UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-K



Amendment No. 1



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



For the fiscal year ended June 30, 2018



| | £ | 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                                                              
|(State or other jurisdiction of
        incorporation or organization)
|290 N.E. 68th Street, Miami, Florida                                  
|(Address of principal executive offices)                              



|Registrant’s telephone number, including area code | 305-754-4551
|-------------------------------------------------- | ------------



Securities registered pursuant to Section 12(b) of the Act:

|Title of each class            |  | Name of each exchange on which registered
|------------------------------ |  | -----------------------------------------
|Common Stock, $0.025 par value |  | NYSE American                            

Securities registered pursuant to Section 12(g) of the Act:
None

Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes £
No S

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

Yes £
No S

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 S
No £

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  S
No £

Indicate by check mark
if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein,
and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated
by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

S







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

|Large accelerated filer £ |  | Accelerated filer S        
|------------------------- |  | ---------------------------
|Non-accelerated filer £   |  | Smaller reporting company S
|                          |  | Emerging growth company £  

If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. £

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

Yes £
No S

The aggregate market
value as of December 31, 2017 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 $149,143,920, based on the closing price of the registrant’s
common stock on the NYSE American (formerly the NYSE MKT) on that date.

The number of outstanding
shares of the registrant’s common stock as of October 22, 2018 was 11,417,347.

DOCUMENTS INCORPORATED BY REFERENCE

None.









EXPLANATORY NOTE

EnviroStar, Inc. (the “Company”)
is filing this Amendment No. 1 (this “Amendment”) to its Annual Report on Form 10-K for the fiscal year ended June
30, 2018 (the “Fiscal 2018 Form 10-K”), as filed with the Securities and Exchange Commission (the “SEC”)
on September 13, 2018, solely to provide the remaining information required by Items 10-14 of Part III of Form 10-K. Except as
it relates to the provision of such information, this Amendment does not reflect subsequent events occurring after the original
filing date of the Fiscal 2018 Form 10-K or modify or update in any way disclosures made in the Fiscal 2018 Form 10-K.

Pursuant to Rule 12b-15 under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), this Amendment also contains new certifications of the Company’s
principal executive officer and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Because
no financial statements are included in this Amendment and this Amendment does not contain or amend any disclosure with respect
to Items 307 or 308 of Regulation S-K promulgated by the SEC under the Exchange Act, paragraphs 3, 4 and 5 of the Section 302 certifications
have been omitted. In addition, because no financial statements are included in this Amendment, new certifications of the Company’s
principal executive officer and principal financial officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 are not required
to be included with this Amendment.





TABLE OF CONTENTS

|           |                                                                                                 | Page
|---------- | ----------------------------------------------------------------------------------------------- | ----
|PART III   |                                                                                                 |     
|Item 10    | Directors, Executive Officers and Corporate Governance                                          | 2   
|Item 11    | Executive Compensation                                                                          | 6   
|Item 12    | Security Ownership of Certain Beneficial Owners and Management and Related  Stockholder Matters | 9   
|Item 13    | Certain Relationships and Related Transactions, and Director Independence                       | 12  
|Item 14    | Principal Accounting Fees and Services                                                          | 14  
|PART IV    |                                                                                                 |     
|Item 15    | Exhibits, Financial Statement Schedules                                                         | 15  
|SIGNATURES |                                                                                                 | 16  

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PART III

Item 10. Directors, Executive
Officers and Corporate Governance.

Executive Officers and Directors



The following table lists the names and ages
of the Company’s executive officers and directors, and their respective positions with the Company.



|Name                 | Age | Position                                                      
|-------------------- | --- | --------------------------------------------------------------
|Henry M. Nahmad      | 39  | Chairman, Chief Executive Officer and President               
|Michael S. Steiner   | 62  | Executive Vice President, Chief Operating Officer and Director
|Dennis Mack          | 74  | Executive Vice President and Director                         
|Tom Marks            | 59  | Executive Vice President                                      
|Robert H. Lazar      | 54  | Chief Financial Officer and Chief Accounting Officer          
|David Blyer          | 58  | Director                                                      
|Alan M. Grunspan     | 58  | Director                                                      
|Timothy P. LaMacchia | 56  | Director                                                      
|Hal M. Lucas         | 39  | Director                                                      
|Todd Oretsky         | 44  | Director                                                      



Set forth below is certain additional information
for each executive officer and director of the Company, including his principal occupation or employment for at least the previous
five years and, with respect to each director, his specific experience, qualifications, attributes and/or skills which, in the
opinion of the Company’s Board of Directors (sometimes hereinafter referred to as the “Board”), qualifies him
to serve as a director and are likely to enhance the Board’s ability to manage and direct the Company’s business and
affairs.



Henry Nahmad, age 39, is the
Chairman, Chief Executive Officer and President of the Company. He has served in such capacities since joining the Company in March
2015. Prior to joining the Company, Mr. Nahmad served as Chief Executive Officer of Chemstar Corp., a provider of food safety and
sanitation solutions, from July 2009 to March 2014. From 2001 to 2004 and from 2007 to 2009, Mr. Nahmad worked in various capacities
at Watsco, Inc., the largest distributor of HVAC/R products. The Board believes that Mr. Nahmad’s knowledge, leadership skills,
business relationships, and experience, including with respect to growth from acquisitions and other strategic transactions, make
Mr. Nahmad a valuable member of the Board and benefit the Company, including with respect to its business, operations and growth
strategy.



Michael S. Steiner, age 62, is
a director and Executive Vice President and Chief Operating Officer of the Company. He has served as a director of the Company
since 1998 and as Executive Vice President and Chief Operating Officer of the Company since March 2015. He served as the Company’s
Chairman from December 2012 through March 2015. He also served as Chief Executive Officer and President of the Company from November
1998, when the Company acquired Steiner-Atlantic Corp. (“Steiner-Atlantic”), a wholly owned operating subsidiary of
the Company, through March 2015. Mr. Steiner has been President and Chief Executive Officer of Steiner-Atlantic since 1988. The
Board believes that, based on his positions with the Company and Steiner-Atlantic, Mr. Steiner provides the Board with a deep understanding
of the Company’s operations, products, customers, suppliers and employees, in addition to the Company’s challenges,
needs, opportunities and strategies. The Board also believes that it benefits from Mr. Steiner’s understanding of finance,
law and taxation gained through his Bachelor of Sciences degree in finance, Juris Doctor degree and Masters of Law degree in taxation.



