EVI Industries (EVI) 10-Q 14 Feb 18 2018 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Dec. 31, 2017	Feb. 01, 2018
Document And Entity Information
Entity Registrant Name	EnviroStar, Inc.
Entity Central Index Key	65,312
Document Type	10-Q
Document Period End Date	Dec. 31, 2017
Amendment Flag	false
Current Fiscal Year End Date	--06-30
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		10,822,820
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2,018

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2017	Dec. 31, 2016
Income Statement [Abstract]
Revenues	$ 36,135	$ 33,398	$ 62,408	$ 42,870
Cost of sales	27,904	26,330	48,190	33,782
Gross profit	8,231	7,068	14,218	9,088
Selling, general and administrative expenses	6,023	4,792	11,027	6,247
Operating income	2,208	2,276	3,191	2,841
Interest expense, net	117	50	183	50
Income before provision for income taxes	2,091	2,226	3,008	2,791
Provision for income taxes	581	897	935	1,111
Net income	$ 1,510	$ 1,329	$ 2,073	$ 1,680
Net earnings per share - basic	$ 0.13	$ 0.13	$ 0.18	$ 0.19
Net earnings per share - diluted	$ 0.13	$ 0.13	$ 0.18	$ 0.19

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2017	Jun. 30, 2017
Current assets
Cash and cash equivalents	$ 1,185	$ 727
Accounts receivable, net of allowance for doubtful accounts of $167 and $150, respectively	16,545	13,638
Inventories, net	11,161	7,677
Vendor deposits	651	1,393
Costs in excess of billings on uncompleted contracts	2,267	86
Other current assets	1,261	279
Total current assets	33,070	23,800
Equipment and improvements, net	1,953	1,272
Intangible assets, net	11,953	7,160
Goodwill	29,808	24,753
Other assets	1,161	150
Total assets	77,945	57,135
Current liabilities
Accounts payable and accrued expenses	11,800	12,317
Accrued employee expenses	1,931	1,546
Customer deposits	9,251	4,457
Billings in excess of costs on uncompleted contracts	1,472	2,146
Current portion of long-term debt	1,195	714
Total current liabilities	25,649	21,180
Long-term debt, net	9,905	3,731
Total liabilities	35,554	24,911
Commitments and contingencies
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; 10,865,374 shares issued at December 31, 2017 and 10,499,481 shares issued at June 30, 2017, including shares held in treasury	271	262
Additional paid-in capital	36,808	27,018
Retained earnings	5,619	4,948
Treasury stock, 42,554 shares at December 31, 2017 and 31,768 shares at June 30, 2017, at cost	(307)	(4)
Total shareholders' equity	42,391	32,224
Total liabilities and shareholders' equity	$ 77,945	$ 57,135

Condensed Consolidated Balance4

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2017	Jun. 30, 2017
Statement of Financial Position [Abstract]
Accounts and trade notes receivable, allowance for doubtful accounts	$ 167	$ 150
Preferred stock, par value	$ 1	$ 1
Preferred stock, shares authorized	200,000	200,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.025	$ 0.025
Common stock, shares authorized	20,000,000	20,000,000
Common stock, shares issued	10,865,374	10,499,481
Treasury stock, shares	42,554	31,768

Condensed Consolidated Stateme5

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Operating activities:
Net income	$ 2,073	$ 1,680
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	547	158
Amortization of debt discount	9	3
Provision for (recovery of) bad debt expense	18	(26)
Share-based compensation	773	46
Inventory reserve	67	35
Benefit for deferred income taxes	(12)	(38)
(Increase) decrease in operating assets:
Accounts receivable	491	(6,230)
Inventories	(804)	191
Vendor deposits	781	1,535
Costs in excess of billings on uncompleted contracts	(2,181)	7
Other assets	(430)	(235)
Increase (decrease) in operating liabilities:
Accounts payable and accrued expenses	(4,140)	3,198
Accrued employee expenses	385	1,199
Customer deposits	3,505	(1,927)
Billings in excess of costs on uncompleted contracts	(674)	1,890
Net cash provided by operating activities	408	1,486
Investing activities:
Capital expenditures	(116)	(7)
Cash paid for acquisition, net of cash acquired	(6,177)	(13,394)
Net cash used by investing activities	(6,293)	(13,401)
Financing activities:
Proceeds from borrowings	33,434	12,583
Debt repayments	(26,788)	(7,702)
Proceeds from issuance of common shares with related party		6,000
Payment of debt issuance costs		(66)
Purchase of vested shares	(303)
Net cash provided by financing activities	6,343	10,815
Net increase (decrease) in cash and cash equivalents	458	(1,100)
Cash and cash equivalents at beginning of period	727	3,942
Cash and cash equivalents at end of period	1,185	2,842
Supplemental disclosures of cash flow information:
Cash paid during the period for interest	143	50
Cash paid during the period for income taxes	855	466
Supplemental disclosure of non-cash financing activities
Common stock issued for acquisition	9,028	16,053
Dividends payable	$ 1,403	$ 1,039

