UNITED STATES




SECURITIES AND EXCHANGE COMMISSION




WASHINGTON, D.C.  20549




FORM 10-Q




x
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934




For the quarterly period ended March 31, 2010




OR




o
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




EnviroStar, Inc.


(Exact name of Registrant as Specified in Its charter)




Delaware
11-2014231(State of Other Jurisdiction of
(I.R.S. EmployerIncorporation or Organization)
Identification No.)







290 N.E. 68 Street, Miami, Florida  33138


(Address of Principal Executive Offices)




(305) 754-4551


(Registrant’s telephone Number, Including Area Code)




DRYCLEAN USA, Inc.


(Former name, former address and former fiscal year, if changed since last report)





Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  xNo  o




Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).    Yes  o   No o




Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):




Large accelerated filer  o     Accelerated filer   o    Non-accelerated filer   o    Smaller reporting companyx




Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).


Yes  o  No x




State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:  Common Stock, $.025 par value per share – 7,033,732 shares outstanding as of May 13, 2010.











PART I – FINANCIAL INFORMATIONItem 1.
Financial StatementsCondensed Consolidated Statements of Income (Unaudited)

for the nine and three months ended March 31, 2010 and 2009
3Condensed Consolidated Balance Sheets at March 31, 2010 (Unaudited)

and June 30, 2009
4Condensed Consolidated Statements of Cash Flows (Unaudited)

for the nine months ended March 31, 2010 and 2009
6Notes to the Condensed Consolidated Financial Statements (Unaudited)
7Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
11Item 3.
Quantitative and Qualitative Disclosures About Market Risk
16Item 4T.
Controls and Procedures
16PART II – OTHER INFORMATIONItem 6.
Exhibits
17Signatures
17Exhibit Index
18








2


PART 1.  FINANCIAL INFORMATION





Item 1.      Financial Statements





EnviroStar, Inc. (formerly named DRYCLEAN USA, Inc.)


CONDENSED CONSOLIDATED STATEMENTS OF INCOME








For the nine months

ended

March 31,


For the three months

ended

March 31,2010


2009



2010



2009(Unaudited)


(Unaudited)Net sales

$
13,549,531


$
17,885,801


$
3,893,022


$
5,107,251Development fees, franchise and license fees, commissions and other


295,043



241,493



201,621



55,578Total revenues


13,844,574



18,127,294



4,094,643



5,162,829Cost of goods sold


10,308,173



13,882,458



2,920,269



3,980,982Selling, general and administrative expenses


3,195,200



3,477,718



1,069,733



1,057,705Total operating expenses


13,503,373



17,360,176



3,990,002



5,038,687Operating income


341,201



767,118



104,641



124,142Interest income


8,719



69,649



2,099



11,586Earnings before taxes


349,920



836,767



106,740



135,728Provision for income taxes


133,548



318,698



40,561



52,350Net earnings

$
216,372


$
518,069


$
66,179


$
83,378Basic and diluted earnings per share

$
.03


$
.07


$
.01


$
.01Weighted average number of sharesBasic


7,033,732



7,033,847



7,033,732



7,033,791Diluted


7,033,732



7,033,847



7,033,732



7,033,791





See Notes to Condensed Consolidated Financial Statements




3


EnviroStar, Inc. (formerly named DRYCLEAN USA, Inc.)


CONDENSED CONSOLIDATED BALANCE SHEETS








ASSETSMarch 31,

2010

(Unaudited)


June 30,

2009Current AssetsCash and cash equivalents

$
5,718,919


$
5,460,954Accounts and trade notes receivable, net


917,507



936,214Inventories


2,303,201



3,002,428Deferred income taxes


162,756



173,354Refundable income taxes


53,355



51,220Other assets


83,901



175,661Total current assets


9,239,639



9,799,831Equipment and improvements, net


182,069



213,153Franchise, trademarks and other intangible assets, net


97,563



112,918Deferred tax asset


71,031



61,115$
9,590,302


$
10,187,017





See Notes to Condensed Consolidated Financial Statements





4


EnviroStar, Inc. (formerly named DRYCLEAN USA, Inc.)


