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[10-Q] Envela Corporation Quarterly Earnings Report

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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended June 30, 2025

OR

    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 001-11048

Graphic

ENVELA CORPORATION

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

Nevada

    

88-0097334

(STATE OF INCORPORATION)

(I.R.S. EMPLOYER IDENTIFICATION NO.)

1901 Gateway Drive, Suite 100, Irving, Texas 75038

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

(972) 587-4049

(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)

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

Title of Each Class

    

Trading Symbol

    

Name of Exchange on which Registered

Common Stock, par value $0.01 per share

ELA

ELA

NYSE American

NYSE Texas

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     No 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes     No 

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

Non-accelerated filer

Smaller reporting company

Emerging growth company

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes     No 

As of August 5, 2025 the registrant had 25,965,277 shares of common stock outstanding.

Table of Contents

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION

    

PAGE

ITEM 1.

FINANCIAL STATEMENTS

4

CONDENSED CONSOLIDATED STATEMENTS OF INCOME FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025 AND 2024 (UNAUDITED)

4

CONDENSED CONSOLIDATED BALANCE SHEETS AS OF JUNE 30, 2025 (UNAUDITED) AND DECEMBER 31, 2024

5

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024 (UNAUDITED)  

6

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY FOR THE THREE MONTHS ENDED JUNE 30, 2025 AND 2024 (UNAUDITED)

7

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024 (UNAUDITED)

8

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

9

NOTE 1 – BASIS OF PRESENTATION

9

NOTE 2 – PRINCIPLES OF CONSOLIDATION AND NATURE OF OPERATIONS

9

NOTE 3 – ACCOUNTING POLICIES AND ESTIMATES

10

NOTE 4 – INVENTORIES

16

NOTE 5 – GOODWILL

16

NOTE 6 – PROPERTY AND EQUIPMENT, NET

17

NOTE 7 – INTANGIBLE ASSETS, NET

18

NOTE 8 – ACCRUED EXPENSES

19

NOTE 9 – SEGMENT INFORMATION

19

NOTE 10 – REVENUE

22

NOTE 11 – LEASES

23

NOTE 12 – BASIC AND DILUTED AVERAGE SHARES

24

NOTE 13 – DEBT

26

NOTE 14 – STOCK-BASED COMPENSATION

28

NOTE 15 – RELATED PARTY TRANSACTIONS

28

NOTE 16 – CONTINGENCIES

28

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

29

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

48

ITEM 4.

CONTROLS AND PROCEDURES

48

PART II. OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

50

ITEM 1A.

RISK FACTORS

50

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES, USE OF PROCEEDS AND ISSUER PURCHASES OF EQUITY SECURITIES

50

2

Table of Contents

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

50

ITEM 4.

MINE SAFETY DISCLOSURES

50

ITEM 5.

OTHER INFORMATION

51

ITEM 6.

EXHIBITS

52

SIGNATURE

53

GLOSSARY OF DEFINED TERMS

54

3

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1: FINANCIAL STATEMENTS

ENVELA CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

Three Months Ended June 30, 

Six Months Ended June 30, 

(Unaudited)

    

2025

    

2024

    

2025

    

2024

Sales

$

54,876,833

$

45,297,002

$

103,132,662

$

85,154,782

Cost of goods sold

 

42,488,910

 

33,907,545

 

78,776,715

 

63,444,641

Gross margin

 

12,387,923

 

11,389,457

 

24,355,947

 

21,710,141

Expenses:

 

  

 

  

 

  

 

  

Selling, general and administrative

 

8,672,067

 

9,118,048

 

17,076,329

 

16,755,024

Depreciation and amortization

 

460,411

 

362,267

 

905,752

 

705,832

Total operating expenses

 

9,132,478

 

9,480,315

 

17,982,081

 

17,460,856

Operating income

 

3,255,445

 

1,909,142

 

6,373,866

 

4,249,285

Other income (expense):

 

  

 

  

 

  

 

  

Other income

 

394,251

 

225,417

 

599,856

 

463,945

Interest expense

 

(106,228)

 

(109,141)

 

(212,549)

 

