~~970			4,~~217~~970
Balance at December 31, 2025		13,134,191	$	328	$	113,944			272,569	$	(6,625	)	$	36,322		$	143,969
Balance at March 31, 2026		13,140,983	$	328	$	115,264			274,584	$	(6,670	)	$	37,075		$	145,997

	Three months ended December 31, 2025
	Three months ended March 31, 2026
					Additional
	Common Stock				Paid-in			Treasury Stock					Retained
	Shares		Amount		Capital			Shares		Cost			Earnings		Total
Balance at September 30, 2025		13,056,903	$	326	$	112,459			249,245	$	(5,971	)	$	33,952	$	140,766
Share repurchases		—		—		—			23,324		(654	)		—		(654	)
Vesting of restricted shares		73,631		2		(2	)		—		—			—		—
Issuance of shares under employee stock purchase plan		3,657		—		85			—		—			—		85
Stock compensation		—		—		1,402			—		—			—		1,402
Net income		—		—		—			—		—			2,370		2,370
Balance at December 31, 2025		13,134,191	$	328	$	113,944			272,569	$	(6,625	)	$	36,322	$	143,969
Share repurchases		—		—		—			2,015		(45	)		—		(45	)
Vesting of restricted shares		6,792		—		—			—		—			—		—
Stock compensation		—		—		1,320			—		—			—		1,320
Net income		—		—		—			—		—			753		753
Balance at March 31, 2026		13,140,983	$	328	$	115,264			274,584	$	(6,670	)	$	37,075	$	145,997

See Notes to Condensed Consolidated Financial Statements

Table of Contents

EVI Industries, Inc. and Subsidiaries

Condensed Consolidated Statements of Shareholders’ Equity

(In thousands, except share data) (Unaudited)

	Six months ended December 31, 2024
	Nine months ended March 31, 2025
					Additional
	Common Stock				Paid-in			Treasury Stock					Retained
	Shares		Amount		Capital			Shares		Cost			Earnings			Total
Balance at June 30, 2024		12,868,709	$	322	$	106,540			184,672	$	(4,439	)	$	34,183		$	136,606
Share repurchases		—		—		—			35,~~233~~708		(~~683~~691	)		—			(~~683~~691	)
Vesting of restricted shares		~~102~~104,~~462~~019		2		(2	)		—		—			—			—
Issuance of shares under employee stock purchase plan		3,645		—		56			—		—			—			56
Stock compensation		—		—		3,428			—		—			—			3,428
Amount of dividends paid ($0.31 per share)		—		—		—			—		—			(4,593	)		(4,593	)
Stock compensation		—		—		2,263			—		—			—			2,263
Net income		—		—		—			—		—			5,401			5,401
Net income		—		—		—			—		—			4,360			4,360
Balance at March 31, 2025		12,976,373	$	324	$	110,022			220,380	$	(5,130	)	$	34,991		$	140,207
Balance at December 31, 2024		12,974,816	$	324	$	108,857			219,905	$	(5,122	)	$	33,950		$	138,009

	Three months ended December 31, 2024
	Three months ended March 31, 2025
					Additional
	Common Stock				Paid-in			Treasury Stock					Retained
	Shares		Amount		Capital			Shares		Cost			Earnings		Total
Balance at September 30, 2024		12,903,061	$	323	$	107,606			197,624	$	(4,693	)	$	32,821	$	136,057
Share repurchases		—		—		—			22,281		(429	)		—		(429	)
Vesting of restricted shares		68,110		1		(1	)		—		—			—		—
Issuance of shares under employee stock purchase plan		3,645		—		56			—		—			—		56
Stock compensation		—		—		1,196			—		—			—		1,196
Net income		—		—		—			—		—			1,129		1,129
Balance at December 31, 2024		12,974,816	$	324	$	108,857			219,905	$	(5,122	)	$	33,950	$	138,009
Share repurchases		—		—		—			475		(8	)		—		(8	)
Vesting of restricted shares		1,557		—		—			—		—			—		—
Stock compensation		—		—		1,165			—		—			—		1,165
Net income		—		—		—			—		—			1,041		1,041
Balance at March 31, 2025		12,976,373	$	324	$	110,022			220,380	$	(5,130	)	$	34,991	$	140,207

See Notes to Condensed Consolidated Financial Statements

Table of Contents

EVI Industries, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(In thousands) (Unaudited)

	For the six months ended
	For the nine months ended
	December 31,			December 31,
	March 31,			March 31,
	2025			2024
	2026			2025
Operating activities:
Net income	$	4,~~217~~970		$	45,~~360~~401
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		35,~~962~~990			34,~~107~~734
Amortization of debt discount		—			1754
Provision for expected credit losses		~~550~~873			~~602~~733
Non-cash lease expense		(2841	)		~~(18~~75	)
Stock compensation		23,~~643~~963			23,~~263~~428
Inventory reserve		~~600~~492			~~647~~864
(Benefit) provision for deferred income taxes		(~~144~~8	)		3957
Other		2524			(~~104~~105	)
(Increase) decrease in operating assets:
Accounts receivable		34,~~105~~084			(58,~~952~~549	)
Inventories		(1214,~~572~~380	)		~~(518~~941	)
Vendor deposits		(~~436~~230	)		(1,~~178~~100	)
Contract assets		~~281~~285			~~244~~1,089
Other assets		(21,~~040~~047	)		(21,~~100~~189	)
Increase (decrease) in operating liabilities:
Accounts payable and accrued expenses		62,~~542~~967			(74,172	)
Accrued employee expenses		(~~1,404~~105	)		~~(591~~463	)
Customer deposits		(23,~~860~~211	)		~~1,365~~257
Contract liabilities		2,620			—
Net cash provided by operating activities		57,~~061~~246			211,~~176~~325
Investing activities:
Capital expenditures		(35,~~626~~267	)		(23,~~124~~162	)
Cash paid for acquisitions, net of cash acquired		(47,~~669~~102	)		(1012,~~485~~580	)
Net cash used by investing activities		(812,~~295~~369	)		(1215,~~609~~742	)
Financing activities:
Dividends paid		(4,983	)		(4,593	)
Proceeds from long-term debt		5273,000			4554,000
Debt repayments		(4766,000	)		(3043,000	)
Repurchases of common stock in satisfaction of employee tax withholding obligations		(1,~~470~~515	)		(~~683~~691	)
Issuances of common stock under employee stock purchase plan		85			56
Net cash (used) provided by financing activities		(1,368	)		9,780
Net cash provided by financing activities		587			5,772
Net decrease in cash		(4,602	)		(653	)
Net (decrease) increase in cash		(4,536	)		1,355
Cash at beginning of period		8,852			4,558
Cash at end of period	$	4,~~250~~316		$	35,~~905~~913

See Notes to Condensed Consolidated Financial Statements

Table of Contents

EVI Industries, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(In thousands) (Unaudited)

	For the six months ended
	For the nine months ended
	December 31,		December 31,
	March 31,		March 31,
	2025		2024
	2026		2025
Supplemental disclosures of cash flow information:
Cash paid during the period for interest	$	2,~~074~~961	$	1,~~017~~677
Cash paid during the period for income taxes	$	13,~~590~~526	$	12,~~090~~674
Supplemental disclosures of non-cash investing information:
Amounts owed to sellers in connection with acquisitions	$	756	$	—

See Notes to Condensed Consolidated Financial Statements

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EVI Industries, Inc. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~December~~March 31, ~~2025~~2026

(Unaudited)

Note (1) – General: The accompanying unaudited condensed consolidated financial statements include the accounts of EVI Industries, Inc. and its subsidiaries (the “Company”). All material intercompany balances and transactions have been eliminated in consolidation.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial statements and the instructions to Form 10-Q and Article 10 of Regulation S-X related to interim period financial statements. Accordingly, the accompanying unaudited condensed consolidated financial statements do not include certain information and footnotes required by GAAP for complete financial statements. However, in management’s opinion, the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting only of normal recurring accruals and adjustments) which are necessary in order to state fairly the Company’s results of operations, financial position, shareholders’ equity and cash flows as of and for the periods presented. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year or any other future period. The unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and related notes, including the Summary of Significant Accounting Policies, included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2025. The June 30, 2025 balance sheet information contained herein was derived from the Company’s audited consolidated financial statements as of that date included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2025.

The preparation of the Company’s unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The estimates and assumptions made may not prove to be correct, and actual results could differ from the estimates.

The Company, through its wholly-owned subsidiaries, is a value-added distributor, and provides advisory and technical services. Through its sales organization, the Company provides its customers with planning, designing, and consulting services related to their commercial laundry operations. The Company sells and/or leases its customers commercial laundry equipment, specializing in washing, drying, finishing, material handling, water heating, power generation, and water reuse applications. In support of the suite of products it offers, the Company sells related parts and accessories. Additionally, through the Company’s network of commercial laundry technicians, the Company provides its customers with installation, maintenance, and repair services.

The Company’s customers include government, institutional, industrial, commercial and retail customers. Product purchases made by customers range from parts and accessories, to single or multiple units of equipment, to large complex systems. The Company also provides its customers with the services described above.

The Company’s growth strategy includes organic growth initiatives and business acquisitions pursuant to the Company’s “buy-and-build” growth strategy.

Note (2) – Summary of Significant Accounting Policies: There have been no material changes to the Company’s significant accounting policies from those described in Note 2 to the Company’s audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2025.

Note (3) – Recently Issued Accounting Guidance: In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), to enhance the transparency and decision usefulness of income tax disclosures. ASU 2023-09 requires greater standardization and disaggregation of categories within an entity’s tax rate reconciliation disclosure, as well as disclosure of income taxes paid by jurisdiction, among other requirements. ASU 2023-09 is effective for annual periods beginning after December 15, 2024, with early adoption permitted. ASU 2023-09 is effective on a prospective basis, with retrospective application permitted. The Company is currently evaluating the effect of this ASU on its income tax disclosures.

Table of Contents

EVI Industries, Inc. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~December~~March 31, ~~2025~~2026

(Unaudited)

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) (“ASU 2024-03”), to enhance the transparency and clarity of the components of specific expense categories in the income statement. ASU 2024-03 requires disclosure of additional information about specific expense categories underlying certain income statement expense line items. In January 2025, the FASB issued ASU 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date, which clarified the effective date of ASU 2024-03. ASU 2024-03 will be effective for the Company beginning with its annual financial statements for the fiscal year ending June 30, 2028. The Company is currently evaluating the impact of this accounting standard on its financial statement presentation and related disclosures.