CONDENSED CONSOLIDATED BALANCE SHEETS








LIABILITIES AND

SHAREHOLDERS’ EQUITYMarch 31,

2010

(Unaudited)


June 30,

2009Current LiabilitiesAccounts payable and accrued expenses

$
751,845


$
713,661Accrued employee expenses


333,587



506,710Customer deposits


1,169,672



1,847,822Total current liabilities


2,255,104



3,068,193Total liabilities


2,255,104



3,068,193Shareholders’ EquityPreferred stock, $1.00 par value; Authorized shares – 200,000; none issued 
and outstanding


-



-Common stock, $.025 par value; Authorized shares - 15,000,000; 7,065,500, 
shares issued and outstanding, including shares held in treasury


176,638



176,638Additional paid-in capital


2,095,069



2,095,069Retained earnings


5,067,429



4,851,055Treasury stock, 31,768 shares, at cost


(3,938
)


(3,938
)Total shareholders’ equity


7,335,198



7,118,824$
9,590,302


$
10,187,017





See Notes to Condensed Consolidated Financial Statements





5


EnviroStar, Inc. (formerly named DRYCLEAN USA, Inc.)


CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS





Nine months endedMarch 31, 2010

(Unaudited)


March 31, 2009

(Unaudited)Operating activities:Net earnings

$
216,372


$
518,069Adjustments to reconcile net earnings to net cash

provided by operating activities:Bad debt expense


(25,357
)


41,288Depreciation and amortization


61,489



97,501Provision for deferred income taxes


682



(54,310
)(Increase) decrease in operating assets:Accounts and trade notes receivables


44,064



1,654,903Inventories


699,227



443,678Other current assets


91,760



21,502Refundable income taxes


(2,135
)


(50,809
)Increase (decrease) in operating liabilities:Accounts payable and accrued expenses


38,184



(392,778
)Accrued employee expenses


(173,123
)


(245,467
)Unearned income


-



(41,387
)Customer deposits


(678,150
)


(581,070
)Income taxes payable


-



(16,682
)Net cash provided by operating activities


273,013



1,394,438Investing activities:Capital expenditures


(15,048
)


(8,671
)Net cash used by investing activities


(15,048
)


(8,671
)Financing activities:Purchase of treasury stock


-



(115
)Net cash used by financing activities


-



(115
)Net increase in cash and cash equivalents


257,965



1,385,652Cash and cash equivalents at beginning of period


5,460,954



3,889,736Cash and cash equivalents at end of period

$
5,718,919


$
5,275,388Supplemental information:Cash paid for income taxes

$
125,000


$
440,500





See Notes to Condensed Consolidated Financial Statements








6
 EnviroStar, Inc. (formerly named DRYCLEAN USA, Inc.) and Subsidiaries
  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 March 31, 2010
 (Unaudited)


Note (1) – General:The accompanying unaudited condensed consolidated financial statements include the accounts of EnviroStar, Inc. and its subsidiaries (the “Company”).  All material intercompany balances and transactions have been eliminated in consolidation.




Effective December 1, 2009, the Company changed its name from “DRYCLEAN USA, Inc.” to “EnviroStar, Inc.”




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 related to interim period financial statements. Accordingly, these condensed consolidated financial statements do not include certain information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. However, the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting only of normal recurring accruals) which, in the opinion of management, are necessary in order to make the financial statements not misleading. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. For further information, refer to the Company’s financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended June 30, 2009. The June 30, 2009 balance sheet information contained herein was derived from the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K as of that date.




The preparation of the 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.  Actual results could differ from those estimates.




Note (2) –   Earnings Per Share:  Basic and diluted earnings per share for the nine and three months ended March 31, 2010 and 2009 are computed as follows:





For the nine months ended

March 31,


For the three months ended

March 31,2010

(Unaudited)


2009

(Unaudited)


2010

(Unaudited)


2009

(Unaudited)Net earnings

$
216,372


$
518,069


$
66,179


$
83,378Weighted average shares outstanding


7,033,732



7,033,847



7,033,732



7,033,791Basic and fully diluted earnings per share

$
.03


$
.07


$
.01


$
.01





At March 31, 2010, the Company had no outstanding options to purchase shares of the Company’s common or other dilutive securities.  At March 31, 2009, there was one outstanding option to purchase 10,000 shares of the Company’s common stock which shares were excluded in the computation of earnings per share because the exercise price of the option was at least the average market price of the Company’s common stock for the period.