(229,995)

Income before income taxes

 

3,543,468

 

2,025,418

 

6,761,173

 

4,483,235

Income tax expense

 

(791,069)

 

(461,239)

 

(1,515,427)

 

(1,011,517)

Net income

$

2,752,399

$

1,564,179

$

5,245,746

$

3,471,718

Basic earnings per share:

 

  

 

  

 

  

 

  

Net income

$

0.11

$

0.06

$

0.20

$

0.13

Diluted earnings per share:

 

  

 

  

 

  

 

  

Net income

$

0.11

$

0.06

$

0.20

$

0.13

Weighted average shares outstanding:

 

  

 

  

 

  

 

  

Basic

 

25,991,979

 

26,248,554

 

25,993,802

 

26,333,796

Diluted

 

25,991,979

 

26,263,554

 

25,993,802

 

26,348,796

The accompanying notes are an integral part of these condensed consolidated financial statements.

4

Table of Contents

ENVELA CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

    

June 30, 

    

December 31, 

2025

2024

Assets

(Unaudited)

  

Current assets:

 

  

 

  

Cash and cash equivalents

$

22,851,869

$

20,609,003

Accounts receivable, net of allowances

 

5,065,919

 

4,384,238

Notes receivable

 

 

2,000

Inventories

 

27,381,184

 

25,705,524

Prepaid expenses

 

1,166,819

 

874,203

Other current assets

114,864

28,839

Total current assets

 

56,580,655

 

51,603,807

Property and equipment, net

 

13,802,440

 

13,515,162

Right-of-use assets from operating leases

 

4,587,527

 

4,741,326

Goodwill

 

3,621,453

 

3,621,453

Intangible assets, net

 

3,780,766

 

4,097,778

Deferred tax asset

90,858

49,526

Other assets

 

252,061

 

241,437

Total assets

$

82,715,760

$

77,870,489

Liabilities and stockholders’ equity

 

  

 

  

Current liabilities:

 

  

 

  

Accounts payable

$

3,158,474

$

3,177,550

Notes payable

 

3,374,442

 

3,591,351

Operating lease liabilities

 

1,818,941

 

2,078,505

Accrued expenses

 

2,382,896

 

3,215,343

Other current liabilities

 

1,625,679

 

455,385

Total current liabilities

 

12,360,432

 

12,518,134

Notes payable, less current portion

 

9,668,844

 

9,930,828

Operating lease liabilities, less current portion

 

2,909,926

 

2,769,389

Total liabilities

$

24,939,202

$

25,218,351

Contingencies (Note 16)

 

  

 

  

Stockholders’ equity:

 

  

 

  

Preferred stock, $0.01 par value; 5,000,000 shares authorized; no shares issued and outstanding

 

 

Common stock, $0.01 par value; 60,000,000 shares authorized; 26,924,631 shares issued and 25,975,038 shares outstanding as of June 30, 2025; 26,924,631 shares issued and 25,995,701 shares outstanding as of December 31, 2024

 

269,246

 

269,246

Treasury stock at cost, 949,593 and 928,930 shares, as of June 30, 2025 and December 31, 2024, respectively

 

(4,690,149)

 

(4,568,823)

Additional paid-in capital

 

40,173,000

 

40,173,000

Retained earnings

 

22,024,461

 

16,778,715

Total stockholders’ equity

 

57,776,558

 

52,652,138

Total liabilities and stockholders’ equity

$

82,715,760

$

77,870,489

The accompanying notes are an integral part of these condensed consolidated financial statements.