Management does not believe that accounting standards and updates which have been issued but are not yet effective will have a material impact on the Company’s condensed consolidated financial statements upon adoption, other than as described above.

Note (4) – Acquisitions:

Fiscal 2026 ~~Acquisition~~Acquisitions

~~On August 1, 2025, the Company acquired~~ ASN Laundry Group (“ASN”), a New York-based distributor of commercial laundry products and a provider of related technical installation and maintenance services. The consideration paid by the Company in connection with the acquisition consisted of $0.5 million in cash. In addition, the Company assumed $0.1 million of accrued liabilities of ASN in connection with the transaction. Fees and expenses related to the acquisition, consisting primarily of legal and other professional fees, were not material and are classified as selling, general and administrative expenses in the Company’s consolidated statement of operations for the six months ended December 31, 2025. The acquisition was treated for accounting purposes as a purchase of ASN using the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations (“ASC 805”), pursuant to which the consideration paid by the Company was allocated to the acquired assets and assumed liabilities, in each case, based on their respective fair values as of the closing date, with the excess of the consideration transferred over the fair value of the net assets acquired being allocated to goodwill. The Company allocated $0.6 million to goodwill, which is expected to be amortized and deductible for tax purposes over 15 years. Goodwill is attributable primarily to the assembled workforce, as well as the expected benefits from the increased scale of the Company as a result of the acquisition. The financial position, including assets and liabilities, of ASN is included in the Company’s unaudited condensed consolidated balance sheet as of December 31, 2025 and the results of operations of ASN subsequent to the August 1, 2025 closing date are included in the Company’s unaudited condensed consolidated financial statements for the three and six months ended December 31, 2025.Acquisition

On August 1, 2025, the Company acquired ASN Laundry Group (“ASN”), a New York-based distributor of commercial laundry products and a provider of related technical installation and maintenance services. The consideration paid by the Company in connection with the acquisition consisted of $0.5 million in cash. In addition, the Company assumed $0.1 million of accrued liabilities of ASN in connection with the transaction. Fees and expenses related to the acquisition, consisting primarily of legal and other professional fees, were not material and are classified as selling, general and administrative expenses in the Company’s consolidated statement of operations for the nine months ended March 31, 2026. The acquisition was treated for accounting purposes as a purchase of ASN using the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations (“ASC 805”), pursuant to which the consideration paid by the Company was allocated to the acquired assets and assumed liabilities, in each case, based on their respective fair values as of the closing date, with the excess of the consideration transferred over the fair value of the net assets acquired being allocated to goodwill. The Company allocated $0.6 million to goodwill, which is expected to be amortized and deductible for tax purposes over 15 years. Goodwill is attributable primarily to the assembled workforce, as well as the expected benefits from the increased scale of the Company as a result of the acquisition. The financial position, including assets and liabilities, of ASN is included in the Company’s unaudited condensed consolidated balance sheet as of March 31, 2026 and the results of operations of ASN subsequent to the August 1, 2025 closing date are included in the Company’s unaudited condensed consolidated financial statements for the three and nine months ended March 31, 2026.

BEL Acquisition

On February 28, 2026, the Company acquired substantially all of the assets of Belenky, Inc. (“BEL”), an Ohio-based distributor of commercial laundry products and a provider of related technical installation and maintenance services to the on-premise and vended laundry segments of the commercial laundry industry. The consideration paid by the Company in connection with the acquisition consisted of $2.4 million in cash and $0.8 million in amounts payable to the seller. The Company funded the acquisition with borrowings under its credit facility. Fees and expenses related to the acquisition of BEL, consisting primarily of legal and other professional fees, were not material.

The acquisition of BEL was treated for accounting purposes as a purchase of BEL using the acquisition method of accounting in accordance with ASC 805, pursuant to which the consideration paid by the Company was allocated to the acquired assets and assumed liabilities, in each case, based on their respective fair values as of the closing date, with the excess of the consideration transferred over the fair value of the net assets acquired being allocated to goodwill. The computation of the purchase price consideration and the preliminary allocation of the consideration to the net assets acquired are presented in the following table (in thousands):

Allocation of purchase price consideration
Accounts receivable	$	485
Inventories		255
Equipment and improvements		138
Intangible assets		1,130
Accounts payable and accrued expenses		(407	)
Customer deposits		(116	)
Total identifiable net assets		1,485
Goodwill		1,704
Total	$	3,189

As of the date of this Quarterly Report on Form 10-Q, the Company is continuing its valuation of intangible assets and certain working capital items, which are subject to adjustment in accordance with the terms of the asset purchase agreement. Accordingly, the purchase price allocation set forth above reflects preliminary fair value estimates based on preliminary work and analyses performed by management and is subject to change as additional information to assist in determining the fair value of those assets as of the closing date is obtained during the post-closing measurement period of up to one year.

Intangible assets consist of $280,000 allocated to the Belenky trade name and $850,000 allocated to customer-related intangible assets. The Belenky trade name is indefinite-lived and therefore not subject to amortization. The Belenky trade name will be evaluated for impairment annually, or more frequently if an event occurs or circumstances change that indicate that it may be impaired, by comparing its fair value to its carrying amount to determine if a write-down to fair value is required. Customer-related intangible assets will be amortized over 10 years.

Goodwill is attributable primarily to the assembled workforce acquired, as well as benefits from the increased scale of the Company as a result of the acquisition. The goodwill from the acquisition is deductible for income tax purposes.

Fiscal 2025 Acquisitions

LPF Acquisition

On July 1, 2024, the Company acquired substantially all of the assets of Laundry Pro of Florida, Inc. (“LPF”), a Florida -based distributor of commercial laundry products and a provider of related technical installation and maintenance services to the on-premise and vended laundry segments of the commercial laundry industry. The consideration paid by the Company in connection with the acquisition consisted of $5.9 million in cash. The Company funded the acquisition with borrowings under its credit facility. Fees and expenses related to the acquisition of LPF, consisting primarily of legal and other professional fees, were not material.

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EVI Industries, Inc. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~December~~March 31, ~~2025~~2026

(Unaudited)

The acquisition of LPF was treated for accounting purposes as a purchase of LPF using the acquisition method of accounting in accordance with ASC 805, pursuant to which the consideration paid by the Company was allocated to the acquired assets and assumed liabilities, in each case, based on their respective fair values as of the closing date, with the excess of the consideration transferred over the fair value of the net assets acquired being allocated to goodwill. The computation of the purchase price consideration and the allocation of the consideration to the net assets acquired are presented in the following table (in thousands):

Allocation of purchase price consideration:
Inventories	$	1,672
Other assets		145
Equipment and improvements		380
Intangible assets		1,470
Accounts payable and accrued expenses		(16	)
Customer deposits		(156	)
Total identifiable net assets		3,495
Goodwill		2,390
Total	$	5,885

Intangible assets consist of $550,000 allocated to the Laundry Pro of Florida trade name and $920,000 allocated to customer-related intangible assets. The Laundry Pro of Florida trade name is indefinite-lived and therefore not subject to amortization. The Laundry Pro of Florida trade name is evaluated for impairment annually, or more frequently if an event occurs or circumstances change that indicate that it may be impaired, by comparing its fair value to its carrying amount to determine if a write-down to fair value is required. Customer-related intangible assets are being amortized over 10 years.

ODL Acquisition

On November 1, 2024, the Company acquired substantially all of the assets of O’Dell Equipment & Supply, Inc. (“ODL”), an Indiana -based distributor of commercial laundry products and a provider of related technical installation and maintenance services to the on-premise and vended laundry segments of the commercial laundry industry. The consideration paid by the Company in connection with the acquisition consisted of $4.5 million in cash, net of working capital adjustments. The Company funded the acquisition with borrowings under its credit facility. Fees and expenses related to the acquisition of ODL, consisting primarily of legal and other professional fees, were not material.

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EVI Industries, Inc. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~December~~March 31, ~~2025~~2026

(Unaudited)

The acquisition of ODL was treated for accounting purposes as a purchase of ODL using the acquisition method of accounting in accordance with ASC 805, pursuant to which the consideration paid by the Company was allocated to the acquired assets and assumed liabilities, in each case, based on their respective fair values as of the closing date, with the excess of the consideration transferred over the fair value of the net assets acquired being allocated to goodwill. The computation of the purchase price consideration and the allocation of the consideration to the net assets acquired are presented in the following table (in thousands):

Allocation of purchase price consideration:
Accounts receivable	$	409
Inventories		1,032
Equipment and improvements		183
Intangible assets		1,750
Accounts payable and accrued expenses		(361	)
Customer deposits		(307	)
Total identifiable net assets		2,706
Goodwill		1,753
Total	$	4,459

Intangible assets consist of $530,000 allocated to the O’Dell Equipment & Supply trade name and $1,220,000 allocated to customer-related intangible assets. The O’Dell Equipment & Supply trade name is indefinite-lived and therefore not subject to amortization. The O’Dell Equipment & Supply trade name is evaluated for impairment annually, or more frequently if an event occurs or circumstances change that indicate that it may be impaired, by comparing its fair value to its carrying amount to determine if a write-down to fair value is required. Customer-related intangible assets are being amortized over 10 years.

HMI Acquisition

On February 1, 2025, the Company acquired substantially all of the assets of Haiges Machinery, Inc. (“HMI”), an Illinois -based distributor of commercial laundry products and a provider of related technical installation and maintenance services to the on-premise and vended laundry segments of the commercial laundry industry. The consideration paid by the Company in connection with the acquisition consisted of $2.1 million in cash, (net of cash acquired). The Company funded the acquisition with borrowings under its credit facility. Fees and expenses related to the acquisition of HMI, consisting primarily of legal and other professional fees, were not material.

