UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM 10-K

 ANNUAL REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended June 30, 2024

 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

 (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
 Trading Symbol(s)
 Name of each exchange on which registered

 Common Stock, $0.025 par value
 EVI
 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.

 Indicate by check mark if the
registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.

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.

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).

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.

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.

 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.

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).

the registrant is a shell company (as defined in Rule 12b-2 of the Act).

 The aggregate market value as
of December 31, 2023 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 $ 137,671,636, 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 5, 2024 was 12,684,037.

 DOCUMENTS INCORPORATED BY REFERENCE

 Portions of the registrant's
Proxy Statement relating to its 2024 Annual Meeting of Stockholders are incorporated by reference into Part III of this Form 10-K.

 Page

 Item 1

 Business

 Item 1A

 Risk Factors

 Item 1B

 Unresolved Staff Comments

 Item 1C

 Cybersecurity

 Item 2

 Properties

 Item 3

 Legal Proceedings

 Item 4

 Mine Safety Disclosures

 Item 5

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item 6

 [Reserved]

 Item 7

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item 7A

 Quantitative and Qualitative Disclosures About Market Risk

 Item 8

 Financial Statements and Supplementary Data

 Item 9

 Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

 Item 9A

 Controls and Procedures

 Item 9B

 Other Information

 Item 9C

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Item 10

 Directors, Executive Officers and Corporate Governance

 Item 11

 Executive Compensation

 Item 12

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item 13

 Certain Relationships and Related Transactions, and Director Independence

 - i -

 (continued)

 Page

 Item 14

 Principal Accountant Fees and Services

 Item 15

 Exhibits and Financial Statement Schedules

 Item 16

 Form 10-K Summary

 SIGNATURES

 - ii -

 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 2024" or any period
thereof refer to the Company's fiscal year ended June 30, 2024 or the applicable period thereof, as the case may be. 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.

 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, 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 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 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;
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; dividends may not be paid in
the future; 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.

 Item 1. Business.

 General

 The Company was incorporated
under the laws of the State of Delaware on June 13, 1963. On December 21, 2018, the Company changed its name from EnviroStar, Inc. to

 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.

 Beginning in 2015, the Company
implemented a "buy-and-build" growth strategy which 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 additional information regarding
the Company's "buy-and-build" growth strategy.

 The Company seeks to maintain
a culture designed to reward performance through a variety of performance-based pay, commission programs, cash incentives, and stock-based
equity programs. Stock-based plans include a voluntary employee stock purchase plan and an equity compensation plan under which restricted
stock and other equity awards may be granted. The Company's equity compensation plan is designed to promote long-term performance,
as well as to create long-term employee retention and continuity of leadership, and align the interests of management and employees with
the long-term success of the Company. The Company believes that its restricted stock program promotes this culture and long-term performance
because restricted stock grants generally provide for long-term vesting, including in certain cases entirely at the end of the recipient's
career (age 62 or later).

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

 Available Information

 The Company files Annual Reports
on Form 10-K and Quarterly Reports on Form 10-Q, files or furnishes Current Reports on Form 8-K, files or furnishes amendments to those
reports, and files proxy and information statements with the SEC. These reports and statements, as well as beneficial ownership reports
filed by the Company's officers and directors and beneficial owners of 10% or more of the Company's common stock, may be accessed
free of charge on the SEC's website at  and, as soon as reasonably practicable after such materials are
electronically filed with, or furnished to, the SEC, on the Company's website at  The information
contained on or connected to the Company's website is not incorporated by reference into, or otherwise a part of, this Report. Further,
references to the website URL of the Company in this Report are intended to be inactive textual references only.

 Products and Services

 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 commercial and industrial
laundry equipment distributed by the Company includes washroom, finishing, material handling, and mechanical equipment such as washers
and dryers, tunnel systems and vended machines, many of which are designed to reduce utility and water consumption. Finishing equipment
distributed by the Company includes sheet feeders, flatwork ironers, automatic sheet folders, and stackers. Material handling equipment
distributed by the Company includes conveyor and rail systems. Mechanical equipment distributed by the Company includes boilers, hot water/steam
systems, power generation products, water purification, reuse and recycling systems and air compressors. Boiler products distributed by
the Company include high efficiency, low emission steam boilers, steam systems and hot water systems that are used in the laundry and
dry cleaning industry for temperature control, heating, pressing and de-wrinkling, and in the healthcare industry, food and beverage industry,
and other industrial markets, for sterilization, product sealing and other purposes. The Company also sells replacement parts and accessories
for the products it distributes.

 The Company seeks to position
and price its products to appeal to customers in each of the high-end, mid-range and value-priced markets, as the products are generally
offered in a wide range of price points to address the needs of a diverse customer base. The Company believes that its portfolio of products
affords the Company's customers a "one-stop shop" for commercial, industrial and vended laundry and dry cleaning machines,
boilers and accessories and that, as a result, the Company is able to attract and support potential customers who can choose from the
Company's broad product line.

 In addition to its distribution
of products, the Company also provides installation, maintenance and repair services to its customers. The Company believes its services
are competitively priced.

 Buy-and-Build Growth Strategy

 As
described above, in addition to its pursuit of organic growth initiatives, the Company implemented a "buy-and-build" growth
strategy in 2015. 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 Company is disciplined and conservative in its consideration of acquisitions and generally seeks to
identify opportunities that fit certain financial and strategic criteria. 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. The Company generally
seeks to structure acquisitions to include both cash and stock consideration. The Company believes the issuance of stock consideration
aligns the interests of the sellers of the acquired businesses, who the Company generally seeks to maintain to continue to operate the
acquired businesses, with the interests of the Company's other stockholders. The sellers as

 well as other key individuals at the
acquired businesses may also be provided with the opportunity to own shares of the Company's common stock through equity-based plans
of the Company.

 Acquisitions are generally
effected by the Company through a separate wholly-owned subsidiary formed for the purpose of effecting the transaction, whether by an
asset purchase or merger, and operating the acquired business following the transaction. The Company, indirectly through its applicable
wholly-owned 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.

 See "Management's
Discussion and Analysis of Financial Condition and Results of Operations" included as Part II, Item 7 of this Report and Note 3
to the Consolidated Financial Statements included in Item 8 of this Report for additional information about the acquisitions consummated
by the Company during fiscal 2023 and fiscal 2024, as well as the acquisition consummated by the Company subsequent to the fiscal 2024 year-end.

 Customers and Markets

 The Company's customer
base consists of approximately 55,000 customers located primarily in the United States, Canada, the Caribbean, and Latin America. No
single customer accounted for more than 10% of the Company's revenues for fiscal 2024 or fiscal 2023.

 The Company's commercial
and industrial laundry equipment and boilers are sold or leased to a wide range of customers, including, but not limited to, vended laundry
facilities, industrial laundry facilities, government institutions, correctional facilities, hospitals, hospital combines, nursing homes,
veterinary clinics, professional sports franchises, educational institutions, hotels, motels, food and beverage establishments, cruise
lines, and specialized users.

 Historically, the
Company has not noted any significant seasonality.

 Sales, Marketing and Customer Support

 The Company employs sales
personnel to market its products in the United States, Canada, the Caribbean, and Latin America. The Company has exclusive and nonexclusive
distribution rights to market its products. Orders for equipment and replacement parts and accessories are generally obtained by telephone,
and e-mail inquiries originated by the customer or by the Company, from existing customer relationships and from newly formed customer
relationships. The Company supports its sales and leasing activities through its websites and by advertising in trade publications, participating
in trade shows and engaging in regional promotions and incentive programs.

 The Company seeks to establish
customer satisfaction by offering:

 an experienced sales and service organization;

 comprehensive product offerings;

 competitive pricing;

 maintenance of comprehensive and well-stocked inventories of equipment, replacement parts and accessories,
often with same day or overnight availability;

 design and layout services;

 installation, maintenance and repair services;

 on-site training performed by factory trained technicians; and

 toll-free support lines and technical websites to address customer service problems.

 The Company trains its employees
to provide service and customer support. The Company uses in-person classroom training, instructional videos and vendor sponsored seminars
to educate employees about product information. In addition, the Company's technical staff has prepared training manuals, written
in English and Spanish, relating to specific training procedures. The Company's technical personnel are retrained as the Company
believes to be necessary, including in connection with the development of new technology.

 Foreign Sales

 Substantially all of the Company's
revenues from foreign activities relate to the sale of commercial and industrial laundry and dry cleaning equipment and boilers to customers
in Canada, the Caribbean, and Latin America.

 All of the Company's
foreign sales require the customer to make payment in United States dollars. Foreign sales may be affected by the strength of the United
States dollar relative to the currencies of the countries in which the Company's customers are located, as well as the strength
of the economies of the countries in which the Company's customers are located.

 Sources of Supply

 The Company purchases
commercial and industrial laundry products, dry cleaning machines, boilers and other products for distribution from a number of
manufacturers and suppliers. The major manufacturers of the products sold by the Company are American Dryer Corporation, Chicago
Dryer Company, Cleaver Brooks Inc., Continental Girbau, Inc., Dexter Laundry, Inc., FMB Group, Fulton Thermal Corp., Kannegiesser
ETECH, Maytag Corporation, Pellerin Milnor Corporation, Unipress Corporation and Whirlpool Corporation. Purchases from four
manufacturers accounted for a total of approximately 73% and 70% of the Company's product purchases for fiscal 2024 and fiscal
2023, respectively. No other manufacturers accounted for more than 10% of product purchases during fiscal 2024 or fiscal 2023. The
Company believes that it has good working relationships with its current manufacturers and suppliers. The Company has contracts with
several of the manufacturers and suppliers of the products which the Company sells and has established, long-standing relationships
with most of its manufacturers and suppliers. The Company believes that such relationships provide the Company with certain
competitive advantages, including exclusivity for certain products in certain areas and, in certain cases, favorable pricing and
other terms. While the Company has generally not experienced difficulty in purchasing products it distributes, supply chain
constraints in recent years have resulted in extended inventory lead times and resulting delays in fulfilling certain orders, as
well as increases in product costs.

 In connection with certain
business acquisitions, the business relationship between the acquired business and its principal supplier ceased. As a result, the businesses
distributed other brands from one or more of the Company's other suppliers. The Company does not believe that any such brand switches
have had a material adverse impact on the Company as a whole. However, there is no assurance that the Company or any of its acquired businesses
will maintain its relationships with any of its suppliers, and the

 loss of certain of these relationships, including the loss of a relationship
with a principal supplier and any inability to successfully mitigate the effect of the loss of such supplier, could adversely affect the
Company's business and results. See also "The Company's business and results may be adversely affected if the Company
does not maintain its relationships with its significant suppliers or customers" under "Item 1A. Risk Factors" below.

 Due to special options and
features on most of the larger and more expensive equipment ordered by customers, in most instances, the Company purchases the equipment
distributed by it after its receipt of orders from its customers. However, from time to time, including in fiscal 2024 and fiscal 2023,
the Company purchased inventory in advance to take advantage of favorable pricing at the time or for other purposes, including to support
the Company's sales growth initiatives in new distribution territories and in support of growth initiatives related to the establishment
of new manufacturer and supplier distribution relationships, and more recently to acquire inventory in light of supply chain constraints.
The Company also maintains an inventory of more standardized and smaller-sized equipment that often requires more rapid delivery to meet
customer needs.

 Competition

 The commercial and industrial
laundry and boiler distribution business is highly competitive and fragmented, with over 500 full-line or partial-line equipment distributors
in the United States. The Company's management believes that no one competitor has a major share of the market, substantially all
competitors are independently owned, and, with the exception of several regional distributors, distributors operate primarily in local
markets. In the United States, the Company's primary competition is from a number of independently owned distributors and certain
foreign manufacturers which own distribution businesses operating in North America. In foreign markets, the Company also competes with
several independently owned distributors and manufacturer-owned distribution businesses. Competition is based primarily on a distributor's
ability to effectively plan and design optimal commercial and industrial laundry facilities, competitive pricing, representation of reliable
and high-quality products, in-house installation, maintenance, and repair services, available and on-time delivery of equipment, parts,
and accessories, and the ability to provide continuous support services to the customer. The Company seeks to compete in these areas by
employing experienced and successful professionals, by offering a comprehensive product line, by employing a robust network of qualified
installation and service technicians, by maintaining optimized inventories of equipment, parts, and accessories at well-located facilities
and on service vehicles, by investing in advanced technologies designed to improve the customer experience, and by expansion of its suite
of value-added services.

 Research and Development

 The Company's research
and development efforts and expenses are generally immaterial as most of the Company's products are distributed for manufacturers
that perform their own research and development.

 Service Marks and Tradenames

 The Company is the owner of
certain service marks in the United States. The Company intends to use and protect its service marks, tradenames and other intellectual
property, as necessary.

 Compliance with Environmental and Other Government Laws and Regulations

 Over the past several decades,
federal, state, local and foreign governments have enacted environmental protection laws in response to public concerns about the environment.
A number of industries, including the commercial and industrial dry cleaning and laundry equipment industries, are subject to these evolving
laws and implementing regulations. As a supplier to the industry, the Company serves customers who are primarily responsible for compliance
with environmental regulations. Among the United States federal laws that the Company believes are applicable to the industry are the
Comprehensive Environmental Response, Compensation and Liability Act of 1980, which provides for the investigation and remediation of
hazardous waste sites, the Resource Conservation and Recovery Act of 1976, as amended, which regulates the generation and transportation
of hazardous waste as well as its treatment, storage and disposal, and the Occupational Safety and Health Act of 1970, which regulates
exposure to toxic substances and other health and safety hazards in the workplace. In addition, most states and a number of local jurisdictions
have environmental protections which are at least as stringent as the federal laws. The Company is also subject to rules and regulations
with respect to its contracts and dealings with government facilities.

 While there is no assurance
that this will be the case, including due to the fact that regulatory requirements or the interpretation or enforcement thereof are subject
to change, the Company does not believe that compliance with federal, state, local and foreign environmental and other laws and regulations
which have been adopted have had, or will have, a material effect on its capital expenditures, earnings or competitive position.

 Human Capital Resources

 As of August 1, 2024, the
Company had 750 full and part-time employees. All of the Company's employees are based in the United States. None of the Company's
employees are subject to a collective bargaining agreement. The Company believes that its relations with its employees are satisfactory.

 The Company believes that,
in order to compete and succeed in the highly competitive and fragmented commercial and industrial laundry industry, it is crucial to
continue to attract and retain experienced employees. The Company strives to create a workplace that is diverse, innovative, and safe
for its employees. The Company seeks to attract highly qualified and diverse talent and to provide its employees with growth opportunities,
competitive compensation and benefits, and a variety of training and development programs.

 As described above, the Company
seeks to maintain a culture designed to reward performance through a variety of performance-based pay, commission programs, cash incentives,
and stock-based equity programs. Stock-based plans include a voluntary employee stock purchase plan and an equity compensation plan under
which restricted stock and other equity awards may be granted. The Company's equity compensation plan is designed to promote long-term
performance, as well as to create long-term employee retention and continuity of leadership, and align the interests of management and
employees with the long-term success of the Company. The Company believes that its restricted stock program promotes this culture and
long-term performance because restricted stock grants generally provide for long-term vesting, including in certain cases entirely at
the end of the recipient's career (age 62 or later).

 In addition, as previously
described, the Company uses in-person classroom training, instructional videos and vendor sponsored seminars to educate and train its
sales personnel about product information. In addition, the Company's technical staff has prepared training manuals, written in
English and Spanish, relating to specific training procedures. The Company's technical personnel are retrained as the Company believes
to be necessary, including in connection with the development of new technology.

 Item 1A. Risk Factors.

 The Company is subject to
various risks and uncertainties, including those described below, which could adversely affect the Company's business, financial
condition, results of operations and cash flows, and the value of the Company's common stock. The risks described below are not
the only risks faced by the Company. Additional risks not presently known to the Company or other factors that the Company does not presently
perceive to present significant risks to the Company may also impair the Company's business, financial condition, results of operations
or cash flows, or the value of the Company's common stock. The risks discussed below also include forward looking statements, and
actual results and events may differ substantially from those expressed in, or implied by, the forward looking statements. See "Cautionary
Note Regarding Forward Looking Statements" preceding Part I, Item 1 of this Report.

 Risks Related to the Company's Business
and Operations

 Acquisitions and the Company's pursuit
of acquisitions and other strategic transactions subject the Company to a number of risks.

 Acquisitions are an important
element of the Company's growth strategy. Acquisitions and the Company's efforts with respect thereto involve a number of
risks, including, but not limited to:

 the ability to identify and consummate transactions with acquisition targets;

 the successful operation and integration of acquired companies;

 diversion of management's attention from other business functions and operations;

 strain on managerial and operational resources as management tries to oversee larger operations;

 difficulty implementing and maintaining effective internal control over financial reporting at the acquired businesses;

 possible loss of key employees and/or customer or supplier relationships of the acquired business (See "The
 Company's business and results may be adversely impacted if the Company does not maintain its relationships with its
 significant suppliers or customers" below); and

 exposure to liabilities of the acquired businesses.

 As a result of these or other
problems and risks, acquired businesses may not produce the revenues, earnings, cash flows or business synergies anticipated, and the
acquired businesses may not perform as expected. Accordingly, the Company may, among other things, incur higher costs and realize lower
revenues and earnings than anticipated. The Company may not be able to successfully address these problems, integrate any acquired businesses
or generate sufficient revenue to offset the associated costs or other negative effects on its business.

 In addition, acquisitions
may result in dilutive issuances of the Company's equity securities and the incurrence of debt. See "Risks Related to the
Company's Indebtedness - The Company's indebtedness may impact its financial condition and results of operations, and the
terms of the Company's indebtedness may place restrictions on the Company" below. Acquisitions may also result in contingent
liabilities, or amortization expenses, or impairment of goodwill and/or purchased long-lived assets, and restructuring charges, any of
which could adversely impact the Company's financial condition or results. Further, there are risks related to the accounting for
acquisitions, including that preliminary valuations are subject to change and any such change may impact the Company's results.