5

Table of Contents

ENVELA CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended June 30, 

(Unaudited)

    

2025

    

2024

Operations

  

  

Net income

$

5,245,746

$

3,471,718

Adjustments to reconcile net income to net cash provided by operations:

 

  

 

  

Depreciation and amortization

 

905,752

 

705,832

Provision for credit losses

 

82,366

 

240,166

Deferred taxes

 

(41,332)

 

(45,383)

Non-cash lease expense

 

1,208,522

 

985,996

Loss on disposal of equipment

5,491

Changes in operating assets and liabilities:

 

  

 

  

Accounts receivable

 

(764,047)

 

2,732,769

Inventories

 

(1,675,660)

 

(3,633,741)

Prepaid expenses

 

(292,616)

 

159,517

Other assets

 

(96,649)

 

(18,609)

Accounts payable

 

(19,076)

 

(31,919)

Accrued expenses

 

(832,447)

 

(643,856)

Operating leases

 

(1,173,750)

 

(1,010,247)

Other liabilities

 

1,170,294

 

90,019

Net cash provided by operations

 

3,722,594

 

3,002,262

Investing

 

  

 

  

Purchase of property and equipment

 

(831,529)

 

(965,525)

Purchase of intangible assets

 

(50,630)

 

(296,496)

Proceeds from (investment in) notes receivable

2,000

(2,983)

Proceeds from sales of equipment

650

Net cash (used in) investing

 

(879,509)

 

(1,265,004)

Financing

 

  

 

  

Payments on notes payable

 

(478,893)

 

(626,625)

Purchase of treasury stock

(121,326)

(1,620,485)

Net cash (used in) financing

 

(600,219)

 

(2,247,110)

Net change in cash and cash equivalents

 

2,242,866

 

(509,852)

Cash and cash equivalents, beginning of period

 

20,609,003

 

17,853,853

Cash and cash equivalents, end of period

$

22,851,869

$

17,344,001

Supplemental disclosures

 

  

 

  

Cash paid during the period for:

 

  

 

  

Interest

$

218,685

$

284,796

Income Taxes

$

1,732,100

$

1,352,525

The accompanying notes are an integral part of these condensed consolidated financial statements.

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CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

    

    

    

    

    

    

    

    

    

    

    

Additional

    

    

    

Total

Common Stock

Treasury Stock

Preferred Stock

Paid-in

Retained

Stockholders’

(Unaudited)

    

Shares

    

Amount

    

Shares

    

Amount

    

Shares

    

Amount

    

Capital

    

Earnings

    

Equity

Three Months Ended June 30, 2024

Balance as of April 1, 2024

26,924,631

$

269,246

(617,313)

$

(3,060,195)

$

$

40,173,000

$

11,929,195

$

49,311,246

Net Income

 

1,564,179

1,564,179

Shares repurchased

 

(152,089)

(715,339)

(715,339)

Balance as of June 30, 2024

 

26,924,631

$

269,246

 

(769,402)

$

(3,775,534)

 

$

$

40,173,000

$

13,493,374

$

50,160,086

    

    

    

    

    

    

    

    

    

    

    

    

Additional

    

    

    

Total

Common Stock

Treasury Stock

Preferred Stock

Paid-in

Retained

Stockholders’

(Unaudited)

Shares

Amount

Shares

Amount

Shares

Amount

Capital

Earnings

Equity

Three Months Ended June 30, 2025

    

    

    

    

    

    

    

Balance as of April 1, 2025

26,924,631

$

269,246

(929,430)

$

(4,571,449)

$

$

40,173,000

$

19,272,062

$

55,142,859

Net Income

 

 

 

 

 

 

 

 

2,752,399

 

2,752,399

Shares repurchased

 

 

 

(20,163)

 

(118,700)

 

 

 

 

 

(118,700)

Balance as of June 30, 2025

 

26,924,631

$

269,246

 

(949,593)

$

(4,690,149)

 

$

$

40,173,000

$

22,024,461

$

57,776,558

The accompanying notes are an integral part of these condensed consolidated financial statements.

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CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

    

    

    

    

    

    

    

    

    

    

    

    

    

Additional

    

    

    

Total

Common Stock

Treasury Stock

Preferred Stock

Paid-in

Retained

Stockholders’

(Unaudited)

Shares

Amount

Shares

Amount

Shares

Amount

Capital

Earnings

Equity

Six Months Ended June 30, 2024

    

    

    

    

    

    

    

Balance as of January 1, 2024

26,924,631

$

269,246

(415,973)

$

(2,155,049)

$

$

40,173,000

$

10,021,656

$

48,308,853

Net Income

 

3,471,718

 

3,471,718

Shares repurchased

 