The acquisition of HMI was treated for accounting purposes as a purchase of HMI using the acquisition method of accounting in accordance with ASC 805, pursuant to which the consideration paid by the Company was allocated to the acquired assets and assumed liabilities, in each case, based on their respective fair values as of the closing date, with the excess of the consideration transferred over the fair value of the net assets acquired being allocated to goodwill. The computation of the purchase price consideration and the allocation of the consideration to the net assets acquired are presented in the following table (in thousands):

Allocation of purchase price consideration:
Accounts receivable	$	219
Inventories		689
Equipment and improvements		307
Intangible assets		230
Other assets		44
Accounts payable and accrued expenses		(80	)
Customer deposits		(121	)
Total identifiable net assets		1,288
Goodwill		825
Total	$	2,113

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EVI Industries, Inc. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~December~~March 31, ~~2025~~2026

(Unaudited)

Intangible assets consist of $90,000 allocated to the Haiges Machinery trade name and $140,000 allocated to customer-related intangible assets. The Haiges Machinery trade name is indefinite-lived and therefore not subject to amortization. The Haiges Machinery trade name is evaluated for impairment annually, or more frequently if an event occurs or circumstances change that indicate that it may be impaired, by comparing its fair value to its carrying amount to determine if a write-down to fair value is required. Customer-related intangible assets are being amortized over 10 years.

GNA Acquisition

On April 1, 2025, the Company acquired Girbau North America, Inc. (“GNA”), a Wisconsin -based master distributor of commercial laundry products and a provider of related technical installation and maintenance services to the on-premise and vended laundry segments of the commercial laundry industry. The consideration paid by the Company in connection with the acquisition totaled $38.4 million and included approximately $42.2 million in cash (net of cash acquired), including a $4.2 million payment made during the three months ended December 31, 2025 which prior to December 31, 2025 was ~~previously~~ recorded as an amount payable to the seller, net of approximately $3.8 million for the effective settlement of acquirer receivables. The Company funded the acquisition with borrowings under its credit facility. Fees and expenses related to the acquisition of GNA, consisting primarily of legal and other professional fees, were approximately $300,000.

The acquisition of GNA was treated for accounting purposes as a purchase of GNA using the acquisition method of accounting in accordance with ASC 805, pursuant to which the consideration paid by the Company was allocated to the acquired assets and assumed liabilities, in each case, based on their respective fair values as of the closing date, with the excess of the consideration transferred over the fair value of the net assets acquired being allocated to goodwill. The computation of the purchase price consideration and the ~~preliminary~~ allocation of the consideration to the net assets acquired are presented in the following table (in thousands):

Allocation of purchase price consideration:
Accounts receivable	$	8,878
Inventories		15,158
Other current assets		1,124
Equipment and improvements		2,474
Intangible assets		7,700
Other assets		1,684
Accounts payable and accrued expenses		(6,885	)
Customer deposits		(55	)
Deferred tax liabilities		(3,014	)
Total identifiable net assets		27,064
Goodwill		11,359
Total	$	38,423

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EVI Industries, Inc. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~December~~March 31, ~~2025~~2026

(Unaudited)

As of the date of this Quarterly Report on Form 10-Q, the Company is continuing its valuation of intangible assets, deferred tax liabilities, and certain working capital adjustments, which is subject to adjustment in accordance with the terms of the stock purchase agreement. Accordingly, the purchase price allocation set forth above reflects preliminary fair value estimates based on preliminary work and analyses performed by management and is subject to change as additional information to assist in determining the fair value of those assets as of the closing date is obtained during the post-closing measurement period of up to one year.

Intangible assets consist of $7.7 million allocated to customer-related intangible assets, which is being amortized over 10 years.

Goodwill is attributable primarily to the assembled workforce acquired, as well as benefits from the increased scale of the Company as a result of the acquisition.

Supplemental Pro Forma Results of Operations

The following supplemental pro forma information presents the results of operations of the Company for the ~~six~~nine and three months ended ~~December~~March 31, ~~2024~~2025, after giving effect to the HMI, GNA, and ~~GNA~~BEL acquisitions, as if such acquisitions were consummated on July 1, 2024. As permitted by ASC 805-10-50-2, the following supplemental pro forma information does not give effect to the acquisition of ODL because it was impracticable to provide such information for the periods presented due to the lack of availability of meaningful financial statements of ODL that comply with GAAP. Because the acquisition of LPF was consummated on July 1, 2024, the results of operations of the Company for the ~~six~~ nine and three months ended ~~December~~March 31, ~~2024~~2025 include the results of LPF for the entire duration of each such period.

The supplemental pro forma information set forth below reflects adjustments based on currently available information and assumptions made by management. While management believes the assumptions made are reasonable under the circumstances, they may not prove to be accurate. The pro forma information set forth below is presented for informational purposes only and is not necessarily indicative of what the actual results of operations of the Company would have been if the acquisitions of HMI, ~~and~~ GNA, and BEL had occurred on the date assumed, nor is it indicative of future results of operations.

	For the three months ended		For the ~~six~~nine months ended
	December 31,		December 31,
	March 31,		March 31,
	2024		2024
	2025		2025
(in thousands)	(Unaudited)		(Unaudited)
	(Unaudited)		(Unaudited)
Revenues	$	~~106~~108,~~766~~415,~~227~~028	$	~~215~~326,~~256~~954,~~011~~779
Net income		1,~~407~~798,~~871~~654		58,~~209~~349,~~510~~887

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EVI Industries, Inc. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~December~~March 31, ~~2025~~2026

(Unaudited)

The Company’s consolidated results of operations for the ~~six~~nine ~~and three~~ months ended ~~December~~March 31, ~~2025~~2026 include total revenue of approximately $4056.1 8 million and net income of approximately $201.48 million, attributable ~~respectively,~~to businesses acquired during fiscal 2025 and ~~total~~2026, ~~net~~based ~~income~~on the consolidated effective tax rate. The Company’s consolidated results of operations for the three months ended March 31, 2026 include total revenue of approximately $216.06 million and ~~$1.1~~no ~~million,~~net income ~~respectively,~~ attributable to businesses acquired during fiscal 2025 and 2026, based on the consolidated effective tax rate. The Company’s consolidated results of operations for the ~~six~~nine and three months ended ~~December~~March 31, ~~2024~~2025 include total revenue of approximately $49.8 0 million and $34.2 million, respectively, and no net income, attributable to businesses acquired during fiscal 2025, based on the consolidated effective tax rate. These results of acquired businesses do not include the effects of acquisition costs in connection with the acquisitions.

~~Subsequent~~Note ~~Acquisition~~(5) – Earnings Per Share: The Company computes earnings per share using the two-class method. The two-class method of computing earnings per share is an earnings allocation formula that determines earnings per share for common stock and any participating securities according to dividends declared (whether paid or unpaid) and participation rights in undistributed earnings. Shares of the Company’s common stock subject to unvested restricted stock awards and restricted stock units are considered participating securities because they contain a non-forfeitable right to cash dividends (in the case of restricted stock awards) or dividend equivalents (in the case of restricted stock units) paid prior to vesting or forfeiture, if any, irrespective of whether the awards or units ultimately vest. Basic and diluted earnings per share for the nine and three months ended March 31, 2026 and 2025 are computed as follows (in thousands, except per share data):

On January 30, 2026, the Company entered into an asset purchase agreement to acquire a distributor for total consideration of $3.2 million. The acquisition is expected to close in the third quarter of fiscal 2026.

	For the nine months ended				For the three months ended
	March 31,				March 31,
	2026		2025		2026		2025
	(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)
Net income	$	4,970	$	5,401	$	753	$	1,041
Less: distributed and undistributed income allocated to unvested restricted common stock		737		764		112		147
Net income allocated to EVI Industries, Inc. shareholders	$	4,233	$	4,637	$	641	$	894
Weighted average shares outstanding used in basic earnings per share		12,826		12,726		12,864		12,756
Dilutive common share equivalents		824		412		678		379
Weighted average shares outstanding used in diluted earnings per share		13,650		13,138		13,542		13,135
Basic earnings per share	$	0.33	$	0.36	$	0.05	$	0.07
Diluted earnings per share	$	0.31	$	0.35	$	0.05	$	0.07

~~Note~~During ~~(5) – Earnings Per Share: The Company computes earnings per share using~~ the ~~two-class method. The two-class method of computing earnings per share is an earnings allocation formula that determines earnings per share for common stock~~ nine and ~~any~~three ~~participating~~months ~~securities~~ended March ~~according~~31, to2026, ~~dividends~~other ~~declared~~than 276,667 ~~(whether~~shares ~~paid or unpaid)~~ and ~~participation~~565,424 shares, ~~rights~~respectively, ~~in undistributed earnings. Shares~~ of ~~the Company’s~~ common stock subject to unvested restricted stock awards ~~and~~or restricted stock units, ~~are~~there ~~considered~~were ~~participating~~no ~~securities~~potentially ~~because~~dilutive ~~they~~securities ~~contain~~outstanding. aDuring ~~non-forfeitable~~the ~~right~~nine toand ~~cash~~three ~~dividends~~months ~~(in~~ended March ~~the~~31, ~~case~~2025, ofother ~~restricted~~than 702,256 ~~stock~~shares ~~awards)~~and or720,590 ~~dividend~~shares, ~~equivalents~~respectively, ~~(in the case~~ of ~~restricted~~common stock ~~units)~~subject ~~paid prior~~ to ~~vesting~~unvested orrestricted ~~forfeiture,~~stock ~~if any, irrespective of whether the~~ awards or ~~units~~restricted ~~ultimately~~stock ~~vest. Basic and diluted earnings per share for the six and three months ended December 31~~units, ~~2025~~there ~~and~~were ~~2024 are~~no ~~computed~~potentially asdilutive ~~follows~~securities ~~(in thousands, except per share data):~~outstanding.

	For the six months ended				For the three months ended
	December 31,				December 31,
	2025		2024		2025		2024
	(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)
Net income	$	4,217	$	4,360	$	2,370	$	1,129
Less: distributed and undistributed income allocated to unvested restricted common stock		627		617		353		160
Net income allocated to EVI Industries, Inc. shareholders	$	3,590	$	3,743	$	2,017	$	969
Weighted average shares outstanding used in basic earnings per share		12,807		12,712		12,845		12,739
Dilutive common share equivalents		860		412		792		443
Weighted average shares outstanding used in diluted earnings per share		13,667		13,124		13,637		13,182
Basic earnings per share	$	0.28	$	0.29	$	0.16	$	0.08
Diluted earnings per share	$	0.26	$	0.29	$	0.15	$	0.07

Note (6) – Debt: Long-term debt as of March 31, 2026 and June 30, 2025 are as follows (in thousands):

During the six and three months ended December 31, 2025, other than 239,205 shares and 345,719 shares, respectively, of common stock subject to unvested restricted stock awards or restricted stock units, there were no potentially dilutive securities outstanding. During the six and three months ended December 31, 2024, other than 703,109 shares and 602,995 shares, respectively, of common stock subject to unvested restricted stock awards or restricted stock units, there were no potentially dilutive securities outstanding.