 Growth of the Company's
business through acquisitions or otherwise may place significant demands on management, as well as on the Company's accounting,
financial, information and other systems and on the Company's business. Further, management may not be able to manage the
Company's growth effectively or successfully, and the Company's financial, accounting, information and other systems may not
be able to successfully accommodate the Company's growth. In addition, the Company's accounting expenses and other professional
expenses associated with being a public company have increased as a result of the Company's growth, and such expenses may continue
to increase in the future.

 Further, the Company may not
be successful in consummating acquisitions or other strategic transactions. Expenses related to the Company's pursuit of acquisitions
and other strategic transactions may be significant and will be incurred by the Company regardless of whether the underlying acquisition
or other strategic transaction is ultimately consummated.

 Conditions beyond the Company's control
can interrupt the Company's supplies, increase its product costs and impair its ability to deliver products and services to its
customers.

 The Company obtains its products
from third-party suppliers. Although purchasing volume can provide benefits when dealing with suppliers, suppliers may not be able to
provide the products and supplies that the Company needs in the quantities and at the prices requested, including due to conditions outside
of the supplier's control. The Company is also subject to delays caused by interruptions in production and increases in product
costs based on conditions outside of the Company's control. These conditions include shortages of qualified labor for suppliers,
work slowdowns, work interruptions, strikes or other job actions by employees of suppliers, weather conditions, transportation interruptions,
unavailability of fuel or increases in fuel costs, product recalls, competitive demands, civil insurrection or social unrest, terrorist
attacks, natural disasters, epidemics, pandemics or other disease outbreaks or catastrophic events. Many of these conditions are outside
of the Company's control and could also impair the Company's ability to provide its products and services to its customers
or increase the cost of doing so. In recent years, customer demand has outpaced available supply, which has resulted in, and may continue
to result in, delays in delivering products or services to the Company's customers, as well as increases in product costs. The inability
to obtain adequate supplies of products and/or to timely provide products and services and fulfill the Company's other obligations
to its customers, whether as a result of any of the foregoing factors or otherwise, could have an adverse effect on the Company's
business, results of operations and financial condition, including, without limitation, if the Company's customers turn to other
distributors.

 In addition to the foregoing,
delays in construction of customers' facilities, whether due to supply or labor shortages or any other factors, have resulted, and
may continue to result in, delays in the Company's fulfillment of orders to such facilities, which may adversely impact the Company's
operating results and financial condition.

 Labor shortages and increases in labor costs
may have a material adverse impact on the Company's business and results of operations.

 The market for qualified employees
is highly competitive, particularly in light of recent labor shortages. The Company may be unable to continue to attract and retain qualified
personnel. In addition, increases in labor costs have resulted in, and may continue to result in, increases in the Company's operating
expenses. If labor market disruptions and/or labor cost increases continue, the Company's sales or service team could be short staffed
and would be more costly to retain, and the Company's ability to meet its customers' demands or expectations could be adversely
impacted, any of which could materially adversely affect the Company's business and results of operations.

 The Company's business and results may
be adversely affected if the Company does not maintain its relationships with its significant suppliers or customers.

 While the Company purchases
the products it distributes from a number of manufacturers and suppliers, purchases from four manufacturers accounted for a total of
approximately 73% and 70% of the Company's product purchases for fiscal 2024 and fiscal 2023, respectively. The Company believes
it has good working relationships with the manufacturers or suppliers from which the Company purchases its products. However, if such
relationships deteriorate or the Company is unable to maintain such relationships, including with any of its or its acquired businesses'
principal manufacturers or suppliers, the Company's business and results could be materially and adversely impacted. In addition,
efforts of the Company and its acquired businesses to mitigate any loss, including brand shifts, may not be successful. Further, the Company
does not have contracts with all of its manufacturers, and certain contracts the Company does have are short term agreements and can be
terminated on short notice. In addition, suppliers may not comply with the terms of any agreements or may choose to terminate such agreements,
allow such agreements to expire without renewal, or seek to revise the agreements on terms which are less favorable to the Company than
the prevailing terms, any of which could materially and adversely impact the Company's business and results.

 In addition, while the Company
distributes its products to various users, including, but not limited to, vended laundry facilities, industrial laundry facilities, government
institutions, correctional facilities, hospitals, hospital combines, nursing homes, veterinary clinics, professional sports franchises,
educational institutions, hotels, motels, food and beverage establishments, cruise lines, and specialized users, the Company's operating
results and financial condition could be materially adversely impacted if the Company loses a significant customer or fails to meet its
customers' expectations.

 The products the Company distributes could
fail to perform according to specifications or prove to be unreliable, which could damage the Company's customer relationships and
industry reputation and result in lawsuits and loss of sales.

 The Company's customers
require demanding specifications for product performance and reliability. Product defects or other failures to perform to specifications
or as expected could result in higher service costs and may damage the Company's customer relationships and industry reputation
and/or otherwise negatively impact the Company's business, operations and results. Further, the Company may be subject to lawsuits
if, among other things, any of the products it distributes fails to operate properly or causes property or other physical damage.

 The Company faces substantial competition.

 The commercial and industrial
laundry distribution and service business is highly competitive and fragmented, with over 500 full-line or partial-line equipment distributors
and service providers in the United States. The Company's management believes that no single competitor of the Company has a major
share of the market, substantially all competitors are independently owned, and, with the exception of several regional distributors,
distributors operate primarily in local markets. In the United States, the Company's primary competition is from a number of independently
owned distributors and certain manufacturers which own distribution businesses operating in North America. In foreign markets, the Company
also competes with independently owned distributors and manufacturer-owned distribution businesses. Certain of the Company's competitors
may have greater financial and other resources than the Company. In addition, some of the Company's competitors may have less indebtedness
than the Company, and therefore may have more cash and working capital available for business purposes other than debt service. The Company's
results and financial condition would be materially and adversely impacted if the Company is unable to compete effectively. Further, the
Company may not be able to adjust efficiently or effectively or otherwise operate profitably if the competitive environment changes.

 The Company also competes
for qualified employees and, in light of labor market disruptions, such competition has been more intense and led to increases in the
costs of labor. See "Labor shortages and increases in labor costs may have a material adverse impact on the Company's business
and results of operations" above.

 The Company faces risks associated with environmental
and other regulation.

 The Company's business
and operations are subject to federal, state, local and foreign environmental and other laws and regulations, including environmental
laws governing the discharge of pollutants, the handling, generation, storage and disposal of hazardous materials, substances, and wastes
and the cleanup of contaminated sites. As a public company, the Company will also be subject to any rules and regulations of the SEC and
any applicable securities exchange concerning environmental and other social issues, which may result in increased costs and compliance
efforts. The Company is also subject to rules and regulations with respect to its contracts and dealings with government facilities. The
Company may not remain in compliance with all applicable laws and regulations and could be required to incur significant costs as a result
of violations of, liabilities under, or efforts to comply with, applicable laws and regulations. In addition, violations may have other
adverse implications for the Company, including negative public relations and potential litigation. Further, the Company may incur significant
compliance costs in the event of changes to applicable laws and regulations.

 Unexpected events, such as public health issues,
natural disasters, geopolitical conflicts, civil unrest, severe weather and terrorist activities, may disrupt the Company's operations
and increase its costs.

 The outbreak of a pandemic
or public health crisis may adversely impact the Company. As previously disclosed, the Company was adversely impacted by the COVID-19
pandemic beginning at the end of the quarter ended March 31, 2020; specifically, due to delays and declines in the placement of customer
orders, the completion of equipment and parts installations, and the fulfillment of parts orders. Any future pandemic or public health
crisis may have similar or worse effects than those experienced in connection with the COVID-19 pandemic and may exacerbate certain of
the other risks set forth herein.

 The occurrence of other unexpected
events, including natural disasters, civil unrest, geopolitical conflicts (including the current conflict between Ukraine and Russia as
well as the conflict in the Middle East) and/or terrorist activities could adversely affect the Company's operations and financial
performance, including that the escalation of any conflicts or the expansion of any conflicts to impact additional regions could heighten
many of the other risk factors included in this Item 1A.

 The Company faces risks related to its foreign
sales.

 The Company's revenues
from foreign sales relate principally to the Company's sales of commercial and industrial laundry and dry cleaning equipment and
boilers to Canada, the Caribbean, and Latin America. All of the Company's foreign sales require the customer to make payment in
United States dollars. Foreign sales may be affected by the strength of the United States dollar relative to the currencies of the countries
in which customers and competitors are located, as well as the strength of the economies of the countries in which the Company's
customers are located.

 Further, conducting an international
business inherently involves a number of difficulties, risks and uncertainties, such as:

 export and trade restrictions;

 inconsistent and changing regulatory requirements;

 tariffs and other trade barriers;

 cultural issues;

 problems in collecting accounts receivable;

 political instability and international hostilities;

 local economic downturns; and

 potentially adverse tax consequences.

 Any of the above factors may
materially and adversely affect the Company's business, prospects, operating results or financial condition.

 Damages to, or disruptions at, the Company's
facilities or the facilities of a supplier or customer could adversely impact the Company's business, operating results and financial
condition.

 Although the Company has certain
limited protection afforded by insurance, the Company's business, earnings and financial condition could be materially adversely
affected if it suffers damages to, or disruptions at, its facilities. Without limiting the generality of the foregoing, the Company's
facilities, including those located in Florida, Georgia, North Carolina, Texas and the Northeast United States, are subject to hurricane
casualty and flood risk, and facilities in California are subject to earthquake and wildfire casualty risk. In addition, damages to the
facility of a supplier, whether due to, fire, natural disaster or other events, would adversely impact the Company's ability to
obtain products from that supplier when expected or at all and, accordingly, may result in delays in the delivery of the Company's
products or the provision of its services. Further, damages to the facility of a customer may adversely impact the business of the customer
and its need for products or services from the Company or result in delays in the delivery of products or provision of services to the
customer. Any of these events may materially and adversely impact the Company's business, operating results and financial condition.

 The Company's assets may suffer uninsured
losses.

 The Company attempts to ensure
that its assets, including the equipment and parts that it sells, are adequately insured to cover property and casualty losses as well
as any other liabilities to which the Company is reasonably expected to be subject. However, insurance may be expensive or difficult to
obtain, and there are certain types of losses, generally catastrophic in nature, such as losses due to wars, acts of terrorism, floods,
hurricanes, earthquakes, pollution, fire or environmental disasters or other matters, which are uninsurable or not economically insurable,
or may be insured subject to limitations, such as large deductibles or co-payments. In addition, there may in certain cases be questions
as to when the risk of loss related to products sold is transferred to the customer. If the equipment suffers a loss and risk of loss
is deemed not to have transferred to the customer, the Company may be liable for the loss, which may not be insured. If the Company's
insurance coverage is not adequate, or the Company otherwise incurs uninsured losses, the Company's operating results and financial
condition would be adversely impacted.

 The Company may also be subject
to insured losses relating to breaches of its information technology systems. See also "The Company could be negatively affected
by cyber or other security threats or other disruptions or failures to maintain the integrity of internal or customer, employee or vendor
data" below.

 The Company's
ability to manage its business and monitor results is highly dependent upon information and communication systems, and a failure of these
systems or the Company's ERP implementation could disrupt its business.

 The
Company is dependent upon a variety of internal computer and telecommunication systems to operate its business, including its enterprise
resource planning ("ERP") systems. The Company is consolidating across a number of its subsidiaries ERP software systems and
related processes to perform various functions and improve on the efficiency of the Company's business. This is a lengthy and expensive
process that diverts resources from other operations, and may result in cost overruns, project delays or business interruptions.

 Any
disruptions, delays or deficiencies in the design and/or implementation of the new ERP system, or in the performance of legacy systems,
particularly any disruptions, delays or deficiencies that impact the Company's operations, could adversely affect the Company's
ability to effectively run and manage its information systems. Further, as the Company is dependent upon its ability to gather and promptly
transmit accurate information to key decision makers, the Company's business, results of operations and financial condition may
be adversely affected if the Company's information systems do not allow the Company to transmit accurate information, even for a
short period of time. Failure to properly or adequately address these issues could impact the Company's ability to perform necessary
business operations, which could adversely affect the Company's reputation, competitive position, business, results of operations
and financial condition.

 In
addition, the information systems of acquired businesses may not be sufficient to meet the Company's standards or the Company may
not be able to successfully convert them to provide acceptable information on a timely and cost-effective basis. Furthermore, the Company
must attract and retain qualified personnel to operate its systems, expand and improve them, integrate new programs effectively with its
existing programs, and convert to new systems efficiently when required. Any disruption to the

 Company's
business due to such issues, or an increase in costs to cover these issues that is greater than anticipated, could have an adverse effect
on the Company's financial results and operations.

 The Company could be negatively affected by
cyber or other security threats or other disruptions or failures to maintain the integrity of internal or customer, employee or vendor
data.

 In the ordinary course of
its business, the Company processes, transmits and stores sensitive Company information as well as sensitive information, including personal
information, about its customers, employees and vendors. The Company's customers, employees and vendors have a high expectation
that their personal information will be adequately protected and, accordingly, the integrity and protection of such information is critical
to the Company.

 The processing,
transmission and storage of customer, employee and vendor information requires the appropriate and secure utilization of such
information and subjects the Company to risks relating thereto, including risks relating to increased focus regarding the Company's
data security compliance. Cyber-attacks, including ransomware, malware and phishing, designed to gain access to sensitive
information by breaching systems are constantly evolving. Furthermore, there has been heightened legislative and regulatory focus on
data security in the U.S. and abroad, including requirements for varying levels of customer notification in the event of a data
breach. These laws are changing rapidly and vary among jurisdictions. Requirements imposed on the Company by the payment card
industry surrounding information, security and privacy are also increasingly demanding. The Company will continue its efforts to
meet applicable privacy and data security obligations; however, it is possible that certain new obligations may be difficult to meet
and could increase the Company's costs. In addition, the Company's systems may be unable to satisfy changing requirements and
employee and customer expectations, or may require significant additional investments or time in order to do so. Further, as the
risk of cyber-attacks increases, related insurance premiums and the cost of defensive measures may also increase. In addition, the
costs to remediate security incidents or breaches that may occur could be material.

 Despite the security measures
and processes the Company has in place, efforts to protect sensitive Company, customer, employee and vendor information may not be successful
in preventing a breach in the Company's systems or detecting and responding to a breach on a timely basis. The Company has experienced
threats to, and incidents involving, its systems and information, and while none have been material to date, cyber-attacks are generally
becoming more frequent, intense, and sophisticated. As a result of a security incident or breach in the Company's systems, the Company's
systems could be interrupted or damaged, and/or sensitive information could be accessed by third parties. The Company's systems may also
be disrupted or damaged, and/or sensitive information could be released, due to other system failures, viruses, operator error
or inadvertent releases of data. In the event of a data or security breach, the Company's customers, employees or vendors could
lose confidence in the Company's ability to protect their information, which could result in the loss of key customers, employees or
vendors, or the Company's reputation could otherwise be negatively impacted, any of which may have a material adverse impact on the Company's
business or results. In addition, as the regulatory environment relating to the protection of sensitive data becomes stricter, a failure
to comply with applicable regulations could potentially subject the Company to fines, penalties, other regulatory sanctions, or lawsuits
with the possibility of substantial damages.

 In addition, damage
or disruption to the Company's systems could adversely impact the Company's ability to manage or operate its business. Further, conversions
to new information technology systems

 require effective change
management processes and may result in cost overruns, delays or business interruptions. If the Company's information technology
systems are disrupted, become obsolete or do not adequately support the Company's strategic, operational or compliance needs, the
Company's business, financial position, results of operations or cash flows may be adversely affected.

 The Company could also make
faulty decisions if the data it maintains regarding its customers, employees or vendors is inaccurate or incomplete.

 Climate change, or legal, regulatory or market
measures to address climate change, could have an adverse impact on the Company's business and results of operations.

 There is growing concern
that carbon dioxide and other greenhouse gases in the atmosphere may have an adverse impact on global temperatures, weather patterns,
and the frequency and severity of extreme weather and natural disasters. If such climate change has a negative impact on the economy,
the Company's business and results may be adversely impacted, including due to a potential decrease in the availability of, or
less favorable pricing for, water or other materials which may adversely impact the supply chain. In addition, natural disasters and
extreme weather, including those caused by climate change, could cause disruptions in the Company's operations and supply chains.
Furthermore, the increasing concern over climate change may also result in greater local, state, federal, and foreign legal requirements,
including requirements to limit greenhouse gas emissions or conserve resources, which may result in cost increases or adverse impacts
to the supply chain.

 Risks Related to the Company's Indebtedness

 The Company's indebtedness may impact
its financial condition and results of operations, and the terms of the Company's indebtedness may place restrictions on the Company.

 The Company's level
of indebtedness may have several important effects on the Company's operations, including, without limitation, that the Company
uses cash to satisfy its debt service requirements, that outstanding indebtedness and the Company's leverage position will increase
the impact on the Company of negative changes in general economic and industry conditions, as well as competitive pressures, and that
the Company's ability to obtain additional financing for acquisitions, working capital or other corporate purposes may be impacted.

 The Company is a party, as
borrower, to a syndicated credit agreement (the "Credit Agreement") 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. A portion
of the revolving credit facility is available for swingline loans of up to a sublimit of $5 million and for the issuance of standby letters
of credit of up to a sublimit of $10 million. The maturity date of the Credit Agreement is May 6, 2027. The Company had $13.0 million
outstanding under the Credit Agreement as of June 30, 2024.