(353,429)

(1,620,485)

 

(1,620,485)

Balance as of June 30, 2024

 

26,924,631

$

269,246

 

(769,402)

$

(3,775,534)

 

$

$

40,173,000

$

13,493,374

$

50,160,086

    

    

    

    

    

    

Additional

    

Total

Common Stock

Treasury Stock

Preferred Stock

Paid-in

Retained

Stockholders’

(Unaudited)

Shares

Amount

Shares

Amount

Shares

Amount

Capital

Earnings

Equity

Six Months Ended June 30, 2025

    

    

    

    

    

    

    

Balance as of January 1, 2025

26,924,631

$

269,246

(928,930)

$

(4,568,823)

$

$

40,173,000

$

16,778,715

$

52,652,138

Net Income

 

 

 

 

 

 

 

 

5,245,746

 

5,245,746

Shares repurchased

 

 

 

(20,663)

 

(121,326)

 

 

 

 

 

(121,326)

Balance as of June 30, 2025

 

26,924,631

$

269,246

 

(949,593)

$

(4,690,149)

 

$

$

40,173,000

$

22,024,461

$

57,776,558

The accompanying notes are an integral part of these condensed consolidated financial statements.

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ENVELA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1 — BASIS OF PRESENTATION

These unaudited condensed consolidated financial statements of Envela Corporation, a Nevada corporation, and its subsidiaries (together with its subsidiaries, the “Company” or “Envela”), included herein have been prepared in accordance with accounting principles generally accepted (“GAAP”) in the United States (“U.S.”) for interim financial information and with the instructions to Quarterly Reports on Form 10-Q and Article 10 of Regulation S-X prescribed by the Securities and Exchange Commission (the “SEC”). Pursuant to the SEC’s rules and regulations, Quarterly Reports do not include all of the information and notes required by U.S. GAAP. In the opinion of management, all adjustments, which are of a normal and recurring nature except those which have been disclosed elsewhere in this Quarterly Report on Form 10-Q (“Form 10-Q”), necessary for a fair presentation of the unaudited condensed consolidated financial statements for these periods, have been included. The results of operations for the three and six months ended June 30, 2025 are not necessarily indicative of the results to be expected for the fiscal year ended December 31, 2025 (“Fiscal 2025”). Management suggests these unaudited condensed consolidated financial statements be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (“Fiscal 2024”) filed with the SEC on March 26, 2025 (“2024 Annual Report”). The Company's operations are located within the contiguous U.S. and its functional and reporting currency is the U.S. Dollar (“$”).

Envela files annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements, and other information with the SEC. Such information and amendments to reports previously filed or furnished are available on the Company’s corporate website, www.envela.com, as soon as reasonably practicable after such materials are filed with or furnished to the SEC. The SEC also maintains an internet site at www.sec.gov that contains the Company’s filings.

NOTE 2 — PRINCIPLES OF CONSOLIDATION AND NATURE OF OPERATIONS

Throughout this document, Envela Corporation is referred to as “we,” “us,” “our,” “Envela,” or the “Company.”

Principles of Consolidation

Envela serves as a holding company, conducting its operations via subsidiaries engaged in various businesses and activities within the re-commerce and recycling sectors. The Company does not have any variable interest entities requiring consolidation. All intercompany transactions and balances have been eliminated.

Nature of Operations

The products and services we offer are delivered by our subsidiaries under their distinct brands, rather than directly by Envela itself. Significant business activities within our operating and reportable segments are detailed below:

Consumer Segment

Our consumer segment primarily operates in the jewelry industry, specializing in the online and brick-and-mortar sale of authenticated high-end luxury goods, including pre-owned fine jewelry, diamonds and gemstones, luxury watches, along with secondary market bullion. We incorporate recycled diamonds and gemstones into our new designs meaning they were previously set and unset, producing a low-carbon and ethical origin product. The Company caters to consumers seeking environmentally responsible options for engagement rings, wedding bands, and other fine jewelry at accessible prices. Our profound commitment to extending the lifespan of luxury goods stems from our understanding that well-crafted items have an enduring quality, enabling them to maintain their beauty and value as they are passed from one owner to another.