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Dennis Mack, age 74, is a director
and Executive Vice President of the Company. He has served as a director of the Company since November 2016 and was appointed Executive
Vice President of the Company during October 2016 in connection with the closing of the Company’s acquisition of substantially
all of the assets of Western State Design LLC (“WSD”) at that time. Mr. Mack has served as the President of WSD since
he founded the company in 1974 and is the President of Western State Design, Inc. (“Western State Design”), the Company’s
wholly owned subsidiary through which the Company acquired substantially all of the assets of WSD and conducts its business. The
Board believes that it benefits from Mr. Mack’s knowledge of the commercial laundry industry as well as his understanding
of the operations, prospects, products, customers, suppliers and employees of Western State Design.



Tom Marks, age 59, is an Executive
Vice President of the Company. He was appointed to serve as Executive Vice President of the Company during October 2016 in connection
with the closing of the Company’s acquisition of substantially all of the assets of WSD at that time. Mr. Marks is also Executive
Vice President of Western State Design. He has been employed by WSD since 1987, including as Executive Vice President since 2007.



Robert H. Lazar, age 54, is the
Company’s Chief Financial Officer and Chief Accounting Officer. He was appointed to serve as the Company’s Chief Financial
Officer in May 2017 after joining the Company as its Chief Accounting Officer and Vice President of Finance in January 2017. Mr.
Lazar previously served as Chief Accounting Officer and Vice President of Finance for Steiner Leisure Limited, a provider of spa
services and manufacturer and distributor of cosmetics, where he was employed since 2000. Prior to joining Steiner Leisure Limited,
Mr. Lazar worked in various capacities at Arthur Andersen LLP, including as Senior Manager from 1995 to 2000.



David Blyer, age 58, is a director
of the Company. He has served as a director of the Company since 1998. Since April 2017, Mr. Blyer has served as President and
Chief Executive Officer of Arreva LLC (“Arreva”), which provides software to serve the fundraising and donor relationship
management needs of nonprofit organizations. Arreva is the successor by merger to DonorCommunity Inc. (“DonorCommunity”),
a company founded by Mr. Blyer which provided a software platform to non-profit organizations to assist in their operational and
fundraising activities. Mr. Blyer served as President and Chief Executive Officer of DonorCommunity from August 2010 until the
time of its merger with Telosa Software to form Arreva. Mr. Blyer was Co-Chairman of Stone Profiles LLC (formerly Profiles in Concrete,
Inc.), a manufacturer and installer of architectural cast stone for the residential and commercial construction markets, from January
2005 until March 2010. From July 2002 until January 2005, Mr. Blyer was an independent consultant. Mr. Blyer was Chief Executive
Officer and President of Vento Software, Inc. (“Vento”), a developer of software for specialized business applications,
from 1994, when he co-founded Vento, until November 1999, when Vento was acquired by SPSS Inc. (“SPSS”), a computer
software company that developed and distributed technology for the analysis of data in decision-making and which merged with a
subsidiary of International Business Machines Corporation in 2010. From November 1999 until December 2000, Mr. Blyer served as
Vice President of Vento and, from January 2001 until July 2002, he served as President of the Enabling Technology Division of SPSS.
The Board believes that Mr. Blyer brings to the Board broad experience in developing sales and marketing strategies, in addition
to business operations skills gained through his founding and running of a number of diverse companies as well as his leading of
a division of SPSS, which at the time was a publicly-held company. Mr. Blyer has an MBA in finance.



Alan M. Grunspan, age 58, is
a director of the Company. He has served as a director of the Company since 1999. Since December 2004, Mr. Grunspan has been a
Shareholder of the law firm of Carlton Fields Jorden Burt, P.A. (“Carlton Fields”). From 1989 until he joined Carlton
Fields, Mr. Grunspan was a member of the law firm of Kaufman Dickstein & Grunspan, P.A. The Board believes that it benefits
from Mr. Grunspan’s service due to, among other things, his over 25 years of experience as a business lawyer with an understanding
of the industry in which the Company operates and environmental matters, including those that particularly pertain to the dry cleaning
and laundry industry. The Board also believes that Mr. Grunspan brings valuable financing expertise to the Board obtained from
his Bachelor of Sciences degree in finance and his legal practice, and that he provides management experience to the Board obtained
from his management of a law firm prior to joining Carlton Fields.

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Timothy P. LaMacchia, age 56,
is a director of the Company. He has served as a director of the Company since his election to the Board at the Company’s
2017 Annual Meeting of Stockholders held in December 2017. Mr. LaMacchia is a private investor. He was a Partner at Ernst &
Young LLP from 2002 until his retirement in June 2017. Prior to joining Ernst & Young LLP, Mr. LaMacchia was a Partner at Arthur
Andersen LLP, where he was employed since 1986. The Board believes that Mr. LaMacchia provides meaningful insight to the Board
and makes important contributions to the Audit Committee, including as a result of his finance and accounting background.



Hal M. Lucas, age 39, is a director
of the Company. He has served as a director of the Company since 2015. Mr. Lucas is an attorney in private practice. He is a founding
partner of the law firm of Lucas Savitz P.L. (and its predecessor), where Mr. Lucas has practiced since 2011. Prior to that time,
Mr. Lucas was an attorney at the law firm of Astigarraga Davis Mullins & Grossman, P.A. from 2008 to 2011 and at the law firm
of Bilzin Sumberg Baena Price & Axelrod LLP from 2004 to 2008. Mr. Lucas also served as Of Counsel to Astigarraga Davis Mullins
& Grossman, P.A. from 2011 to 2013. Mr. Lucas obtained his Juris Doctor degree from The University of Texas School of Law and
a Bachelor’s degree in economics and international relations from The Johns Hopkins University. The Board believes that it
benefits from Mr. Lucas’ experience in legal and business matters gained from his career as a practicing attorney, and that
Mr. Lucas’ experience relating to his co-founding and co-management of Lucas Savitz P.L. is a valuable asset to the Board.