 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
Bloomberg Short-Term Bank Yield Index rate (the "BSBY rate") plus a margin that ranges from 1.25% to 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) the BSBY rate plus 100 basis points (such highest rate, the "Base Rate"), plus a margin that
ranges from 0.25% to 0.75% depending on the Consolidated Leverage Ratio. Swingline loans bear interest calculated at the Base Rate plus
a margin that ranges from 0.25% to 0.75% depending on the Consolidated Leverage Ratio. During November 2023, Bloomberg Index Services
Limited announced it will discontinue the BSBY rate on November 15, 2024. Pursuant to the terms of the Credit Agreement, in connection
with the discontinuation of the BSBY rate, when determined by the administrative agent under the Credit Agreement, the BSBY rate will
be replaced with the Secured Overnight Financing Rate ("SOFR") plus a SOFR adjustment ranging from a minimum of 0.11% to
a maximum of 0.43%.

 The Credit Agreement contains
covenants applicable to the Company, including financial covenants requiring the Company to comply with maximum leverage ratios and minimum
interest coverage ratios, as well as other covenants which may place restrictions on, among other things, liens, investments, indebtedness,
fundamental changes, acquisitions, dispositions of property, making specified restricted payments (including cash dividends and stock
repurchases that would result in the Company exceeding an agreed to Consolidated Leverage Ratio), and transactions with affiliates.

 The Company may incur additional
debt financing as determined to be appropriate by management, including in connection with the financing of acquisitions or other strategic
transactions or otherwise, which would increase the Company's vulnerability to the risk factors described above related to its
level of indebtedness and may place restrictions on the Company similar or in addition to those contained in the Credit Agreement. There
is no assurance that the Company will receive any financing which the Company may seek to obtain in the future on acceptable terms or
at all, including in the event additional funds are necessary to consummate an acquisition or other strategic transaction or support
the Company's business operations.

 Risks Related to Ownership of the Company's
Common Stock

 The Company's management may be deemed
to control the Company.

 The Company's management,
including Henry M. Nahmad, the Company's Chairman, Chief Executive Officer and President, and the Company's Board of Directors
through stockholders agreement granting it the right to direct the voting of certain shares issued as consideration in acquisitions,
may be deemed to control the Company as a result of their collective voting power over shares representing approximately 57.9% of the
issued and outstanding shares of the Company's common stock as of June 30, 2024. Under the Company's Bylaws, directors are
elected by a plurality vote and all other matters put to a vote of the Company's stockholders require the affirmative vote of a
majority of the shares of the Company's common stock represented at a meeting, in person or by proxy, and entitled to vote on the
matter unless a greater percentage is required by applicable law. Consequently, other than in very limited circumstances where a greater
vote is required by applicable law, Mr. Nahmad and the other members of the Company's management, without the consent or vote of
any other stockholders of the Company, have the voting power to elect directors and approve other actions that require stockholder approval.
The interests of the Company's management may conflict with the interests of the Company's other stockholders and also could
have the effect of delaying or preventing a change in control of the Company or its management and/or adversely impact the market price
of the Company's common stock or the ability

 of the Company's other
stockholders to receive a premium for their shares in connection with any sale of the Company.

 Further, as a result of management's
controlling voting position with respect to the Company's common stock, the Company is a "controlled company" within
the meaning of the listing standards of the NYSE American, on which the Company's common stock is listed. As a "controlled
company," the Company is not required under the listing standards of the NYSE American to comply with certain corporate governance
requirements set forth therein, including:

 the requirement
 that a majority of the Company's Board of Directors consists of independent directors;

 the requirement
 that directors be recommended for nomination by, and other nominating and corporate governance
 matters be decided solely by, a nominating/corporate governance committee consisting of independent
 directors; and

 the requirement
 that executive compensation matters be decided by a compensation committee consisting of
 independent directors.

 While executive compensation
matters are determined by a compensation committee comprised solely of independent directors and the Company's Board of Directors
is currently comprised of, and has historically generally been comprised of, a majority of independent directors, the Company does not
have a standing nominating/corporate governance committee and the Company has in the past from time to time maintained a Board of Directors
not comprised of a majority of independent directors. In addition, in the discretion of the Company's Board of Directors, the Company
may choose to utilize or continue to utilize any or all of the exceptions in the future. As a result, the Company's stockholders
may not have certain of the same protections as a stockholder of other publicly-traded companies which are not "controlled companies"
and the market price of the Company's common stock may be adversely affected.

 The concentration of ownership
with respect to the Company's common stock also results in there being a limited trading volume, which may make it more difficult
for stockholders to sell their shares and increase the price volatility of the Company's common stock.

 As a "smaller reporting company,"
the Company may avail itself of reduced disclosure requirements, which may make the Company's common stock less attractive to investors.

 Under applicable SEC rules
and regulations, the Company is a "smaller reporting company" and will continue to be a "smaller reporting company"
for so long as the market value of the Company's common stock held by non-affiliates as of the end of its most recently completed
second fiscal quarter is less than $250 million. As a "smaller reporting company," the Company has relied on exemptions from
certain disclosure requirements that are applicable to other public companies. The Company may continue to rely on such exemptions for
so long as the Company remains a "smaller reporting company." These exemptions include reduced financial disclosure and reduced
disclosure obligations regarding executive compensation. The Company's reliance on these exemptions may result in the public finding
the Company's common stock to be less attractive and adversely impact the market price of, or trading market for, the Company's
common stock.

 The issuance of preferred stock and common
stock, and the authority of the Company's Board of Directors to approve issuances of preferred stock and common stock, could adversely
affect the rights of the Company's stockholders and have an anti-takeover effect.

 As permitted by Delaware
law, the Company's Board of Directors is authorized under the Company's Certificate of Incorporation, as amended (the "Certificate
of Incorporation"), to approve the issuance by the Company of up to 200,000 shares of preferred stock, and to designate the relative
rights, preferences and limitations of any preferred stock so issued, in each case, without any action on the part of the Company's
stockholders. Currently, no shares of preferred stock are outstanding. In the event that the Company issues preferred stock in the future
that has preference over the Company's common stock with respect to the payment of dividends or upon liquidation, dissolution or
winding up of the Company, the rights of holders of shares of the Company's common stock may be adversely affected. In addition,
the Company is authorized under its Certificate of Incorporation to issue up to 20,000,000 shares of common stock. Inclusive of unvested restricted stock awards, there are currently
approximately 14.0 million shares of common stock outstanding. Subject to applicable law and the rules and regulations of the NYSE
American, the Company's Board of Directors (or a committee thereof, in the case of shares issued under the Company's equity-based
compensation plan) has the power to approve the issuance of any authorized but unissued shares of the Company's common stock, and
any such issuances, including, without limitation, those under the Company's equity-based compensation plan or pursuant to any
acquisitions or other strategic transactions consummated by the Company or in connection with the financing thereof, would result in
dilution to the Company's stockholders. These provisions of the Certificate of Incorporation could also delay or prevent a change
in control of the Company or its management, and could limit the price that investors are willing to pay in the future for shares of
the Company's common stock.

 General Risks

 The Company is subject to risks relating to
evaluations of internal control over financial reporting required by Section 404 of the Sarbanes-Oxley Act of 2002

 The Company has incurred,
and expects to continue to incur, a substantial amount of management time and resources to comply with the requirements of Section 404
of the Sarbanes-Oxley Act of 2002. In this Report, the Company's management has provided an assessment as to the effectiveness
of the Company's internal control over financial reporting. In addition, pursuant to Section 404(b) of the Sarbanes-Oxley Act of
2002, management's assessment of the effectiveness of the Company's internal control over financial reporting is subject
to attestation by the Company's independent registered public accounting firm. This Report includes such attestation. However,
there is no assurance that the Company will continue to timely comply with such requirements. While the material weakness in internal
control identified as of June 30, 2023 has been remediated (as discussed in further detail under Item 9A ("Controls and Procedures")
of this Report), there can be no assurance that additional material weaknesses will not be identified in the future (or, if identified,
remedied in a timely fashion or at all), any of which may adversely affect the market price of the Company's common stock. In addition,
the Company's compliance efforts will continue to require significant expenditures and devotion of management time, and may divert
management's attention from the Company's operations.

 In addition, while businesses
acquired during the fiscal year covered by the applicable Annual Report on Form 10-K are permitted to be excluded from the scope of management's
report on internal

 control over financial reporting
and the related auditor attestation for such Annual Report on Form 10-K (as is the case with the exclusion of the businesses acquired
by the Company in fiscal 2024 from the scope of management's report on internal control over financial reporting and the related
auditor attestation for this Report), the Company will face challenges and be required to incur expenses in connection with, and devote
significant management time to, the internal control over financial reporting of acquired businesses. There is no assurance that any
issues, deficiencies, significant deficiencies or material weaknesses in internal controls identified at acquired businesses will be
remedied in a timely or cost-efficient manner or at all.

 Internal control over financial
reporting may not prevent or detect misstatements due to inherent limitations in internal control systems. An internal control system,
no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system
are met, and 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. See Item 9A ("Controls and Procedures") of this Report for related discussion.

 The Company's success depends on key
personnel, the loss of whom could harm the Company's business, operating results and financial condition.

 The Company's business
is dependent on the active participation of its executive officers, including Henry M. Nahmad and Tom Marks. The loss of the services
of any of these individuals could adversely affect the Company's business and prospects. In addition, the Company's success
is dependent on its ability to retain and attract additional qualified management and other personnel. Competition for such talent is
intense, and the Company may not be successful in attracting and retaining such personnel.

 Litigation and legal and regulatory proceedings,
the costs of defending the same and the impact of any finding of liability or damages could adversely impact the Company and its financial
condition and operating results.

 The Company may from time
to time become subject to litigation and other legal and regulatory proceedings. Litigation and other legal and regulatory proceedings
may require the Company to incur significant expenses, including those relating to legal and other professional fees. In addition, litigation
and other legal and regulatory proceedings are inherently uncertain, and adverse outcomes in litigation or other legal proceedings could
adversely affect the Company's financial condition and operating results.

 Item 1B. Unresolved Staff Comments.

 None.

 Item 1C. Cybersecurity.

 The Company has established
security practices and safeguards designed to help identify and protect against intentional and unintentional misappropriation or corruption
of its information technology systems, data, and operational continuity. The Company conducts risk assessments to identify potential
cybersecurity threats, which include evaluating the likelihood and potential impact of these threats, identifying system and network
vulnerabilities, and assessing the effectiveness of the Company's existing controls. Upon identification and assessment of risks,
the Company develops and implements what

 management believes to be
appropriate measures in order to manage these risks, which may involve enhancing security controls, implementing new technologies, training
employees, or changing business processes. The Company maintains change management processes, monitoring practices, and data protection
measures designed to mitigate cybersecurity risks and regularly test its systems for potential threats. Such processes and practices
to assess, identify, and manage cybersecurity incidents are integrated into the Company's overall enterprise risk assessment process.

 The Company's
information security team, which is led by the Company's Director of Information Technology and also includes the
Company's Chief Financial Officer and other members of the Company's internal audit and finance departments, is
responsible for assessing and managing the Company's cybersecurity risks and data protection practices. The Company's
Director of Information Technology has over 10 years of experience in managing cybersecurity risks and advising on cybersecurity
matters.

 The Company's Board of Directors
is responsible for the oversight of management's efforts to address cybersecurity risks. The Board of Directors has designated
the Audit Committee with the responsibility of overseeing and reporting to the Board on management's handling of cybersecurity risk management
and on the adequacy and effectiveness of the Company's cybersecurity risk management strategy. Management also updates the Audit
Committee and the Board on an on-going basis concerning any significant cybersecurity incidents or risk exposures that have come to management's
attention during the conduct of their assessments, the steps management has taken to mitigate such exposures, and any changes to the
processes of identifying, assessing, and monitoring cybersecurity threats.

 During the fiscal year ended
June 30, 2024, the Company has not identified any cybersecurity incidents that have materially affected or are reasonably likely to materially
affect the Company, including its business strategy, results of operations or financial condition.

 Item 2. Properties.

 The Company's principal
executive offices are located in Miami, Florida. The Company's principal properties include warehousing and distribution facilities
and administrative office space, all of which are leased (generally for terms of three to ten years).

 At June 30, 2024, the Company
had a total of 32 warehousing and distribution facilities and administrative facilities located across 19 U.S. states. Senior management
and support staff are located at the Company's principal executive offices and other administrative offices mostly adjacent to
the Company's warehousing and distribution facilities. The facilities have an aggregate of approximately 400,000 square feet of
space. The Company believes that its facilities are sufficient to meet the Company's present operating needs.

 Item 3. Legal Proceedings.

 In the ordinary course of
business, the Company may from time to time be involved in, or subject to, legal and regulatory claims, proceedings, demands or actions.
Litigation and other proceedings are inherently uncertain and the outcome thereof cannot be predicted or determined in advance. In addition,
the Company's costs of defending against litigation and other proceedings, demands and actions could be material and would generally
be payable by the Company regardless of the merits of the claim. As of the date of filing of this Report, the Company is not aware of
any pending legal proceedings to which the Company, including any of its subsidiaries, is a party which is expected to be material to
the Company.

 Item 4. M ine
Safety Disclosures.

 Not applicable.

 Item 5. Market for Registrant's
Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

 The Company's common
stock is traded on the NYSE American under the symbol "EVI."

 As of September 5, 2024,
there were approximately 157 holders of record of the Company's common stock.

 The declaration and payment
of cash dividends with respect to the Company's common stock is determined by the Company's Board of Directors based on the
Company's financial condition and liquidity needs and other factors deemed relevant by the Company's Board of Directors,
and may 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 7 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 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.

 On October 4, 2023, the Company's
Board of Directors declared a special cash dividend on the Company's common stock of $0.28 per share (totaling approximately $4.1
million in the aggregate), which was paid on October 26, 2023 to stockholders of record at the close of business on October 16, 2023.
No dividends were declared or paid during fiscal year 2023.

 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 to be
paid on October 7, 2024 to stockholders of record at the close of business on September 26, 2024. As described above, future
dividends will be considered in light of the Company's financial position and liquidity needs, and other factors deemed
relevant by the Company's Board of Directors.

 See Part III, Item 12 of
this Report for information regarding securities authorized for issuance under the Company's equity-based compensation plans.

 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 equity
incentive plan, the Company may issue shares upon vesting of restricted stock awards or upon issuance of stock awards, net of the statutory
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 upon vesting.

 During the quarter ended
June 30, 2024, the Company did not repurchase any shares of its common stock.

 Item 6. [Reserved].

 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.

 Beginning in 2015, the Company
implemented a "buy-and-build" growth strategy which 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, 2023 ("fiscal 2023") and the fiscal year ended June
30, 2024 ("fiscal 2024").

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

 Total revenues for fiscal
2024 decreased by less than 1% compared to fiscal 2023. The decrease in revenues during fiscal 2024 is due primarily to the timing of
receipt and delivery of products to customers due to construction or other delays which impacted the ability of certain customers to
receive products. Additionally, there were large industrial jobs completed during fiscal 2023 which generated significant revenues. These
decreases were offset in part by 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, and revenues generated by businesses
acquired by the Company during fiscal 2024 as well as businesses acquired by the Company during fiscal 2023 whose results were consolidated
in the Company's financial statements for all of fiscal 2024 as compared to just the period of fiscal 2023 from the respective
closing date of the acquisition through the end of fiscal 2023.

 Net income for fiscal 2024
decreased by 42% from fiscal 2023. The decrease in net income was attributable primarily to 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, including increased expenses attributable to the Company's investments for future growth, and expenses in furtherance
of the Company's "buy-and-build" growth strategy.

 Buy-and Build Growth Strategy

 The Company's acquisitions
under its "buy-and-build" growth strategy described above during fiscal 2023 and fiscal 2024 were as follows:

 During fiscal 2023, the Company
acquired Massachusetts-based Aldrich Clean-Tech Equipment Corp., North Carolina-based K&B Laundry Service, LLC, Alabama-based Wholesale
Commercial Laundry Equipment Company SE, LLC, and Maryland-based Gluno, Inc. (d/b/a Express Parts and Services). The total consideration
for these transactions consisted of $2.4 million in cash and the issuance of 24,243 shares of the Company's common stock.

 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 $1.9 million in cash and the issuance of 8,621 shares of the Company's
common stock.

 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 a separate
wholly-owned subsidiary formed by the Company for the purpose of effecting the transaction, whether by an asset purchase or merger, and
operating the acquired business following the transaction. The Company, indirectly through its applicable wholly-owned 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 July 1, 2024, the Company acquired Florida-based Laundry Pro of Florida, Inc. for total consideration of $5.9 million in cash. The
financial position, including assets and liabilities, and results of operations of Laundry Pro of Florida, Inc. following the July 1,
2024 closing date of the acquisition will be included in the Company's consolidated financial statements commencing in the quarter
ending September 30, 2024.

 See Note 3 to the Consolidated
Financial Statements included in Item 8 of this Report for additional information about the acquisitions completed by the Company during
fiscal 2023 and fiscal 2024, as well as the subsequent acquisition of Laundry Pro of Florida, Inc.

 Consolidated Financial Condition

 The Company's total
assets decreased from $253.8 million at June 30, 2023 to $230.7 million at June 30, 2024. The decrease in total assets was primarily
attributable to a decrease in current assets, as

 described below under "Liquidity
and Capital Resources." The Company's total liabilities decreased from $122.9 million at June 30, 2023 to $94.1 million at
June 30, 2024, primarily due to decreases in accounts payable and long-term debt.