	March 31,		June 30,
	2026		2025
Revolving credit facility	$	60,000	$	53,000

Note (6) – Debt: Long-term debt as of December 31, 2025 and June 30, 2025 are as follows (in thousands):

	December 31,		June 30,
	2025		2025
Revolving credit facility	$	58,000	$	53,000

The Company is party, as borrower, to a syndicated credit agreement (the “Credit Agreement”). The Credit Agreement allows for borrowings in the maximum aggregate principal amount of up to $150 million, with an accordion feature to increase the revolving credit facility by up to $50 million for a total of $200 million. A portion of the revolving credit facility is available for swingline loans of up to a sublimit of $7.5 million and for the issuance of standby letters of credit of up to a sublimit of $15 million. The maturity date of the Credit Agreement is March 26, 2030.

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EVI Industries, Inc. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~December~~March 31, ~~2025~~2026

(Unaudited)

Borrowings (other than swingline loans) under the Credit Agreement bear interest, at a rate, at the Company’s election at the time of borrowing, equal to (a) the Secured Overnight Financing Rate (“SOFR”) plus 0.11% to 0.43%, plus an additional adjustment margin that ranges between 1.25% and 1.75% depending on the Company’s consolidated leverage ratio, which is a ratio of consolidated funded indebtedness to consolidated earnings before interest, taxes, depreciation and amortization (EBITDA) (the “Consolidated Leverage Ratio”) or (b) the highest of (i) prime, (ii) the federal funds rate plus 50 basis points, and (iii) SOFR plus 100 basis points (such highest rate, the “Base Rate”), plus a margin that ranges between 0.25% and 0.75% depending on the Consolidated Leverage Ratio. Swingline loans generally bear interest at the Base Rate plus a margin that ranges between 0.25% and 0.75% depending on the Consolidated Leverage Ratio. As of ~~December~~March 31, ~~2025~~2026, the Company had approximately $5860.0 million of outstanding borrowings under the Credit Agreement, which accrued interest at a weighted average rate of 5.1404%.

The Credit Agreement contains certain covenants, including financial covenants requiring the Company to comply with maximum leverage ratios and minimum interest coverage ratios. The Credit Agreement also contains other provisions which may restrict the Company’s ability to, among other things, dispose of or acquire assets or businesses, incur additional indebtedness, make certain investments and capital expenditures, pay dividends, repurchase shares and enter into transactions with affiliates. At ~~December~~March 31, ~~2025~~2026, the Company was in compliance with its covenants under the Credit Agreement and $4336.03 million was available to borrow under the revolving credit facility.

The obligations of the Company under the Credit Agreement are secured by substantially all of the assets of the Company and certain of its subsidiaries, and are guaranteed, jointly and severally, by certain of the Company’s subsidiaries.

The carrying value of the Company’s long-term debt reported in the condensed consolidated balance sheets herein approximates its fair value since it bears interest at variable rates approximating market rates.

Note (7) – Leases:

Company as Lessee

As of ~~December~~March 31, ~~2025~~2026, the Company had 34 facilities, consisting of warehouse facilities and administrative offices, financed under operating leases with lease term expirations between 2026 and 2031. Operating lease cost consists of monthly rental payments under the terms of the Company’s lease agreements recognized on a straight-line basis. Short-term lease costs were not material during the ~~six~~nine or three months ended ~~December~~March 31, ~~2025~~ 2026 or ~~2024~~2025.

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EVI Industries, Inc. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~December~~March 31, ~~2025~~2026

(Unaudited)

The following table provides details of the Company’s future minimum lease payments under operating lease liabilities recorded on the Company’s condensed consolidated balance sheet as of ~~December~~March 31, ~~2025~~2026. The table below does not include commitments that are contingent on events or other factors that are currently uncertain or unknown.

	Total Operating
	Lease Obligations
Fiscal years ending June 30,	(in thousands)
2026 (remainder of)	$	21,~~248~~253
2027		4,~~020~~267
2028		23,~~977~~227
2029		2,~~232~~309
2030		12,~~916~~001
Thereafter		1,~~034~~088
Total minimum lease payments		14,~~427~~145
Less: amounts representing interest		1,~~203~~140
Present value of minimum lease payments		13,~~224~~005
Less: current portion		3,~~889~~925
Long-term portion	$	9,~~335~~080

The table below presents additional information related to the Company’s operating leases (in thousands):

	Six months ended				Three months ended
	Nine months ended				Three months ended
	December 31,				December 31,
	March 31,				March 31,
	2025		2024		2025		2024
	2026		2025		2026		2025
Operating lease cost
Operating lease cost (1)	$	23,~~309~~471	$	12,~~897~~914	$	1,~~176~~162	$	~~941~~993
Variable lease cost (2)		24,~~865~~405		23,~~488~~565		1,~~502~~540		~~705~~1,101
Total lease cost	$	57,~~174~~876	$	46,~~385~~479	$	2,~~678~~702	$	12,~~646~~094

(1)

Expenses are classified as selling, general and administrative expenses in the Company’s condensed consolidated statements of operations.

(2)

Certain of the Company’s subsidiaries lease space at locations where (i) they install laundry equipment and customers pay for the use of equipment and (ii) the leased space is paid for as part of a revenue sharing arrangement. These expenses are classified within cost of sales in the Company’s condensed consolidated statements of operations.

The table below presents lease-related terms and discount rates as of ~~December~~March 31, ~~2025~~2026:

	December 31,
	March 31,
	2025
	2026
Weighted average remaining lease terms
Operating leases (years)	~~3.98 years~~	3.81 years
Weighted average discount rate
Operating leases		4.33	%

The table below presents supplemental cash flow information related to the Company’s long-term operating lease liabilities for the ~~six~~nine months ended ~~December~~March 31, ~~2025~~2026 and ~~2024~~2025 (in thousands):

	Six months ended
	Nine months ended
	December 31,
	March 31,
	2025		2024
	2026		2025
Cash paid for amounts included in the measurement of lease liabilities:	$	23,~~309~~471	$	12,~~897~~914
Operating lease right-of-use assets obtained in exchange for operating lease liabilities:	$	23,~~923~~696	$	12,~~781~~835

Company as Lessor

The Company derives a portion of its revenue from equipment leasing arrangements. Such arrangements provide for monthly payments covering the equipment provided, maintenance and interest. These arrangements meet the criteria to be accounted for as sales type leases. Accordingly, revenue from the provision of the equipment is recognized upon delivery of the equipment and its acceptance by the customer. Upon the recognition of such revenue, an asset is established for the investment in sales type leases. Maintenance revenue and interest are recognized monthly over the lease term.

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EVI Industries, Inc. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~December~~March 31, ~~2025~~2026

(Unaudited)

The future minimum lease payments receivable for sales type leases are as follows (in thousands):

Total Minimum

Amortization

Net Investment

Lease Payments

of Unearned

in Sales Type

Fiscal years ending June 30,

Receivable

Income

Leases

2026 (remainder of)

21,~~752~~457

~~1,746~~910

~~1,006~~547

2027

4,~~508~~858

23,~~895~~129

1,~~613~~729

2028

3,~~441~~718

2,~~047~~251

1,~~394~~467

2029

2,~~474~~723

1,~~325~~479

1,~~149~~244

2030

1,~~587~~787

~~813~~916

~~774~~871

Thereafter

12,~~886~~103

~~877~~975

1,~~009~~128

6,~~945~~986

* Excludes residual values of $2.7 million.

The total net investments in sales type leases, including stated residual values, as of ~~December~~March 31, ~~2025~~2026 and June 30, 2025 was $9.7 million and $9.8 million, respectively. The current portion of $1.~~7 million and $1.~~8 million is included in other current assets in the consolidated balance sheets as of ~~December~~March 31, ~~2025~~2026 and June 30, 2025, ~~respectively,~~ and the long term portion of $7.9 million and $8.0 million is included in other assets in the consolidated balance sheets as of ~~December~~March 31, ~~2025~~2026 and June 30, 2025, respectively.

Note (8) – Income Taxes: Income taxes are recorded in the Company’s quarterly financial statements based on the Company’s estimated annual effective income tax rate, subject to adjustment for discrete events, should they occur.

The Company’s effective tax rate was 2730.41% and 2542.1% for the ~~six~~nine and three-month periods ended ~~December~~March 31, ~~2025~~2026, respectively, and 3032.0% and 3439.41% for the ~~six~~nine and three-month periods ended ~~December~~March 31, ~~2024~~2025, respectively. The decrease in the effective tax rate for the nine-month comparable period is attributable to decreases in the Company's taxable presence in the jurisdictions where the Company operates partially offset by an increase in the net impact of permanent book-tax differences resulting primarily from nondeductible compensation. The increase in the effective tax rate ~~are~~for the three-month comparable period is attributable to an increase in the net impact of the permanent book-tax differences resulting primarily from nondeductible compensation partially offset by decreases in the Company's taxable presence in the jurisdictions where the Company operates.

As of ~~December~~March 31, ~~2025~~2026 and June 30, 2025, the Company had net deferred tax liabilities of approximately $7.~~5 million and $~~7.7 million~~, respectively~~. Consistent with the guidance of the FASB regarding accounting for income taxes, the Company regularly estimates its ability to recover deferred tax assets and establishes a valuation allowance against deferred tax assets to reduce the balance to amounts expected to be recoverable. This evaluation includes the consideration of several factors, including an estimate of the likelihood of generating sufficient taxable income in future periods over which temporary differences reverse, the expected reversal of deferred tax liabilities, past and projected taxable income, and available tax planning strategies. As of ~~December~~March 31, ~~2025~~2026, management believed that it was more-likely-than-not that the results of future operations will generate sufficient taxable income to realize the amount of the Company’s deferred tax assets over the periods during which temporary differences reverse.