Todd Oretsky, age 44, is a director
of the Company. He has served as a director of the Company since 2015. Mr. Oretsky is the Managing Member of Jack Oretsky Holdings,
LLC. He is an entrepreneur who has successfully bought, built and started businesses. Among other successful ventures, Mr. Oretsky
most recently founded Inspired Work Communities LLC (d/b/a Pipeline Workspaces), where he serves as its Chief Executive Officer.
Prior to his entrepreneurial career, Mr. Oretsky served as a corporate attorney at the law firm of Skadden, Arps, Slate, Meagher
& Flom LLP, where he structured and advised international corporate clients with respect to debt and equity offerings. Mr.
Oretsky has an MBA from The Wharton School of the University of Pennsylvania, a Juris Doctor degree from NYU School of Law, and
a Bachelor’s degree in accounting from the University of Florida. The Board believes that Mr. Oretsky provides valuable input
to the Board based on his experience in buying, building and starting businesses, as well as his knowledge of and experience in
structuring acquisitions.



Additional Information Regarding Directors
and Executive Officers



Under the Company’s Bylaws, each director
serves for a term expiring at the Company’s next annual meeting of stockholders. Executive officers serve until they resign
or are replaced or removed by the Board of Directors.



There is no family relationship between any
director and executive officer. Except for the voting obligations under the stockholders agreements described under “Certain
Relationships and Related Transactions - Controlling Stockholder; Stockholders Agreements” below, no director or executive
officer has any arrangement or understanding between him and any other person(s) pursuant to which he is to be selected as a director
or officer of the Company.



Section 16(a) Beneficial Ownership Reporting
Compliance



Section 16(a) of the Exchange Act requires
the Company’s directors, executive officers and 10% stockholders to file initial reports of ownership and reports of changes
in ownership of the Company’s Common Stock and other equity securities, if any, with the SEC and the NYSE American. The Company’s
directors, executive officers and 10% stockholders are required to furnish the Company with copies of all Section 16(a) reports
they file. Based on a review of the copies of such reports furnished to the Company and written representations from the Company’s
directors and executive officers that no other reports were required, the Company believes that, except as described below, its
directors, executive officers and 10% stockholders complied with all Section 16(a) filing requirements applicable to them for the
fiscal year ended June 30, 2018 (“fiscal 2018”). On December 6, 2017, Henry M. Nahmad filed a Form 4 with the SEC reporting
his surrender to the Company of 10,786 shares of the Company’s Common Stock, effective December 1, 2017. On July 11, 2018,
Henry M. Nahmad filed a Form 4 with the SEC reporting his surrender to the Company of 10,132 shares of the Company’s Common
Stock, effective June 2, 2018. In each case, the shares were surrendered to satisfy the Company’s tax withholding obligation
relating to the vesting of certain restricted stock awards previously granted to Mr. Nahmad.



-4-


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Code of Business Conduct and Ethics



The Company has adopted a Code of Business
Conduct and Ethics that applies to all of its directors, officers and employees. The Code of Business Conduct and Ethics is supplemented
by a Senior Financial Officer Code of Ethics that applies to the Company’s Chief Executive Officer and senior financial officers.
The Code of Business Conduct and Ethics and the Senior Financial Officer Code of Ethics are posted in the “Investors –
Corporate Governance – Governance Documents” section of the Company’s website at www.envirostarinc.com.
Any amendments to, or waivers of, the Code of Business Conduct and Ethics or Senior Financial Officer Code of Ethics (in each case,
to the extent applicable to the Company’s principal executive officer, principal financial officer or principal accounting
officer) will be posted on the Company’s website or made available by other appropriate means as required or permitted under
applicable rules and regulations of the SEC and the NYSE American.



Audit Committee



The Company’s Board of Directors has
a standing Audit Committee. The Audit Committee was comprised of Alan M. Grunspan, Chairman, and David Blyer until December 2017
when the composition of the Audit Committee was reconstituted to consist of its current members, who are Timothy P. LaMacchia,
Chairman, Alan M. Grunspan and Todd Oretsky. The Board determined that each member of the Audit Committee is “financially
literate” and “independent” within the meaning of rules of the NYSE American (including, with respect to their
independence, the additional independence requirements applicable to audit committee members thereunder) and applicable SEC rules
and regulations. The Board also determined that Mr. LaMacchia is (and, while he was serving on the Audit Committee, Mr. Blyer was)
qualified as an “audit committee financial expert,” as defined under Item 407 of Regulation S-K promulgated by the
SEC.



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Item 11. Executive Compensation.

Summary Compensation Table



The following table sets forth certain summary
information concerning compensation which, for the fiscal years ended June 30, 2018 and 2017, the Company paid to, or accrued on
behalf of, Henry M. Nahmad, the Company’s Chairman, Chief Executive Officer and President, and the Company’s next two
highest paid executive officers during the fiscal year ended June 30, 2018 (collectively, the “Named Executive Officers”).



|Name and PrincipalPositions(1)                                                  | Fiscal
        Year        | Salary(2)                          | Bonus(3)                           | StockAwards                       | OptionAwards         | Non-Equity
        Incentive
        Plan
        Compen-
sation | Change inPensionValue andNonqualifiedDeferredCompensationEarnings | All
        Other
        Compen-
sation | Total                                
|------------------------------------------------------------------------------- | -------------------------- | ---------------------------------- | ---------------------------------- | --------------------------------- | -------------------- | ---------------------------------------------------------------- | ----------------------------------------------------------------- | ---------------------------------------- | -------------------------------------
|Henry M. Nahmad
        Chairman, Chief Executive
        Officer and President | 2018
        
        2017 | $550,000
        
        $504,000 | $400,000
        
        $400,000 | -
        
        $14,081,170(4) | -
        
        - | -
        
        -                                             | -
        
        -                                              | -
        
        -                     | $950,000
        
        $14,985,170
|Dennis Mack
        Executive Vice President                                    | 2018
        
        2017 | $300,000
        
        $213,000 | $100,000
        
        -        | -
        
        -              | -
        
        - | -
        
        -                                             | -
        
        -                                              | -
        
        -                     | $400,000
        
        $213,000   
|Tom Marks
        Executive Vice President                                      | 2018
        