 Liquidity and Capital Resources

 The Company had approximately
$4.6 million of cash at June 30, 2024 compared to $5.9 million of cash at June 30, 2023. The decrease in cash was primarily due to optional
debt repayments in excess of borrowings under the Company's credit facility, cash consideration paid in connection with the Company's
business acquisitions during fiscal 2024 and capital expenditures, offset in part by increases to cash generated from operations. 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):

 Fiscal Year Ended June 30,

 Net cash provided (used) by:

 2024

 2023

 Operating activities

 $
 32,652

 $

 Investing activities

 $
 (6,816
)

 $
 (5,986
)

 Financing activities

 $
 (27,199
)

 $
 6,993

 For fiscal 2024, operating
activities provided cash of approximately $32.7 million compared to cash provided by operating activities of approximately $0.9 million
in fiscal 2023. The $31.8 million increase in cash provided by operating activities was primarily attributable to decreases in accounts
receivable as a result of improved collections and decreases in inventory as result of a tightening supply chain and reduced lead times,
offset by decreases in net income and operating liabilities.

 Investing activities used
cash of approximately $6.8 million during fiscal 2024 compared to approximately $6.0 million in fiscal 2023. The $0.8 million increase
in cash used by investing activities is due primarily to a greater amount of cash consideration paid for capital expenditures in fiscal
2024 as compared to fiscal 2023.

 Financing activities
used cash of approximately $27.2 million in fiscal 2024 compared to cash provided by financing activities of approximately $7.0
million in fiscal 2023. The $34.2 million increase in cash used by financing activities was attributable primarily to optional
repayments of borrowings under the Company's credit facility and a cash dividend paid during fiscal 2024.

 The Company is a party, as
borrower, to a syndicated credit agreement (the "Credit Agreement") 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. A portion
of the revolving credit facility is available for swingline loans of up to a sublimit of $5 million and for the issuance of standby letters
of credit of up to a sublimit of $10 million. As of June 30, 2024, $66.0 million was available to borrow under the revolving credit facility.

 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
Bloomberg Short-Term Bank Yield Index rate (the "BSBY rate") plus a margin that ranges from 1.25% to 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) the BSBY rate plus 100 basis points (such highest rate, the "Base Rate"),
plus a margin that ranges from 0.25% to 0.75% depending on the Consolidated Leverage Ratio. Swingline loans bear interest calculated
at the Base Rate plus a margin that ranges from 0.25% to 0.75% depending on the Consolidated Leverage Ratio. During November 2023, Bloomberg
Index Services Limited announced it will discontinue the BSBY rate on November 15, 2024. Pursuant to the terms of the Credit Agreement,
in connection with the discontinuation of the BSBY rate, when determined by the administrative agent under the Credit Agreement, the
BSBY rate will be replaced with the Secured Overnight Financing Rate ("SOFR") plus a SOFR adjustment ranging from a minimum
of 0.11% to a maximum of 0.43%.

 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. As of June 30, 2024, the Company was in compliance with its covenants
under the Credit Agreement.

 The obligations of the Company
under the Credit Agreement are collateralized 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 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 from the filing of this Report, 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 pursued by the Company as part of its "buy-and-build"
growth strategy.

 Off-Balance Sheet Financing

 As of June 30, 2024, the
Company had no off-balance sheet financing arrangements within the meaning of Item 303(a)(4) of Regulation S-K.

 Results of Operations

 Revenues

 Revenues for fiscal 2024
decreased by approximately $0.6 million (less than 1%) from fiscal 2023. The decrease in revenues during fiscal 2024 is due primarily
to the timing of receipt and delivery of products to the Company's customers due to construction or other delays which impacted
the ability of certain customers to receive products. Additionally, there were large industrial jobs completed during the fiscal 2023
which generated significant revenues. These decreases were offset in part by 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, and revenues generated by businesses acquired by the Company during fiscal 2024 as
well as businesses acquired by the Company during fiscal 2023 whose results were consolidated in the Company's financial statements
for all of fiscal 2024 as compared to just the period of fiscal 2023 from the respective closing date of the acquisition through the
end of fiscal 2023.

 Cost of Sales and Selling,
General and Administrative Expenses

 Fiscal Year Ended

 2024

 2023

 As a percentage of revenues:

 Cost of sales, net

 70.2
 %

 70.7
 %

 As a percentage of revenues:

 Selling, general and administrative expenses

 26.5
 %

 24.6
 %

 Cost of sales, expressed
as a percentage of revenues, decreased to 70.2% in fiscal 2024 from 70.7% in fiscal 2023, representing gross margins of 29.8% in fiscal
2024 and 29.3% in fiscal 2023. The decrease in cost of sales, as a percentage of revenues, and increase in gross margin were primarily
attributable to favorable changes in product and customer mix. The increase in gross margin is also attributable to the Company's
efforts to drive higher quality sales opportunities from promoting solution selling as a value-added distributor. Longer-term federal
government contracts entered into during fiscal 2024 lowered gross margins by 30 basis points.

 Selling, general and administrative
expenses increased by approximately $6.4 million (7%) in fiscal 2024 compared to fiscal 2023, primarily due 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 salary, rent, technology costs, professional fees, and insurance
costs to support the Company's growth, and (c) stock compensation, including an increase from the acceleration of the vesting of
certain restricted stock awards and restricted stock units in accordance with their terms during fiscal 2024. As a percentage of revenues,
selling, general and administrative expenses increased to 26.5% in fiscal 2024 from 24.6% in fiscal 2023.

 Interest Expense

 Interest expense,
net increased by approximately $0.2 million (9%) in fiscal 2024 compared to fiscal 2023. The increase is due primarily to increases in
the average outstanding debt balance.

 Provision for Income
Taxes

 The Company's effective
income tax rate was 36.4% for fiscal 2024 compared to 30.6% in fiscal 2023. The increase in the effective income tax rate in fiscal 2024
is attributable to an increase in the net impact of permanent book-tax differences resulting primarily from nondeductible compensation
and lower net income.

 Inflation

 Inflation did not have a
significant effect on the Company's results during fiscal 2024 or fiscal 2023. However, the Company faces risks relating to inflation,
including the current inflationary trend,

 which may have an adverse
impact on the market for the Company's products and services, 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.

 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 the Company or its 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. Monthly base rental payments were $12,000 during the
initial term of the lease. The Company exercised its option to renew the lease for the first three-year renewal term, which commenced
in October 2021. Base rent for the first renewal term is $19,000 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 $252,000 and $228,000 during fiscal 2024 and fiscal 2023, respectively.

 On October 31, 2017, the
Company's wholly-owned subsidiary, Tri-State Technical Services, entered into lease agreements pursuant to which it leases a total
of 81,000 square feet of warehouse and office space from an affiliate of Matt Stephenson, former President of Tri-State. Monthly base
rental payments totaled $21,000 during the initial terms of the leases. Each 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 leases for the first
three-year renewal term, which commenced in October 2022. Base rent for the first renewal term is $25,000. In addition to base rent,
Tri-State is responsible under the leases for costs related to real estate taxes, utilities, maintenance, repairs and insurance. From
May 1, 2023 through May 31, 2024, Tri-State Technical Services also leased an additional 50,000 square feet of space from Mr. Stephenson
for a base rental payment of $15,000 per month. Payments under these leases totaled approximately $493,000 and $306,000 during fiscal
2024 and fiscal 2023, respectively.

 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. Monthly base rental payments under
this lease were $26,000 initially. Pursuant to the lease agreement, on January 1, 2019, the lease expanded to cover additional warehouse
space and, in connection therewith, monthly base rental payments under this lease increased to $36,000. In addition to base rent, AAdvantage
is responsible under the lease for costs related to real estate taxes, utilities, maintenance, repairs and insurance. 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. Base rent for the first renewal term is $40,000 per month. Payments
under this lease totaled approximately $464,000 and $432,000 during fiscal 2024 and fiscal 2023, respectively.

 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. Monthly
base

 rental payments were $11,000
during the initial term of the lease. 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. 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. Base rent for the first year of the renewal term is $12,500 per month. Payments under this lease totaled approximately
$150,000 and $146,000 during fiscal 2024 and fiscal 2023, respectively.

 Critical Accounting Estimates

 Use of Estimates

 In
connection with the preparation of its financial statements in accordance with generally accepted accounting principles in the United
States of America ("GAAP"), the Company makes estimates and assumptions, including those that affect the reported amounts
of assets and liabilities, contingent assets and liabilities, and the reported amounts of 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 estimates
that the Company has identified as critical to its business operations and to an understanding of the Company's financial statements
are set forth below. The critical accounting estimates discussed below are not intended to be a comprehensive list of all of the Company's
accounting policies. In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP, with no need
for management's judgment in their application. There are also areas in which management's judgment in selecting any available
alternative would not produce a materially different result.

 Revenue Recognition

 Performance Obligations and Revenue Over Time

 Revenue primarily consists
of revenues from the sale or leasing of commercial and industrial laundry and dry cleaning equipment and steam and hot water boilers
manufactured by others; the sale of related replacement parts and accessories; and the provision of installation and maintenance services.
The Company generates revenue primarily from the sale of equipment and parts to customers. Therefore, the majority of the Company's
contracts are short-term in nature and have a single performance obligation (to deliver products), and the Company's performance
obligation is satisfied when control of the product is transferred to the customer. Other contracts contain a combination of equipment
sales and services expected to be performed in the near-term, which services are distinct and accounted for as separate performance obligations.
Judgment may be required by management to identify the distinct performance obligations within each contract. Revenue is recognized on
these contracts when control transfers to the Company's customers via shipment of products or provision of services and the Company
has the right to receive consideration for these products and services. Additionally, from time to time, the Company enters into longer-termed
contracts which provide for the sale of equipment by the Company and the provision by the Company of related installation and construction
services. The installation on these types of contracts is usually completed within six to twelve months. The Company recognizes a portion
of its revenue over time using the cost-to-cost measure of progress, which measures a contract's progress toward completion based
on the ratio of actual contract costs incurred to date to the Company's estimated costs at completion adjusted for uninstalled
materials, as necessary. Significant judgment may be required by management in the cost estimation process for these contracts,
which is based on the knowledge and experience of the Company's

 project managers, subcontractors
and financial professionals. Changes in job performance and job conditions are factors that influence estimates of the total contract
transaction price, total costs to complete those contracts and the Company's revenue recognition. The
determination of the total estimated cost and progress toward completion requires management to make significant estimates and assumptions.
Total estimated costs to complete projects include various costs such as direct labor, material and subcontract costs. Changes in these
estimates can have a significant impact on the revenue recognized each period. From time to time, the Company also enters into maintenance
and service contracts. These longer-term contracts, maintenance and service contracts have a single performance obligation where revenue
is recognized over time using the cost-to-cost measure of progress, which best depicts the continuous transfer of control of goods or
services to the customer.

 The Company measures revenue,
including shipping and handling fees charged to customers, as the amount of consideration it expects to be entitled to receive in exchange
for its products or services, net of any taxes collected from customers and subsequently remitted to governmental authorities. Costs
associated with shipping and handling activities performed after the customer obtains control are accounted for as fulfillment costs.

 Revenue from products transferred
to customers at a point in time is recognized when obligations under the terms of the contract with the Company's customer are
satisfied, which generally occurs with the transfer of control upon shipment.

 Revenues that are recognized
over time include (i) longer-termed contracts that include an equipment purchase with installation and construction services, (ii) maintenance
contracts, and (iii) service contracts.

 Contract Assets and Liabilities

 Contract assets and liabilities
are presented in the Company's condensed consolidated balance sheets. Contract assets consist of unbilled amounts resulting from
sales under longer-term contracts when the cost-to-cost method of revenue recognition is utilized and revenue recognized exceeds the
amount billed to the customer. As noted above, the cost estimation process for these contracts may require significant judgment by management.
The Company typically receives progress payments on sales under longer-term contracts as work progresses, although for some contracts
the Company may be entitled to receive an advance payment. Contract assets also include retainage. Retainage represents a portion of
the contract amount that has been billed, but for which the contract allows the customer to retain a portion of the billed amount (generally,
from 5% to 20% of contract billings) until final contract settlement. Retainage amounts are generally classified as current assets within
the Company's consolidated balance sheets. Retainage that has been billed, but is not due until completion of performance and acceptance
by customers, is generally expected to be collected within one year. Contract liabilities consist of advanced payments, billings in excess
of costs incurred and deferred revenue.

 Goodwill

 The Company evaluates goodwill
for impairment annually or more frequently when an event occurs or circumstances change that indicate that the carrying value may not
be recoverable. Goodwill is tested for impairment at the reporting unit level by first performing a qualitative assessment to determine
whether it is more likely than not that the fair value of the reporting unit is less than its carrying value. If the

 reporting unit does not pass
the qualitative assessment, then the reporting unit's carrying value is compared to its fair value. If the fair value is determined to
be less than the carrying value, a second step is performed to measure the amount of impairment loss. This step compares the current
implied goodwill in the reporting unit to its carrying amount. If the carrying amount of the goodwill exceeds the implied goodwill, an
impairment is recorded for the excess. The identification and measurement of goodwill impairment involves the estimation of the fair
value of the reporting unit and involves uncertainty because management must use judgment in determining appropriate assumptions to be
used in the measurement of fair value. The Company performed its annual impairment test on April 1, 2024 and determined there was no
impairment.

 Customer Relationships, Tradenames and Other Intangible Assets

 Customer relationships, tradenames,
non-competes, and other intangible assets are stated at cost less accumulated amortization. These assets with a finite-life are amortized
on a straight-line basis over the estimated future periods to be benefited (5-10 years). The estimates of fair value of the Company's
indefinite-lived intangibles are based on information available as of the date of the assessment and take into account management's
assumptions about expected future cash flows and other valuation techniques. The Company reviews the recoverability of intangible assets
that are amortized based primarily upon an analysis of undiscounted cash flows from the intangible assets. In the event the expected
future cash flows become less than the carrying amount of the assets, an impairment loss would be recorded in the period the determination
is made based on the fair value of the related assets.

 Income Taxes

 The Company follows Financial
Accounting Standards Board ("FASB") ASC Topic 740, "Income Taxes" ("ASC 740"). Under the asset and
liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributed to differences
between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets
and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences
are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is
recognized in income in the period that includes the enactment date. If it is determined that it is more likely than not that some portion
of a deferred tax asset will not be realized, a valuation allowance is recognized.

 Significant judgment is required
in developing the Company's provision for income taxes, deferred tax assets and liabilities, and any valuation allowances that
might be required against the deferred tax assets. Management evaluates the Company's ability to realize its deferred tax assets
on a quarterly basis and adjusts its valuation allowance when it believes that it is more likely than not that the asset will not be
realized.

 See Note 10 to the Consolidated
Financial Statements included in Item 8 of this Report for additional information regarding income taxes.

 Recently Issued Accounting Guidance

 See Note 2 to the Consolidated
Financial Statements included in Item 8 of this Report for a description of Recently Issued Accounting Guidance.

 Item 7A. Quantitative and Qualitative Disclosures
About Market Risk.

 Market risk is defined as
the risk of loss arising from adverse changes in market valuations resulting from interest rate risk, foreign currency exchange rate
risk, commodity price risk and equity price risk. The Company's primary market risk is interest rate 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 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 will be required to
utilize cash flow to service the debt, indebtedness may make the Company more vulnerable to economic downturns, and the Company's
indebtedness subjects the Company to covenants, which may place restrictions on its operations and activities, including its ability
to pay dividends and take certain other actions. Interest on borrowings under the Company's Credit Agreement accrue at a rate,
at the Company's election at the time of borrowing, equal to (a) the BSBY rate plus a margin that ranges from 1.25% to 1.75% depending
on the Company's Consolidated Leverage Ratio or (b) the highest of (i) prime, (ii) the federal funds rate plus 50 basis points,
and (iii) the BSBY rate plus 100 basis points (such highest rate, the "Base Rate"), plus a margin that ranges from 0.25%
to 0.75% depending on the Consolidated Leverage Ratio. During November 2023, Bloomberg Index Services Limited announced it will discontinue
the BSBY rate on November 15, 2024. Pursuant to the terms of the Credit Agreement, in connection with the discontinuation of the BSBY
rate, when determined by the administrative agent under the Credit Agreement, the BSBY rate will be replaced with the Secured Overnight
Financing Rate ("SOFR") plus a SOFR adjustment ranging from a minimum of 0.11% to a maximum of 0.43%. As of June 30, 2024,
the Company had approximately $13.0 million of outstanding borrowings under the Credit Agreement, which accrued interest at a weighted
average rate of 6.64%. Based on the amounts outstanding at June 30, 2024, a hypothetical 1% increase in daily interest rates would increase
the Company's annual interest expense by approximately $130,000.

 All of the Company's
export sales require the customer to make payment in United States dollars. Accordingly, foreign sales may be affected by the strength
of the United States dollar relative to the currencies of the countries in which the Company's customers are located, as well as
the strength of the economies of the countries in which the Company's customers are located. The Company has, at times in the past,
paid certain suppliers in Euros. The Company had no foreign exchange contracts outstanding at June 30, 2024 or 2023.

 The Company's cash
is maintained in bank accounts which bear interest at prevailing interest rates. While depositary accounts are covered by Federal Deposit
Insurance Corporation ("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, there recently have been adverse
events related to the soundness of financial institutions, including a number of smaller bank failures, and the Company has exposure
to the extent its cash balances exceed the current $250,000 in maximum FDIC coverage.

 Item 8. Financial Statements and Supplementary Data.

 EVI
Industries, Inc. and Subsidiaries

to Consolidated Financial Statements

 Page

 Report of Independent Registered Public Accounting Firm (BDO USA, P.C.; Miami, Florida; PCAOB ID # 243)

 Consolidated Balance Sheets at June 30, 2024 and 2023

 Consolidated Statements of Operations for the years ended June 30, 2024 and 2023

 Consolidated Statements of Shareholders' Equity for the years ended June 30, 2024 and 2023

 Consolidated Statements of Cash Flows for the years ended June 30, 2024 and 2023

 Report of Independent Registered Public Accounting
Firm

 Shareholders and Board of Directors

 Miami, Florida

 Opinion on the Consolidated
Financial Statements

 We have audited the
accompanying consolidated balance sheets of EVI Industries, Inc. (the "Company") as of June 30, 2024 and 2023, the
related consolidated statements of operations, shareholders' equity, and cash flows for each of the years then ended, and the
related notes (collectively referred to as the "consolidated financial statements"). In our opinion, the consolidated
financial statements present fairly, in all material respects, the financial position of the Company at June 30, 2024 and 2023, and
the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally
accepted in the United States of America.