The Company follows ASC Topic 740-10-25, “Accounting for Uncertainty in Income Taxes” (“ASC 740”). ASC 740 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The Company’s accounting for income taxes in accordance with this standard did not result in a material adjustment to the Company’s provision for income taxes during the three or ~~six~~nine months ended ~~December~~March 31, ~~2025~~2026 or ~~2024~~2025.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions becoming or to be effective in fiscal 2026. The Company is currently assessing the impact of the provisions of the OBBBA on the Company’s fiscal 2026 consolidated financial statements.

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EVI Industries, Inc. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~December~~March 31, ~~2025~~2026

(Unaudited)

As of ~~December~~March 31, ~~2025~~2026, the Company was subject to potential federal and state tax examinations for the tax years including and subsequent to 2021.

Note (9) – Equity Plans and Dividends:

Equity Incentive Plan

In November 2015, the Company’s stockholders approved the Company’s 2015 Equity Incentive Plan (the “2015 Plan”). During December 2020, the Company’s stockholders approved an amendment to the 2015 Plan to increase the number of shares of the Company’s common stock authorized for issuance pursuant to awards granted under the 2015 Plan to 3,000,000 shares. During December 2024, the Company’s stockholders approved an amendment to the 2015 Plan to, among other things, further increase the number of shares of the Company’s common stock authorized for issuance pursuant to awards granted under the 2015 Plan to 3,500,000 shares. Pursuant to the terms of the 2015 Plan, as of November 13, 2025, the tenth anniversary of the effective date of the 2015 Plan, no further awards may be granted under the 2015 Plan.

In December 2025, the Company’s stockholders approved the Company’s 2025 Equity Incentive Plan (the “2025 Plan” and, together with the 2015 Plan, the "Plans"). The terms of the 2025 Plan are substantially similar to the terms of the 2015 Plan, providing for a broad array of awards, including stock awards, restricted stock awards, restricted stock units, stock options, stock appreciation rights, performance awards, and other awards, including cash awards. A total of 3,000,000 shares of the Company's common stock are authorized for issuance pursuant to awards granted under the 2025 Plan.

The fair value of awards granted under the Plans is expensed on a straight-line basis over the vesting period of the awards. Share-based compensation expense is included in selling, general and administrative expenses in the Company’s condensed consolidated statements of operations.

During the ~~six~~nine months ended ~~December~~March 31, ~~2025~~2026, there were 182,493 restricted stock awards and 75,662 restricted stock units granted under the 2015 Plan and an additional 89,844 restricted stock units granted under the 2025 Plan. During the three months ended ~~December~~March 31, ~~2025~~2026, there were 61,~~872~~000 restricted stock units granted under the ~~2015 Plan and 8,844 restricted stock units granted under the~~ 2025 Plan. No restricted stock awards were granted under ~~either~~the 2025 Plan during the nine or three months ended ~~December~~March 31, ~~2025~~2026. During the ~~six~~nine months ended ~~December~~March 31, ~~2024~~2025, there were 263,974 restricted stock awards and 100,449 restricted stock units granted under the 2015 Plan. ~~During~~No ~~the~~restricted ~~three~~stock ~~months ended December 31, 2024, there were~~awards ~~75,605~~ or restricted stock units were granted under the 2015 Plan~~. No restricted~~ ~~stock awards were granted~~ during the three months ended ~~December~~March 31, ~~2024~~2025. There were no restricted stock awards forfeited during either the ~~six~~nine or three months ended ~~December~~March 31, ~~2025~~2026 or ~~2024~~2025. There were 34,~~244~~818 and ~~825~~1,574 restricted stock units forfeited during the ~~six~~nine and three months ended ~~December~~March 31, ~~2025~~2026, respectively. There were 2,~~016~~ 117 and ~~1,911~~ 101 restricted stock units forfeited during the ~~six~~nine and three months ended ~~December~~March 31, ~~2024~~2025, respectively.

For the ~~six~~nine and three months ended ~~December~~March 31, ~~2025~~2026, non-cash share-based compensation expense related to awards granted under the Plans totaled $24.60 million and $1.43 million, respectively. For the ~~six~~ nine and three months ended ~~December~~March 31, ~~2024~~2025, non-cash stock compensation expense related to awards granted under the 2015 Plan totaled $2.3 .4 million and $1.2 million, respectively.

As of ~~December~~March 31, ~~2025~~2026, the Company had $2625.0 2 million and $12.61 million of total unrecognized compensation expense related to previously granted restricted stock awards and restricted stock units, respectively, which is expected to be recognized over the weighted average period of 11.3412 years and 9.3917 years, respectively.

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EVI Industries, Inc. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~December~~March 31, ~~2025~~2026

(Unaudited)

The following is a summary of non-vested restricted stock activity as of, and for the ~~six~~nine months ended, ~~December~~March 31, ~~2025~~2026:

	Restricted Stock Awards					Restricted Stock Units
				Weighted					Weighted
				Average					Average
				Grant Date					Grant Date
	Shares			Fair Value		Shares			Fair Value
Non-vested awards or units outstanding at June 30, 2025		1,486,571		$	20.03		644,333		$	22.93
Granted		182,493			28.22		8485,506			30.8167
Vested		(~~108~~112,~~257~~299	)		2122.6902		(3841,~~405~~155	)		2324.5014
Forfeited		—			—		(34,~~244~~818	)		1720.2933
Non-vested awards or units outstanding at December 31, 2025		1,560,807		$	20.87		687,190		$	23.89
Non-vested awards or units outstanding at March 31, 2026		1,556,765		$	20.85		683,866		$	23.84

Employee Stock Purchase Plan

During 2017, the Company’s stockholders approved the Company’s 2017 Employee Stock Purchase Plan (the “ESPP”). Subject to the terms and conditions thereof, the ESPP allows eligible employees the opportunity to purchase shares of the Company’s common stock at a 5% discount. The ESPP provides for six-month offering periods ending on December 31 and June 30 of each year. During the ~~six and three~~ nine months ended ~~December~~March 31, ~~2025~~2026, 3,657 shares were issued under the ESPP for which the Company received net proceeds of $85,000. During the ~~six~~nine ~~and three~~ months ended ~~December~~March 31, ~~2024~~2025, 3,645 shares of common stock were issued under the ESPP for which the Company received net proceeds of $56,000. No shares of common stock were issued under the ESPP during the three months ended March 31, 2026 or 2025.

Dividends

The declaration and payment of cash dividends on the Company’s common stock is determined by the Company’s Board of Directors based on the Company’s financial condition and results, including, but not limited to, cash flow generated by operations and profitability, the Company’s prospects and liquidity needs, and other factors deemed relevant by the Company’s Board of Directors.

The Company has not historically paid regular dividends on its common stock. However, the Company has from time to time paid special cash dividends on its common stock.

On September 11, 2025, the Company’s Board of Directors declared a special cash dividend on the Company’s common stock of $0.33 per share (an aggregate of $5.0 million), which was paid on October 6, 2025 to stockholders of record at the close of business on September 25, 2025.

On September 11, 2024, the Company’s Board of Directors declared a special cash dividend on the Company’s common stock of $0.31 per share (an aggregate of $4.6 million), which was paid on October 7, 2024 to stockholders of record at the close of business on September 26, 2024.

The payment of dividends, if any, in the future will be at the discretion of the Company’s Board of Directors, as described above. The payment of dividends may also be subject to restrictions contained in the Company’s debt instruments. As described elsewhere in this Report, including under “Liquidity and Capital Resources” in Item 2 of this Report, the Company’s Credit Agreement contains certain covenants which may, among other things, restrict the Company’s ability to pay dividends, and any future facilities may contain similar or more stringent requirements. The Company’s management does not believe that the covenants contained in the Company’s Credit Agreement currently materially limit the Company’s ability to pay dividends or are reasonably likely to materially limit the Company’s ability to pay dividends in the future.

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EVI Industries, Inc. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~December~~March 31, ~~2025~~2026

(Unaudited)

Note (10) – Transactions with Related Parties: Certain of the Company’s subsidiaries lease warehouse and office space from one or more of the principals or former principals of those subsidiaries. These leases include the following:

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 employee 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. The Company exercised its option to renew the lease for the first three-year renewal term, which commenced in October 2021, and the second three-year renewal term, which commenced in October 2024. Base rent for the first renewal term was $19,000 per month. Base rent for the second renewal term is $21,000 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 $~~126~~189,000 and $~~118~~181,000 during the ~~six~~nine months ended ~~December~~March 31, ~~2025~~2026 and ~~2024~~2025, respectively, and $63,000 during ~~and~~each ~~$61,000~~of ~~during~~ the three months ended ~~December~~March 31, ~~2025~~2026 and ~~2024, respectively~~2025.

On November 1, 2018, the Company’s wholly-owned subsidiary, AAdvantage Laundry Systems, entered into a lease agreement pursuant to which it leases warehouse and office space from an affiliate of Mike Zuffinetti, former Chief Executive Officer of AAdvantage. Pursuant to the lease agreement, on January 1, 2019, the lease expanded to cover additional warehouse space. The lease had an initial term of five years and provides for two successive three-year renewal terms at the option of the Company. The Company exercised its option to renew the lease for the first three-year renewal term, which commenced in November 2023. Base rent for the ~~initial term was $36,000 per month. Base rent for the~~ first renewal term is $40,000 per month. In addition to base rent, AAdvantage is responsible under the lease for costs related to real estate taxes, utilities, maintenance, repairs and insurance. Payments under this lease totaled approximately $~~240~~360,000 during each of the ~~six~~nine months ended ~~December~~March 31, ~~2025~~2026 and ~~2024~~2025, and approximately $120,000 during each of the three months ended ~~December~~March 31, ~~2025~~2026 and ~~2024~~2025.

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. The lease had an initial term of three years and provides for three successive three-year renewal terms at the option of the Company. The Company exercised its option to renew this lease for the first three-year renewal term, which commenced in November 2023. Base rent for the first year of the renewal term was $12,500 per month. Base rent for the second year of the renewal term was $12,750 per month. Base rent for the third year of the renewal term is $13,000 per month. 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. Payments under this lease totaled approximately $77116,000 and $76114,000 during the ~~six~~nine months ended ~~December~~March 31, ~~2025~~2026 and ~~2024~~2025, respectively, and approximately $39,000 and $38,000 during the three months ended ~~December~~March 31, ~~2025~~2026 and ~~2024~~2025, respectively.