        2017 | $300,000
        
        $213,000 | $100,000
        
        -        | -
        
        -              | -
        
        - | -
        
        -                                             | -
        
        -                                              | -
        
        -                     | $400,000
        
        $213,000   



| | (1) | The Company does not have an employment agreement with any of the Named Executive Officers. The
compensation of the Named Executive Officers is determined by the Compensation Committee of the Board of Directors. Each Named
Executive Officer receives an annual base salary and may receive bonuses, in cash and/or equity awards, pursuant to bonus plans
which may established from time to time by the Compensation Committee or otherwise at the discretion of the Compensation Committee.
Equity awards, if any, are granted under the EnviroStar, Inc. 2015 Equity Incentive Plan (the “Equity Incentive Plan”).
The Named Executive Officers are also provided certain benefits, including health and welfare benefits and the right to participate
in the Company’s participatory Section 401(k) Profit Sharing Plan described below, on the same basis as the Company’s
other employees. The compensation of the Named Executive Officers, and the Company’s other executive officers, is reviewed
annually, or more frequently as determined to be advisable, by the Compensation Committee.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | Represents the annual base salary paid to the Named Executive Officer during the applicable fiscal
year. Effective October 10, 2016, the independent members of the Company’s Board of Directors approved (a) an increase in
Mr. Nahmad’s annual base salary from $400,000 to $550,000 and (b) an annual base salary of $300,000 for each of Mr. Mack
and Mr. Marks. Each of Mr. Mack and Mr. Marks was appointed to serve as an Executive Vice President of the Company, effective October
10, 2016. Prior to that time, neither Mr. Mack nor Mr. Marks was employed by the Company. Each Named Executive Officer's annual
base salary is subject to adjustment from time to time at the discretion of the Compensation Committee.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (3) | Represent discretionary cash bonuses paid upon the approval of the Compensation Committee (or,
for Mr. Nahmad’s 2017 bonus, the independent members of the Board of Directors prior to the formation of a standing Compensation
Committee), in each cash, based upon a subjective evaluation of the performance of the Company and the applicable Named Executive
Officer. With respect to the bonuses paid to Mr. Mack and Mr. Marks for fiscal 2018, the Compensation Committee considered the
recommendation of the Company’s Chief Executive Officer and the positive performance of the Company and its operating subsidiaries,
including Western State Design (of which Mr. Mack is the President and Mr. Marks is Executive Vice President), and the Company’s
financial condition. With respect to the bonus paid to Mr. Nahmad for fiscal 2018, the Compensation Committee considered the success
of the Company’s growth strategy and achievements with respect to strategic acquisitions, as well as Mr. Nahmad’s role
with respect thereto, and the Company’s financial results and condition, including its cash position. In approving the bonus
to Mr. Nahmad, the Compensation Committee also considered the report and recommendation of, and the Compensation Committee’s
discussions with, Pearl Meyer & Partners, LLC, a third party compensation consultant, regarding such bonus.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (4) | Represents the aggregate grant date fair value of restricted stock awards of 414,762 shares of
the Company’s Common Stock granted to Mr. Nahmad during November 2016 and 414,762 shares of the Company’s Common Stock
granted to Mr. Nahmad during June 2017, in each case, under the Company’s Equity Incentive Plan and related award agreements
upon the approval of the independent members of the Company’s Board of Directors, who comprised the administrative committee
for the Company’s Equity Incentive Plan prior to the formation of the standing Compensation Committee. Assumptions used in
the calculation of the grant date fair value of the restricted stock awards are included in Note 19 to the Company’s audited
consolidated financial statements contained in the Fiscal 2018 Form 10-K filed with the SEC on September 13, 2018. During fiscal
2018, a total of 51,844 of the shares covered by these restricted stock awards vested, with a total of 20,918 of such shares withheld
by the Company to satisfy the Company’s tax withholding obligation relating to the vesting of the awards. See “Outstanding
Equity Awards at June 30, 2018” below for additional information regarding these restricted stock awards, including additional
information regarding the vesting schedules applicable thereto. Due to the long vesting periods, including that 75% of the total
number of shares subject to the restricted stock awards at the time of grant are not scheduled to vest until November 2040 and
all such shares, including the shares not scheduled to vest until November 2040, are subject to the risk of forfeiture until vesting,
the present value of these restricted stock awards is significantly less than the grant date fair value presented in the table.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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Outstanding Equity Awards at June 30, 2018



The following table sets forth certain information
regarding restricted stock awards of the Company’s Common Stock held by Henry M. Nahmad. Other than as set forth below, none
of the Named Executive Officers held any restricted stock awards or other equity-based awards, including stock options, of the
Company at June 30, 2018.





|                | Stock Awards                                                                                               
|--------------- | -----------------------------------------------------------------------------------------------------------
|Name            | Number of
        shares or
        units of
        stock that
        have not
        vested
        (#)
|Henry M. Nahmad | 388,840(1)                                                                                                 
|                | 388,840(2)                                                                                                 



| | (1) | Subject to the terms and conditions of the Company’s Equity Incentive Plan and the related
award agreement, including as described below under “Compensation Plans and Arrangements,” 75% of these restricted
shares are scheduled to vest on November 5, 2040, the date on which Mr. Nahmad will reach the age of 62, and the balance of these
restricted shares are scheduled to vest in three remaining equal annual installments in November 2018, 2019 and 2020.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | Subject to the terms and conditions of the Company’s Equity Incentive Plan and the related
award agreement, including as described below under “Compensation Plans and Arrangements,” 75% of these restricted
shares are scheduled to vest on November 5, 2040, the date on which Mr. Nahmad will reach the age of 62, and the balance of these
restricted shares are scheduled to vest in three remaining equal annual installments in June 2019, 2020 and 2021.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Compensation Plans and Arrangements