General

General	6 Months Ended
	Dec. 31, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
General	Note (1) - General: The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial statements and the instructions to Form 10-Q and Article 10 of Regulation S-X related to interim period financial statements. Accordingly, the accompanying unaudited condensed consolidated financial statements do not include certain information and footnotes required by GAAP for complete financial statements. However, in management’s opinion, the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting only of normal recurring accruals and adjustments) which are necessary in order to state fairly the Company’s results of operations, financial position and cash flows as of and for the periods presented. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year or any other future period. The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes, including the Summary of Significant Accounting Policies, included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2017. The June 30, 2017 balance sheet information contained herein was derived from the audited consolidated financial statements as of that date included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2017. The preparation of the unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The estimates and assumptions made may not prove to be correct, and actual results could differ from the estimates. Certain prior period amounts in the accompanying unaudited condensed consolidated financial statements have been reclassified in order to be comparable to the current period’s classifications. These reclassifications had no effect on previously reported net income. The Company, through its wholly-owned subsidiaries, distributes commercial, industrial and vended laundry and dry cleaning equipment and steam and hot water boilers manufactured by others, supplies related replacement parts and accessories, provides installation and maintenance services to its customers, and designs and plans turn-key laundry, dry cleaning and boiler systems for its customers, which include institutional, retail, industrial, commercial and government customers. These activities are conducted in the United States, Canada, the Caribbean and Latin America. Historically, the Company’s operations related to these activities consisted solely of the business and operations of Steiner-Atlantic Corp. (“Steiner-Atlantic”), a wholly-owned subsidiary of the Company. On October 10, 2016, the Company, through its wholly-owned subsidiary, Western State Design, Inc. (“Western State Design”), completed the acquisition (the “Western State Design Acquisition”) of substantially all the assets of Western State Design, LLC (“WSD”), a California-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, for a purchase price consisting of $18.5 million in cash and 2,044,990 shares of the Company’s common stock. On June 19, 2017, the Company, through its wholly owned subsidiary, Martin-Ray Laundry Systems, Inc. (“Martin-Ray”), completed the acquisition (the “Martin-Ray Acquisition”) of substantially all of the assets of Martin-Ray Laundry Systems, Inc. (“MRLS”), a Colorado-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, for a purchase price consisting of $2.0 million in cash and 98,668 shares of the Company’s common stock. In addition, on October 31, 2017, the Company, through its wholly-owned subsidiary, Tri-State Technical Services, Inc. (“Tri-State”), completed the acquisition (the “Tri-State Acquisition”) of substantially all of the assets of Tri-State Technical Services, Inc. (“TSTS”), a Georgia-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 $7.95 million in cash (subject to certain working capital and other preliminary adjustments) and 338,115 shares of the Company’s common stock. See Note 3 for additional information regarding the Tri-State Acquisition. In connection with the acquisitions described above, the Company, indirectly through its wholly-owned subsidiaries, also assumed certain of the liabilities of WSD, MRLS and TSTS. The financial position, including assets and liabilities, and results of operations of the acquired businesses following the respective closing dates are included in the Company’s consolidated financial statements. See also Note 11 for information regarding the Company’s acquisition of substantially all of the assets of AAdvantage Laundry Systems, which was completed on February 9, 2018. In addition, the Company, through an indirect wholly-owned subsidiary, owns the worldwide rights to the name DRYCLEAN USA® and licenses the right to use such name for a fee to retail dry cleaners in the United States, the Caribbean and Latin America.