Commercial Segment

Our commercial segment specializes in the de-manufacturing of end-of-life electronic assets to reclaim commodities and other materials, while also engaging in the Information Technology (“IT”) asset disposition (“ITAD”) industry. The separated commodities, including metals, plastics, and glass, are sold to downstream processors where they are further processed and reintroduced into new products. ITAD services maximize the residual value of retired IT assets by adhering to a reuse-first philosophy and ensuring equipment is refurbished and re-marketed after data sanitization. The Company offers services that manage the entire lifecycle of technology products to ensure data security, regulatory compliance, and

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

environmental sustainability. We are proud of our role in supporting a circular economy through the responsible reuse and recycling of electronic devices.

See Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations for further details.

See Note 3 – Accounting Policies and Estimates and Note 9 – Segment Information for further details.

NOTE 3 — ACCOUNTING POLICIES AND ESTIMATES

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. Examples of estimates and assumptions include revenue recognition, determining the nature and timing of satisfaction of performance obligations, variable consideration, and other obligations such as product returns and refunds; loss contingencies; the fair value of and/or potential impairment of goodwill and intangible assets for the reporting units; useful lives of our tangible and intangible assets; allowances for credit losses; the market value of, and demand for, our inventory and the potential outcome of uncertain tax positions that have been recognized on our condensed consolidated financial statements or tax returns. Actual results could differ from those estimates and assumptions.

Revenue Recognition

Accounting Standards Codification (“ASC”) 606, Revenue Recognition provides guidance to identify performance obligations for revenue-generating transactions. The Company applies a five-step approach in determining the amount and timing of revenue to be recognized: (1) identifying the contract with a customer; (2) identifying the performance obligations in the contract; (3) determining the transaction price; (4) allocating the transaction price to the performance obligations in the contract; and (5) recognizing revenue when the corresponding performance obligation is satisfied.

Consumer Segment

For the consumer segment, revenue from monetary transactions (i.e., cash and accounts receivable) with wholesale customers is recognized when the merchandise is delivered or at the point of sale for retail customers, and consideration for the transaction has been made either by immediate payment or through a receivable obligation. For e-commerce, revenue is recognized when the customer has fulfilled their obligation to pay or promise to pay, and goods have been shipped.

Revenue on precious metals requiring an assay is recognized upon transfer of title, based on the determination of the underlying weight and price of the associated metals.

The Company offers third-party financing for retail customers. Revenue is recognized upon transfer of title, with the promise of the third-party financing company to pay.

Commercial Segment

The commercial segment recognizes revenue at an amount that reflects the consideration to which we expect to be entitled to in exchange for transferring goods or services to the customer.

The commercial segment recognizes refining revenue when our inventory arrives at the destination port and the performance obligation is satisfied by transferring the control of the promised goods that are identified in the customer contract. The initial invoice is recognized in full when our performance obligation is satisfied. Under the guidance of ASC 606, an estimate of the variable consideration that we are expected to be entitled to is included in the transaction price stated at the current precious metal spot price and weight of the precious metal. An adjustment to revenue is made once the underlying weight and any precious metal spot price movement is resolved, which is usually around six weeks. Any adjustment from the resolution of the underlying uncertainty is netted with the settlement due from the original contract. Historically, these amounts have not been material.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

The commercial segment provides its services according to a Scope of Work (“SOW”). Revenue from our service offerings is recognized upon completion of the SOW at a predetermined amount based on the number of units processed and a preset price per unit or weight measurement.

The commercial segment provides freight arrangement services related to inbound asset or material movements to our facilities. Revenue from freight arrangement services is recognized at settlement with our inbound customers, which occurs when the SOW has been completed. Under the guidance of ASC 606, the Company is deemed to be a principal and as such records freight arrangement services as a component of revenue, and the associated expense is recorded as a component of cost of goods sold.

The commercial segment recognizes revenue on outright sales when the terms and transaction price are agreed to, the product is shipped, and title is transferred.

See Note 10 – Revenue for further details.