7
 EnviroStar, Inc. (formerly named DRYCLEAN USA, Inc.) and Subsidiaries
  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 March 31, 2010
 (Unaudited)


Note  (3) – Revolving Credit Line:  Effective November 3, 2009, the Company’s existing $2,250,000 revolving line of credit facility was extended until October 30, 2010. The Company’s obligations under the facility are guaranteed by the Company’s subsidiaries and collateralized by substantially all of the Company’s and its subsidiaries’ assets. No amounts were outstanding under this facility at March 31, 2010 or June 30, 2009.




Note (4) –  Stock-Based Compensation Plans:The Company’s 2000 Stock Option Plan and 1994 Non-Employee Director Stock Option Plan are the Company’s only stock-based compensation plans. The 2000 Stock Option Plan authorizes the grant until May 2, 2010 of options to purchase up to 500,000 shares of the Company’s common stock to employees, directors and consultants. No options were outstanding under the 2000 Stock Option Plan on March 31, 2010. The 1994 Non-Employee Director Stock Option Plan terminated on May 6, 2009, when the last remaining option under the plan expired unexercised.




Effective January 1, 2006, the Company adopted the modified prospective approach contained in guidance of the Financial Accounting Standards Board (the “FASB”) for accounting for stock compensation.  This approach applies to stock compensation grants after December 15, 2005 and to grants that were outstanding on December 31, 2005 to the extent not yet vested.  Since no new options were granted during the nine and three months ended March 31, 2010 and 2009 and all outstanding options were fully vested at December 31, 2005, no compensation cost for share-based payments was recognized during the nine and three months ended December 31, 2010 and 2009.




Note (5) – Income Taxes:Income tax expense varies from the federal corporate income tax rate of 34%, primarily due to state income taxes, net of federal income tax effect, and permanent differences.




As of March 31, 2010 and June 30, 2009, the Company had deferred tax assets of $233,787 and $234,469, respectively.  Consistent with the guidance of 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 considers 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 March 31, 2010, management believes that it is more-likely-than not that the results of future operations will generate sufficient taxable income to realize the net amount of our deferred tax assets over the periods during which temporary differences reverse.




The Company follows Accounting Standards Codification (“ASC”) Topic 740-10-25 in Accounting for Uncertainty in Income Taxes.  Topic 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 nine months ended March 31, 2010, this did not result in any adjustment to the Company’s provision for income taxes.




As of March 31, 2010, the Company was subject to potential Federal and State tax examinations for the tax years 2007 through 2009.




8
 EnviroStar, Inc. (formerly named DRYCLEAN USA, Inc.) and Subsidiaries
  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 March 31, 2010
 (Unaudited)


Note (6) –  Segment Information: The Company’s reportable segments are strategic businesses that offer different products and services. They are managed separately because each business requires different marketing strategies. The Company primarily evaluates the operating performance of its segments based on the categories noted in the table below. The Company has no sales between segments. Financial information for the Company’s business segments is as follows:





For the nine months ended

March 31,


For the three months ended

March 31,2010

2009

2010


2009(Unaudited)


(Unaudited)Revenues:Commercial and industrial laundry and dry cleaning equipment

$
13,746,262


$
17,996,247


$
4,055,727


$
5,121,661License and franchise operations


98,312



131,047



38,916



41,168Total revenues

$
13,844,574


$
18,127,294


$
4,094,643


$
5,162,829Operating income (loss):Commercial and industrial laundry and dry cleaning equipment

$
511,746


$
976,859


$
169,497


$
185,018License and franchise operations


111,318



50,398



29,744



25,165Corporate


(281,863
)


(260,139
)


(94,600
)


(86,041
)Total operating income

$
341,201


$
767,118


$
104,641


$
124,142





March 31, 2010(Unaudited)


June 30, 2009Identifiable assets:Commercial and industrial laundry and dry cleaning equipment

$
9,110,332


$
9,497,789License and franchise operations


187,791



401,473Corporate


292,179



287,755Total assets

$
9,590,302


$
10,187,017





Note (7) – Recently Adopted Accounting Guidance:In June 2009, the FASB issued the “Codification and the Hierarchy of Generally Accepted Accounting Principles” (the “ASC”).  The purpose of theASC is to provide a single source of authoritative GAAP.  The ASC was effective for the Company in the first quarter of fiscal 2010.  As the ASC was notintended to change or alter existing GAAP, the adoption of the ASC did not have a material effect on the Company’s financial statements.









