EVI INDUSTRIES, INC. (EVI)

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 or suppliers are located; economic uncertainty, including as it relates to governmental measures such as tariffs, legislation and judicial 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, including any 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, 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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Table of Contents

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 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 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 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, as of the date of this filing, the Company has completed two acquisitions during the fiscal

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

General

The following discussion should
be read in conjunction with the Company’s Consolidated Financial Statements and notes thereto contained in Item 8 of this Report.
See also “Cautionary Note Regarding Forward Looking Statements” preceding Part I, Item 1 of this Report.

Overview

The Company, through its wholly-owned
subsidiaries, 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 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 the pursuit of organic growth initiatives and a “buy-and-build” growth strategy. The Company’s “buy-and-build”
growth strategy includes (i) the consideration and pursuit of acquisitions and other strategic transactions which management believes
may complement the Company’s existing business or otherwise offer growth opportunities for, or benefit, the Company and (ii) the
implementation of 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 additional 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. See “Buy-and-Build Growth Strategy” below for information regarding business acquisitions consummated during
the fiscal year ended June 30, 2024 (“fiscal 2024”) and the fiscal year ended June 30, 2025 (“fiscal 2025”), as
well as an acquisition consummated subsequent to fiscal 2025 year-end.

The Company reports its results
of operations through a single operating and reportable segment.

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Total revenues for fiscal 2025
increased by 10% compared to fiscal 2024. The increase was attributable to revenues generated by businesses acquired by the Company during
fiscal 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 cost increases.

Net income for fiscal 2025 increased
by 33% from fiscal 2024. The increase in net income was primarily attributable to increases in revenue (as described above) and gross
margin, partially offset by increases in selling, general, and administrative expenses.

The Company’s operating
expenses consist primarily of (a) selling, general and administrative expenses, primarily 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, expenses associated with being a public
company and investments and other expenses in furtherance of the Company’s “buy-and-build” growth strategy and other
growth and optimization initiatives.

Buy-and Build Growth Strategy

The Company’s acquisitions
under its “buy-and-build” growth strategy described above during fiscal 2024 and fiscal 2025 were as follows:

During fiscal 2024, the Company
acquired Pennsylvania-based ALVF, Inc. (d/b/a ALCO Washer Center) and Texas-based Signature Services Corporation (d/b/a Ed Brown Distributors).
The total consideration for these transactions consisted of $2.0 million in cash and the issuance of 8,621 shares of the Company’s
common stock.

During fiscal 2025, the Company
acquired Florida-based Laundry Pro of Florida, Inc., Indiana-based O’Dell Equipment & Supply, Inc., Illinois-based Haiges Machinery,
Inc., and Wisconsin-based Girbau North America, Inc. The total consideration for these transactions was $51.0 million, consisting of $50.6
million in cash, net of cash acquired, $4.2 million in amounts payable to a seller as of June 30, 2025 related to post-closing working
capital adjustments, and the settlement of acquirer receivables of $3.8 million.

The acquired companies generally
distribute commercial, industrial, and vended laundry products and provide installation and maintenance services to the new and replacement
segments of the commercial, industrial and vended laundry industry. Acquisitions are generally effected by the Company through an existing
or newly-formed subsidiary which acquires (whether by an asset purchase, stock purchase or merger) and operates the acquired business
following the transaction. The Company, indirectly through its subsidiary, also assumes certain of the liabilities of the acquired business.
The financial position, including assets and liabilities, and results of operations of the acquired businesses following the respective
closing dates of the acquisitions are included in the Company’s consolidated financial statements.

In addition to the foregoing,
on August 1, 2025, the Company acquired New York-based ASN Laundry Group for total consideration of $0.6 million in cash. The financial
position, including assets and liabilities, and results of operations of ASN Laundry Group following the August 1, 2025 closing date of

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the acquisition will be included in the Company’s consolidated financial statements commencing in the quarter ending September 30,
2025.

See Note 3 to the Consolidated
Financial Statements included in Item 8 of this Report for additional information about the acquisitions described above.

Consolidated Financial Condition

The Company’s total assets
increased from $230.7 million at June 30, 2024 to $307.0 million at June 30, 2025. The increase in total assets was primarily attributable
to the assets of the businesses acquired during fiscal 2025, including accounts receivable, inventory, intangible assets, and goodwill.
The Company’s total liabilities increased from $94.1 million at June 30, 2024 to $163.6 million at June 30, 2025, primarily due
to increases in payables related to acquired businesses and long-term debt used to acquire such businesses.

Liquidity and Capital Resources

The Company had approximately
$8.9 million of cash at June 30, 2025 compared to $4.6 million of cash at June 30, 2024. The increase in cash was primarily due to cash
generated from operations and borrowings on the Company’s credit facility, offset in part by cash consideration paid in connection
with the Company’s business acquisitions during fiscal 2025 and capital expenditures, as well the timing of optional payments on
the Company’s credit facility. The Company’s primary sources of cash are sales of products and services, and borrowings under
its 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.

The following table summarizes
the Company’s Consolidated Statements of Cash Flows (in thousands):

For fiscal 2025, operating activities
provided cash of approximately $21.3 million compared to cash provided by operating activities of approximately $32.7 million in fiscal
2024. The $11.4 million decrease in cash provided by operating activities was primarily attributable to an increase in accounts receivable, offset in part by increases in accounts payable, accrued expenses, and net income.

Investing activities used cash
of approximately $51.8 million during fiscal 2025 compared to approximately $6.8 million in fiscal 2024. The $45.0 million increase in
cash used by investing activities is due primarily to a greater amount of cash consideration paid in connection with business acquisitions
in fiscal 2025 as compared to fiscal 2024.

Financing activities provided
cash of approximately $34.8 million in fiscal 2025 compared to cash used by financing activities of approximately $27.2 million in fiscal
2024. The $62.0 million increase in

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cash provided by financing activities
was attributable primarily to borrowings under the Company’s credit facility to fund the Company’s acquisitions in fiscal
2025.

The Company is party, as borrower,
to a syndicated credit agreement (the “Credit Agreement”). Prior to the amendment described below, the agreement allowed for
borrowings in the maximum aggregate principal amount of up to $100 million, with an accordion feature to increase the revolving credit
facility by up to $40 million for a total of $140 million. On March 26, 2025, the Company amended the Credit Agreement to increase the
maximum aggregate principal amount from $100 million to $150 million and increase the accordion feature from $40 million to $50 million,
for a total of $200 million. A portion of the revolving credit facility is available for swingline loans and for the issuance of standby
letters of credit. The amendment increased the sublimit for swingline loans from $5 million to $7.5 million and the sublimit for standby
letters of credit from $10 million to $15 million. In addition, as part of the amendment, the maturity date of the Credit Agreement was
extended from May 6, 2027 to March 26, 2030. As of June 30, 2025, $56.1 million was available to borrow under the revolving credit facility.

Pursuant to the terms of the Credit
Agreement, in connection with the discontinuation of the Bloomberg Short-Term Bank Yield Index rate (the “BSBY rate”), during
October 2024, the BSBY rate was replaced as the reference rate under the Credit Agreement by the Secured Overnight Financing Rate (“SOFR”)
plus a SOFR adjustment ranging from a minimum of 0.11% to a maximum of 0.43%. As a result, 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) 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.

The Credit Agreement contains
certain covenants, including financial covenants requiring the Company to comply with maximum leverage ratios and minimum interest cove

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