Summary of Significant Accounti

Summary of Significant Accounting Policies	6 Months Ended
	Dec. 31, 2017
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note (2) – Summary of Significant Accounting Policies:

Acquisition

Acquisition	6 Months Ended
	Dec. 31, 2017
Business Combinations [Abstract]
Acquisition	Note (3) – Acquisition The Tri-State Acquisition was treated for accounting purposes as a purchase of TSTS using the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations Purchase price: Cash Consideration, net of cash acquired (a) $ 6,177 Stock Consideration (b) 9,028 Total purchase price, net of cash acquired $ 15,205 (a) (b) Allocation of purchase price consideration (in thousands): Accounts receivable $ 3,416 Inventory 2,747 Other assets 1,565 Property, plant and equipment 806 Intangible assets 5,100 Accounts payable and accrued expenses (2,220 ) Customer deposits (1,289 ) Total identifiable net assets 10,125 Goodwill 5,080 Total $ 15,205 The purchase price allocation set forth above reflects preliminary fair value estimates based on preliminary work and analyses performed by management and is subject to change as additional information to assist in determining the fair value of the net assets acquired at the closing date is obtained during the one year post-closing measurement period. Intangible assets consist of $1.5 million allocated to the Tri-State trade name and $3.6 million allocated to customer-related intangible assets. The Tri-State trade name is indefinite-lived and therefore not subject to amortization. The Tri-State trade name will be evaluated for impairment annually or more frequently if an event occurs or circumstances change that indicate it may be impaired, by comparing its fair value to its carrying amount to determine if a write-down to fair value is required. Customer-related intangible assets will be amortized over 10 years. Goodwill is expected to be amortized and deductible for tax purposes over 15 years. Goodwill is attributable primarily to the assembled workforce acquired, as well as benefits from the increased scale of the Company as a result of the Tri-State Acquisition. 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 Tri-State Acquisition, as if the Company had completed the Tri-State Acquisition and related financing (as described in Note 5) on July 1, 2016, but using the preliminary estimates of the fair values of the assets acquired and liabilities assumed as of the Closing Date. 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 Tri-State Acquisition had occurred on the date assumed, nor are they indicative of future results of operations. For the six months ended (in thousands) 2017 2016 Revenues $ 71,583 $ 55,433 Net income 2,636 2,130

Earnings Per Share

Earnings Per Share	6 Months Ended
	Dec. 31, 2017
Earnings Per Share [Abstract]
Earnings Per Share	Note (4) - Earnings Per Share: For the six months ended For the three months ended 2017 2016 2017 2016 Net income $ 2,073 $ 1,680 $ 1,510 $ 1,329 Less: distributed and undistributed restricted common stock 154 51 112 31 Net income allocated to $ 1,919 $ 1,629 $ 1,398 $ 1,278 Weighted average shares 10,585 8,538 10,702 10,043 Dilutive common share 377 — 372 — Weighted average shares 10,962 8,538 11,074 10,043 Basic earnings per share $ 0.18 $ 0.19 $ 0.13 $ 0.13 Diluted earnings per share $ 0.18 $ 0.19 $ 0.13 $ 0.13 At December 31, 2017 and 2016, other than the restricted common stock discussed above, there were no potentially dilutive securities outstanding.