Sales Returns and Allowances

Sales are recorded, net of expected returns. In some cases, the consumer and commercial segment’s customers may return a product purchased within 30 days of receipt. Our allowance for estimated returns is based on our review of historical returns experience and reduces our reported revenues accordingly.

As of June 30, 2025, and December 31, 2024, the consumer segment’s allowance for returns was $7,345 and $11,942, respectively.

As of June 30, 2025, and December 31, 2024, the commercial segment’s allowance for returns was $64,425 and $48,569, respectively.

Concentrations and Credit Risk

The Company is potentially subject to concentrations of counterparty credit risk. The concentrations described herein pertain to certain domestic precious metals transactions requiring an assay which are of short duration and settled on comparable terms. Overall customer concentrations as a percentage of sales may vary as a result of the mix of product being sold within each comparative period. Individual customer concentrations are also impacted by each customer’s production schedule and as such the Company identifies the most appropriate sales outlet to ensure a timely transaction settlement.

For the six months ended June 30, 2025, two customers aggregated 50.3% of our sales and represented 19.1% of our accounts receivable balance.

For the six months ended June 30, 2024, two customers aggregated 21.0% of our sales and represented 0.0% of our accounts receivable balance.

The Company believes that no single customer is critical to its business as a result of having diverse revenue streams and the optionality of sales outlets primarily associated with base and precious metals.

Shipping and Handling Costs

Within the consumer and commercial segments, shipping and handling costs are accounted for as fulfillment costs within cost of goods sold.

For the three months ended June 30, 2025 and 2024, the consumer segment’s shipping and handling costs were $13,914 and $49,350, respectively. For the three months ended June 30, 2025 and 2024, the commercial segment’s shipping and handling costs were $926,483 and $1,194,203, respectively.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the six months ended June 30, 2025 and 2024, the consumer segment’s shipping and handling costs were $30,600 and $49,789, respectively. For the six months ended June 30, 2025 and 2024, the commercial segment’s shipping and handling costs were $1,917,808 and $2,588,280, respectively.

Advertising Costs

The consumer and commercial segment’s advertising costs are expensed as incurred.

For the three months ended June 30, 2025 and 2024, the consumer segment’s advertising costs were $290,277 and $324,868, respectively. For the three months ended June 30, 2025 and 2024, the commercial segment’s advertising costs were $124,873 and $61,672, respectively.

For the six months ended June 30, 2025 and 2024, the consumer segment’s advertising costs were $570,440 and $572,982, respectively. For the six months ended June 30, 2025 and 2024, the commercial segment’s advertising costs were $206,008 and $132,977, respectively.

Leases

We determine if an arrangement is a lease at inception. We do not separate non-lease components from lease components to which they relate and have accounted for the combined lease and non-lease components as a single lease component. Many of our lease agreements contain renewal options; however, we do not recognize right-of-use assets or lease liabilities for renewal periods unless it is determined that we are reasonably certain of renewing the lease at inception or when a triggering event occurs.

In determining our right-of-use assets and lease liabilities, we apply a discount rate to the minimum lease payments within each lease agreement. ASC 842, Leases requires us to use the interest rate that a lessee would have to pay to borrow on a collateralized basis over a similar term in an amount equal to the lease payments in a similar economic environment. If we cannot readily determine the discount rate implicit in lease agreements, we utilize our incremental borrowing rate. For leases one-year or less the Company has elected not to record lease liabilities and right-of use assets and instead recognize the expense associated with the lease payments using the straight-line basis.

Income Taxes

Income taxes are accounted for under the asset and liability method prescribed by ASC 740, Income Taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to be applicable to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

Valuation of Deferred Tax Assets

The Company’s deferred tax assets include certain future tax benefits. The Company records a valuation allowance against any portion of those deferred income tax assets when it believes, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred tax asset will not be realized. The Company reviews the likelihood that the benefit of the deferred tax assets will be realized and the need for valuation allowances on a quarterly basis, or more frequently if events indicate that a review is required. We have not taken a tax position that, if challenged, would have a material effect on the condensed consolidated financial statements or the effective tax rate for the three and six months ended June 30, 2025 and 2024.

