Filing Analysis
EVI Industries, Inc. has amended two asset purchase agreements related to the acquisition of Sudsies, Inc. and its affiliates. The amendments shift the consideration from a mix of cash and stock to 100% cash for both the asset and personal goodwill transactions.
🚩 Red Flags
- Shift to 100% cash consideration for acquisitions may indicate a desire to avoid equity dilution or, conversely, a significant cash outlay that could impact liquidity.
- Significant cash reimbursement ($860,000) to a seller (Loeb) for employee bonuses paid prior to closing is an unusual transaction structure.
📋 Key Facts
- Amendment to Transaction C Asset Purchase Agreement: Purchase price of $900,000 to be paid entirely in cash (previously $800,000 cash and $100,000 stock).
- Amendment to Transaction D Goodwill Purchase Agreement: Purchase price of $7,124,778 to be paid entirely in cash (previously $6,624,778 cash and $500,000 stock).
- The Company announced the closing of the Asset Purchases on September 1, 2026.
- Post-closing payments included ~$1.9 million to vehicle lessors and an $860,000 reimbursement to Jason Loeb for employee bonuses paid prior to closing.
EVI Industries, Inc. has entered into a series of definitive asset purchase agreements to acquire substantially all assets and assume liabilities of Sudsies (JLOJB, Inc.), Davie Dry Cleaners, LLC, and Sudsies On-Site, LLC through three distinct transaction structures.
🚩 Red Flags
- The acquisition is structured across three separate agreements (Transaction A, B, and C) which must close simultaneously, increasing execution risk.
- Significant portion of consideration involves potential dilution via the issuance of Common Stock in Transaction C.
📋 Key Facts
- Transaction A: Acquisition of JLOJB, Inc. (Sudsies) for $22,600,000 total consideration.
- Transaction B: Acquisition of Sudsies Operations and Davie Dry Cleaners for $4,000,000 total consideration.
- Transaction C: Acquisition of Sudsies On-Site for $900,000 in cash plus $100,000 worth of Common Stock.
- Total estimated transaction value exceeds $27.5 million across all three components.
- Closing is expected within 30 to 45 days, subject to conditions including simultaneous closing of all three transactions.
- Escrow requirements: Totaling approximately $2.3 million in cash held for at least 12 months to secure indemnification obligations.
EVI Industries, Inc. announced its financial results for the fiscal quarter ended March 31, 2026. The results were disclosed via a press release furnished as an exhibit to the filing.
📋 Key Facts
- The filing reports financial results for the quarter ended March 31, 2026.
- The report was filed on May 11, 2026.
- The information was furnished under Item 2.02, Results of Operations and Financial Condition.
- A press release was included as Exhibit 99.1.
EVI Industries, Inc. filed an 8-K to announce its financial results for the fiscal quarter ended December 31, 2025. The filing serves as a formal announcement of the earnings release via press release.
📋 Key Facts
- Report date: February 9, 2026
- Reporting period: Quarter ended December 31, 2025
- The company issued a press release (Exhibit 99.1) containing financial results
- Signed by Robert H. Lazar, Chief Financial Officer
EVI Industries, Inc. reported the results of its Annual Meeting of Stockholders held on December 15, 2025. The meeting resulted in the election of six directors and the approval of a new 2025 Equity Incentive Plan.
🚩 Red Flags
- Significant 'Against' votes on the 2025 Equity Incentive Plan (approx. 27% of total votes cast) may indicate shareholder dissatisfaction with dilution or compensation structures.
- Notable opposition to Say on Pay (approx. 28% against), which can signal investor concern regarding executive compensation alignment.
📋 Key Facts
- Stockholders approved the EVI Industries, Inc. 2025 Equity Incentive Plan (the '2025 Plan').
- Six director nominees were elected to terms expiring at the 2026 Annual Meeting: Henry M. Nahmad, Dennis Mack, David Blyer, Glen Kruger, Timothy P. LaMacchia, and Hal M. Lucas.
- The 2025 Equity Incentive Plan received significant opposition, with 3,100,155 votes 'Against' compared to 8,379,891 'For'.
- Stockholders approved the non-binding advisory compensation of Named Executive Officers (Say on Pay) with 8,896,676 votes 'For' and 2,497,336 'Against'.
- A non-binding vote for future Say on Pay frequency resulted in a majority preference for every three years (7,289,432 votes).
EVI Industries, Inc. filed an 8-K to announce its financial results for the fiscal quarter ended September 30, 2025. The filing serves as a formal announcement of the earnings release via Exhibit 99.1.
📋 Key Facts
- Report date: November 10, 2025
- Reporting period: Quarter ended September 30, 2025
- The filing is pursuant to Item 2.02 (Results of Operations and Financial Condition)
- Financial results were released via a press release dated November 10, 2025
EVI Industries, Inc. filed an 8-K to announce its financial results for the three and twelve months ended June 30, 2025. The filing serves as a formal notification that a press release containing these results has been issued.
📋 Key Facts
- Financial results announced for the three and twelve months ended June 30, 2025.