As described above, no Named Executive Officer
is a party to an employment agreement with the Company. In addition, the Company has no plans or arrangements with any Named Executive
Officer which provide for the payment of retirement benefits, or benefits that would be paid primarily following retirement, other
than the Company’s participatory Section 401(k) Profit Sharing Plan, a deferred compensation plan under which the Company
matches employee contributions up to 3% of an eligible employee’s yearly compensation. Such compensation is tax deferred
under Section 401(k) of the Internal Revenue Code of 1986, as amended (the “Code”). Further, the Company has no contracts,
agreements, plans or arrangements that provide for the payment in the future to any Named Executive Officer following or in connection
with his resignation, termination of employment or a change in control of the Company. However, outstanding restricted stock awards
of the Company’s Common Stock, including those granted to Mr. Nahmad, will accelerate and immediately vest, to the extent
not previously vested or forfeited, in the event of the award holder’s death or Disability (as defined in the award agreements).
In addition, pursuant to the Company’s Equity Incentive Plan, such restricted stock awards may, in the discretion of the
Compensation Committee, accelerate and immediately vest, to the extent not previously vested or forfeited, upon a Change in Control
of the Company (as defined in the Company’s Equity Incentive Plan). In the event that vesting is accelerated, any unrecognized
stock-based compensation expense would be immediately recognized. Had the restricted stock awards held by Mr. Nahmad vested upon
his death or Disability or upon a Change in Control of the Company, in each case, as of June 30, 2018, the value of the accelerated
vesting of the restricted shares would have been $15,670,252 (based on the closing price of the Company’s Common Stock on
the NYSE American on June 30, 2018 and the number of restricted shares of Common Stock that would have been subject to accelerated
vesting) and the Company would have recognized $12,365,130 of stock-based compensation.



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Director Compensation



The Compensation Committee, with the input
and assistance of the Company’s Chief Executive Officer, recommends director compensation to the full Board of Directors.
The Board of Directors approves director compensation based on factors it considers to be appropriate, market conditions and trends,
and the recommendation of the Compensation Committee.



During fiscal 2018, the Company’s Board
of Directors approved a new compensation program for its non-employee directors intended to assist the Company in attracting and
retaining qualified directors, reward non-employee directors for their service on the Board and its committees through both equity
awards and cash fees, and align the interests of the non-employee directors with those of stockholders. Pursuant to the new program,
each non-employee director receives annually a grant of $50,000 of restricted stock awards (based on the closing price of the Company’s
Common Stock on the date of grant). Except as described below, the restricted stock awards will vest in four equal annual installments
beginning on the first anniversary of the grant date. In accordance with the new program, each of the Company’s non-employee
directors was granted $50,000 of restricted stock awards during fiscal 2018. In recognition of their past service on behalf of
the Company for which the Company’s non-employee directors had not previously received equity-based awards of the Company,
the restricted stock awards granted to the Company’s non-employee directors during fiscal 2018 (other than the grant to Mr.
LaMacchia, who joined the Board in December 2017) vested immediately with respect to 25% of such awards, with the remainder of
the awards to vest in equal annual installments on the first, second and third anniversary of the grant date. The restricted stock
awards are granted under, and subject to, the Equity Incentive Plan and related award agreements.



In addition to restricted stock awards, the
Company’s compensation program for its non-employee directors also includes a cash component, pursuant to which (i) each
non-employee director receives an annual cash fee of $5,000, (ii) each member of the Audit Committee (other than the Chairman)
receives an additional annual cash fee of $2,500, (iii) the Chairman of the Audit Committee receives an additional annual cash
fee of $10,000, (iv) each member of the Compensation Committee (other than the Chairman) receives an additional annual cash fee
of $1,500, and (v) the Chairman of the Compensation Committee receives an additional annual cash fee of $5,000.



The Company’s previous compensation program
for its non-employee directors consisted solely of a cash component, pursuant to which each non-employee director of the Company
received a fee of $5,000 per year for his service on the Board and each member of the Audit Committee received an additional fee
of $5,000 per year for his service on the Audit Committee.



The Company does not provide any tax gross-ups
to its non-employee directors, all of whom are responsible for their respective tax obligations relating to their compensation
for Board and committee service. Directors are also reimbursed for their reasonable out-of-pocket expenses incurred in connection
with performing their duties. Directors of the Company who are also employees of the Company do not receive compensation for their
service as directors, but are reimbursed for their reasonable out-of-pocket expenses incurred in connection with performing their
duties as directors.



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Director Compensation Table – Fiscal
2018



The following table sets forth certain information
regarding the compensation paid to each individal who served as a non-employee director of the Company during fiscal 2018 in consideration
for his service on the Board and its committees during the year.

|Name                 |  | Fees Earned or Paid in Cash |        | Stock Awards(1) |  | Option Awards |        | Non-Equity Incentive Plan Compensation |  | Change in Pension Value and Nonqualified Deferred Compensation Earnings |   | All Other Compensation |  | Total
|-------------------- |  | --------------------------- | ------ | --------------- |  | ------------- | ------ | -------------------------------------- |  | ----------------------------------------------------------------------- | - | ---------------------- |  | -----
|David Blyer          |  | $                           | 6,500  |                 |  | $             | 50,000 |                                        |  |                                                                         | — |                        |  |      
|Alan M. Grunspan     |  | $                           | 7,500  |                 |  | $             | 50,000 |                                        |  |                                                                         | — |                        |  |      
|Timothy P. LaMacchia |  | $                           | 15,000 |                 |  | $             | 50,000 |                                        |  |                                                                         | — |                        |  |      
|Hal M. Lucas         |  | $                           | 10,000 |                 |  | $             | 50,000 |                                        |  |                                                                         | — |                        |  |      
|Todd Oretsky         |  | $                           | 7,500  |                 |  | $             | 50,000 |                                        |  |                                                                         | — |                        |  |      
|                     |  |                             |        |                 |  |               |        |                                        |  |                                                                         |   |                        |  |      



| | (1) | Represents the grant date fair value of the restricted stock awards granted to each non-employee
director during fiscal 2018, as described above. Assumptions used in the calculation of the grant date fair value of these restricted
stock awards are included in Note 19 to the Fiscal 2018 Form 10-K, as filed with the SEC on September 13, 2018. Other than the
grant to Mr. LaMacchia (who joined the Company’s Board of Directors in December 2017), the restricted stock awards granted
to each non-employee director were granted during November 2017 and vested immediately with respect to 25% of such awards (464
shares), with the remainder of the awards (totaling 1,395 restricted shares for each such non-employee director) scheduled to vest
in equal annual installments on the first, second and third anniversary of the grant date. The restricted stock awards granted
to Mr. LaMacchia when he joined the Board in December 2017 cover a total of 1,546 shares and are scheduled to vest in equal annual
installments on the first, second, third and fourth anniversary of the grant date.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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