Note (11) – Commitments and Contingencies: In the ordinary course of business, certain of the Company’s contracts require the Company to provide performance and payment bonds related to projects in process. These bonds are intended to provide a guarantee to the customer that the Company will perform under the terms of the contract and that the Company will pay subcontractors and vendors. If the Company fails to perform under the contract or pay subcontractors and vendors, the customer may demand that the surety make payments or provide services under the bond. The Company is required to reimburse the surety for expenses or outlays it incurs. Outstanding performance and payment bonds totaled $1.2 million at ~~December~~March 31, ~~2025~~2026 and June 30, 2025.

The Company may from time to time become subject to litigation and other legal proceedings. Litigation and other legal proceedings may require the Company to incur significant expenses, including those relating to legal and other professional fees, as well as damages or other payments. Litigation and other legal proceedings are inherently uncertain, and adverse outcomes in litigation or other legal proceedings could adversely affect the Company’s financial condition, cash flows and operating results.

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EVI Industries, Inc. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~December~~March 31, ~~2025~~2026

(Unaudited)

Note (12) – Goodwill: The changes in the carrying amount of goodwill are as follows (in thousands):

Balance at June 30, 2025	$	91,667
Goodwill from acquisition (1)		584
Goodwill from acquisitions (1)		2,288
Working capital adjustments (2)		(2524	)
Balance at December 31, 2025	$	92,226
Balance at March 31, 2026	$	93,931

(1) Relates to the ~~acquisition~~acquisitions of ASN and BEL, each of which was consummated during the ~~six~~nine months ended ~~December~~March 31, ~~2025~~2026, as described in Note 4, “Acquisitions.”

(2) Represents working capital adjustments related to acquisitions consummated by the Company during the fiscal year ended June 30, 2025, as described in Note 4, "Acquisitions."

Note (13) – Segment Reporting: The Company has one operating and reporting segment: commercial laundry, which includes the distribution of commercial laundry equipment and related parts and supplies, and the provision of installation, maintenance and repair services. The segment is managed on a consolidated basis, with the CEO serving as the chief operating decision maker (the “CODM”). On a monthly basis, the CODM reviews financial information presented on a consolidated basis and uses consolidated operating income and net income to assess performance and allocate resources.

Significant expenses within operating income and net income include cost of sales and selling, general and administrative expenses, each of which is separately presented in the consolidated statements of income. Other segment items within net income include interest and income taxes.

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Item 2.

Management’s Discussion and Analysis of Financial Conditions and Results of Operations.

Forward Looking Statements

Certain statements in this Quarterly Report on Form 10-Q are “forward looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. When used in this Quarterly Report on Form 10-Q, words such as “may,” “should,” “could,” “seek,” “believe,” “expect,” “anticipate,” “estimate,” “project,” “intend,” “strategy” and similar expressions are intended to identify forward looking statements. Forward looking statements may relate to, among other things, events, conditions and trends that may affect the future plans, operations, business, strategies, operating results, financial position and prospects of the Company. Forward looking statements are subject to a number of known and unknown risks and uncertainties that may cause actual results, trends, performance or achievements of the Company, or industry trends and results, to differ materially from the future results, trends, performance or achievements expressed or implied by such forward looking statements. These risks and uncertainties include, among others, those associated with: general economic and business conditions in the United States and other countries where the Company operates or where the Company’s customers ~~and~~or suppliers are located; economic uncertainty, including as it relates to governmental measures such as tariffs, ~~the~~legislation ~~imposition~~and ofjudicial ~~tariffs~~decisions with respect thereto, and their effect on global trading markets, the availability and pricing of products, credit markets, industry conditions, economic conditions generally or otherwise on the Company and its business, costs and results; industry conditions and trends; credit market volatility; risks related to supply chain delays and disruptions and their impact on the Company’s business and results, including the Company’s ability to deliver products and services to its customers on a timely basis; risks relating to inflation, and other price increases (including due to the imposition of tariffs), and their impact on the Company’s business, costs and results (including that, if desired, the Company may not be able to successfully increase the price of its products and services to offset such costs, in whole or in part, and that price increases may result in reduced demand for the Company’s products and services); risks related to labor shortages and increases in the costs of labor, and the impact thereof on the Company, including its ability to deliver products, provide services or otherwise meet customers’ expectations; risks related to interest rate increases, including the impact thereof on the cost of the Company’s indebtedness and the Company’s ability to raise capital if deemed necessary or advisable; risks associated with international relations and international hostilities, ~~and~~including ~~the~~any ~~impact~~escalation or worsening thereof, and their impact on economic conditions; the Company’s ability to implement its business and growth strategies and plans, including changes thereto; risks and uncertainties associated with the Company’s “buy-and-build” growth strategy, including, without limitation, that the Company may not be successful in identifying or consummating acquisitions or other strategic transactions, integration risks, risks related to indebtedness incurred by the Company in connection with the financing of acquisitions and other strategic transactions, dilution experienced by the Company’s existing stockholders as a result of the issuance of shares of the Company’s common stock in connection with acquisitions or other strategic transactions (or for other purposes), risks related to the business, operations and prospects of acquired businesses, risks that suppliers of the acquired business may not consent to the transaction or otherwise continue its relationship with the acquired business following the transaction and the impact that the loss of any such supplier may have on the results of the Company and the acquired business, risks that the Company’s goals or expectations with respect to acquisitions and other strategic transactions may not be met, ~~the risk that the contemplated acquisition pursuant to the asset purchase agreement entered into on January 30, 2026 may not be consummated when expected, or at all,~~ and risks related to the accounting for acquisitions; risks relating to the impact of pricing concessions and other measures which the Company may take from time to time in connection with its expansion efforts and pursuit of market share growth, including that they may not be successful and may adversely impact the Company’s gross margin and other financial results; technology changes; competition, including the Company’s ability to compete effectively and the impact that competition may have on the Company and its results, including the prices which the Company may charge for its products and services and on the Company’s profit margins, and competition for qualified employees; to the extent applicable, risks relating to the Company’s ability to enter into and compete effectively in new industries, as well as risks and trends related to those industries; risks relating to the Company’s relationships with its principal suppliers and customers, including the impact of the loss of any such relationship; risks that equipment sales may not result in the ancillary benefits anticipated, including that they may not lead to increases in customers (or a stronger relationship with customers) or higher gross margin sales of parts, accessories, supplies, and technical services related to the equipment, and the risk that the benefit of lower gross margin equipment sales under longer-term contracts will not outweigh the possible short-term impact to gross margin; the risk that the Company’s service operations may not expand; risks related to the Company’s indebtedness; the availability, terms and deployment of debt and equity capital if needed for expansion or otherwise; risks of cybersecurity threats or incidents, including the potential misappropriation or use of assets or confidential information, corruption of data or operational disruptions; changes in, or the failure to comply with, government regulation, including environmental regulations; litigation risks, including the costs of defending litigation and the impact of any adverse ruling; the availability and cost of inventory purchased by the Company, and the risk that inventory management initiatives may not be successful; the relative value of the United States dollar to currencies in the countries in which the Company’s customers, suppliers and competitors are located, including, in particular, that a weaker U.S. dollar would result in increased costs, which in turn would negatively affect the Company’s operating results; risks relating to the recognition of revenue, including the amount and timing thereof (including potential delays resulting from, among other circumstances, delays in installation (including due to delays in construction or the preparation of the customer’s facilities) or in receiving required supplies) and that orders in the Company’s backlog may not be fulfilled as or when expected; risks related to the adoption of new accounting standards and their impact on the Company’s financial statements and results; risks that the Company’s decentralized operating model, and that product, end-user and geographic diversity, may not result in the benefits anticipated and may change over time; risks related to organic growth initiatives and market share and other growth strategies, including that they may not result in the benefits anticipated; risks that investments, initiatives and expenses, including, without limitation, investments in acquired businesses and modernization initiatives, expenses associated with the Company’s implementation of its enterprise resource planning system and field service platform, and other investments, initiatives and expenses, may not result in the benefits anticipated; the Company’s exposure with respect to its cash balances in depositary accounts in excess of the $250,000 in maximum Federal Deposit Insurance Corporation (“FDIC“) insurance coverage; dividends may not be paid in the future; and other economic, competitive, governmental, technological and other risks and factors discussed in the Company’s filings with the Securities and Exchange Commission (the “SEC”), including, without limitation, in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2025. Many of these risks and factors are beyond the Company’s control. Further, past performance and perceived trends may not be indicative of future results. The Company cautions that the foregoing factors are not exclusive. The reader should not place undue reliance on any forward-looking statement, which speaks only as of the date made. The Company does not undertake to, and specifically disclaims any obligation to, update, revise or supplement any forward-looking statement, whether as a result of changes in circumstances, new information, subsequent events or otherwise, except as may be required by law.

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Company Overview

EVI Industries, Inc., through its wholly-owned subsidiaries (collectively, the “Company”), is a value-added distributor, and provides advisory and technical services. Through its vast sales organization, the Company provides its customers with planning, designing, and consulting services related to their commercial laundry operations. The Company sells and/or leases its customers commercial laundry equipment, specializing in washing, drying, finishing, material handling, water heating, power generation, and water reuse applications. In support of the suite of products it offers, the Company sells related parts and accessories. Additionally, through the Company’s robust network of commercial laundry technicians, the Company provides its customers with installation, maintenance, and repair services.

The Company’s operating expenses consist primarily of (a) selling, general and administrative expenses, which are comprised primarily of salaries, and commissions and marketing expenses that are variable and correlate to changes in sales, (b) expenses related to the operation of warehouse facilities, including a fleet of installation and service vehicles, and facility rent, which are payable mostly under non-cancelable operating leases, and (c) operating expenses at the parent company, including compensation expenses, fees for professional services, other expenses associated with being a public company, and expenses in furtherance of the Company’s growth strategy and initiatives.