- The report was filed on September 11, 2025.
- Results were released via press release (Exhibit 99.1).
EVI Industries, Inc. filed an 8-K to announce its financial results for the quarter ended March 31, 2025. The filing serves as a formal announcement of earnings via a press release.
📋 Key Facts
- Report date: May 12, 2025
- Reporting period: Quarter ended March 31, 2025
- The filing includes the announcement of financial results under Item 2.02.
- A press release was issued as Exhibit 99.1.
EVI Industries, Inc. has officially closed its acquisition of Girbau North America Inc. (GNA) from Girbau S.A., acquiring all issued and outstanding shares of GNA.
📋 Key Facts
- Closing date for the Stock Purchase Agreement: April 2, 2025
- Acquisition target: All issued and outstanding shares of Girbau North America Inc. (GNA)
- Seller: Girbau S.A., a Spanish Sociedad Anonima
- Original agreement date: February 28, 2025
EVI Industries, Inc. entered into a second amendment to its existing Credit Agreement with Bank of America, N.A. and other lenders on March 26, 2025. The amendment significantly increases liquidity capacity and extends the debt maturity profile.
🚩 Red Flags
- None identified in this specific filing.
📋 Key Facts
- Increased aggregate revolving credit commitments from $100 million to $150 million.
- Increased accordion feature from $40 million to $50 million.
- Extended the maturity date of the Credit Agreement from May 6, 2027, to March 26, 2030.
- Two additional subsidiaries joined the Credit Agreement as guarantors.
EVI Industries, Inc. entered into a definitive agreement to acquire Girbau North America Inc. (GNA) for approximately $43 million. Upon completion, GNA will become a wholly-owned subsidiary of EVI.
🚩 Red Flags
- Significant transaction size ($43M) relative to typical micro-cap scale which may involve significant leverage or cash outlay.
- Integration risk mentioned in forward-looking statements regarding the impact on operating results.
📋 Key Facts
- Transaction value: Approximately $43,000,000 subject to working capital adjustments.
- Escrow component: $4,355,000 to be held in escrow for at least 15 months post-closing.
- Target entity: Girbau North America Inc. (GNA), a Wisconsin corporation.
- Expected closing: Within 30 days of the agreement date, subject to conditions.
- Termination right: Agreement may be terminated if closing does not occur by May 31, 2025.
EVI Industries, Inc. filed an 8-K to announce its financial results for the fiscal quarter ended December 31, 2024.
📋 Key Facts
- The filing was made on February 10, 2025.
- The report pertains to the quarterly earnings results for the period ending December 31, 2024.
- A press release containing the financial results was furnished as Exhibit 99.1.
EVI Industries, Inc. held its Annual Meeting of Stockholders on December 12, 2024. Shareholders approved the election of six directors and an amendment to the 2015 Equity Incentive Plan.
🚩 Red Flags
- The inclusion of 'automatic acceleration of vesting... upon a Change in Control' is a standard feature but can sometimes be used to incentivize quick exits or facilitate acquisitions.
📋 Key Facts
- Annual Meeting held on December 12, 2024.
- Six director nominees were elected for terms expiring at the 2025 Annual Meeting: Henry M. Nahmad, Dennis Mack, David Blyer, Glen Kruger, Timothy P. LaMacchia, and Hal M. Lucas.
- Shareholders approved an amendment to the 2015 Equity Incentive Plan to increase authorized shares from 3,000,000 to 3,500,000.
- The plan amendment includes automatic acceleration of vesting for outstanding awards upon a Change in Control (with certain exceptions for controlling stockholders).
EVI Industries, Inc. filed an 8-K to announce its financial results for the three months ended September 30, 2024. The filing serves as a formal announcement of the earnings release via press release.
📋 Key Facts
- Report date: November 12, 2024
- Reporting period: Three months ended September 30, 2024
- The filing includes Exhibit 99.1 containing the earnings press release
- Information is furnished under Item 2.02 and not 'filed' for purposes of Section 18 liability
EVI Industries, Inc. filed an 8-K to furnish its quarterly financial results for the three and twelve months ended June 30, 2024. The filing serves as a formal announcement of earnings via a press release.
📋 Key Facts
- Report date: September 12, 2024
- Reporting period: Three and twelve months ended June 30, 2024
- The filing includes Exhibit 99.1 (Press Release) containing financial results
- Information is furnished under Item 2.02 but not 'filed' for purposes of Section 18 liability
EVI Industries, Inc. filed an 8-K to announce its financial results for the fiscal quarter ended March 31, 2024. The filing serves as a formal announcement of the earnings release via press release.
📋 Key Facts
- Report date: May 9, 2024
- Reporting period: Quarter ended March 31, 2024
- The company issued a press release (Exhibit 99.1) containing financial results.
EVI Industries, Inc. filed an 8-K to announce its financial results for the fiscal quarter ended December 31, 2023.
📋 Key Facts
- The filing is a standard announcement of quarterly earnings (Item 2.02).
- Reporting period: Quarter ended December 31, 2023.
- Filing date: February 9, 2024.