Security Ownership of Certain Beneficial
Owners and Management



The following table indicates, as of October
22, 2018, information about the beneficial ownership of the Company’s Common Stock by (i) each director of the Company, (ii)
each Named Executive Officer of the Company, (iii) all directors and executive officers of the Company as of October 22, 2018 as
a group and (iv) each person who the Company knows beneficially owns more than 5% of the Company’s Common Stock. All such
shares were owned directly with sole voting and investment power unless otherwise indicated. Except as otherwise indicated, the
information provided in the following table was obtained from filings with the SEC and the Company pursuant to the Exchange Act.
For purposes of the following table, in accordance with Rule 13d-3 under the Exchange Act, a person is deemed to be the beneficial
owner of any shares of the Company’s Common Stock which he or she has or shares, directly or indirectly, voting or investment
power, or which he or she has the right to acquire beneficial ownership of at any time within 60 days after October 22, 2018. As
used herein, “voting power” is the power to vote, or direct the voting of, shares, and “investment power”
includes the power to dispose of, or direct the disposition of, shares.



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|Beneficial Owner                                                                            |  | Amount and Nature of 
Beneficial
        Ownership |           | Percent
        of Class
|------------------------------------------------------------------------------------------- |  | -------------------------------------------------- | --------- | ------------------------
|Symmetric Capital LLC
        290 N.E. 68th Street
        Miami, FL 33138                  |  |                                                    | 5,463,284 | (1)                     
|Symmetric Capital II LLC
        290 N.E. 68th Street
        Miami, FL 33138               |  |                                                    | 1,290,323 |                         
|Henry M. Nahmad
        290 N.E. 68th Street
        Miami, FL 33138                        |  |                                                    | 7,562,213 | (1)(2)(3)               
|Michael S. Steiner
        290 N.E. 68th Street
        Miami, FL 33138                     |  |                                                    | 500,100   | (4)                     
|Western State Design LLC                                                                    |  |                                                    | 2,044,990 | (5)                     
|2331 Tripaldi Way
        Hayward, CA 94545                                                 |  |                                                    |           |                         
|Dennis Mack                                                                                 |  |                                                    | 2,044,990 | (5)(6)                  
|2331 Tripaldi Way
        Hayward, CA 94545                                                 |  |                                                    |           |                         
|Tom Marks
        2331 Tripaldi Way
        Hayward, CA 94545                               |  |                                                    | 2,044,990 | (5)(6)                  
|David Blyer                                                                                 |  |                                                    | 1,859(7)  |                         
|Alan M. Grunspan                                                                            |  |                                                    | 4,359(7)  |                         
|Timothy P. LaMacchia                                                                        |  |                                                    | 1,546(8)  |                         
|Hal M. Lucas                                                                                |  |                                                    | 1,859(7)  |                         
|Todd Oretsky                                                                                |  |                                                    | 1,859(7)  |                         
|ADW Capital Partners, L.P.(9)
        5175 Watson Street NW
        Washington, D.C. 20016  |  |                                                    | 892,015   |                         
|All directors and executive officers as of
        October 22, 2018 as a group (10 persons) |  |                                                    | 7,591,783 | (10)                    



* Less than one percent
of class.



| | (1) | Includes (a) a total of 580,100 shares owned by Mr. Michael Steiner and Mr. Robert Steiner as to
which Symmetric Capital and Mr. Nahmad, as the Manager of Symmetric Capital, have voting power pursuant to the Symmetric Capital
- Steiner Stockholders Agreement described below and (b) a total of 2,044,990 shares owned by WSD, Mr. Mack and Mr. Marks as to
which Symmetric Capital and Mr. Nahmad, as the Manager of Symmetric Capital, have voting power pursuant to the Symmetric Capital
– WSD Stockholders Agreement described below. See “Certain Relationships and Related Transactions - Controlling Stockholder;
Stockholders Agreements” below for additional information regarding the Symmetric Capital - Steiner Stockholders Agreement
and the Symmetric Capital – WSD Stockholders Agreement.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | (2) | Includes the 5,463,284 shares beneficially owned by Symmetric Capital and 1,290,323 shares beneficially
owned by Symmetric Capital II, all of which Mr. Nahmad may be deemed to have voting and investment power over as a result of his
position as Manager of such entities.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (3) | Includes 777,680 shares subject to restricted stock awards granted to Mr. Nahmad which have not
yet vested but as to which Mr. Nahmad has voting power. Mr. Nahmad does not have investment power over any such restricted shares.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (4) | All of the shares owned by Mr. Steiner are subject to the Symmetric Capital - Steiner Stockholders
Agreement pursuant to which Symmetric Capital and Mr. Nahmad, as the Manager of Symmetric Capital, have voting power over such
shares. See “Certain Relationships and Related Transactions - Controlling Stockholder; Stockholders Agreements” below
for additional information regarding the Symmetric Capital - Steiner Stockholders Agreement.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (5) | All of the shares owned by WSD, Mr. Mack and Mr. Marks are subject to the Symmetric Capital –
WSD Stockholders Agreement pursuant to which Symmetric Capital and Mr. Nahmad, as the Manager of Symmetric Capital, have voting
power over such shares. See “Certain Relationships and Related Transactions - Controlling Stockholder; Stockholders Agreements”
below for additional information regarding the Symmetric Capital – WSD Stockholders Agreement.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (6) | Represents the shares owned by WSD, over which Mr. Mack and Mr. Marks, as the sole members of WSD,
may be deemed to have shared investment power.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------



| | (7) | Includes, for each of Mr. Blyer, Mr. Grunspan, Mr. Lucas and Mr. Oretsky, 1,395 shares subject
to restricted stock awards granted to such director which have not yet vested but as to which such director has voting power. No
director has investment power over any such restricted shares. 465 of such restricted shares for each director are scheduled to
vest within 60 days after October 22, 2018.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (8) | Represents shares subject to restricted stock awards granted to Mr. LaMacchia which have not yet
vested but as to which Mr. LaMacchia has voting power. Mr. LaMacchia does not have investment power over any such restricted shares.
387 of such restricted shares are scheduled to vest within 60 days after October 22, 2018.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (9) | The address and share ownership information is based on the Schedule 13G/A filed jointly by ADW
Capital Partners, L.P., ADW Capital Management, LLC and Adam D. Wyden with the SEC on February 13, 2018. Such Schedule 13G/A states
that the filers have shared voting and dispositive power over all 892,015 shares.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (10) | Includes, in addition to the shares subject to restricted stock awards described above, 18,088
shares subject to restricted stock awards granted to Robert H. Lazar, the Company’s Chief Financial Officer, Chief Accounting
Officer and Treasurer, which have not yet vested but as to which Mr. Lazar has voting power. Mr. Lazar does not have investment
power over any such restricted shares.
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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Equity Compensation Plan Information



Information required by Item 12 of Form 10-K
with respect to the Company equity compensation plans is set forth under Item 12 of Part III of the Fiscal 2018 Form 10-K, as filed
with the SEC on September 13, 2018.