9




EnviroStar, Inc. (formerly named DRYCLEAN USA, Inc.) and Subsidiaries
  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 March 31, 2010
 (Unaudited)


In April 2009, the FASB issued three accounting standards, each of which were effective for the Company on June 30, 2009.  The first requires disclosure about the method and significant assumptions used to establish the fair value of financial instruments for interim reporting periods as well as annual statements.  The second provides guidance for other-than-temporary impairments to improve the consistency in the timing of impairment recognition, as well as provide greater clarity to investors about credit and non-credit components of impaired debt securities that are not expected to be sold.  The third provides guidance which primarily addressed the measurement of fair value of financial assets and liabilities when there is no active market or where the price inputs being used could be indicative of distressed sales.  The adoption of these standards did not have a material impact on the Company’s financial statements.




Note (8) – Recently Issued Accounting Guidance Not Yet Adopted:  In October 2009, the FASB issued new accounting guidance that amends the revenue recognition for multiple-element arrangements and expands the disclosure requirements related to such arrangements.  The new guidance amends the criteria for separating consideration in multiple-deliverable arrangements, establishes a selling price hierarchy for determining the selling price of a deliverable, eliminates the residual method of allocation, and requires the application of relative selling price method in allocating the arrangement consideration to all deliverables.  The Company does not expect this accounting guidance, which is effective for the Company beginning July 1, 2010, to have a material impact on the Company’s consolidated financial condition or results of operations.




In October 2009, the FASB issued accounting guidance that changes the accounting model for revenue arrangements that include both tangible products and software elements that function together to deliver the product’s essential functionality.  The accounting guidance is designed to more closely reflect the underlying economics of these transactions.  The Company does not expect this accounting guidance, which is effective for the Company beginning July 1, 2010, to have a material impact on the Company’s consolidated financial condition or results of operations.




Note (9) – Subsequent Events:In May 2009, the FASB issued a new standard related to subsequent events which establishes the accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued.  The new standard was adopted in the first quarter of fiscal 2010.  The Company evaluated all events or transactions that occurred after March 31, 2010 through the date the company issued these financial statements. During this period there were no subsequent reportable events.





10


Item 2.       Management’s Discussion and Analysis of Financial Condition and Results of Operations





Overview





Revenues for the nine and three month periods ended March 31, 2010 decreased by 23.6% and 20.7%, respectively, compared to the same periods of fiscal 2009. While orders for drycleaning equipment and boilers have stabilized and, in fact, increased, sales of larger laundry machine orders continue to suffer due to the economic crisis affecting new projects. While our revenues do not reflect the sales of a large installation made in our territory during the third quarter of fiscal 2010 since the sale was made by a distributor in another territory, we earned a substantial commission thereon. The reduction in revenues for the  nine and three month periods caused profits to decrease by 58.2% and 20.6% respectively, compared to the same periods of fiscal 2009.




Gross profit margins for the nine and three month periods of fiscal 2010 improved to 23.9% and 25.0% respectively, from 22.4% and 22.1% in fiscal 2009.  The improvement is attributable to a change in mix of products sold.




The Company’s cash and financial position remain strong during this challenging period.  Inventories were reduced to match incoming orders.




The Company’s backlog improved slightly during the three months ended March 31, 2010, but still is well below prior year levels.




Liquidity and Capital Resources




Cash increased by $257,965 during the nine month period of fiscal 2010 compared to an increase of $1,385,652 during the same period of fiscal 2009. The following summarizes the Company’s Condensed Consolidated Statements of Cash Flows:




Nine Months Ended March 31,2010

(Unaudited)

2009

(Unaudited)Net cash provided (used) by:Operating activities

$
273,013


$
1,394,438Investing activities


(15,048
)


(8,671
)Financing activities


-



(115
)





For the nine month period ended March 31, 2010, operating activities provided cash of $273,013 compared to $1,394,438 of cash provided during the same period of fiscal 2009.  The cash provided by operating activities for the nine month period was primarily due to a reduction of $699,227 in inventories, as inventories were kept in line with incoming orders after heavy shipments made during the second quarter of fiscal 2010.  Inventory levels are relatively low and inventory purchases should increase as orders improve with an improving economy.  Cash was also provided by the Company’s net earnings of $216,372 and non-cash expenses for depreciation and amortization of $61,489, partially offset by the collection of a $35,000 account receivable which resulted in a reversal of a previously recognized bad debt expense.  Additional cash was provided by a decrease of $44,064 in accounts and trade notes receivable, a decrease of $91,760 in other current assets and a $38,184 increase in accounts payable and accrued expenses.  These were partially offset by a $678,150 reduction in customer deposits as new orders lagged behind shipments during the period.  Cash was also used to reduce accrued employee expenses of $173,123.