Debt

Debt	6 Months Ended
	Dec. 31, 2017
Debt Disclosure [Abstract]
Debt	Note (5) - Debt: December 31, June 30, Term Loan $ 6,973 $ 4,523 Revolving Line of Credit 4,196 — Less: unamortized discount and deferred (69 ) (78 ) Total debt, net 11,100 4,445 Less: current maturities of long-term debt (1,195 ) (714 ) Total long-term debt $ 9,905 $ 3,731 In connection with the Western State Design Acquisition, on October 7, 2016, the Company entered into a $20.0 million credit agreement (the “Credit Facility”), consisting of a $15.0 million revolving line of credit, subject to adjustment as described below (the “Revolving Line of Credit”), and a $5.0 million term loan (the “Term Loan”). The Company used a total of approximately $12.6 million of borrowings under the Revolving Line of Credit and Term Loan to fund a portion of the cash consideration paid in connection with the Western State Design Acquisition and to pay approximately $88,000 of fees, costs and expenses arising in connection with entering into the Credit Facility. In connection with the Tri-State Acquisition, the Company’s Credit Facility was amended on October 30, 2017. Pursuant to the amendment, the Company received an additional approximately $2.8 million of borrowings under the Term Loan and, in connection therewith, the maximum borrowing limit of the Credit Facility was increased from $20.0 million to approximately $22.2 million and the minimum required monthly payments under the Term Loan (as described below) were increased from $60,000 to $100,000. The Company used a total of approximately $7.9 million of borrowings under the Revolving Line of Credit and Term Loan to fund the Cash Consideration paid in connection with the Tri-State Acquisition. At December 31, 2017, $4.2 million was outstanding under the Revolving Line of Credit and $7.0 million was outstanding under the Term Loan. The Credit Facility has a term of five years and matures on October 10, 2021. Interest on the outstanding principal amount of borrowings under the Credit Facility accrues at an annual rate equal to the daily one-month LIBOR, plus (i) 2.25% in the case of borrowings under the Revolving Line of Credit and (ii) 2.85% in the case of borrowings under the Term Loan. In addition to interest payments, the Company is required to make monthly principal payments on borrowings outstanding under the Term Loan, with the balance due upon maturity. As of December 31, 2017, the required principal payments were $100,000 per month. The obligations of the Company under the Credit Facility are secured by substantially all of the assets of the Company and its subsidiaries. In addition, the Company’s subsidiaries have jointly and severally guaranteed the performance of the Company’s payment and other obligations under the Credit Facility. The Credit Facility also contains affirmative covenants which require the Company to meet certain financial criteria, including a fixed charge coverage ratio, an asset coverage ratio, a senior leverage ratio and a total leverage ratio, as well as other covenants which may restrict, among other things, the Company’s ability to pay dividends, complete merger, acquisition or similar transactions, make certain capital expenditures, incur certain operating lease expenditures or repurchase shares of its common stock. Additionally, the amount available to borrow under the Revolving Line of Credit is determined based on an asset-based formula, which may restrict the amount available for borrowing under the Revolving Line of Credit. At December 31, 2017, the Company was in compliance with all Credit Facility covenants and $10.4 million was available to borrow under the Revolving Line of Credit. See Note 11 for information regarding the amendment to the Credit Facility entered into on February 8, 2018, which increased the maximum borrowings permitted under the Revolving Line of Credit, and the additional borrowings incurred by the Company in connection with such amendment.

Income Taxes

Income Taxes	6 Months Ended
	Dec. 31, 2017
Income Tax Disclosure [Abstract]
Income Taxes	Note (6) - Income Taxes: Income taxes are recorded in the Company’s quarterly financial statements based on the estimated annual effective income tax rate, subject to adjustments for discrete events, should they occur. As of December 31, 2017 and June 30, 2017, the Company had net deferred tax assets of approximately $113,000 and $124,000, respectively, which are included in other assets in the condensed consolidated balance sheets as of such dates. Consistent with the guidance of the Financial Accounting Standards Board (the “FASB”) regarding accounting for income taxes, the Company regularly estimates its ability to recover deferred tax assets and establishes a valuation allowance against deferred tax assets to reduce the balance to amounts expected to be recoverable. This evaluation includes the consideration of several factors, including an estimate of the likelihood of generating sufficient taxable income in future periods over which temporary differences reverse, the expected reversal of deferred tax liabilities, past and projected taxable income and available tax planning strategies. As of December 31, 2017 and June 30, 2017, management believed that it was more-likely-than not that the results of future operations will generate sufficient taxable income to realize the net amount of the Company’s deferred tax assets over the periods during which temporary differences reverse. The Company follows ASC Topic 740-10-25, “Accounting for Uncertainty in Income Taxes” (“ASC 740”). ASC 740 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. During the six months ended December 31, 2017 and 2016, the Company’s accounting for income taxes in accordance with this standard did not result in any adjustment to the Company’s provision for income taxes. As of December 31, 2017, the Company was subject to potential federal and state tax examinations for the tax years 2014 through 2017.

Shareholders' Equity

Shareholders' Equity	6 Months Ended
	Dec. 31, 2017
Stockholders' Equity Note [Abstract]
Shareholders' Equity	Note (7) – Shareholders’ Equity On November 30, 2016, the Company’s Board of Directors declared a $.10 per share cash dividend (an aggregate of $1.0 million), which was paid on January 6, 2017 to stockholders of record at the close of business on December 21, 2016.