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

Certain Relationships
and Related Transactions

Controlling
Stockholder; Stockholders Agreements

As the Manager of Symmetric Capital LLC (“Symmetric
Capital”) and Symmetric Capital II LLC (“Symmetric Capital II”), Henry M. Nahmad, the Company’s Chairman,
Chief Executive Officer and President, may be deemed to have beneficial ownership of all of the shares of the Company’s Common
Stock beneficially owned directly or indirectly by Symmetric Capital and Symmetric Capital II. Symmetric Capital and Symmetric
Capital II directly own 2,838,194 shares and 1,290,323 shares, respectively, of the Company’s Common Stock, which represent
approximately 22.9% and 10.4%, respectively, of the total number of issued and outstanding shares of the Company’s Common
Stock. In addition, as a result of the Stockholders Agreements described below, Symmetric Capital and Mr. Nahmad, as its Manager,
have voting power over (i) all 500,100 shares of the Company’s Common Stock owned by Michael S. Steiner and his brother,
Robert M. Steiner, and (ii) all 2,044,990 shares of the Company’s Common Stock owned by WSD, Dennis Mack and Tom Marks. As
a result, including shares subject to restricted stock awards granted to Mr. Nahmad which have not yet vested but as to which he
has the power to vote, Mr. Nahmad may be deemed to have voting power over a total of 7,583,131 shares of the Company’s Common
Stock, which represents approximately 61.3% of the issued and outstanding shares of the Company’s Common Stock as of October
22, 2018. Accordingly, Mr. Nahmad has the voting power to control the election of the Company’s directors and any other matter
requiring the affirmative vote or consent of a majority of shares of the Company’s Common Stock.



Pursuant to a Stockholders Agreement dated
March 6, 2015 between Mr. Nahmad, Symmetric Capital, Mr. Michael Steiner and Mr. Robert Steiner (the “Symmetric Capital -
Steiner Stockholders Agreement”), each of Mr. Michael Steiner and Mr. Robert Steiner agreed to vote all shares of the Company’s
Common Stock owned by them at any time during the term of the Symmetric Capital - Steiner Stockholders Agreement as directed by
Mr. Nahmad, as the Manager of Symmetric Capital, and have granted to Mr. Nahmad, as the Manager of Symmetric Capital, an irrevocable
proxy and power of attorney in furtherance thereof. The Symmetric Capital - Steiner Stockholders Agreement also contains, among
other things, an agreement by Symmetric Capital and Mr. Nahmad to, until March 6, 2020 (subject to earlier termination of such
obligation under certain circumstances), vote all of the shares of the Company’s Common Stock owned by them in favor of the
election of Mr. Michael Steiner to the Company’s Board of Directors. The Symmetric Capital - Steiner Stockholders Agreement
has a term of five years, subject to earlier termination under certain circumstances.



In addition, pursuant to a Stockholders Agreement
dated October 10, 2016 between the Company, Mr. Nahmad, Symmetric Capital, Symmetric Capital II, WSD, Mr. Mack and Mr. Marks (the
“Symmetric Capital – WSD Stockholders Agreement”), WSD, Mr. Mack and Mr. Marks have agreed to vote all of the
shares of the Company’s Common Stock owned by them at any time during the term of the Symmetric Capital – WSD Stockholders
Agreement as directed by Mr. Nahmad, as the Manager of Symmetric Capital, and have granted to Mr. Nahmad, as the Manager of the
Symmetric Capital, an irrevocable proxy and power of attorney in furtherance thereof. The Symmetric Capital – WSD Stockholders
Agreement also contains, among other things, an agreement by Mr. Nahmad, Symmetric Capital and Symmetric Capital II to, until October
10, 2021 (subject to earlier termination of such obligation under certain circumstances), vote all of the shares of the Company’s
Common Stock owned by them in favor of the election of Mr. Mack to the Company’s Board of Directors. In addition, under certain
circumstances (none of which have occurred to date), during the term of the obligation described in the preceding sentence, Mr.
Nahmad, Symmetric Capital and Symmetric Capital II will be required to vote to elect Mr. Marks (in lieu of Mr. Mack) to the Company’s
Board of Directors. The Symmetric Capital – WSD Stockholders Agreement has a term of five years, subject to earlier termination
under certain circumstances.



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Related Person Transactions



The Company’s wholly owned subsidiary,
Steiner-Atlantic, leases 27,000 square feet of warehouse and office space from an affiliate of Michael S. Steiner, a director and
Executive Vice President and Chief Operating Officer of the Company, pursuant to a lease agreement dated November 1, 2014, as amended.
The term of the lease runs through December 31, 2018. Monthly base rental payments under the lease are $12,000. In addition to
base rent, Steiner-Atlantic is responsible under the lease for costs related to real estate taxes, utilities, maintenance, repairs
and insurance. Payments under this lease totaled approximately $137,000 during fiscal 2018 and $139,000 during the fiscal year
ended June 30, 2017 (“fiscal 2017”).



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 Executive Vice President of the Company, and Tom Marks, an Executive
Vice President of the Company. 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 the Company. Payments under this lease totaled approximately $144,000 and $88,000 during fiscal 2018 and fiscal 2017, respectively.



On June 19, 2017, the Company’s wholly
owned subsidiary, Martin-Ray Laundry Systems, Inc. (“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. Monthly
base rental payments are $6,500 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 the Company. Payments under this lease
totaled approximately $78,000 during fiscal 2018.



