On this page of StockholderLetter.com we present the 11/27/2023 shareholder letter from EVI INDUSTRIES, INC. — ticker symbol EVI. Reading current and past EVI letters to shareholders can bring important insights into the investment thesis.

 •  11/27/2023 Letter Continued (Full PDF)
 •  11/20/2024 EVI Stockholder Letter
 •  11/20/2025 EVI Stockholder Letter
 •  EVI Benford's Law Stock Score = 79

EVI 11/27/2023 Shareholder/Stockholder Letter Transcript:

UNITED STATES 
SECURITIES AND EXCHANGE COMMISSION 
WASHINGTON, D.C. 20549 
FORM 10  K 
6 
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
For the fiscal year ended June 30, 2023 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
For the transition period from _______________________ to ____________________________________  
Commission file number   001  14757 
EVI Industries, Inc. 
(Exact name of registrant as specified in its charter) 
Delaware
11  2014231 
(State or other jurisdiction of 
incorporation or organization) 
(I.R.S. Employer 
Identification No.) 
4500 Biscayne Blvd., Suite 340, Miami, Florida  
33137 
(Address of principal executive offices)
(Zip Code) 
Registrant   s telephone number, including area code   305  402  9300 
Securities registered pursuant to Section 12(b) of the Act:   
Title of each class 
Common Stock, $0.025 par value 
Trading  
Symbol(s) 
EVI 
Name of each exchange on which registered 
NYSE American 
Securities registered pursuant to Section 12(g) of the Act: None 
Indicate by check mark if the registrant is a well  known seasoned issuer, as defined in Rule 405 of the Securities Act. 
Yes   No 6 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.  
Yes   No 6 
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  6 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  6 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    
Non  accelerated filer   


Accelerated filer 6  
Smaller reporting company 6      
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 has filed a report on and attestation to its management   s assessment of the 
effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes  Oxley Act (15 U.S.C. 7262(b)) by 
the registered public accounting firm that prepared or issued its audit report. 6 
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the 
registrant included in the filing reflect the correction of an error to previously issued financial statements.    
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive  
based compensation received by any of the registrant   s executive officers during the relevant recovery period pursuant to 
  240.10D  1(b).    
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b  2 of the Act). 

Yes       No 6  
The aggregate market value as of December 31, 2022 of the registrant   s common stock, the only class of voting or non  voting 
common equity of the registrant, held by non  affiliates of the registrant was approximately $122,066,311, based on the closing 
price of the registrant   s common stock on the NYSE American on that date. 
The number of outstanding shares of the registrant   s common stock as of September 22, 2023 was 12,586,178. 
DOCUMENTS INCORPORATED BY REFERENCE 

Portions  of  the  registrant   s  Proxy  Statement  relating  to  its  2023  Annual  Meeting  of  Stockholders  are  incorporated  by 
reference into Part III of this Form 10  K. 


TABLE OF CONTENTS 
Page 
PART I 
Item 1 
Business ....................................................................................................................................................... 4 
Item 1A 
Risk Factors ................................................................................................................................................ 10 
Item 1B 
Unresolved Staff Comments ...................................................................................................................... 20 
Item 2 
Properties .................................................................................................................................................. 20 
Item 3 
Legal Proceedings ...................................................................................................................................... 20 
Item 4 
Mine Safety Disclosures ............................................................................................................................. 20 
PART II 
Item 5 
Market for Registrant   s Common Equity, Related Stockholder Matters and  
Issuer Purchases of Equity Securities ........................................................................................................ 21 
Item 6 
[Reserved] .................................................................................................................................................. 21 
Item 7 
Management   s Discussion and Analysis of Financial Condition and  
Results of Operations ................................................................................................................................ 22 
Item 7A 
Quantitative and Qualitative Disclosures About Market Risk ................................................................... 31 
Item 8 
Financial Statements and Supplementary Data ........................................................................................ 32 
Item 9 
Changes in and Disagreements With Accountants on Accounting and  
Financial Disclosure ................................................................................................................................... 70 
Item 9A 
Controls and Procedures ........................................................................................................................... 70 
Item 9B 
Other Information ..................................................................................................................................... 75 
Item 9C 
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections ...................................................... 75 
PART III 
Item 10 
Directors, Executive Officers and Corporate Governance ........................................................................ 76 
Item 11 
Executive Compensation .......................................................................................................................... 76 
Item 12 
Security Ownership of Certain Beneficial Owners and Management and Related  
Stockholder Matters .................................................................................................................................. 77 
Item 13 
Certain Relationships and Related Transactions, and Director Independence ........................................ 78 
Item 14 
Principal Accountant Fees and Services .................................................................................................... 78 
PART IV 
Item 15 
Exhibit and Financial Statement Schedules ............................................................................................... 79 
Item 16 
Form 10  K Summary .................................................................................................................................. 81 
SIGNATURES  ................................................................................................................................................................... 82 
  i   

TERMS USED IN THIS REPORT 
Unless the context otherwise requires, references to the    Company    or    EVI    in this Annual Report on Form 
10  K (this    Report   ) refer to EVI Industries, Inc., collectively with its subsidiaries.  References in this Report to    fiscal 
2023    or any period thereof refer to the Company   s fiscal year ended June 30, 2023 or the applicable period thereof, 
as the case may be. References in this Report to    fiscal 2022    or any period thereof refer to the Company   s fiscal year 
ended June 30, 2022 or the applicable period thereof, as the case may be. 
CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS 
Certain  statements  in  this  Report  are     forward  looking  statements     within  the  meaning  of  the  Private 
Securities Litigation Reform Act of 1995. When used in this Report, 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  suppliers  are  located,  including  the  potential  of  a 
recession; 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, including the current inflationary trend, and the 
impact of inflation on the Company   s costs and its ability to increase the price of its products and services to offset 
such costs, and on the market 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 actions of foreign governments and 
the impact thereof on economic conditions, including supply chain constraints and inflationary trends; 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 
EVI Industries, Inc. and Subsidiaries | ANNUAL REPORT 2023 
2 

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 to the extent anticipated, or at all; risks related to the Company   s indebtedness; 
the availability, terms and deployment of debt and equity capital if needed for expansion or otherwise; risks related 
to potential audits of the loans received by the Company and certain of its subsidiaries under the Payroll Protection 
Program notwithstanding the previous forgiveness of the loans, and risks associated with vaccine mandates, including 
the potential loss of employees, fines for noncompliance and loss of, or future inability to secure, certain contracts, 
including with the federal government; 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; the relative value of the United States dollar 
to currencies in the countries in which the Company   s customers, suppliers and competitors are located; 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 the impact it may have 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 other investments, initiatives and expenses, may not result in the benefits 
anticipated; risks related to the soundness of financial institutions and 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;  the  risk  that  the  Company   s  compensation  policies  and  programs,  including  the 
Company   s equity compensation plan, may not have the desired effects; dividends may not be paid in the future; risks 
related to the material weakness in the Company   s internal control over financial reporting, the Company   s ability to 
remediate such weakness in the anticipated timeframe, and the costs incurred in connection therewith; and other 
economic, competitive, governmental, technological and other risks and factors discussed elsewhere in this Report, 
including, without limitation, in the    Risk Factors    section hereof, and in the Company   s other filings with the Securities 
and Exchange Commission (the    SEC   ). 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. 
EVI Industries, Inc. and Subsidiaries | ANNUAL REPORT 2023 
3 

11/27/2023 Letter Continued (Full PDF)

 

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