 We also have audited, in accordance with the
standards of the Public Company Accounting Oversight Board (United States) ("PCAOB"), the Company's internal control over
financial reporting as of June 30, 2024, based on criteria established in Internal Control – Integrated Framework (2013)
issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") and our report dated September 12, 2024
expressed an unqualified opinion thereon.

 Basis for Opinion

 These consolidated financial
statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's
consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to
be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations
of the Securities and Exchange Commission and the PCAOB.

 We conducted our audits in accordance with the
standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated
financial statements are free of material misstatement, whether due to error or fraud.

 Our audits included performing procedures to
assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures
that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the
consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made
by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide
a reasonable basis for our opinion.

 Critical Audit Matter

 The critical audit matter communicated below
is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated
to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and
(2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter
in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit
matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

 Revenue Recognition – Estimated Costs
to Complete

 As described in Note 2 to the consolidated financial
statements, the Company recognizes a portion of its revenue over time using the cost-to-cost measure of progress, which measures a contract's
progress toward completion based on the ratio of actual contract costs incurred to date to the Company's estimated costs at completion,
adjusted for uninstalled materials, as necessary. The cost estimation process for these contracts is based on the knowledge and
experience of the Company's project managers, subcontractors and financial professionals. Changes in job performance and job conditions
are factors that influence estimates of the total contract transaction price, total costs to complete those contracts and the Company's
revenue recognition.

 We identified the determination of the total
estimated cost and progress toward completion of revenue contracts as a critical audit matter. These elements require management to
make significant estimates and assumptions. Total estimated costs to complete projects include various costs such as direct labor, material
and subcontract costs. Changes in these estimates can have a significant impact on the revenue recognized each period. Auditing these
elements involved auditor judgment in evaluating the reasonableness of management's assumptions and estimates over the duration
of these contracts.

 The primary procedures we performed to address
this critical audit matter included:

 Performing retrospective review of contracts
opened and closed during the year to assess management's historical ability to accurately estimate the cost at completion and investigating
reasons for significant changes in a) expected cost at completion, and b) project margins.

 Assessing the reasonableness of the estimated
costs to complete for certain open projects through:

 i)
 Testing the completeness and
accuracy of underlying data used in the estimate by evaluating the project budgets and the nature of costs required to complete;

 ii)
 Confirming total cost incurred
and estimated cost to complete with subcontractors; and

 iii)
 Assessing the nature of activities required to complete open projects.

 /s/ BDO USA, P.C.

 We have served as the Company's auditor since
2018.

 Miami, Florida

 September 12, 2014

 Consolidated Balance Sheets

 (In thousands, except share and per share data)

 ASSETS

 2024

 2023

 Current assets

 Cash

 $
 4,558

 $
 5,921

 Accounts receivable, net of allowance for expected credit losses

 40,932

 48,391

 Inventories, net

 47,901

 59,167

 Vendor deposits

 1,657

 2,291

 Contract assets

 1,222

 1,181

 Other current assets

 5,671

 8,547

 Total current assets

 101,941

 125,498

 Equipment and improvements, net

 13,950

 12,953

 Operating lease assets

 8,078

 8,714

 Intangible assets, net

 22,022

 24,128

 Goodwill

 75,102

 73,388

 Other assets

 9,566

 9,166

 Total assets

 $
 230,659

 $
 253,847

 Consolidated Balance Sheets

 (In thousands, except share and per share data)

 LIABILITIES AND
 SHAREHOLDERS' EQUITY

 2024

 2023

 Current liabilities

 Accounts payable and accrued expenses

 $
 30,904

 $
 38,730

 Accrued employee expenses

 11,370

 10,724

 Customer deposits

 24,419

 23,296

 Contract liabilities

 -

 Current portion of operating lease liabilities

 3,110

 3,027

 Total current liabilities

 69,803

 76,445

 Deferred income taxes, net

 5,498

 5,023

 Long-term operating lease liabilities

 5,849

 6,554

 Long-term debt, net

 12,903

 34,869

 Total liabilities

 94,053

 122,891

 Commitments and contingencies (Note 14)

 Shareholders' equity

 Preferred stock, $ 1.00 par value; authorized shares – 200,000; none issued and outstanding

 -

 -

 Common stock, $.025 par value; authorized shares – 20,000,000; 12,868,709 shares issued at June 30, 2024 and 12,711,558 shares issued at June 30, 2023, including shares held in treasury

 Additional paid-in capital

 106,540

 101,225

 Retained earnings

 34,183

 32,608

 Treasury stock, 184,672 shares, at cost, at June 30, 2024 and 134,001 shares, at cost, at June 30, 2023

 ( 4,439
)

 ( 3,195
)

 Total shareholders' equity

 136,606

 130,956

 Total liabilities and shareholders' equity

 $
 230,659

 $
 253,847

 Consolidated Statements of Operations

 (in thousands, except per share data)

 For the year
 ended

 2024

 2023

 Revenues

 $
 353,563

 $
 354,173

 Cost of sales

 248,310

 250,490

 Gross profit

 105,253

 103,683

 Selling, general and administrative expenses

 93,625

 87,177

 Operating income

 11,628

 16,506

 Interest expense, net

 2,744

 2,507

 Income before provision for income taxes

 8,884

 13,999

 Provision for income taxes

 3,238

 4,280

 $
 5,646

 $
 9,719

 Net earnings per share – basic

 $
 0.39

 $
 0.68

 Net earnings per share – diluted

 $
 0.37

 $
 0.67

 Consolidated Statements of Shareholders'
Equity

 (In thousands, except share data)

 Additional

 Common Stock

 Paid-in

 Treasury Stock

 Retained

 Shares

 Amount

 Capital

 Shares

 Cost

 Earnings

 Total

 Balance at June 30, 2022

 12,650,126

 $

 $
 97,544

 127,801

 $
 ( 3,070
)

 $
 22,889

 $
 117,679

 Share repurchases

 -

 -

 -

 6,200

 ( 125
)

 -

 ( 125
)

 Vesting of restricted shares

 31,757

 ( 1
)

 -

 -

 -

 -

 Issuances of shares under employee stock purchase plan

 5,432

 -

 -

 -

 -

 Issuances of shares in connection with acquisitions

 24,243

 -

 -

 -

 Stock compensation

 -

 -

 3,062

 -

 -

 -

 3,062

 -

 -

 -

 -

 -

 9,719

 9,719

 Balance at June 30, 2023

 12,711,558

 101,225

 134,001

 ( 3,195
)

 32,608

 130,956

 Share repurchases

 -

 -

 -

 50,671

 ( 1,244
)

 -

 ( 1,244
)

 Vesting of restricted shares

 142,814

 ( 4
)

 -

 -

 -

 -

 Issuances of shares under employee stock purchase plan

 5,716

 -

 -

 -

 -

 Issuances of shares in connection with acquisitions

 8,621

 -

 -

 -

 -

 Amount of dividends paid ($ 0.28 per share)

 -

 -

 -

 -

 -

 ( 4,071
)

 ( 4,071
)

 Stock compensation

 -

 -

 4,974

 -

 -

 -

 4,974

 -

 -

 -

 -

 -

 5,646

 5,646

 Balance at June 30, 2024

 12,868,709

 $

 $
 106,540

 184,672

 $
 ( 4,439
)

 $
 34,183

 $
 136,606

 Consolidated Statements of Cash Flows

 (In thousands)

 Years ended June 30,

 2024

 2023

 Operating activities:

 $
 5,646

 $
 9,719

 Adjustments to reconcile net income to net cash provided by operating activities:

 Depreciation and amortization

 5,983

 6,024

 Amortization of debt discount

 Provision for bad debt expense

 Non-cash lease expense

 Stock compensation

 4,974

 3,062

 Inventory reserve

 ( 178
)

 Provision for deferred income taxes

 Other

 ( 103
)

 (Increase) decrease in operating assets:

 Accounts receivable

 7,028

 ( 5,664
)

 Inventories

 11,901

 ( 8,302
)

 Vendor deposits

 ( 527
)

 Contract assets

 ( 41
)

 Other assets

 2,476

 ( 4,296
)

 (Decrease) increase in operating liabilities:

 Accounts payable and accrued expenses

 ( 8,234
)

 ( 4,164
)

 Accrued employee expenses

 2,114

 Customer deposits

 1,017

 1,567

 Contract liabilities

 ( 668
)

 Net cash provided by operating activities

 32,652

 Investing activities:

 Capital expenditures

 ( 4,867
)

 ( 3,708
)

 Cash paid for acquisitions, net of cash acquired

 ( 1,949
)

 ( 2,278
)

 Net cash used by investing activities

 ( 6,816
)

 ( 5,986
)

 Financing activities:

 Dividends paid

 ( 4,071
)

 -

 Proceeds from borrowings

 62,500

 77,000

 Debt repayments

 ( 84,500
)

 ( 70,000
)

 Repurchases of common stock in satisfaction of employee tax withholding obligations

 ( 1,244
)

 ( 125
)

 Issuances of common stock under employee stock purchase plan

 Net cash (used) provided by financing activities

 ( 27,199
)

 6,993

 Net (decrease) increase in cash

 ( 1,363
)

 1,947

 Cash at beginning of year

 5,921

 3,974

 Cash at end of year

 $
 4,558

 $
 5,921

 Supplemental information:

 Cash paid for interest

 $
 2,783

 $
 2,469

 Cash paid for income taxes

 $
 4,575

 $
 3,099

 Supplemental disclosure of non-cash financing activities

 Common stock issued for acquisitions

 $

 $

 1. General

 Nature of Business

 EVI Industries, Inc., indirectly
 through its subsidiaries (EVI Industries, Inc. and its subsidiaries, collectively, the "Company"), is a value-added distributor,
 and provides advisory and technical services to customers located primarily in the United States, Canada, the Caribbean, and Latin America.
 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 reports its results of operations
 through a single operating and reportable segment.

 "Buy-and-Build" Growth Strategy

 Beginning in 2015, the Company
 implemented 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.

 The businesses acquired by the Company 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 a separate
 wholly-owned subsidiary formed by the Company for the purpose of effecting the transaction, whether by an asset purchase or merger, and
 operating the acquired business following the transaction. In connection with each transaction, the Company, indirectly through its applicable
 wholly-owned 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.

 See Note 3 for information about the acquisitions
consummated by the Company during the fiscal year ended June 30, 2024 ("fiscal 2024") and the fiscal year ended June 30,
2023 ("fiscal 2023"), as well as the acquisition consummated by the Company subsequent to the fiscal 2024 year-end.

 2. Summary
 of Significant Accounting Policies

 Principles of Consolidation

 The accompanying consolidated financial statements include the accounts of EVI Industries, Inc. and its subsidiaries, all of which are wholly-owned. All significant intercompany transactions and balances have been eliminated in consolidation.

 Revenue Recognition

 The Company recognizes revenue, net of sales taxes, when a sales arrangement with a customer exists (sales contract, purchase or sales order, or other indication of an arrangement), the transaction price is fixed and determinable, and the Company has satisfied the performance obligation(s) per the sales arrangement.

 Performance Obligations and Revenue Over Time

 Revenue primarily consists of revenues from
the sale or leasing of commercial and industrial laundry and dry cleaning equipment and steam and hot water boilers manufactured by others;
the sale of related replacement parts and accessories; and the provision of installation and maintenance services. The Company generates
revenue primarily from the sale of equipment and parts to customers. Therefore, the majority of the Company's contracts are short-term
in nature and have a single performance obligation (to deliver products), which is satisfied when control of the product is transferred
to the customer. Other contracts contain a combination of equipment sales with a service such as connection of the equipment, which is
expected to be performed in the near-term. Such services are distinct and accounted for as separate performance obligations. The Company
allocates the transaction price to each performance obligation based on its relative standalone selling price out of the total consideration
of the contract. Judgment may be required by management to identify
the distinct performance obligations within each contract. Revenue is recognized on these contracts when control transfers to the Company's
customers via shipment of products or provision of services and the Company has the right to receive consideration for these products
and services. Additionally, from time to time, the Company enters into longer-termed contracts which provide for the sale of equipment
by the Company and the provision by the Company of related installation and construction services. The installation on these types of
contracts is usually completed within six to twelve months. The Company recognizes a portion of its revenue over time using the cost-to-cost
measure of progress, which measures a contract's progress toward completion based on the ratio of actual contract costs incurred
to date to the Company's estimated costs at completion adjusted for uninstalled materials, as necessary. Significant judgment may
be required by management in the cost estimation process for these contracts, which is based on the knowledge and experience of the Company's
project managers, subcontractors and financial professionals. Changes in job performance and job conditions are factors that influence
estimates of the total contract transaction price, total costs to complete those contracts and the Company's revenue recognition.
The determination of the total estimated cost and progress toward completion requires management to make significant estimates and assumptions.
Total estimated costs to complete projects include various costs such as direct labor, material and subcontract costs. Changes in these
estimates can have a significant impact on the revenue recognized each period. From time to time, the Company also enters into maintenance
contracts and ad hoc maintenance and installation service contracts. These longer-term contracts, and maintenance and service contracts
have a single performance obligation where revenue is recognized over time using the cost-to-cost measure of progress, which best depicts
the continuous transfer of control of goods or services to the customer.

 The Company measures revenue, including shipping and handling fees charged to customers, as the amount of consideration it expects to be entitled to receive in exchange for its goods or services, net of any taxes collected from customers and subsequently remitted to governmental authorities. Costs associated with shipping and handling activities performed after the customer obtains control are accounted for as fulfillment costs and are not promised services that have to be further evaluated under revenue recognition standards.

 Revenue from products transferred to customers at a point in time include commercial and vended laundry parts and equipment sales and accounted for approximately 83 % and 85 % of the Company's revenue for fiscal 2024 and fiscal 2023, respectively. Revenue from products transferred to customers at a point in time is recognized when obligations under the terms of the contract with the Company's customer are satisfied, which generally occurs with the transfer of control upon shipment.

 The Company's products are typically sold with a manufacturer's warranty. Accordingly, warranty expense and product returns have not been significant.

 Revenues that are recognized over time include (i) longer-termed contracts that include equipment purchased with installation and construction services, (ii) maintenance contracts, and (iii) service contracts. Revenue from products and services that are recognized over time accounted for approximately 17 % and 15 % of the Company's revenue for fiscal 2024 and fiscal 2023, respectively.

 Contract Assets and Liabilities

 Contract assets and liabilities are presented in the Company's consolidated balance sheets. Contract assets consist of unbilled amounts resulting from sales under longer-term contracts when the cost-to-cost method of revenue recognition is utilized and revenue recognized exceeds the amount billed to the customer. As noted above, the cost estimation process for these contracts may require significant judgment by management. The Company typically receives progress payments on sales under longer-term contracts as work progresses, although for certain contracts, the Company may be entitled to receive an advance payment. Contract assets also include retainage. Retainage represents a portion of the contract amount that has been billed, but for which the contract allows the customer to retain a portion of the billed amount (generally, from 5 % to 20 % of contract billings) until final contract settlement. Retainage amounts are generally classified as current assets within the Company's consolidated balance sheets. Retainage that has been billed, but is not due until completion of performance and acceptance by customers, is generally expected to be collected within one year. Contract liabilities consist of advanced payments, billings in excess of costs incurred and deferred revenue.

 Costs, estimated earnings and billings on longer-term contracts when the cost-to-cost method of revenue recognition is utilized as of June 30, 2024 and 2023 consisted of the following (in thousands):

 2024

 2023

 Costs incurred on uncompleted contracts

 $

 1,795

 $

 13,378

 Estimated earnings

 2,268

 Less: billings to date

 ( 1,190

)

 ( 16,148

)

 Retainage

 1,015

 Ending balance

 $

 1,222

 $

 These amounts are included in the Company's
consolidated balance sheets under the following captions (in thousands):

 2024

 2023

 Contract assets

 $
 1,222

 $
 1,181

 Contract liabilities

 -

 ( 668
)

 Ending balance

 $
 1,222

 $

 Contract liabilities are generally associated
with contracts with durations of less than one year. Accordingly, such amounts are expected to be realized during the subsequent year.
During fiscal 2024, all of the contract liabilities outstanding as of June 30, 2023 were realized.

 The Company does not account for significant financing components if
the period between the time when the transfer of the product or service to the customer occurs and when the customer pays for that service
or product will be one year or less. The Company does not disclose the value of remaining performance obligations for contracts with an
original expected period of one year or less or performance obligations for which the Company recognizes revenue at the amount that it
has the right to invoice for services performed.

 Goodwill

 Goodwill is recorded when the purchase price paid for an acquisition exceeds the fair value of net assets acquired in a business combination. The Company evaluates goodwill for impairment annually or more frequently when an event occurs or circumstances change that indicate that the carrying value may not be recoverable. Goodwill is tested for impairment at the reporting unit level by first performing a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying value. If the reporting unit does not pass the qualitative assessment, then the reporting unit's carrying value is compared to its fair value. If the fair value is determined to be less than the carrying value, a second step is performed to measure the amount of impairment loss. This step compares the current implied goodwill in the reporting unit to its carrying amount. If the carrying amount of the goodwill exceeds the implied goodwill, an impairment is recorded for the excess. The identification and measurement of goodwill impairment involves the estimation of the fair value of the reporting unit and involves uncertainty because management must use judgment in determining appropriate assumptions to be used in the measurement of fair value. The Company performed its annual impairment test on April 1, 2024 using the qualitative assessment to evaluate relevant events and circumstances such as macroeconomic conditions, cost factors, financial performance, and others. Based on the assessment, the Company determined there was no impairment.