Equity Incentive Plan

Equity Incentive Plan	6 Months Ended
	Dec. 31, 2017
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Equity Incentive Plan	Note (8) – Equity Incentive Plan:

Transactions with Related Parti

Transactions with Related Parties	6 Months Ended
	Dec. 31, 2017
Related Party Transactions [Abstract]
Transactions with Related Parties	Note (9) – Transactions with Related Parties: The Company’s wholly-owned subsidiary, Western State Design, leases 17,600 square feet of warehouse and office space from an affiliate of Dennis Mack, a director and Executive Vice President of the Company, and Tom Marks, an Executive Vice President of the Company, pursuant to a lease agreement dated October 10, 2016. Under the lease, monthly base rental payments are $12,000 during the initial term of the lease. 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. The lease has an initial term of five years and provides for two successive three-year renewal terms at the option of Western State Design. Payments under this lease totaled approximately $72,000 and $36,000 during the six months ended December 31, 2017 and 2016, respectively. On June 19, 2017, the Company’s wholly-owned subsidiary, Martin-Ray, entered into a lease agreement, pursuant to which it leases 10,000 square feet of warehouse and office space from an affiliate of Jim Hohnstein, President of Martin-Ray, and Bill Mann, a Vice President of Martin-Ray. Under the lease, monthly base rental payments are $6,000 during the initial term of the lease. In addition to base rent, Martin-Ray is responsible under the lease for costs related to real estate taxes, utilities, maintenance, repairs and insurance. The lease has an initial term of three years and provides for two successive three-year renewal terms at the option of Martin-Ray. Payments under this lease totaled approximately $36,000 during the six months ended December 31, 2017. On October 31, 2017, the Company’s wholly-owned subsidiary, Tri-State, 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, President of Tri-State. Under the leases, monthly base rental payments total $21,000 during the initial terms of the leases. In addition to base rent, Tri-State is responsible under the leases for costs related to real estate taxes, utilities, maintenance, repairs and insurance. Each lease has an initial term of five years and provides for two successive three-year renewal terms at the option of Tri-State. Payments under these leases totaled approximately $42,000 during the six months ended December 31, 2017.

Recently Issued Accounting Guid

Recently Issued Accounting Guidance	6 Months Ended
	Dec. 31, 2017
New Accounting Pronouncements and Changes in Accounting Principles [Abstract]
Recently Issued Accounting Guidance	Note (10) – Recently Issued Accounting Guidance In July 2015, the FASB issued ASU No. 2015-11 , In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)” (“ASU 2016-02”), which is designed to increase transparency and comparability by requiring the recognition of lease assets and lease liabilities on the balance sheet and the disclosure of key information about leasing arrangements. The new standard will require an entity to recognize the following for all leases (with the exception of short-term leases) at the commencement date (i) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and (ii) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018 (the fiscal year ending June 30, 2020 for the Company), with early adoption permitted. The Company is evaluating the impact, if any, that adopting this standard may have on its consolidated financial statements. In March 2016, the FASB issued ASU No. 2016-09, “Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting” (“ASU 2016-09”), which requires that all income tax effects of awards be recognized in the statement of operations when the awards vest or settle. The standard also requires the presentation of excess tax benefits as an operating activity on the statement of cash flows rather than as a financing activity. The standard increases the amount companies can withhold to cover income taxes on awards without triggering liability classification for shares used to satisfy statutory income tax withholding obligations and requires application of a modified retrospective transition method. ASU 2016-09 is effective for annual reporting periods beginning after December 15, 2016 (and interim periods therein). The Company adopted this standard effective July 1, 2017. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-04, “Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment”, which is designed to simplify the subsequent measurement of goodwill. The new guidance eliminated the second step from the goodwill impairment test which was required in computing the implied fair value of goodwill. Instead, under the amendment, an entity will be required to perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount and, if applicable, should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the charge recognized should not exceed the total amount of goodwill allocated to that reporting unit. If applicable, an entity should consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when performing the goodwill impairment test. The amendments in this guidance are effective for public business entities for annual and interim goodwill impairment tests performed in fiscal years beginning after December 15, 2019 (the fiscal year ending June 30, 2021 for the Company), with early adoption permitted. The Company is currently evaluating the impact, if any, that adopting this guidance may have on its consolidated financial statements. Management believes the impact of other issued accounting standards and updates, which are not yet effective, will not have a material impact on the Company’s consolidated financial position, results of operations or cash flows upon adoption.