11


Most of the cash provided by operating activities for the first nine months of fiscal 2009 resulted from a $1,654,903 reduction in accounts and trade notes receivable, reflecting the collection of higher than normal accounts receivable that existed at the end of fiscal 2008 which related to record fourth quarter fiscal 2008 sales.  Other cash generated by operating activities during the first nine months of fiscal 2009 was provided by the Company’s net earnings of $518,069 and non-cash expenses for depreciation and amortization of $97,501 and bad debts of $42,288 offset by an increase of $54,310 in the provision for deferred income taxes.  Included in bad debt expense was an increase in the provision for bad debts of $20,000 due to the slowing economy.  The provision for deferred income taxes included a $72,212 reserve against certain returned inventories.  Other cash was generated by a decrease in inventories of $443,678 and other assets of $21,502. This cash was offset by a reduction in accounts payable and accrued expenses of $392,778, accrued employee expenses of $245,467 and customer deposits of $581,070.  Other uses of cash included a reduction of $41,387 associated with the amortization of the initial fee received by the Company from Whirlpool Corporation in January 2005 (which fee was fully amortized at December 31, 2008) and refundable income taxes and income taxes payable aggregating $67,491.




Investing activities for the first nine months of fiscal 2010 used cash of $15,048 compared to $8,671 used in the same period of fiscal 2009, mostly for capital purchases.




There were no expenditures for financing activities during the first nine months of fiscal 2010. During the first nine months of fiscal 2009 financing activities used $115 to purchase 143 shares of treasury stock.




Effective November 3, 2009, the Company’s existing $2,250,000 revolving line of credit facility was extended until October 30, 2010. The Company’s obligations under the facility are guaranteed by the Company’s subsidiaries and collateralized by substantially all of the Company’s and its subsidiaries’ assets. No amounts were outstanding under this facility at March 31, 2010 or June 30, 2009.




The Company believes that its present cash position, cash it expects to generate from operations and, should it need cash, which is not presently anticipated, cash borrowings available under its $2,250,000 revolving line of credit facility, will be sufficient to meet its operational needs.




Off-Balance Sheet Financing




The Company has no off-balance sheet financing arrangements within the meaning of item 303(a)(4) of Regulation S-K.




Results of Operations




Revenues.





The following table sets forth certain information with respect to changes in the Company’s revenues for the periods presented:





Nine months ended



Three months endedMarch 31,



March 31,2010

(Unaudited)

2009

(Unaudited)

%

Change
2010

(Unaudited)
2009

(Unaudited)

%

ChangeNet sales

$
13,549,531


$
17,885,801



-24.2
%

$
3,893,022


$
5,107,251



-23.8
%Development fees, franchise and license fees, commissions and other


295,043



241,493



22.2
%


201,621



55,578



262.8
%Total revenues

$
13,844,574


$
18,127,294



-23.6
%

$
4,094,643


$
5,162,829



-20.7
%





12


Revenues for the nine and three month periods ended March 31, 2010 decreased by $4,282,720 (23.6%) and $1,068,186 (20.7%), respectively, from the same periods of fiscal 2009. The decreases in revenues were largely attributable to the current financial crisis and the weak economy, which has reduced larger laundry equipment orders.  However, sales of other equipment stabilized and, in fact, increased. For the nine month period of fiscal 2010, compared to the same period of fiscal 2009, sales of laundry equipment decreased by 42.9%, which was partially offset by sales of drycleaning equipment which increased by 7.6%, sales of boilers which increased 20.2% and sales of spare parts which increased 12.9%.  Shipments  for the three months ended March 31, 2010, followed the same pattern with sales of laundry equipment decreasing by 52.4% while sales of drycleaning equipment increased 39.9%, sales of boilers increased 45.7% and sales of spare parts increased 23.5%.  The increase in boiler sales for both periods was attributed to the new line of boilers that the Company began to distribute at the beginning of the fiscal year.  This new line also contributed to the increase in spare parts sales. Foreign sales for both the nine (notwithstanding a 23.4% increase in foreign sales in the second quarter over the second quarter of fiscal 2009) and three month periods of fiscal 2010 decreased by 21.3% and 3.2%, respectively from the same periods of fiscal 2009.