 Accounts Receivable

 Accounts receivable are customer obligations due under what management believes to be customary trade terms. Invoices are typically due upon receipt, however, the Company may grant extended payment terms, typically 30 days, for certain customers. The Company sells its products primarily to hospitals, nursing homes, government institutions, laundry plants, hotels, motels, vended laundry facilities and distributors and dry cleaning stores and chains. The Company performs continuing credit evaluations of its customers' financial condition and depending on the terms of credit, the amount of the credit granted and management's history with a customer,

 the Company may require the customer to grant a security interest in the purchased equipment as collateral for the receivable. Management reviews accounts receivable on a regular basis to determine whether it is probable that any amounts are impaired. The Company includes any balances that are deemed probable to be impaired in its overall allowance for doubtful accounts. The provision for doubtful accounts is recorded in selling, general and administrative expenses in the consolidated statements of operations. If customary attempts to collect a receivable are not successful, the receivable is then written off against the allowance for doubtful accounts. The Company's allowance for doubtful accounts was $ 2.1 million at both June 30, 2024 and June 30, 2023. Actual write-offs may vary from the recorded allowance.

 Cash

 The Company's cash is maintained
in bank accounts which bear interest at prevailing interest rates and are covered by Federal Deposit Insurance Corporation ("FDIC")
insurance. The Company has not historically experienced any losses in its cash accounts and 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 monitors
the strength and credit worthiness of financial institutions in which it holds its cash. However, there recently have been adverse events
related to the soundness of financial institutions, including a number of smaller bank failures, and the Company has exposure to the
extent its cash balances exceed the current $ 250,000 in maximum FDIC coverage.

 Inventories

 Inventories consist principally of equipment inventories and spare part inventories. Equipment inventories are valued at the lower of cost, determined on the specific identification method or average cost, or net realizable value. Spare part inventories are valued at the lower of cost, determined on average cost or first-in first-out method, or net realizable value. Lower of cost or net realizable value adjustments are recorded in cost of goods sold in the consolidated statement of operations. The Company records a reserve for aging or slow-moving inventory.

 The Company established reserves of approximately $ 1.1 million and $ 994,000 as of June 30, 2024 and 2023, respectively, against slow moving inventory.

 Vendor Deposits

 Vendor deposits represent advances made to the Company's vendors for specialized inventory on order.

 Equipment, Improvements and Depreciation

 Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated on straight-line methods over useful lives of five to seven years for furniture and equipment, five years for vehicles, and the shorter of ten years or the remaining lease term (including renewal periods that are deemed reasonably assured) for leasehold improvements. Depreciation and amortization of property and equipment is included in selling, general and administrative expenses in the consolidated statements of operations. Repairs and maintenance costs are expensed as incurred.

 Software Capitalization

 The Company capitalizes certain costs related to the acquisition and development of internal use software, including implementation costs incurred in a cloud computing arrangement, during the application development stages of projects. The Company amortizes these costs using the straight-line method over the estimated useful life of the software, typically seven years. Costs incurred during the preliminary project or

 the post-implementation/operation stages of the project are expensed as incurred. Capitalized computer software, included as a component of equipment and improvements, net and other assets, in the accompanying consolidated balance sheets, net of accumulated amortization, was $ 848,000 and $ 576,000 at June 30, 2024 and 2023, respectively. Computer software amortization expense was $ 189,000 and $ 112,000 in fiscal 2024 and fiscal 2023, respectively. Amortization of capitalized software is included in selling, general and administrative expenses in the consolidated statements of operations.

 Customer-Related Intangibles, Tradenames and Other Intangible Assets

 Finite-lived intangibles are amortized over their estimated useful life while indefinite-lived intangibles and goodwill are not amortized. Customer-related intangibles, non-compete, and other finite-lived intangible assets are stated at cost less accumulated amortization, and are amortized on a straight-line basis over the estimated future periods to be benefited ( 5 - 10 years). The estimates of fair value of the Company's indefinite-lived intangibles and long-lived assets are based on information available as of the date of the assessment and takes into account management's assumptions about expected future cash flows and other valuation techniques. Amortization of finite-lived intangibles is included in selling, general and administrative expenses in the consolidated statements of operations. The Company also evaluates indefinite-lived intangible assets each reporting period to determine whether events and circumstances continue to support an indefinite useful life. The Company performed its annual impairment test on April 1, 2024 using the qualitative assessment to evaluate relevant events and circumstances such as macroeconomic conditions, cost factors, financial performance, and others. Based on the assessment, the Company determined there was no impairment.

 Asset Impairments

 The Company periodically reviews the carrying amounts of its long-lived assets, including property, plant and equipment and finite-lived intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted cash flows expected to be generated by the asset. If an asset is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of are reported at the lower of their carrying amount or fair value less estimated costs to sell. The Company has concluded that there was no impairment of long-lived assets in fiscal 2024 or fiscal 2023.

 Estimates

 The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Management evaluates these estimates on an ongoing basis. Estimates which may be particularly significant to the Company's consolidated financial statements include those relating to the determination of impairment of assets (including goodwill and intangible assets), the useful life of property and equipment, the recoverability of deferred income tax assets, allowances for expected credit losses, intangible assets, estimates to complete on contracts where revenue is recognized over time, the carrying value of inventories and long-lived assets, and the timing of revenue recognition. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the recognition of revenues and expenses and the carrying value of assets and liabilities that are not readily apparent from other sources. Assumptions

 and estimates may, however, prove to have been incorrect, and actual results may differ from these estimates.

 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. During fiscal 2024 and fiscal 2023, the Company granted restricted stock awards of 175,801
and 222,672 shares, respectively, and 85,672 and 128,985 restricted stock units, respectively, under the EVI Industries, Inc. 2015 Equity
Incentive Plan, as amended (see Note 17). Shares of restricted stock are deemed to constitute a second class of stock for accounting
purposes. Basic and diluted earnings per share for fiscal 2024 and fiscal 2023 are computed as follows (in thousands, except per share
data):

 For the years ended

 2024

 2023

 $
 5,646

 $
 9,719

 Less: distributed and undistributed income allocated to non-vested restricted common stock

 1,193

 Net income allocated to EVI Industries, Inc. shareholders

 $
 4,929

 $
 8,526

 Weighted average shares outstanding used in basic earnings per share

 12,650

 12,553

 Dilutive common share equivalents

 Weighted average shares outstanding used in diluted earnings per share

 13,218

 12,804

 Basic earnings per share

 $
 0.39

 $
 0.68

 Diluted earnings per share

 $
 0.37

 $
 0.67

 At June 30, 2024, other than 1,475,740 unvested shares subject to restricted
stock awards or restricted stock units, there were no potentially dilutive securities outstanding. The remaining 354,610 shares of restricted
common stock were not included in the calculation of diluted earnings per share because their impact was anti-dilutive. At June 30, 2023,
other than 1,028,963 shares subject to restricted stock

 awards or restricted stock units, there were no potentially dilutive securities outstanding. The remaining 732,119 shares of restricted common stock were not included in the calculation of diluted earnings per share because their impact was anti-dilutive.

 Supplier Concentration

 The Company purchases laundry, dry cleaning equipment, boilers and other products from a number of manufacturers and suppliers. Purchases from four manufacturers accounted for a total of approximately 73 % of the Company's purchases for fiscal 2024 and 70 % of the Company's purchases for fiscal 2023.

 Advertising Costs

 The Company expenses the cost of advertising as of the first date an advertisement is run. The Company incurred approximately $ 852,000 and $ 778,000 of advertising costs in fiscal 2024 and fiscal 2023, respectively, which are included in selling, general and administrative expenses in the consolidated statements of operations.

 Shipping and Handling

 Shipping and handling costs associated with inbound freight are capitalized to inventories and relieved through cost of sales as inventories are sold. Shipping and handling costs associated with the delivery of products are included in selling, general and administrative expenses.

 Fair Value of Certain Current Assets and Current Liabilities

 Fair value is the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. The inputs used to measure fair value are prioritized based on a three-level hierarchy. The three levels of inputs used to measure fair value are as follows:

 Level 1 - Quoted prices in active markets for identical assets and liabilities.

 Level 2 - Observable inputs other than quoted prices included in Level 1. This includes dealer and broker quotations, bid prices, quoted
prices for similar assets and liabilities in active markets, or other inputs that are observable or can be corroborated by observable
market data.

 Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets
or liabilities. This includes discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

 The Company has no assets or liabilities that are adjusted to fair value on a recurring basis. The Company did not have any assets or liabilities measured at fair value on a nonrecurring basis, other than assets and liabilities from acquisitions, during fiscal 2024 or fiscal 2023.

 The Company's cash, accounts receivable and accounts payable
are reflected in the accompanying consolidated financial statements at cost, which approximated estimated fair value, using Level 1 inputs.
Cash is maintained with various high-quality financial institutions and have original maturities of three months or less. Accounts receivable
and accounts payable approximate their fair value due to the short term nature of such accounts. The fair value of the Company's
indebtedness was estimated using Level 2 inputs based on quoted prices for those or similar debt instruments using applicable interest
rates as of June 30, 2024 and approximated the carrying value of such debt because it accrues interest at variable rates that are repriced
frequently. This approximates fair value based on the variable interest rate.

 Customer Deposits

 Customer deposits represent advances paid by or amounts billed to customers when placing orders for equipment with the Company, in advance of delivery.

 Net Investment in Sales Type Leases

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

 Income Taxes

 The Company recognizes income taxes using the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributed to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the

 enactment date. If it is determined that it is more likely than not that some portion of a deferred tax asset will not be realized, a valuation allowance is recognized.

 Judgment is required in developing the Company's provision for income taxes, deferred tax assets and liabilities, and any valuation allowances that might be required against the deferred tax assets. Management evaluates the Company's ability to realize its deferred tax assets on a quarterly basis and adjusts the valuation allowance when it believes that it is more likely than not that the asset will not be realized. There were no valuation allowance adjustments during fiscal 2024 or fiscal 2023.

 The Company accounts for uncertainty in income taxes using a two-step
approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining
if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including
resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount which
is more than 50 % likely of being realized upon ultimate settlement. The Company considers many factors when evaluating and estimating
its tax positions and tax benefits, which may require periodic adjustments and which may not accurately reflect actual outcomes. The
Company does not believe that there are any material unrecognized tax benefits as of June 30, 2024 or 2023 related to tax positions taken
on its income tax returns. The Company's policy is to classify interest and penalties related to unrecognized tax benefits, if
and when required, as part of interest expense and general and administrative expense, respectively, in the consolidated statements of
operations.

 Leases

 Company as Lessee

 The Company leases warehouse and distribution facilities and administrative office space, generally for terms of three to ten years.

 The Company recognizes the lease payments under its short-term leases (which are defined as leases with a term of twelve months or less) in profit or loss on a straight-line basis over the lease term. The Company follows this accounting policy for all classes of underlying assets. In addition, variable lease payments in the period in which the obligation for those payments is incurred are not included in the recognition of a lease liability or right-of-use asset.

 Right-of-use assets represent the Company's right to use an underlying asset for the lease term, and lease liabilities represent the Company's obligation to make lease payments arising from the lease. Right-of-use assets and liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term. When available, the Company uses the rate implicit in the lease to discount lease payments to present value. However, certain of the Company's leases do not provide a readily determinable implicit rate. For such leases, the Company estimates the incremental borrowing rate to discount lease payments based on information available at lease commencement. The Company uses instruments with similar characteristics when calculating its incremental borrowing rates.

 The Company has options to extend certain
of its operating leases for additional periods of time and the right to terminate several of its operating leases prior to their contractual
expirations, in each case, subject to the terms and conditions of the lease. The lease term consists of the non-cancellable period of
the lease and the periods covered by Company options to extend the lease when management considers it reasonably certain that the Company
will exercise such options. The Company's lease

 agreements do not contain residual value guarantees. The Company
has elected to not separate non-lease components from the associated lease component for all underlying classes of assets with lease
and non-lease components.

 Recently Issued Accounting Guidance

 In June 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-13, "Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments," which changes the way companies evaluate credit losses for most financial assets and certain other instruments. For trade and other receivables, held-to-maturity debt securities, loans and other specified instruments, entities are required to use a new forward-looking "expected loss" model to evaluate impairment, potentially resulting in earlier recognition of allowances for losses. The new standard also requires enhanced disclosures, including the requirement to disclose the information used to track credit quality by year of origination for most financing receivables. The guidance was required to be applied using a cumulative-effect transition method. The Company adopted this ASU effective July 1, 2023, the first day of its fiscal year ended June 30, 2024. As a result, the consolidated financial statements for fiscal 2024 are presented under the new standard, while the comparative prior year periods are not adjusted and continue to be reported in accordance with the historical accounting policy. The adoption of this ASU did not have a material impact on the Company's consolidated financial statements.

 Trade receivables as of June 30, 2024 were $ 40.9 million, net of an allowance for expected credit losses of $ 2.1 million.

 The Company measures its allowance for credit losses on trade receivables on a collective (pool) basis when similar risk characteristics exist. Trade receivables are generally pooled based on the type of transaction generating the trade receivable. The Company establishes an estimate for its allowance for credit losses resulting from the failure of customers to make required payments by applying an aging schedule to pools of assets. The Company generally monitors macroeconomic indicators to assess whether adjustments are necessary to reflect current conditions.

 In November 2023, the FASB issued ASU 2023-07,
Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures ("ASU 2023-07") to enhance segment reporting
disclosures. ASU 2023-07 requires disclosure of significant segment expenses that are regularly provided to the chief operating decision
maker (CODM) and included within each reported measure of segment profit or loss, as well as disclosure of the total amount and description
of other segment items by reportable segment. This ASU also requires disclosure of the title and position of the CODM and an explanation
of how the CODM uses the reported measures of segment profit or loss in assessing segment performance and deciding how to allocate resources.
All disclosures about a reportable segment's profit or loss and assets that are currently required on an annual basis under Segment
Reporting (Topic 280) will also be required for interim periods under ASU 2023-07. ASU 2023-07 is effective for fiscal years beginning
after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with retrospective application.
Early adoption is permitted. The Company is currently evaluating the effect of this ASU on its segment disclosures.

 In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic
740): Improvements to Income Tax Disclosures ("ASU 2023-09") to enhance 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 effects of this ASU on its income tax 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 consolidated financial position,
results of operations or cash flows upon adoption.

 3. Acquisitions

 Fiscal 2024 Acquisitions

 On September 1, 2023, the Company completed the acquisition of ALVF, Inc. (dba ALCO Washer Center) ("ALCO"), a Pennsylvania 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 $ 987,000 in cash and 8,621 shares of the
Company's common stock, with an acquisition date fair value of approximately $ 229,000. 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 fiscal 2024. The acquisition was treated for accounting purposes
as a purchase of ALCO 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 $ 793,000 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 ALCO is included in the Company's consolidated balance sheet as of June 30, 2024 and the results
of operations of ALCO since the September 1, 2023 closing date are included in the Company's consolidated financial statements
for fiscal 2024.

 On June 1, 2024, the Company completed the acquisition of Signature Services Corporation (d/b/a Ed Brown Distributors) ("EBD"),
a Texas 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 $ 963,000 in cash. 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 fiscal 2024. The acquisition was treated for accounting purposes as a purchase of EBD 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 Company allocated $ 946,000 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 EBD is included in the Company's consolidated balance sheet as of June 30, 2024 and the results
of operations of EBD since the June 1, 2024 closing date are included in the Company's consolidated financial statements
for fiscal 2024.

 Fiscal 2023 Acquisitions

 On September 1, 2022, the Company completed the acquisitions of Aldrich Clean-Tech Equipment Corp. ("ACT"), a Massachusetts-based
distributor of commercial, industrial, and vended laundry products and provider of installation and maintenance services to the new and
replacement segments of the commercial, industrial and vended laundry industry, and K&B Laundry Service, LLC ("K&B"),
a North Carolina-based distributor of commercial, industrial, and vended laundry products and provider of installation and maintenance
services to the new and replacement segments of the commercial, industrial and vended laundry industry. The total consideration for these

 two acquisitions consisted of approximately $ 1.2 million in cash, net of cash acquired, which the Company funded through borrowings under
its credit facility. Fees and expenses related to these acquisitions, consisting primarily of legal and other professional fees, totaled
approximately $ 102,000 and are classified as selling, general and administrative expenses in the Company's consolidated statements
of operations for fiscal 2023. Each acquisition was treated for accounting purposes as a purchase of the acquired business 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 intangible assets and goodwill. The Company allocated a
total of $ 793,000 to goodwill, which is expected to be amortized and deductible for tax purposes over 15 years. Goodwill is attributable
primarily to the assembled workforces, as well as the expected benefits from the increased scale of the Company as a result of these acquisitions.
The financial position, including assets and liabilities, of ACT and K&B is included in the Company's consolidated balance sheets
as of June 30, 2023 and 2024, and the results of operations of the businesses since the September 1, 2022 closing date are included in
the Company's consolidated financial statements for fiscal 2023 and fiscal 2024.

 On November 1, 2022, the Company acquired substantially all of the assets of Wholesale Commercial Laundry Equipment Company SE, LLC ("WCL"),
an Alabama-based distributor of commercial, industrial, and vended laundry products and provider of installation and maintenance services
to the new and replacement segments of the commercial, industrial and vended laundry industry. The consideration paid by the Company in
connection with the acquisition consisted of $ 650,000 in cash and 24,243 shares of the Company's common stock, with an acquisition
date fair value of approximately $ 503,000. 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 fiscal 2023. The acquisition was treated for accounting purposes as a purchase of the acquired business 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 Company allocated $ 1,062,000 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 WCL is included in the Company's consolidated balance sheets as of June 30, 2023 and 2024, and the results
of operations of WCL since the November 1, 2022 closing date are included in the Company's consolidated financial statements for
fiscal 2023 and fiscal 2024.