As of June 30, 2025, the Company had a deferred tax asset of $90,858. As of December 31, 2024, the Company had a deferred tax asset of $49,526. The Company did not have a valuation allowance as of June 30, 2025, or December 31, 2024.

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ENVELA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Segment Information

The accounting standards for reporting information about operating segments define an operating segment as a component of an enterprise that engages in business activities from which it may earn revenues and incur expenses for which discrete financial information is available that is evaluated regularly by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources and in assessing performance. For the periods presented in these condensed consolidated financial statements, the Company’s CODM was identified as the Chief Executive Officer.

The Company allocates its corporate expenses to its operating segments, including selling, general and administrative expenses, depreciation and amortization, other income, interest expense, and income tax expense.

See Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations for further details.

See Note 2 – Principles of Consolidation and Nature of Operations and Note 9 – Segment Information for further details.

Earnings Per Share

Basic earnings per share of our common stock, par value $0.01 per share (our “Common Stock”), is computed by dividing net earnings available to holders of the Common Stock by the weighted average number of shares of Common Stock outstanding for the reporting period. Diluted earnings per share reflect the potential dilution that could occur if securities or other contracts to issue Common Stock were exercised or converted into Common Stock. For the calculation of diluted earnings per share, the basic weighted average number of shares is increased by the dilutive effect of stock options and warrants outstanding determined using the treasury stock method.

See Note 12 – Basic and Diluted Average Shares for further details.

Stock-Based Compensation

The Company accounts for stock-based compensation by measuring the cost of employee services received in exchange for an award of equity instruments, including grants of stock options, based on the fair value of the award at the date of the grant. In addition, to the extent that the Company receives an excess tax benefit upon exercise of an award, such benefit is reflected as cash flow from financing activities within the condensed consolidated statement of cash flows.

See Note 14 – Stock-Based Compensation for further details.

Taxes Collected from Customers

The Company’s policy is to present taxes collected from customers and remitted to governmental authorities on a net basis. The Company records the amounts collected as a current liability and relieves such liability upon remittance to the taxing authority without impacting revenue or expenses.

Financial Instruments

The carrying amounts reported in the condensed consolidated balance sheets for cash equivalents, accounts receivable, accounts payable, and accrued expenses approximate fair value because of the immediate or short-term maturity of these financial instruments. The carrying amounts reported for the notes receivable and notes payable approximate fair value because the underlying instruments have an interest rate that reflects current market rates. None of these instruments are held for trading purposes.

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and cash equivalents and accounts receivable. At times, cash and cash equivalents exceed federally insured limits.

Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with a maturity of three months or less to be cash equivalents. The carrying amounts reported in the condensed consolidated balance sheets approximate fair value.

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ENVELA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Accounts Receivable, Net of Allowances

Accounts receivable represent amounts primarily due from customers on products and services. Our allowance for credit losses is primarily determined by an analysis of our accounts receivable aging, using the expected losses methodology. The allowance for credit losses is determined based on the historical experience of collecting past due amounts, based on the degree of their aging. In addition, specific accounts that are considered and expected to be uncollectable are included in the allowance for credit losses. Accounts receivables are considered delinquent when payment has not been made within contract terms. Accounts receivables are written off when all efforts to collect have been exhausted and the potential for recovery is considered remote.

As of June 30, 2025, and December 31, 2024, the consumer segment’s allowance for credit losses was $0 and $0, respectively.

As of June 30, 2025, and December 31, 2024, the commercial segment’s allowance for credit losses was $511,439 and $433,159, respectively.

Inventories

Consumer Segment

The consumer segment states its inventory at the lower of cost and net realizable value. The cost of inventory is an amount equal to that paid for the individual asset or lot of goods. We consider factors such as the current spot market price of precious metals and the current market demand for the items being purchased. Consigned inventory has a net-zero balance. The majority of our inventory has some component of its value that is based on the spot market price of precious metals. We monitor metals-based commodity markets to assess any adverse impact on the carrying value of our inventory.