Growth Strategy

In addition to its pursuit of organic growth initiatives, the Company’s growth strategy includes a “buy-and-build” growth strategy. The “buy” component of the strategy includes the consideration and pursuit of acquisitions and other strategic transactions which management believes would complement the Company’s existing business or otherwise offer growth opportunities for, or benefit, the Company. The “build” component of the strategy involves implementing a growth culture at acquired businesses based on the exchange of ideas and business concepts ~~among the management teams of the Company and the acquired businesses~~ as well as through certain initiatives, which may include investments in additional sales and service personnel, new product lines, enhanced service operations and capabilities, new and improved facilities, and advanced technologies. As described in greater detail in Note 4 to the unaudited condensed consolidated financial statements included in Item 1 of this Quarterly Report on Form 10-Q, onas ~~August~~of 1,the ~~2025~~date of this filing, the Company ~~acquired~~has completed two acquisitions during the fiscal year ending June 30, 2026: New York-based ASN Laundry Group was acquired on August 1, 2025 and Ohio-based Belenky was acquired on February 28, 2026. The financial position, including assets and liabilities, of ASN Laundry Group, isand Belenky are included in the Company’s consolidated balance sheet as of ~~December~~March 31, ~~2025~~ 2026, and the results of operations of ASN Laundry Group, and Belenky subsequent to the ~~August~~respective 1,closing ~~2025~~dates ~~closing~~of ~~date~~the acquisitions are included in the Company’s consolidated financial statements for the three and ~~six~~nine months ended ~~December~~March 31, ~~2025~~2026.

The Company pursues market share growth using a variety of strategies aimed at increasing the installed base of the wide range of commercial laundry equipment the Company represents. Certain market share growth tactics may, from time to time, result in lower gross margins. However, the Company believes that a greater installed base of equipment strengthens the Company’s existing customer relationships and may lead to increases in the total number of customers, consequently creating a larger and stronger customer base to which the Company may sell products and services. These may include the sale or provision of certain higher margin products and services and any additional products and services which the Company may offer or sell from time to time, including as a result of any business acquisitions, the sale or lease of complementary products, and any expansion of its service operations. From time to time, the Company also enters into longer-term contracts, including to fulfill large complex laundry projects for divisions of the federal government, where the nature of, and competition for, such contracts may result in a lower gross margin as compared to other equipment sales. While the Company generally realizes a lower gross margin from such longer-term contracts, the Company believes that the long-term benefit from the increase in its installed equipment will outweigh the possible short-term impact to gross margin.

Further, as a value-added distributor and a provider of technical services in the commercial laundry industry, the Company partners with its customers to plan, design, install, and maintain their commercial laundry operations. The nature of the Company’s business not only requires an experienced and well-trained sales organization to procure customer orders, but also requires proper, timely, and cost-effective installation ranging from single units of equipment to complex multimillion dollar laundry systems. Such installations also require coordination and collaboration with the Company’s customers and any third parties they may retain. Consequently, the recognition of revenue may from time to time be impacted by delays in construction and/or the preparation of customer facilities for the installation of purchased commercial laundry equipment and systems. This may result in decreased revenue and profit in a current period but a source of future revenue and profit through the ultimate fulfillment of the orders.

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Recent Accounting Pronouncements

Refer to Note 3 to the unaudited condensed consolidated financial statements included in Item 1 of this Quarterly Report on Form 10-Q for a description of Recently Issued Accounting Guidance.

Results of Operations

~~Six~~Nine and Three-Month ~~Period~~Periods Ended ~~December~~March 31, ~~2025~~2026 Compared to the ~~Six~~Nine and Three-Month ~~Period~~Periods Ended ~~December~~March 31, ~~2024~~2025

Revenues

Revenues for the ~~six~~nine and three-month periods ended ~~December~~March 31, ~~2025~~2026 increased $3744.28 million, or 2016%, and $227.6 million, or 248%, respectively, compared to the same periods of the prior fiscal year. The increases in revenue were primarily attributable to revenues generated by businesses acquired during the fiscal year ended June 30, 2025, as well as price increases established throughout the Company's product lines and service offerings aimed at maintaining or increasing margins to cover incremental product and operating costs.

Gross Profit

Gross profit for the ~~six~~nine and three-month periods ended ~~December~~March 31, ~~2025~~2026 increased $1317.08 million, or 2321%, and $84.08 million, or 2917%, respectively, compared to the same ~~period~~periods of the prior fiscal year. The increases were primarily the result of the increased revenues described above. Gross margins increased from 30.32% for the ~~six~~nine-month period ended ~~December~~March 31, ~~2024~~2025 to 31.15% for the ~~six~~nine-month period ended ~~December~~March 31, ~~2025~~2026 and from 2930.70% for the three-month period ended ~~December~~March 31, ~~2024~~2025 to 3032.85% for the three-month period ended ~~December~~March 31, ~~2025~~2026, in each case primarily due to changes in product and customer mix.

Selling, General and Administrative Expenses

Operating expenses increased $1217.64 million, or 2623%, and $64.18 million, or 2419%, for the ~~six~~nine and three-month periods ended ~~December~~March 31, ~~2025~~ 2026, respectively, compared to the same ~~period~~periods of the prior fiscal year. The increases are primarily attributable to (a) operating expenses of acquired businesses, including additional operating expenses at the acquired businesses in pursuit of future growth and in connection with the Company’s optimization initiatives, (b) increases in selling costs, including commissions, from increases in revenues during the periods, (c) increases in salary, professional, stock compensation, insurance, depreciation, amortization, and technology costs, and (d) with respect to the ~~six~~ nine months ended ~~December~~March 31, ~~2025~~2026, approximately $550,000 in expenses related to the Company’s participation at the industry’s largest North American exposition during such period.

Interest Expense, Net

Interest expense for the ~~six~~nine and three-month periods ended ~~December~~March 31, ~~2025~~2026 was $23.0 million and $1.10 million, respectively, compared to $1.27 million and $0.76 million for the ~~six~~nine and three-month periods ended ~~December~~March 31, ~~2024~~2025, respectively. The increases in interest expense were attributable primarily to increases in the average outstanding borrowings, partially offset by decreases in the effective interest rate incurred on outstanding borrowings.

Income Taxes

The Company’s effective tax rate was 2730.41% and 2542.1% for the ~~six~~nine and three-month periods ended ~~December~~March 31, ~~2025~~2026, respectively, compared to 3032.0% and 3439.41% for the ~~six~~nine and three-month periods ended ~~December~~March 31, ~~2024~~2025, respectively. The decrease in the effective tax rate for the nine-month comparable period is attributable to decreases in the Company's taxable presence in the jurisdictions where the Company operates partially offset by an increase in the net impact of permanent book-tax differences resulting primarily from nondeductible compensation. The increase in the effective tax rate ~~are~~for the three-month comparable period is attributable to an increase in the net impact of the permanent book-tax differences resulting primarily from nondeductible compensation partially offset by decreases in the Company's taxable presence in the jurisdictions where the Company operates.

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Net Income

Net income for the ~~six~~nine and three-month periods ended ~~December~~March 31, ~~2025~~2026 was $45.20 million and $20.48 million, respectively, compared to net income of $45.4 million and $1.10 million for the ~~six~~nine and three-month periods ended ~~December~~March 31, ~~2024~~2025, respectively. The ~~increase~~decreases in net income for the ~~three~~nine-month ~~period was~~and three-month periods were attributable primarily to the increases ~~increase~~ in ~~revenues~~operating expenses and ~~gross~~interest ~~margin~~expenses, partially offset by the ~~increase~~increases in ~~operating~~revenues ~~expenses~~and gross margin, in each case as described in further detail above.

Consolidated Financial Condition

The Company’s total assets increased from $307.0 million at June 30, 2025 to $~~315~~318.62 million at ~~December~~March 31, ~~2025~~2026. The increase in total assets was primarily attributable to an increase in current assets, including inventory and other current assets, partially offset by a decrease in accounts receivable and cash. The Company’s total liabilities increased from $163.6 million at June 30, 2025 to $~~171~~172.7 2 million at ~~December~~March 31, ~~2025~~2026. This increase was primarily the result of an increase in ~~accounts~~long-term ~~payable,~~debt ~~accrued~~and ~~expenses,~~ contract liabilities, ~~and~~ ~~long-term debt,~~ partially offset by a decrease in customer deposits.

Liquidity and Capital Resources

For the ~~six~~nine-month period ended ~~December~~March 31, ~~2025~~2026, cash decreased by approximately $4.65 million compared to aan ~~decrease~~increase of approximately $01.74 million during the ~~six~~nine-month period ended ~~December~~March 31, ~~2024~~2025. The Company’s primary sources of cash are product and service sales and borrowings under the Company’s credit facility. The Company’s primary uses of cash are purchases of the products sold by the Company, employee related costs, and the cash consideration paid in connection with business acquisitions.

Working Capital

Working capital increased from $50.6 million at June 30, 2025 to $5657.17 million at ~~December~~March 31, ~~2025~~2026, primarily reflecting increases in inventory and other current assets, and decreases in customer deposits. The increase in working capital was partially offset by increases in accounts payable and contract liabilities, and decreases in accounts receivable and cash.

Cash Flows

The following table summarizes the Company’s cash flow activity for the ~~six~~nine months ended ~~December~~March 31, ~~2025~~2026 and ~~2024~~2025 (in thousands):

	Six Months Ended
	Nine Months Ended
	December 31,
	March 31,
	2025			2024
	2026			2025
Net cash provided (used) by:
Operating activities	$	57,~~061~~246		$	211,~~176~~325
Investing activities	$	(812,~~295~~369	)	$	(1215,~~609~~742	)
Financing activities	$	~~(1,368~~587	)	$	95,~~780~~772

The individual items contributing to cash flow changes for the periods presented are detailed in the unaudited condensed consolidated statements of cash flows included in Item 1 of this Quarterly Report on Form 10-Q.

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Operating Activities

For the ~~six~~nine months ended ~~December~~March 31, ~~2025~~2026, operating activities provided cash of $57.12 million compared to $211.23 million of cash provided by operating activities during the ~~six~~nine months ended ~~December~~March 31, ~~2024~~2025. This $24.91 million ~~increase~~decrease in cash provided by operating activities was primarily attributable to changes in working capital and an increase in non-cash expenses such as depreciation and amortization, and stock compensation. The changes in working capital include increases in cash provided by operating activities from changes in accounts receivable, ~~accounts~~vendor ~~payable~~deposits, and contract liabilities, partially offset by decreases from changes in inventory, accounts payable, and customer deposits.