Development fees, franchise and license fees, commissions and other increased by $53,550 (22.2%) and $146,043 (262.8%), respectively, for the nine and three month periods ended March 31, 2010 from the same periods of fiscal 2009.  The increases were attributable to commission income received during the third quarter of fiscal 2010 on a sale by another distributor for an installation made in our territory.  Royalty and license fee income for both periods were lower due to the economic downturn.





Operating Expenses.





Nine months ended

Three months endedMarch 31,

March 31,2010

(Unaudited)

2009

(Unaudited)

2010

(Unaudited)

2009

(Unaudited)As a percentage of sales:Cost of goods sold


76.1
%


77.6
%


75.0
%


77.9
%As a percentage of revenue:Selling, general and administrative expenses


23.1
%


19.2
%


26.1
%


20.5
%Total expenses


97.5
%


95.8
%


97.4
%


97.6
%





Costs of goods sold, expressed as a percentage of sales, improved to 76.1% and 75.0% for the nine and three month periods, respectively, in fiscal 2010 from 77.6% and 77.9% for the nine and three month periods, respectively, in fiscal 2009.  The improvement is attributed to a change in the mix of products sold during the periods, with a decrease in laundry equipment sales, which carry a lower margin, and an increase in sales of other products, which carry a higher margin.




Selling, general and administrative expenses decreased by $282,518 (8.1%) and increased by $12,028 (1.1%) for the nine and three month periods, respectively, of fiscal 2010 from the same periods in fiscal 2009.  The decrease in dollar amount in the fiscal 2010 nine months period was mainly attributable to a reduction in payroll costs and commissions due to reduced sales.  The variation as a percentage of revenues in both periods was due to the level of sales for the period which reduced the absorption of fixed and semi-variable expenses.




Interest income decreased by $60,930 (87.5%) and $9,487 (81.9%) for the nine and three month periods of fiscal 2010, respectively, from the same periods of fiscal 2009 as a result of lower prevailing interest rates which offset higher average outstanding bank balances.







13





The Company’s effective tax rate increased to 38.2% from 38.1% for the nine month period of fiscal 2010 compared to the same period of fiscal 2009, but decreased to 38.0% from 38.6% for the three month period in fiscal 2010 from the same period in fiscal 2009.  The slight variation in percentage for the periods reflects changes in permanent and temporary adjustments to taxable income.




Inflation





Inflation has not had a significant effect on the Company’s operations during any of the reported periods.





Transactions with Related Parties





The Company leases 27,000 square feet of warehouse and office space from Sheila Steiner, who, together with her husband, William K. Steiner, Chairman of the Board of Directors and a director of the Company, are the trustees of a trust which is a principal shareholder of the Company.  The lease provides for a three-year term that commenced on November 1, 2005, with annual rent increases commencing November 1, 2006 of 3% over the rent in the prior year.  The lease contains two three-year renewal options in favor of the Company.  The Company exercised its first renewal option to extend this lease until October 31, 2011.  The rent for the period November 1, 2008 through October 31, 2009 was $103,263 and increased on November 1, 2009 to $106,360 for next twelve months.  The Company bears the costs of real estate taxes, utilities, maintenance, non-structural repairs and insurance.  The Company believes that the terms of the lease are comparable to terms that would be obtained from an unaffiliated third party for similar property in a similar locale.




Critical Accounting Policies




The accounting policies that the Company has identified as critical to its business operations and to an understanding of the Company’s results of operations remain unchanged from those described in detail in the Management’s Discussion and Analysis of Financial Condition and Results of Operations section of the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2009. The Company makes estimates and assumptions that affect the reported amount of assets and liabilities, contingent assets and liabilities, and the reported amounts of revenues and expenses during the reported period. Therefore, there can be no assurance that the actual results will not differ from those estimates.




Recently Adopted Accounting Guidance




In June 2009, the Financial AccountingStandards Board (“FASB”) issued the “Codification and the Hierarchy of Generally Accepted Accounting Principles” (“ASC”).  The purpose of the ASC is to provide a single source of authoritative U.S. Generally Accepted Accounting Principles (“GAAP”).  The ASC was effective for the Company in the first quarter of fiscal 2010.  As the ASC was notintended to change or alter existing GAAP, the adoption of the ASC did not have a material effect on the Company’s financial statements.