On October 31, 2017, the Company’s wholly
owned subsidiary, Tri-State Technical Services, Inc. (“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.
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 the Company. Payments under these
leases totaled approximately $168,000 during fiscal 2018.



On February 9, 2018, the Company’s wholly
owned subsidiary, AAdvantage Laundry Systems, Inc. (“AAdvantage”), entered into a lease agreement pursuant to which
it leases a total of 5,000 square feet of warehouse and office space from an affiliate of Mike Zuffinetti, Chief Executive Officer
of AAdvantage. Monthly base rental payments are $3,950 during the initial term of the lease. 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
has an initial term of five years and provides for two successive three-year renewal terms at the option of the Company. In addition,
AAdvantage entered into a month-to-month lease agreement with an affiliate of Mike Zuffinetti for a total of 17,000 square feet
of warehouse and office space. Monthly base rental payments under this lease are $13,500. Payments under these leases totaled approximately
$87,000 during fiscal 2018.



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In connection with the financing of the Company’s
acquisition of substantially all of the assets of WSD, on October 10, 2016, the Company issued and sold to Symmetric Capital II
1,290,323 shares of the Company’s Common Stock for a total purchase price of approximately $6,000,000 pursuant to a Securities
Purchase Agreement, dated September 7, 2016, between the Company and Symmetric Capital II. As described above, Henry M. Nahmad,
the Company’s Chairman, Chief Executive Officer and President, is the Manager of Symmetric Capital II and may be deemed to
have voting power over the shares which it beneficially owns. The issuance and sale of the shares of the Company’s Common
Stock to Symmetric Capital II pursuant to the Securities Purchase Agreement was approved by the Company’s Board of Directors
after receiving a recommendation in favor of the Securities Purchase Agreement from a special committee of the Board comprised
entirely of independent directors. The special committee, together with legal counsel engaged by it, negotiated the terms and conditions
of the Securities Purchase Agreement on behalf of the Company.



Director Independence



The Company’s Board of Directors has
determined that David Blyer, Alan Grunspan, Timothy P. LaMacchia, Hal M. Lucas and Todd Oretsky, who together comprise a majority
of the Board of Directors, are independent. For purposes of making its independence determinations, the Board of Directors used
the definition of independence set forth in the rules of the NYSE American.



Item 14. Principal Accounting Fees and Services.



The following table
sets forth the fees billed to the Company by its independent registered public accounting firm for fiscal 2018 and fiscal 2017.
During January 2018, the Company, upon the approval of the Audit Committee, appointed BDO USA, LLP (“BDO”) as its new
independent registered public accounting firm for the fiscal year ended June 30, 2018 in place of EisnerAmper LLP, the Company’s
previously independent registered public accounting firm.



|                   |  | For the fiscal year ended June 30, |        
|------------------ |  | ---------------------------------- | -------
|                   |  | 2018                               |        
|Audit Fees         |  | $                                  | 278,000
|Audit-Related Fees |  |                                    | —      
|Tax Fees           |  |                                    | 8,000  
|All Other Fees     |  |                                    | —      
|Total Fees         |  | $                                  | 286,000



Audit Fees. Audit fees were for the
audits of the Company’s annual consolidated financial statements for fiscal 2018 and fiscal 2017 included in the Company’s
Annual Reports on Form 10-K for those fiscal years, the audit of a subsidiary’s financial statements for those fiscal years
which are required for inclusion in the subsidiary’s Franchise Disclosure Document, and reviews of the Company’s quarterly
financial statements included in the Company’s Quarterly Reports on Form 10-Q during such fiscal years. The audit fees for
fiscal 2018 also include fees related to the auditor attestation of management’s report on internal control over financial
reporting included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2018. In accordance with
SEC rules and regulations, prior to the Company’s fiscal 2018 Annual Report on Form 10-K, the report of Company’s management
on internal control over financial reporting was not subject to auditor attestation.



Audit-Related Fees. Audit-related
fees for  fiscal 2017 were for services related to audits of acquired companies.



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Tax Fees.  Tax fees for fiscal
2017 were for services related to tax return preparation and tax advice.



All Other Fees.  No fees other
than audit fees, audit-related fees and tax fees were paid by the Company to its independent registered public accounting firm
for fiscal 2018 or fiscal 2017.



In connection with the standards for independence
of a company’s independent registered public accounting firm, the Audit Committee considered whether the provision of non-audit
services by the Company’s independent registered public accounting firm was compatible with maintaining the independence
of such firm in the conduct of its auditing functions.



It is the policy of the Audit Committee that
all audit, audit-related, tax and other permissible non-audit services provided by the Company’s independent registered public
accounting firm be pre-approved by the Audit Committee. It is expected that pre-approval will be for periods up to one year and
be set forth in an engagement letter approved by the Audit Committee that applies to the particular services or category of services
to be provided and subject to a specific budget. The policy also requires additional approval of any engagements that were previously
approved but are anticipated to exceed the pre-approved fee budget level. The policy permits the Chairman of the Audit Committee
to pre-approve the Company’s services by the Company’s independent registered public accounting firm where the Company
deems it necessary or advisable that such services commence prior to the next regularly scheduled meeting of the Audit Committee,
provided that the Chairman of the Audit Committee is required to report to the full Audit Committee on any pre-approval determinations
made in this manner at the next Audit Committee meeting. All of the services performed by the Company’s independent registered
public accounting firm during fiscal 2018 and fiscal 2017 were pre-approved by the Audit Committee.



The Audit Committee has selected BDO to act
as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2019. However, the Audit
Committee has the right to select different auditors if it deems a change to be in the Company’s best interests.

PART IV

Item 15. Exhibits, Financial
Statement Schedules.

| | (a) | Documents filed as part of this Report:
| | --- | ---------------------------------------

| | (3) | Exhibits. The following exhibits are filed with this Amendment:
| | --- | ---------------------------------------------------------------

|Exhibit No. | Description                                                                                           
|----------- | ------------------------------------------------------------------------------------------------------
|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



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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.



|                        |     | EnviroStar, Inc.                               
|----------------------- | --- | -----------------------------------------------
|                        |     |                                                
|Dated: October 29, 2018 |     |                                                
|                        | By: | /s/  Henry M. Nahmad                           
|                        |     | Henry M. Nahmad                                
|                        |     | Chairman, Chief Executive Officer and President







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