Subsequent Events

Subsequent Events	6 Months Ended
	Dec. 31, 2017
Subsequent Events [Abstract]
Subsequent Events	Note (11) – Subsequent Events In connection with the AA Acquisition, the Company’s Credit Facility (described in Note 5 – Debt) was amended on February 8, 2018. Pursuant to the amendment, the Company received an additional approximately $5.0 million of borrowings under the Revolving Line of Credit and, in connection therewith, the maximum borrowing limit of the Revolving Line of Credit was increased from $15.0 million to approximately $20.0 million.

Acquisition (Tables)

Acquisition (Tables)	6 Months Ended
	Dec. 31, 2017
Business Combinations [Abstract]
Schedule of Purchase Price	The computation of purchase price consideration and the preliminary allocation of consideration to the net assets acquired are presented in the following tables (in thousands): Purchase price: Cash Consideration, net of cash acquired (a) $ 6,177 Stock Consideration (b) 9,028 Total purchase price, net of cash acquired $ 15,205 (a) (b)
Schedule of Allocation of Purchase Price Consideration	Allocation of purchase price consideration (in thousands): Accounts receivable $ 3,416 Inventory 2,747 Other assets 1,565 Property, plant and equipment 806 Intangible assets 5,100 Accounts payable and accrued expenses (2,220 ) Customer deposits (1,289 ) Total identifiable net assets 10,125 Goodwill 5,080 Total $ 15,205
Schedule of 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 Tri-State Acquisition, as if the Company had completed the Tri-State Acquisition and related financing (as described in Note 5) on July 1, 2016, but using the preliminary estimates of the fair values of the assets acquired and liabilities assumed as of the Closing Date. 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 Tri-State Acquisition had occurred on the date assumed, nor are they indicative of future results of operations. For the six months ended (in thousands) 2017 2016 Revenues $ 71,583 $ 55,433 Net income 2,636 2,130

Earnings Per Share (Tables)

Earnings Per Share (Tables)	6 Months Ended
	Dec. 31, 2017
Earnings Per Share [Abstract]
Schedule of Basic and diluted earnings per share	Basic and diluted earnings per share for the six months ended December 31, 2017 and 2016 are computed as follows (in thousands except per share data): For the six months ended For the three months ended 2017 2016 2017 2016 Net income $ 2,073 $ 1,680 $ 1,510 $ 1,329 Less: distributed and undistributed restricted common stock 154 51 112 31 Net income allocated to $ 1,919 $ 1,629 $ 1,398 $ 1,278 Weighted average shares 10,585 8,538 10,702 10,043 Dilutive common share 377 — 372 — Weighted average shares 10,962 8,538 11,074 10,043 Basic earnings per share $ 0.18 $ 0.19 $ 0.13 $ 0.13 Diluted earnings per share $ 0.18 $ 0.19 $ 0.13 $ 0.13

Debt (Tables)

Debt (Tables)	6 Months Ended
	Dec. 31, 2017
Debt Disclosure [Abstract]
Schedule of Long-term debt	Long-term debt as of December 31, 2017 and June 30, 2017 are as follows (in thousands): December 31, June 30, Term Loan $ 6,973 $ 4,523 Revolving Line of Credit 4,196 — Less: unamortized discount and deferred (69 ) (78 ) Total debt, net 11,100 4,445 Less: current maturities of long-term debt (1,195 ) (714 ) Total long-term debt $ 9,905 $ 3,731

General (Details)

General (Details) - USD ($)	Oct. 10, 2016	Oct. 31, 2017	Jun. 19, 2017	Dec. 31, 2017
Western State Design [Member]
Cash Consideration	$ 18,500,000
Stock Consideration	2,044,990
Martin-Ray [Member]
Cash Consideration			$ 2,000,000
Stock Consideration			98,668
Tri-State Technical Services [Member]
Cash Consideration		$ 7,950,000		$ 7,952,000
Stock Consideration		338,115		338,115