In April 2009, the FASB issued three accounting standards, each of which were effective for the Company on June 30, 2009.  The first requires disclosure about the method and significant assumptions used to establish the fair value of financial instruments for interim reporting periods as well as annual statements.  The second provides guidance for other-than-temporary impairments to improve the consistency in the timing of impairment recognition, as well as provide greater clarity to investors about credit and non-credit components of impaired debt securities that are not expected to be sold.  The third provides guidance which primarily addressed the measurement of fair value of financial assets and liabilities when there is no active market or where the price inputs being used could be indicative of distressed sales.  The adoption of these standards did not have a material impact on the Company’s financial statements.






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Recently Issued Accounting Guidance Not Yet Adopted




In October 2009, the FASB issued new accounting guidance that amends the revenue recognition for multiple-element arrangements and expands the disclosure requirements related to such arrangements.  The new guidance amends the criteria for separating consideration in multiple-deliverable arrangements, establishes a selling price hierarchy for determining the selling price of a deliverable, eliminates the residual method of allocation, and requires the application of relative selling price method in allocating the arrangement consideration to all deliverables.  The Company does not expect this accounting guidance, which is effective for the Company beginning July 1, 2010, to have a material impact on the Company’s consolidated financial condition or results of operations.




In October 2009, the FASB issued accounting guidance that changes the accounting model for revenue arrangements that include both tangible products and software elements that function together to deliver the product’s essential functionality.  The accounting guidance is designed to more closely reflect the underlying economics of these transactions.  The Company does not expect this accounting guidance, which is effective for the Company beginning July 1, 2010, to have a material impact on the Company’s consolidated financial condition or results of operations.




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,” “seek,” “believe,” “expect,” anticipate,” “estimate,” “project,” “intend,” “strategy” and similar expressions are intended to identify forward-looking statements regarding events, conditions and financial trends that may affect the Company’s future plans, operations, business strategies, operating results and financial position. 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. Such risks and uncertainties include, among others: general economic and business conditions in the United States and other countries in which the Company’s customers are located; industry conditions and trends, including supply and demand; changes in business strategies or development plans; the availability, terms and deployment of debt and equity capital; technology changes; competition and other factors which may affect prices which the Company may charge for its products and its profit margins; the availability and cost of the equipment purchased by the Company; relative values of the United States currency to currencies in the countries in which the Company’s customers, suppliers and competitors are located; and changes in, or the failure to comply with, government regulation, principally environmental regulations. These and certain other factors are discussed in this Report and from time to time in other Company reports filed with the Securities and Exchange Commission. The Company does not assume an obligation to update the factors discussed in this Report or such other reports.




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Item 3.       Quantitative and Qualitative Disclosures About Market Risks




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 their customers and competitors 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’s bank revolving credit facility contains a $250,000 foreign exchange subfacility for this purpose.  The Company had no foreign exchange contracts outstanding at March 31, 2010 and 2009.





The Company’s cash and cash equivalents are maintained in interest-bearing bank accounts, including a money market account, and a tax-free municipal fund, each of which bear interest at prevailing interest rates.  Interest income decreased by $60,930 (87.5%) for the nine month period of fiscal 2010 from the same period in fiscal 2009 as a result of lower prevailing interest rates despite higher average outstanding bank balances.




Item 4T.     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 the Company’s 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 (the “Exchange Act”), “disclosure controls and procedures” means controls and other procedures of a company that are designed to ensure that information required to be disclosed by the company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.  Based on that evaluation, the Company’s principal executive officer and principal financial officer concluded that, as of the date of their evaluation, the Company’s disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in the Company’s periodic filings under the Exchange Act is accumulated and communicated to the Company’s management, including those officers, to allow timely decisions regarding required disclosure.  It should be noted that a control system, no matter how well designed 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.




During the period covered by this Report, 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.







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PART II. OTHER INFORMATION




Item 6.       Exhibits




(a)
Exhibits:31.01
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 promulgated under the Securities Exchange Act of 1934.31.02
Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 promulgated under the Securities Exchange Act of 1934.32.01
Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.02
Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.




SIGNATURES




In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.




Date:  May 14, 2010

EnviroStar, Inc.By:
/s/ Venerando J. IndelicatoVenerando J. Indelicato,

Treasurer and Chief Financial Officer


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Exhibit Index




31.01
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 promulgated under the Securities Exchange Act of 1934.31.02
Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 promulgated under the Securities Exchange Act of 1934.32.01
Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.02
Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.