Investing Activities

For the ~~six~~nine months ended ~~December~~March 31, ~~2025~~2026, investing activities used cash of $812.34 million compared to $1215.67 million of cash used by investing activities during the ~~six~~nine months ended ~~December~~March 31, ~~2024~~2025. This $43.3 million decrease in cash used by investing activities was primarily attributable to a decrease in cash paid in connection with business acquisitions.

Financing Activities

For the ~~six~~nine months ended ~~December~~March 31, ~~2025~~2026, financing activities ~~used~~provided cash of $10.46 million compared to $95.8 million of cash provided by financing activities during the ~~six~~nine months ended ~~December~~March 31, ~~2024~~2025. This $115.2 million ~~increase~~decrease in cash ~~used~~provided by financing activities was primarily attributable to a decrease in net borrowings to fund acquisitions and investments.

Revolving Credit Agreement

The Credit Agreement contains certain covenants, including financial covenants requiring the Company to comply with maximum leverage ratios and minimum interest coverage ratios. The Credit Agreement also contains other provisions which may restrict the Company’s ability to, among other things, dispose of or acquire assets or businesses, incur additional indebtedness, make certain investments and capital expenditures, pay dividends, repurchase shares and enter into transactions with affiliates. At ~~December~~March 31, ~~2025~~2026, the Company was in compliance with its covenants under the Credit Agreement and $4336.0 3 million was available to borrow under the revolving credit facility.

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The Company believes that its existing cash, anticipated cash from operations and funds available under the Company’s Credit Agreement will be sufficient to fund its operations and anticipated capital expenditures for at least the next twelve months and thereafter. The Company may also seek to raise funds through the issuance of equity and/or debt securities or the incurrence of additional secured or unsecured indebtedness, including in connection with acquisitions or other transactions which may be pursued by the Company as part of its “buy-and-build” growth strategy.

Inflation

Inflation did not have a significant effect on the Company’s results during any of the reported periods. However, the Company faces risks relating to inflation and other price increases (including due to ~~the imposition of~~ tariffs), including that there is no assurance that the Company will be able to effectively increase the price of its products and services to offset increased costs and any such increase may have an adverse impact on the market for the Company’s products and services.

Transactions with Related Parties

Certain of the Company’s subsidiaries lease warehouse and office space from one or more of the principals or former principals of those subsidiaries. These leases include the following:

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Critical Accounting Estimates

In connection with the preparation of its financial statements, the Company makes estimates and assumptions, including those that affect the reported amounts of assets and liabilities, contingent assets and liabilities, and revenues and expenses during the reported periods. Estimates and assumptions made may not prove to be correct, and actual results may differ from the estimates. The accounting policies that the Company has identified as critical to its business operations and to an understanding of the Company’s financial statements remain unchanged from those described in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2025.

Item 3.

Quantitative and Qualitative Disclosures about Market Risk.

The Company’s indebtedness subjects the Company to interest rate risk. Interest rates are subject to the influence of economic conditions generally, both domestic and foreign, and also to the monetary and fiscal policies of the United States and its agencies, particularly the Federal Reserve. The nature and timing of any changes in such policies, including the imposition of tariffs, or general economic conditions and the effect they may have on the Company are unpredictable. The Company’s indebtedness may also have other important impacts on the Company, including that the Company is required to utilize cash flow to service its debt, indebtedness may make the Company more vulnerable to economic downturns, and the Company’s indebtedness subjects the Company to covenants and may place restrictions on its operations and activities, including its ability to pay dividends and take certain other actions. As of ~~December~~March 31, ~~2025~~2026, interest on borrowings under the Company’s Credit Agreement accrued at a rate, at the Company’s election at the time of borrowing, equal to (a) SOFR plus 0.11% to 0.43%, plus an additional adjustment margin that ranges between 1.25% and 1.75% depending on the Company’s consolidated leverage ratio, which is a ratio of consolidated funded indebtedness to consolidated earnings before interest, taxes, depreciation and amortization (EBITDA) (the “Consolidated Leverage Ratio”) or (b) the highest of (i) prime, (ii) the federal funds rate plus 50 basis points, and (iii) SOFR plus 100 basis points (such highest rate, the “Base Rate”), plus a margin that ranges between 0.25% and 0.75% depending on the Consolidated Leverage Ratio. Swingline loans generally bear interest at the Base Rate plus a margin that ranges between 0.25% and 0.75% depending on the Consolidated Leverage Ratio. As of ~~December~~March 31, ~~2025~~2026, the Company had approximately $5860.0 million of outstanding borrowings under the Credit Agreement with a weighted average interest rate of 5.1404%. Based on the amount outstanding at ~~December~~March 31, ~~2025~~2026, a hypothetical 1% increase in daily interest rates would increase the Company’s annual interest expense by approximately $~~580~~600,000.

All of the Company’s foreign sales require the customer to make payment in United States dollars. The Company also purchases products from a number of foreign suppliers. The Company’s purchases from foreign suppliers and sales to foreign buyers may be affected by the strength of the United States dollar relative to the currencies of the countries where its customers and suppliers are located. Particularly, a weaker U.S. dollar would result in increased costs, which in turn would negatively affect the Company’s operating results. The Company has, at times in the past, paid certain suppliers in Euros. The Company had no foreign exchange contracts outstanding at ~~December~~March 31, ~~2025~~2026 or June 30, 2025. Foreign sales and purchases may also be impacted by governmental measures, including trade policies, barriers and tariffs.

The Company’s cash is maintained in bank accounts which bear interest at prevailing interest rates. While depositary accounts are covered by FDIC insurance and the Company does not currently believe that it is exposed to significant credit risk due to the financial position of the banks in which the Company’s cash is held, the Company has exposure to the extent its cash balances exceed the current $250,000 in maximum FDIC coverage.

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Item 4.

Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) designed to ensure that information required to be disclosed in reports filed or submitted by the Company under, is recorded, processed, summarized and reported within time periods specified in the SEC’s rules and forms and is accumulated and communicated to management, including the Company’s principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. As of the end of the period covered by this Quarterly Report on Form 10-Q, the Company’s management, with the participation of the Company’s principal executive officer and principal financial officer, evaluated the effectiveness of the Company’s disclosure controls and procedures. Based on that evaluation, the Company’s principal executive officer and principal financial officer concluded that, as of ~~December~~March 31, ~~2025~~2026, the Company’s disclosure controls and procedures were effective to ensure that information required to be disclosed in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and is accumulated and communicated to the Company’s management, including the Company’s principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

The Company’s management, including the Company’s principal executive officer and principal financial officer, does not expect that the Company’s disclosure controls and procedures and internal control over financial reporting will prevent all errors and improper conduct. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that it will detect or uncover failures within the Company to disclose material information otherwise required to be set forth in the Company’s periodic reports or that the objectives of the control system will otherwise be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of improper conduct, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons or by the collusion of two or more people. Further, the design of any control system is based in part upon assumptions about the likelihood of future events, and there can be no assurance that any such design will succeed in achieving its stated goals under all potential future conditions.

Changes in Internal Control over Financial Reporting

During the quarter ended ~~December~~March 31, ~~2025~~2026, there were no changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1.

Legal Proceedings

From time to time, the Company may become involved in, or subject to, legal and regulatory claims, proceedings, demands or actions arising in the ordinary course of business. There have been no material changes with respect to such matters from the disclosure included in the “Legal Proceedings” section of the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2025.

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Item 1A.

Risk Factors

The Company’s business is subject to a number of risk factors, including those described in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2025, which should be considered together with the information contained in this Report (including in the “Forward Looking Statements” section hereof) and the Company’s other filings with the SEC.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

The Company does not have in place any formal share repurchase plans or programs. Upon request by a recipient of awards granted under the Company’s 2015 Equity Incentive Plan or 2025 Equity Incentive Plan, the Company may issue shares upon the vesting of restricted stock awards or restricted stock units, or the grant of stock awards, net of the statutory tax withholding requirements that the Company pays on behalf of its employees. For financial statement purposes, the shares withheld are treated as being repurchased by the Company and are reflected as repurchases in the Company’s condensed consolidated statements of cash flows and shareholders’ equity as they reduce the number of shares that would have been issued. The following table provides information concerning shares of the Company’s common stock treated as repurchased during the quarter ended ~~December~~March 31, ~~2025~~2026 in connection with the issuance of shares upon the vesting of restricted stock awards or restricted stock units net of statutory tax withholding requirements:

					Total Number of
					Shares Purchased as		Maximum Number
	Total Number		Average		a Part of Publicly		of Shares That May
	of Shares		Price Per		Announced		Yet Be Purchased
Period	Purchased		Share		Programs		Under the Program
October 1 – October 31, 2025		18,886	$	29.62		—		—
January 1 – January 31, 2026		223	$	24.95		—		—
November 1 – November 30, 2025		4,328		21.26		—		—
February 1 – February 28, 2026		1,792		21.87		—		—
December 1 – December 31, 2025		110		22.86		—		—
March 1 – March 31, 2026		—		—		—		—
Total		232,~~324~~015	$	2822.0421		—		—

During the quarter ended ~~December~~March 31, ~~2025~~2026, the Company did not repurchase any shares other than shares treated as repurchased upon the vesting of restricted stock awards or restricted stock units net of statutory tax withholding requirements as described and set forth above.

Item 5.

Other Information.

During the quarter ended ~~December~~March 31, ~~2025~~2026, none of the Company’s directors or Section 16 officers adopted or terminated a Rule 10b5-1 trading plan or a “non-Rule 10b5-1 trading arrangement,” as defined in Item 408(a) of Regulation S-K.

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Item 6.

Exhibits.

Exhibit
Number	Description
10.01	EVI Industries, Inc. 2025 Equity Incentive Plan (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 15, 2025)
31.01	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.02	Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
+32.01	Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
+32.02	Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	Inline XBRL Instance Document
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

+ Indicates that the document is furnished, not filed, with this Quarterly Report on Form 10-Q. All other exhibits not so indicated are filed with this Quarterly Report on Form 10-Q.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: February 9, 2026		EVI Industries, Inc.
Date: May 11, 2026		EVI Industries, Inc.
	By:	/s/ Robert H. Lazar
		Robert H. Lazar
		Chief Financial Officer

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