 On June 5, 2023, the Company acquired substantially all of the assets of Gluno, Inc. (d/b/a Express Parts and Services) ("EXP"),
a Maryland-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 $ 550,000 in cash. 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 fiscal 2023. The acquisition was treated for accounting purposes
as a purchase of the acquired business 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 Company allocated $ 391,000 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 EXP is included in the Company's consolidated balance sheets as of June 30, 2023 and 2024, and the results
of operations of EXP since the June 5, 2023 closing date are included in the Company's consolidated financial statements for fiscal
2023 and fiscal 2024.

 Supplemental Pro Forma Results of Operations

 The following unaudited supplemental pro forma information presents the results of operations of the Company, after giving effect to the
acquisitions completed by the Company during fiscal 2024 and 2023 as described above, as if the Company had completed each such transaction
on July 1, 2022, using the estimated fair values of the assets acquired and liabilities assumed. These unaudited pro forma results are
presented for informational purposes only and are not necessarily indicative of what the actual results of operations of the Company would
have been if the transactions had occurred on the date assumed, nor are they indicative of future results of operations.

 For the year ended

 (in thousands)

 2024
 (Unaudited)

 2023
 (Unaudited)

 Revenues

 $
 356,260

 $
 362,287

 5,816

 10,533

 The Company's consolidated results of operations for fiscal 2024 include total revenue of approximately $ 9.7 million and total net
income of approximately $ 599,000 attributable to businesses acquired during fiscal 2024 and fiscal 2023, based on the consolidated effective
tax rate. The Company's consolidated results of operations for fiscal 2023 include total revenue of approximately $ 6.3 million and
total net income of approximately $ 435,000 attributable to businesses acquired during fiscal 2023, based on the consolidated effective
tax rate. These results of acquired businesses do not include the effects of acquisition costs or interest expense associated with consideration
paid for the acquisitions.

 Subsequent Acquisition

 On July 1, 2024, the Company acquired Florida-based Laundry Pro of Florida, Inc. for total consideration of $ 5.9 million in cash. The Company is in the process of determining the respective fair values of the assets acquired and liabilities
assumed. The amounts for these items are subject to change as additional information to assist in determining their respective fair values
as of the closing date is obtained during the post-closing measurement period of up to one year.

 4. Accounts Receivable

 Accounts receivable as of June 30, 2024 and
2023 consisted of the following (in thousands):

 2024

 2023

 Accounts receivable - trade

 $
 43,009

 $
 50,455

 Allowance for expected credit losses

 ( 2,077
)

 ( 2,064
)

 $
 40,932

 $
 48,391

 5. Other Current Assets

 Other current assets as of June 30, 2024 and 2023 were comprised of the following (in thousands):

 2024

 2023

 Other receivables

 $

 $

 Prepaid insurance

 Net investments in sales type leases - current

 1,679

 1,580

 Other current assets

 2,856

 5,370

 $
 5,671

 $
 8,547

 6. Leases

 Company as Lessee

 As of June 30, 2024, the Company had 32 facilities, consisting of warehouse facilities and administrative offices, financed under operating leases with lease term expirations between 2024 and 2030. Rent expense consists of monthly rental payments under the terms of the Company's lease agreements recognized on a straight-line basis.

 The following table sets forth the Company's future minimum lease payments under operating lease liabilities recorded on the Company's condensed consolidated balance sheet as of June 30, 2024. The table below does not include commitments that are contingent on events or other factors that are currently uncertain or unknown.

 Fiscal years ending June 30,

 Maturity of
 Operating Lease Liabilities (in thousands)

 2025

 $
 3,395

 2026

 2,761

 2027

 1,470

 2028

 2029

 Thereafter

 Total lease payments

 $
 9,590

 Less: amounts representing interest

 Present value of lease liabilities

 $
 8,959

 Less: current portion

 3,110

 Long-term portion

 $
 5,849

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

 Operating lease cost

 Fiscal year

ended June 30,

2024

 Fiscal year ended

 June 30, 2023

 Operating lease cost (1)

 $
 3,995

 $
 3,526

 Variable lease cost (2)

 4,810

 3,391

 Total lease cost

 $
 8,805

 $
 6,917

 (1)
 Expenses are classified within selling, general and administrative expenses in the Company's consolidated statements of operations for the fiscal years ended June 30, 2024 and 2023.

 (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 consolidated statements of operations for the fiscal years ended June 30, 2024 and 2023.

 The table below presents lease-related terms and discount rates as of June 30, 2024 and 2023:

 June 30, 2024

 June 30, 2023

 Weighted average remaining lease terms

 Operating leases

 3.6 years

 4.0 years

 Weighted average discount rate

 Operating leases

 3.48 %

 3.45 %

 The table below presents supplemental cash flow information related to the Company's long-term operating lease liabilities for the fiscal years ended June 30, 2024 and 2023 (in thousands):

 Fiscal year

ended
June 30, 2024

 Fiscal year
ended
June 30, 2023

 Cash paid for amounts included in the measurement of lease liabilities:

 $
 3,995

 $
 3,526

 Operating lease right-of-use assets obtained in exchange for operating lease liabilities:

 $
 2,955

 $
 4,403

 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 related to 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.

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

 Fiscal years ending June 30,

 Total Minimum

Lease Payments

to be Received

 Amortization of

Unearned

Income

 Net Investment in

Sales Type

Leases

 2025

 $
 4,943

 $
 3,288

 $
 1,655

 2026

 4,010

 2,564

 1,446

 2027

 3,164

 1,842

 1,322

 2028

 2,146

 1,114

 1,032

 2029

 1,182

 Thereafter

 1,338

 $
 6,817
 *

 * Excludes non-guaranteed residual values of $ 2.9 million.

 The total net investments in sales type leases, including stated residual values, as of June 30, 2024 and June 30, 2023 was $ 9.7 million and $ 9.0 million, respectively. The current portion of $ 1.7 million and $ 1.6 million is included in other current assets in the consolidated balance sheets as of June 30, 2024 and June 30, 2023, respectively, and the long term portion of $ 8.0 million and $ 7.4 million is included in other assets in the consolidated balance sheets as of June 30, 2024 and June 30, 2023, respectively.

 7. Equipment and Improvements

 Major classes of equipment and improvements as of June 30, 2024 and 2023 consisted of the following (in thousands):

 2024

 2023

 Furniture and equipment

 $
 18,512

 $
 15,247

 Leasehold improvements

 3,399

 2,962

 Vehicles

 7,427

 6,886

 29,338

 25,095

 Accumulated depreciation and amortization

 ( 15,388
)

 ( 12,142
)

 $
 13,950

 $
 12,953

 Depreciation and amortization of equipment and improvements totaled approximately $ 3.9 million in both fiscal 2024 and 2023 and is recorded in selling, general and administrative expenses.

 8. Goodwill and Intangible Assets

 The changes in the carrying amount of goodwill are as follows (in thousands):

 Balance at June 30, 2022

 $
 71,039

 Goodwill from fiscal 2023 acquisitions (as described in Note 3)

 2,246

 Working capital adjustments (1)

 Balance at June 30, 2023

 $
 73,388

 Goodwill from fiscal 2024 acquisitions (as described in Note 3)

 1,739

 Working capital adjustments (2)

 ( 25
)

 Balance at June 30, 2024

 $
 75,102

 (1)
 Relates to working capital adjustments from business acquisitions consummated by the Company during fiscal 2023.

 (2)
 Relates to working capital adjustments from business acquisitions consummated by the Company during fiscal 2024.

 Customer-related intangibles, tradenames and other intangible assets as of June 30, 2024 and 2023 consisted of the following (dollars in thousands):

 Estimated
 Useful Lives
 (in years)

 2024

 2023

 Customer-related intangibles

 8 - 10

 $
 20,887

 $
 20,887

 Tradenames

 Indefinite

 13,005

 13,005

 Covenants not to compete

 License agreements

 Trademarks and patents

 10 - 15

 35,163

 35,163

 Accumulated amortization

 ( 13,141
)

 ( 11,035
)

 $
 22,022

 $
 24,128

 Amortization expense was approximately $ 2.1 million
in both fiscal 2024 and fiscal 2023, and is included in selling, general and administrative expenses in the consolidated statements of
operations. As of June 30, 2024, the weighted average remaining estimated useful lives for customer-related intangibles, covenants not
to compete, license agreements, and trademarks and patents were 4.3 years, 0 years, 0 years and 0 years, respectively.

 Based on the carrying amount of intangible assets as of June 30, 2024,
and assuming no future impairment of the underlying assets, the estimated future amortization at the end of each fiscal year in the five-year
period ending June 30, 2029 and thereafter is as follows (in thousands):

 Fiscal years ending June 30,

 2025

 $
 2,102

 2026

 2,101

 2027

 1,778

 2028

 1,256

 2029

 Thereafter

 1,064

 Total

 $
 9,017

 9. Accounts Payable and Accrued Expenses

 Accounts payable and accrued expenses as of June 30, 2024 and 2023 were comprised of the following (in thousands):

 2024

 2023

 Accounts payable

 $
 23,101

 $
 26,690

 Accrued expenses

 6,025

 10,080

 Sales tax accruals

 1,778

 1,960

 $
 30,904

 $
 38,730

 10. Income Taxes

 The following are the components of income taxes provision (benefit) (in thousands):

 Fiscal years ended June 30,

 2024

 2023

 Current

 Federal

 $
 2,195

 $
 3,137

 State

 2,763

 3,923

 Fiscal years ended June 30,

 2024

 2023

 Deferred

 Federal

 State

 ( 41

)

 $

 3,238

 $

 4,280

 The reconciliation of income tax expense computed at the federal statutory tax rate of 21 % for the fiscal years ended June 30, 2024 and 2023 to the provision for income taxes is as follows (in thousands):

 Fiscal years ended June 30,

 2024

 2023

 Tax at the statutory rate

 $
 1,866

 $
 2,940

 State income taxes, net of federal benefit

 Nondeductible compensation

 Other

 $
 3,238

 $
 4,280

 Effective tax rate

 36.4
 %

 30.6
 %

 Deferred income taxes reflect the net tax effect of temporary differences between the basis of assets and liabilities for financial reporting purposes and the basis used for income tax purposes. Significant components of the Company's current and noncurrent deferred tax assets and liabilities as of June 30, 2024 and 2023 were as follows (in thousands):

 As of June 30,

 2024

 2023

 Deferred tax assets:

 Allowance for doubtful accounts

 $

 $

 Inventory capitalization

 1,074

 Stock compensation

 1,039

 1,013

 Accrued liabilities

 1,581

 1,073

 Other

 4,030

 3,694

 Deferred tax liabilities:

 Goodwill

 ( 5,755
)

 ( 4,946
)

 Depreciation

 ( 2,228
)

 ( 2,104
)

 Intangible assets

 ( 1,348
)

 ( 1,472
)

 Other

 ( 197
)

 ( 195
)

 ( 9,528
)

 ( 8,717
)

 Net deferred income tax (liabilities) assets

 $
 ( 5,498
)

 $
 ( 5,023
)

 As of June 30, 2024, the Company was subject to
 potential federal and state tax examinations for the tax years including and subsequent to 2019.

 11. Debt

 The Company's long-term debt as of June 30, 2024 and 2023 was as follows (in thousands):

 2024

 2023

 Revolving Line of Credit

 $
 13,000

 $
 35,000

 Less: unamortized discount and deferred financing costs

 ( 97
)

 ( 131
)

 Total long-term debt

 $
 12,903

 $
 34,869

 The Company is party, as borrower, to a syndicated credit agreement (the "Credit Agreement") which allows 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. A portion of the revolving credit facility is available for swingline loans of up to a sublimit of $ 5 million and for the issuance of standby letters of credit of up to a sublimit of $ 10 million. Borrowings (other than swingline loans) under the Credit Agreement currently bear interest, at a rate, at the Company's election at the time of borrowing, equal to (a) the Bloomberg Short-Term Bank Yield Index rate (the "BSBY rate") plus a 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) the BSBY rate 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. During November 2023, Bloomberg Index Services Limited announced it will discontinue the BSBY rate on November 15, 2024. Pursuant to the terms of the Credit Agreement, in connection with the discontinuation of the BSBY rate, when determined by the administrative agent under the Credit Agreement, the BSBY rate will be replaced with the Secured Overnight Financing Rate ("SOFR") plus a SOFR adjustment ranging from a minimum of 0.11 % to a maximum of 0.43 %. The maturity date of the Credit Agreement is May 6, 2027.

 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 June 30, 2024, the Company was in compliance with its covenants under the Credit Agreement and $ 66.0 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.

 12. Related Party Transactions
 Certain of the Company's subsidiaries lease warehouse and office space from one or more of the principals (or former principals) of the Company or its 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. Monthly base rental payments were $ 12,000 during the initial term of the lease. The Company exercised its option to renew the lease for the first three-year renewal term, which commenced in October 2021. Base rent for the first renewal term is $ 19,000 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 $ 252,000 and $ 228,000 during fiscal 2024 and fiscal 2023, respectively.

 On October 31, 2017, the Company's wholly-owned subsidiary, Tri-State Technical Services, entered into lease agreements pursuant to which it leases a total of 81,000 square feet of warehouse and office space from an affiliate of Matt Stephenson, former President of Tri-State. Monthly base rental payments totaled $ 21,000 during the initial terms of the leases. Each 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 leases for the first three-year renewal term, which commenced in October 2022. Base rent for the first renewal term is $ 25,000. In addition to base rent, Tri-State is responsible under the leases for costs related to real estate taxes, utilities, maintenance, repairs and insurance. From May 1, 2023 through May 31, 2024, Tri-State Technical Services also leased an additional 50,000 square feet of space from Mr. Stephenson for a base rental payment of $ 15,000 per month. Payments under these leases totaled approximately $ 493,000 and $ 306,000 during fiscal 2024 and fiscal 2023, respectively.

 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. Monthly base rental payments under this lease were $ 26,000 initially. Pursuant to the lease agreement, on January 1, 2019, the lease expanded to cover additional warehouse space and, in connection therewith, monthly base rental payments under this lease increased to $ 36,000. In addition to base rent, AAdvantage is responsible under the lease for costs related to real estate taxes, utilities, maintenance, repairs and insurance. 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. Base rent for the first renewal term is $ 40,000 per month. Payments under this lease totaled approximately $ 464,000 and $ 432,000 during fiscal 2024 and fiscal 2023, respectively.

 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. Monthly base rental payments were $ 11,000

 during the initial term of the lease. 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.
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. Base rent for the first year of the renewal
term is $ 12,500 per month. Payments under this lease totaled approximately $ 150,000 and $ 146,000 during fiscal 2024 and fiscal 2023, respectively.

 13. Concentrations of Credit Risk

 The Company believes that concentrations of credit risk with respect to trade receivables are limited due to the Company's large customer base. Also, based on the Company's credit evaluation, trade receivables are often collateralized by the equipment sold. No single customer or contract accounted for more than 10 % of the Company's revenues for fiscal 2024 or fiscal 2023. As of June 30, 2024, there were no accounts receivable due from any customer which accounted for greater than 10 % of the Company's accounts receivable.

 14. 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. As of June 30, 2024, outstanding performance and payment bonds totaled $ 1.2 million. No such performance or payment bonds were outstanding at June 30, 2023.

 The Company may from time to time become subject to litigation and other legal and regulatory proceedings. Litigation and other 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 proceedings are inherently uncertain, and adverse outcomes in litigation or other proceedings could adversely affect the Company's financial condition, cash flows, and operating results.

 15. Retirement Plan

 The Company has participatory deferred compensation plans under which it matches 50 % of employee contributions up to 6 % of an eligible employee's yearly compensation on a discretionary basis. Beginning on July 1, 2023, employees are eligible to participate in the plans after six months of service. Prior to July 1, 2023, employees were eligible to participate in the plans after one year of service. The Company contributed approximately $ 821,000 and $ 643,000 to the plans during fiscal 2024 and fiscal 2023, respectively. The plans are qualified plans under Section 401(k) of the Internal Revenue Code.

 16. Shareholders' Equity

 The declaration and payment of cash dividends with respect to the Company's common stock is determined by the Company's Board of Directors based on the Company's financial condition and liquidity needs and other factors deemed relevant by the Company's Board of Directors. In addition, 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.

 On October 4, 2023, the Company's Board
of Directors declared a special cash dividend on the Company's common stock of $ 0.28 per share (totaling approximately $ 4.1 million
in the aggregate), which was paid on October 26, 2023 to stockholders of record at the close of business on October 16, 2023. No dividends
were declared or paid during fiscal year 2023.

 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 to be paid on October 7, 2024 to stockholders of record at the close of business on September 26, 2024.

 17. Equity Plan

 Equity Incentive Plan

 During 2015, the Company's board of directors and stockholders approved the Company's 2015 Equity Incentive Plan (the "Plan"). During December 2020, the Company's stockholders approved an amendment to the Plan to increase the number of shares of the Company's common stock authorized for issuance pursuant to awards granted under the Plan from 1,500,000 shares to 3,000,000 shares. The fair value of awards granted under the Plan is expensed on 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. Non-cash share-based compensation expense under the Plan totaled $ 5.0 million and $ 3.1 million for fiscal 2024 and fiscal 2023, respectively. Included within the non-cash share-based compensation expense for fiscal 2024 is an additional expense of $ 1.2 million related to the acceleration of vesting of 120,851 restricted stock awards and 30,000 restricted stock units, in each case, pursuant to the terms of the applicable award agreement.