Acquisition (Narrative) (Detail

Acquisition (Narrative) (Details) - Tri-State Technical Services [Member] - USD ($)	1 Months Ended	6 Months Ended
	Oct. 31, 2017	Dec. 31, 2017
Business Acquisition [Line Items]
Cash Consideration	$ 7,950,000	$ 7,952,000
Stock Consideration	338,115	338,115
Acquisition legal and other professional fees		$ 137,000
Total purchase price for accounting purposes		17,000,000
Cash acquired		$ 1,800,000
Closing price		$ 26.70
Goodwill [Member]
Business Acquisition [Line Items]
Amortized life		15 years
Trade Names [Member]
Business Acquisition [Line Items]
Indefinite lived intangible assets acquired		$ 1,500,000
Customer-related intangible assets [Member]
Business Acquisition [Line Items]
Finite lived intangible assets acquired		$ 3,600,000
Amortized life		10 years

Acquisition (Schedule of Purcha

Acquisition (Schedule of Purchase Price) (Details) - USD ($) $ in Thousands		6 Months Ended
		Dec. 31, 2017	Dec. 31, 2016
Purchase price consideration:
Cash Consideration, net of cash acquired		$ 6,177	$ 13,394
Tri-State Technical Services [Member]
Purchase price consideration:
Cash Consideration, net of cash acquired	[1]	6,177
Stock Consideration	[2]	9,028
Total purchase price, net of cash acquired		$ 15,205
[1]	Includes $7,952,000 paid at closing (inclusive of a preliminary working capital adjustment) net of $1.8 million of cash acquired.
[2]	Calculated as 338,115 shares of common stock, multiplied by $26.70, the closing price of the Company's common stock on the closing date.

Acquisition (Schedule of Alloca

Acquisition (Schedule of Allocation of purchase price consideration) (Details) - USD ($) $ in Thousands	Dec. 31, 2017	Jun. 30, 2017
Allocation of purchase price consideration (in thousands):
Goodwill	$ 29,808	$ 24,753
Tri-State Technical Services [Member]
Allocation of purchase price consideration (in thousands):
Accounts receivable	3,416
Inventory	2,747
Other assets	1,565
Property, plant and equipment	806
Intangible assets	5,100
Accounts payable and accrued expenses	(2,220)
Customer deposits	(1,289)
Total identifiable net assets	10,125
Goodwill	5,080
Total	$ 15,205

Acquisition (Schedule of Supple

Acquisition (Schedule of Supplemental Pro Forma Results of Operations) (Details) - Tri-State Technical Services [Member] - USD ($) $ in Thousands	6 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Business Acquisition [Line Items]
Revenues	$ 71,583	$ 55,433
Net income	$ 2,636	$ 2,130

Earnings Per Share (Details)

Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2017	Dec. 31, 2016
Earnings Per Share [Abstract]
Net income	$ 1,510	$ 1,329	$ 2,073	$ 1,680
Less: distributed and undistributed income allocated to unvested restricted common stock	112	51	154	51
Net income allocated to EnviroStar, Inc. shareholders	$ 1,398	$ 1,278	$ 1,919	$ 1,629
Weighted average shares outstanding used in basic	10,702	10,043	10,585	8,538
Dilutive common share equivalents	372		377
Weighted average shares outstanding used in diluted earnings per share	11,074	10,043	10,962	8,538
Basic earnings per share	$ 0.13	$ 0.13	$ 0.18	$ 0.19
Diluted earnings per share	$ 0.13	$ 0.13	$ 0.18	$ 0.19

Debt (Narrative) (Details)

Debt (Narrative) (Details) - USD ($)	1 Months Ended	6 Months Ended
	Oct. 30, 2017	Dec. 31, 2017	Jun. 30, 2017	Oct. 07, 2016
Debt Instrument [Line Items]
Line of credit amount outstanding		$ 4,196,000
Credit facility [Member]
Debt Instrument [Line Items]
Revolving line of credit facility amount				$ 20,000,000
Fees, costs and expenses		$ 88,000
Basis of variable interest rate		one-month LIBOR, plus
Spread on variable interest rate basis		2.25%
Expiration date		Oct. 10, 2021
Line of credit amount outstanding		$ 4,200,000
Proceeds from credit facility	$ 7,900,000	12,600,000
Available to borrow under the Revolving Line of Credit		$ 10,400,000
Credit facility [Member] | Minimum [Member]
Debt Instrument [Line Items]
Revolving line of credit facility amount	20,000,000
Credit facility [Member] | Maximum [Member]
Debt Instrument [Line Items]
Revolving line of credit facility amount	22,200,000
Term Loan [Member]
Debt Instrument [Line Items]
Revolving line of credit facility amount				5,000,000
Spread on variable interest rate basis		2.85%
Line of credit amount outstanding		$ 7,000,000
Monthly payments		100,000
Proceeds from term loan		$ 2,800,000
Term Loan [Member] | Minimum [Member]
Debt Instrument [Line Items]
Monthly payments	60,000
Term Loan [Member] | Maximum [Member]
Debt Instrument [Line Items]
Monthly payments	$ 100,000
Revolving line of credit [Member]
Debt Instrument [Line Items]
Revolving line of credit facility amount				$ 15,000,000

Debt (Schedule of Long-term deb

Debt (Schedule of Long-term debt) (Details) - USD ($) $ in Thousands	Dec. 31, 2017	Jun. 30, 2017
Debt Disclosure [Abstract]
Term Loan	$ 6,973	$ 4,523
Revolving Line of Credit	4,196
Less: unamortized discount and deferred financing costs	(69)	(78)
Total debt, net	11,100	4,445
Less: current maturities of long-term debt	(1,195)	(714)
Total long-term debt	$ 9,905	$ 3,731

Income Taxes (Details)

Income Taxes (Details) - USD ($) $ in Thousands	Dec. 31, 2017	Jun. 30, 2017
Income Tax Disclosure [Abstract]
Total deferred income tax assets	$ 113,000	$ 124,000

Shareholders' Equity (Details)

Shareholders' Equity (Details) - USD ($) $ / shares in Units, $ in Thousands	Dec. 12, 2017	Nov. 30, 2016	Dec. 31, 2017	Dec. 31, 2016
Stockholders' Equity Note [Abstract]
Cash dividends declared	$ 0.12	$ 0.10
Dividends	$ 1,400	$ 1,000	$ 1,403	$ 1,039
Dividend paid date	Jan. 9, 2018	Jan. 6, 2017
Dividend record date	Dec. 26, 2017	Dec. 21, 2016

Equity Incentive Plan (Details)

Equity Incentive Plan (Details) - USD ($) $ in Millions	6 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Number of shares authorized under 2015 Equity Incentive Plan	1,500,000
Awards granted under 2015 Equity Incentive Plan	8,982	414,762
Unrecognized compensation expense, net of estimated forfeitures, related to non-vested restricted stock	$ 14.1

Transactions with Related Par31

Transactions with Related Parties (Details)	6 Months Ended
	Dec. 31, 2017USD ($)ft²	Dec. 31, 2016USD ($)
Michael S. Steiner [Member]
Related Party Transaction [Line Items]
Original lease term	3 years
Area of lease | ft²	27,000
Lease start date	Nov. 1, 2014
Annual rent payment, year one	$ 10,900
Rental expense	$ 65,000	$ 65,000
Dennis Mack and Tom Marks [Member] | Western State Design [Member]
Related Party Transaction [Line Items]
Original lease term	5 years
Area of lease | ft²	17,600
Lease start date	Oct. 10, 2016
Annual rent payment, year one	$ 12,000
Rental expense	$ 72,000	$ 36,000
Martin-Ray [Member]
Related Party Transaction [Line Items]
Original lease term	3 years
Area of lease | ft²	10,000
Annual rent payment, year one	$ 6,000
Rental expense	$ 36,000
Matt Stephenson [Member] | Tri-State [Member]
Related Party Transaction [Line Items]
Original lease term	5 years
Area of lease | ft²	81,000
Annual rent payment, year one	$ 21,000
Rental expense	$ 42,000

Subsequent Events (Details)

Subsequent Events (Details) - Subsequent Event [Member] - AA Acquisition [Member] - USD ($)	Feb. 09, 2018	Feb. 08, 2018
Subsequent Event [Line Items]
Cash Consideration	$ 8,500,000
Stock Consideration	348,360
Revolving line of credit [Member]
Subsequent Event [Line Items]
Proceeds from line of credit		$ 5,000,000
Revolving line of credit [Member] | Minimum [Member]
Subsequent Event [Line Items]
Proceeds from line of credit		15,000,000
Revolving line of credit [Member] | Maximum [Member]
Subsequent Event [Line Items]
Proceeds from line of credit		$ 20,000,000