 During fiscal 2024, restricted stock awards of a total of 175,801 shares and 85,672 restricted stock units were granted under the Plan. A portion of the restricted stock awards granted during fiscal 2024 is scheduled to vest ratably over four years and the remainder is scheduled to vest in 10 years from the date of grant. The total grant date fair value, determined by using the closing stock price on the date of grant, of such restricted stock awards was $ 4.8 million. A portion of the restricted stock units granted during fiscal 2024 is scheduled to vest ratably over four years and the remainder is scheduled to vest in 4 to 22 years from the date of grant. The total grant date fair value of such restricted stock units was $ 2.2 million.

 During fiscal 2023, restricted stock awards of a total of 222,672 shares and 128,985 restricted stock units were granted under the Plan. A portion of the restricted stock awards granted during fiscal 2023 is scheduled to vest ratably over four years and the remainder is scheduled to vest in 10 years from the date of grant. The total grant date fair value, determined by using the closing stock price on the date of grant, of such restricted stock awards was $ 3.6 million. A portion of the restricted stock units granted during fiscal 2023 is scheduled to vest ratably over four years and the remainder is scheduled to vest in 4 to 40 years from the date of grant. The total grant date fair value of such restricted stock units was $ 2.1 million.

 During fiscal 2024, 107,859 shares of restricted stock awards and 34,955 restricted stock units vested and 50,671 shares of common stock with an aggregate fair market value of $ 1.2 million were withheld as payment in lieu of cash to satisfy tax withholding obligations in connection with the vesting of such restricted stock.

 During fiscal 2023, 20,973 shares of restricted stock awards and 10,784 restricted stock units vested and 6,200 shares of common stock with an aggregate fair market value of $ 125,000 were withheld as payment in lieu of cash to satisfy tax withholding obligations in connection with the vesting of such restricted stock.

 As of June 30, 2024, the Company had $ 21.2 million and $ 10.3 million of total unrecognized compensation expense related to non-vested restricted stock awards and restricted stock units, respectively, which is expected to be recognized
over the weighted-average period of 13.1 years and 9.7 years, respectively.

 The following is a summary of non-vested restricted stock activity
as of, and for the fiscal year ended, June 30, 2024:

 Restricted Stock Awards

 Restricted Stock Units

 Shares

 Weighted-

 Average Grant

Date Fair Value

 Shares

 Weighted-

 Average Grant
 Date Fair Value

 Non-vested restricted stock

outstanding at June 30, 2023

 1,227,882

 $
 20.56

 533,200

 $
 24.20

 Granted

 175,801

 27.02

 85,672

 26.25

 Vested

 ( 107,859
)

 25.04

 ( 34,955
)

 27.39

 Forfeited

 -

 -

 ( 35,393
)

 26.05

 Non-vested restricted stock

outstanding at June 30, 2024

 1,295,824

 21.06

 548,524

 24.20

 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 fiscal 2024, 5,716 shares of common stock were purchased under the ESPP for which the Company received net proceeds of $ 116,000. During fiscal 2023, 5,432 shares of common stock were purchased under the ESPP for which the Company received net proceeds of $ 118,000.

 Item 9. Changes in and Disagreements
With Accountants on Accounting and Financial Disclosure.

 None.

 Item 9A. Controls and Procedures.

 Evaluation of Disclosure Controls and Procedures

 As
of the end of the period covered by this Report, management of the Company, 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"
(as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")). Based
on that evaluation, the Company's principal executive officer and principal financial officer concluded that, as of June 30, 2024,
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.

 Management's Report on Internal Control over Financial Reporting

 The Company's management
is responsible for establishing and maintaining adequate "internal control over financial reporting" (as defined in Rule 13a-15(f)
and 15d-15(f) under the Exchange Act). "Internal control over financial reporting" means a process designed by, or under the
supervision of, a company's principal executive and principal financial officers, and effected by the company's board of directors,
management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with GAAP and includes those policies and procedures that (i) pertain to the
maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the
company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit the preparation of financial statements
in accordance with GAAP, and that receipts and expenditures of the company are being made only in accordance with authorizations of the
company's management and directors, and (iii) provide reasonable assurance regarding the prevention or timely detection of unauthorized
acquisition, use or disposition of the company's assets that could have a material effect on the company's financial statements.

 Because of inherent limitations,
internal control over financial reporting may not prevent or detect misstatements. Also, the projection of any evaluation of effectiveness
to future periods is subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance
with the policies and procedures may deteriorate.

 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 internal control over financial reporting as of June 30, 2024. This evaluation was
conducted using the criteria set forth by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission in the 2013 Internal
Control – Integrated Framework. This evaluation included review of the documentation of controls, evaluation of the design effectiveness
of controls, testing of the operating effectiveness of controls and a conclusion on this evaluation. Based on its evaluation, the Company's
management concluded that the Company's internal control over financial reporting was effective as of June 30, 2024.

 BDO
USA, P.C. ("BDO"), the Company's independent registered public accounting firm, has audited the Company's internal
control over financial reporting as of June 30, 2024 and its report thereon is included herein.

 Remediation of Previously
Reported Material Weakness

 As
disclosed in the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2023, in connection with its evaluation
of the effectiveness of the Company's internal control over financial reporting as of June 30, 2023, management identified a material
weakness in the Company's internal control over financial reporting related to the review and approval of manual journal entries
made to the general ledger at certain of the Company's subsidiaries. The material weakness has been remediated by modifying the
journal entry process and system role configuration to establish a formal hierarchy of review of journal entries in order to enforce proper
segregation of duties. Management evaluated the design and operating effectiveness of the process level controls associated with the remedial
actions above. As a result of the remedial actions taken by management throughout the year, management determined that the material weakness
was remediated as of June 30, 2024.

 Changes in Internal Control over Financial Reporting

 Except as described under
"Remediation of Previously Reported Material Weakness" above, during the quarter ended June 30, 2024, 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.

 Report of Independent Registered Public Accounting
Firm

 Shareholders and Board of Directors

 Miami, Florida

 Opinion on Internal Control over Financial
Reporting

 We have audited EVI Industries, Inc.'s
(the "Company's") internal control over financial reporting as of June 30, 2024, based on criteria established in Internal
Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the "COSO
criteria"). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting
as of June 30, 2024, based on the COSO criteria.

 We also have audited, in accordance with the
standards of the Public Company Accounting Oversight Board (United States) ("PCAOB"), the consolidated balance sheets of
the Company as of June 30, 2024 and 2023, the related consolidated statements of operations, shareholders' equity, and cash
flows for each of the years then ended and the related notes and our report dated September
12, 2024 expressed an unqualified opinion thereon.

 Basis for Opinion

 The Company's management is responsible
for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over
financial reporting, included in the accompanying Item 9A, Management's Report on Internal Control over Financial Reporting. Our
responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. We are a
public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S.
federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We conducted our audit of internal control over
financial reporting in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit
included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists,
and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included
performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis
for our opinion.

 Definition and Limitations of Internal Control
over Financial Reporting

 A company's internal control over financial
reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control
over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions
are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and
that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition
of the company's assets that could have a material effect on the financial statements.

 Because of its inherent limitations, internal
control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.

 /s/ BDO USA, P.C.

 Miami, FL

 Item 9B. Other Information.

 During the quarter ended June
30, 2024, 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.

 Item 9C. Disclosure Regarding
Foreign Jurisdictions that Prevent Inspections.

 Not applicable.

 Item 10. Directors, Executive
Officers and Corporate Governance.

 The information required by
Item 10 of Form 10-K will be provided by incorporating the information required under such item by reference to the Company's Definitive
Proxy Statement with respect to the Company's 2024 Annual Meeting of Stockholders, if filed with the SEC within 120 days after the
end of the fiscal year covered by this Report, or, alternatively, by amendment to this Report filed with the SEC under cover of Form 10-K/A

 Item 11. Executive Compensation.

 The information required by
Item 11 of Form 10-K will be provided by incorporating the information required under such item by reference to the Company's Definitive
Proxy Statement with respect to the Company's 2024 Annual Meeting of Stockholders, if filed with the SEC within 120 days after the
end of the fiscal year covered by this Report, or, alternatively, by amendment to this Report filed with the SEC under cover of Form 10-K/A

 Item 12. Security Ownership
of Certain Beneficial Owners and Management and Related Stockholder Matters.

 Equity Compensation Plan Information

 The following table sets forth
information, as of June 30, 2024, with respect to compensation plans under which shares of the Company's common stock are authorized
for issuance.

 Plan category

 Number of securities to

be issued upon exercise of

outstanding options,

warrants and rights

 Weighted-average

exercise price of

outstanding options,

warrants and rights

 Number of securities

 remaining available for

future issuance under

equity compensation

plans (excluding

securities reflected in

column (a))

 (a)

 (b)

 (c)

 Equity compensation plans approved by security holders

 $-

 771,603 (1)

 Equity compensation plans not approved by security holders

 $-

 Total

 $-

 771,603 (1)

 (1)
 Includes 697,189 shares of the Company's common stock available for issuance under the Company's
2015 Equity Incentive Plan, as amended, and 74,414 shares of the Company's common stock available for issuance under the Company's
2017 Employee Stock Purchase Plan.

 Other Information

 The remaining information
required by Item 12 of Form 10-K will be provided by incorporating such information by reference to the Company's Definitive Proxy
Statement with respect to the Company's

 2024 Annual Meeting of Stockholders, if filed with the SEC within 120 days after the end
of the fiscal year covered by this Report, or, alternatively, by amendment to this Report filed with the SEC under cover of Form 10-K/A

 Item 13. Certain Relationships
and Related Transactions, and Director Independence.

 The information required by
Item 13 of Form 10-K will be provided by incorporating the information required under such item by reference to the Company's Definitive
Proxy Statement with respect to the Company's 2024 Annual Meeting of Stockholders, if filed with the SEC within 120 days after the
end of the fiscal year covered by this Report, or, alternatively, by amendment to this Report filed with the SEC under cover of Form 10-K/A

 Item 14. Principal Accountant
Fees and Services.

 The information required by
Item 14 of Form 10-K will be provided by incorporating the information required under such item by reference to the Company's Definitive
Proxy Statement with respect to the Company's 2024 Annual Meeting of Stockholders, if filed with the SEC within 120 days after the
end of the fiscal year covered by this Report, or, alternatively, by amendment to this Report filed with the SEC under cover of Form 10-K/A

 Item 15. Exhibits and Financial
Statement Schedules.

 (a)
 Documents filed as part of this Report:

 (1) Financial Statements. The following consolidated financial statements of the Company and its subsidiaries are included in
Part II, Item 8 of this Report.

 Report
of Independent Registered Public Accounting Firm

 Consolidated
Balance Sheets at June 30, 2024 and 2023

 Consolidated
Statements of Operations for the years ended June 30, 2024 and 2023

 Consolidated
Statements of Shareholders' Equity for the years ended June 30, 2024 and 2023

 Consolidated
Statements of Cash Flows for the years ended June 30, 2024 and 2023

 Notes
to Consolidated Financial Statements

 (2) Financial Statement Schedules. All financial statement schedules have been omitted because the information is either not
applicable or not required or because the information is included in the Company's consolidated financial statements or the related
notes to consolidated financial statements.

 (3) Exhibits. The following exhibits are either filed as a part of or furnished with this Report, or are incorporated into this
Report by reference to documents previously filed by the Company with the SEC, as indicated below:

 Exhibit No.
 Description

 3(a)(1)
 Certificate of Incorporation of the Company, as filed with the Secretary of State of the State of Delaware
on June 13, 1963 (Incorporated by reference to Exhibit 3.1(a) to the Company's Current Report on Form 8-K filed with the SEC on
November 13, 2009)

 3(a)(2)
 Certificate of Amendment to the Certificate of Incorporation of the Company, as filed with the Secretary of State of the State of Delaware on March 27, 1968 (Incorporated by reference to Exhibit 3.1(b) to the Company's Current Report on Form 8-K filed with the SEC on November 13, 2009)

 3(a)(3)
 Certificate of Amendment to the Certificate of Incorporation of the Company, as filed with the Secretary of State of the State of Delaware on November 4, 1983 (Incorporated by reference to Exhibit 3.1(c) to the Company's Current Report on Form 8-K filed with the SEC on November 13, 2009)

 3(a)(4)
 Certificate of Amendment to the Certificate of Incorporation of the Company, as filed with the Secretary of State of the State of Delaware on November 5, 1986 (Incorporated by reference to Exhibit 3.1(d) to the Company's Current Report on Form 8-K filed with the SEC on November 13, 2009)

 3(a)(5)
 Certificate of Change of Location of Registered Office and of Agent, as filed with the Secretary of State of the State of Delaware on December 31, 1986 (Incorporated by reference to Exhibit 3.1(e) to the Company's Current Report on Form 8-K filed with the SEC on November 13, 2009)

 3(a)(6)
 Certificate of Amendment to the Company's Certificate of Incorporation, as filed with the Secretary of State of the State of Delaware on October 30, 1998 (Incorporated by reference to Exhibit 3.1(f) to the Company's Current Report on Form 8-K filed with the SEC on November 13, 2009)

 3(a)(7)
 Certificate of Amendment to the Company's Certificate of Incorporation, as filed with the Secretary of State of the State of Delaware on November 5, 1999 (Incorporated by reference to Exhibit 3.1(g) to the Company's Current Report on Form 8-K filed with the SEC on November 13, 2009)

 3(a)(8)
 Certificate of Amendment to the Company's Certificate of Incorporation, as filed with the Secretary of State of the State of Delaware on November 13, 2009 (Incorporated by reference to Exhibit 3.1(h) to the Company's Current Report on Form 8-K filed with the SEC on November 13, 2009)

 3(a)(9)
 Certificate of Amendment to the Company's Certificate of Incorporation, as filed with the Secretary of State of the State of Delaware on November 30, 2016 (Incorporated by reference to Appendix A of the Company's Definitive Proxy Statement on Schedule 14A filed with the SEC on October 28, 2016)

 3(a)(10)
 Certificate of Amendment to the Company's Certificate of Incorporation, as filed with the Secretary of State of the State of Delaware on December 21, 2018 (Incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the SEC on December 21, 2018)

 3(b)
 Amended and Restated By-Laws of the Company (Incorporated by reference to Exhibit 3(b) to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2020 filed with the SEC on September 14, 2020)

 4(a)
 Specimen Common Stock Certificate (Incorporated by reference to Exhibit 4 to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2016 filed with the SEC on September 20, 2016)

 4(b)
 Description of the Company's Securities (Incorporated by reference to Exhibit 4(g) to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2021 filed with the SEC on September 13, 2019)

 10(a)(1)
 Credit Agreement, dated as of November 2, 2018, by and among the Company, as Borrower, certain subsidiaries of the Company party thereto, as Guarantors, Bank of America, N.A, as Administrative Agent, Swingline Lender and L/C Issuer, Merrill Lynch, Pierce, Fenner & Smith Incorporated and U.S. Bank National Association, as Joint Lead Arrangers, Merrill Lynch Pierce, Fenner & Smith Incorporated, as Sole Bookrunner, and other lender parties thereto (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on November 7, 2018)

 10(a)(2)
 First Amendment to Credit Agreement dated as of May 6, 2022 by and among the Company, certain subsidiaries of the Company party thereto, as Guarantors, the lenders identified on the signature pages thereto and Bank of America, N.A., as Administrative Agent (Incorporated by reference to Exhibit 10.01 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 filed with the SEC on May 10, 2022)

 10(a)(3)
 Annex A to First Amendment to Credit Agreement dated as of May 6, 2022 by and among the Company, certain subsidiaries of the Company party thereto, as Guarantors, the lenders identified on the signature pages thereto and Bank of America, N.A., as Administrative Agent (Incorporated by reference to Exhibit 10.02 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 filed with the SEC on May 10, 2022)

 10(b)(1)*
 EVI Industries, Inc. 2015 Equity Incentive Plan, as amended (Incorporated by reference to Appendix A of the Company's Definitive Proxy Statement on Schedule 14A filed with the SEC on November 25, 2020)

 10(b)(2)*
 Form of Notice of Grant and Restricted Stock Agreement (Incorporated by reference to Exhibit 10(e)(2) to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2017 filed with the SEC on September 28, 2017)

 10(b)(3)*
 Form of Notice of Grant and Stock Option Agreement (Incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed with the SEC on November 17, 2015)

 10(c)*
 EVI Industries, Inc. 2017 Employee Stock Purchase Plan (Incorporated by reference to Appendix A of the Company's Definitive Proxy Statement on Schedule 14A filed with the SEC on October 30, 2017)

 Insider Trading Policy

 Subsidiaries of the Company

 Consent of BDO USA, P.C.

 31(a)
 Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 31(b)
 Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 32(a) +
 Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 32(b) +
 Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 Policy for the Recovery of Erroneously Awarded Compensation

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 The cover page of the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2024,

 * Indicates management contract or compensatory plan or arrangement.

 + Indicates that document is furnished, not filed, with
this Report. All other exhibits not so indicated are filed with this Report.

 Item 16. Form 10-K Summary.

 None.

 SIGNATURES

 Pursuant to the requirements of Section
13 or 15(d) 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.

 Dated: September 12, 2024

 By:

 /s/ Henry M. Nahmad

 Henry M. Nahmad

 Chairman, Chief Executive Officer and President

 Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and
on the dates indicated.

 Signature

 Capacity

 Date

 /s/ Henry M. Nahmad

 Chairman, Chief Executive Officer

 Henry M. Nahmad

 (Principal Executive Officer) and President

 /s/ Robert H. Lazar

 Chief Financial Officer

 Robert H. Lazar

 (Principal Financial and Accounting Officer)

 /s/ Dennis Mack

 Dennis Mack

 /s/ David Blyer

 David Blyer

 /s/ Timothy P. LaMacchia

 Timothy P. LaMacchia

 /s/ Hal M. Lucas

 Hal M. Lucas

 /s/ Glen Kruger

 Glen Kruger

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