Commercial Segment

The commercial segment states its inventory at the lower of cost and net realizable value. The cost of our technology assets is an amount equal to that paid for the individual asset or lot of goods, or, in instances in which we have an obligation to sell the asset before we pay for it, we utilize the retail cost method to estimate its value. The cost of our processed and unprocessed inventory, primarily consisting of base metals and electronic scrap materials, is determined by utilizing the weighted average cost method. We monitor metals-based commodity markets to assess any adverse impact on the carrying value of our inventory.

See Note 4 – Inventories for further details.

Goodwill

Goodwill is not amortized but evaluated for impairment on an annual basis during the fourth quarter of our fiscal year, or earlier if events or circumstances indicate the carrying value may be impaired. There were no triggering events identified during the six months ended June 30, 2025, requiring an interim goodwill impairment test, and the Company did not record a goodwill impairment charge in any of the periods presented.

See Note 5 – Goodwill for further details.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Property and Equipment, Net

Property and equipment are carried at cost less accumulated depreciation and are depreciated on a straight-line basis over the estimated useful lives of the assets; except for construction in progress which has not yet been placed into service. The following table depicts the estimated useful lives of our property and equipment asset classes:

Automobiles and trucks

    

5 to 7 years

Buildings

 

39 years

Building improvements

 

Shorter of 15 years or remaining useful life

Furniture and fixtures

 

5 to 7 years

Office technology

 

3 to 7 years

Leasehold improvements

 

Shorter of 15 years or remaining lease term

Production and material handling equipment

 

5 to 10 years

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Expenditures for repairs and maintenance are expensed as incurred; betterments that increase the value or materially extend the life of the related assets are capitalized.

See Note 6 – Property and Equipment, Net for further details.

Intangible Assets, Net

Finite-lived intangible assets are carried at cost less accumulated amortization and are amortized on a straight-line basis over the estimated useful lives of the assets; except for assets under development that have not yet been placed into service. The following table depicts the estimated useful lives of our property and equipment asset classes:

Customer lists

    

10 years

Domain names

 

5 years

Enterprise resource planning systems

 

5 years

Trade names

 

10 years

Finite-lived intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

See Note 7 – Intangible Assets, Net for further details.

Recent Accounting Pronouncements

In November 2024, the FASB issued Accounting Standards Update (“ASU”) 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), which requires an entity to disclose additional information about specific expense categories. The guidance is effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption and retrospective application permitted. The Company is currently evaluating the potential impact of adopting this new guidance on the consolidated financial statements and related disclosures.

No other recently issued or effective ASUs had, or are expected to have, a material impact on our financial position and results of operations.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 4 — INVENTORIES

The following table summarizes the details of the Company’s inventories:

June 30, 

December 31, 

    

2025

    

2024

Consumer

 

  

 

  

Trade inventories

$

25,221,844

$

23,973,333

Sub-total

 

25,221,844

 

23,973,333

Commercial

 

  

 

  

Trade inventories

 

2,159,340

 

1,732,191

Sub-total

 

2,159,340

 

1,732,191

$

27,381,184

$

25,705,524

NOTE 5 — GOODWILL

The following table summarizes the details of the Company’s changes in goodwill:

June 30, 

December 31, 

    

2025

    

2024

Consumer

 

  

 

  

Opening balance

$

$

300,000

Additions (reductions) (1)

 

 

(300,000)

Sub-total

 

 

Commercial

 

  

 

  

Opening balance

 

3,621,453

 

3,621,453

Additions (reductions)

 

 

Sub-total

 

3,621,453

 

3,621,453

$

3,621,453

$

3,621,453

(1)

The decrease in goodwill of $300 thousand for the year ended December 31, 2024, related to measurement period adjustments pertaining to the acquisition of the assets of a bespoke fabricator of jewelry in Scottsdale, Arizona (the “Scottsdale Transaction”).

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 6 — PROPERTY AND EQUIPMENT, NET

The following table summarizes the details of the Company’s property and equipment, net:

June 30, 

December 31, 

    

2025

    

2024

Consumer

 

  

 

  

Land

$

1,824,892

$

1,824,892

Building and improvements

 

6,114,344

 

6,078,606

Leasehold improvements

 

1,972,648

 

1,736,193

Furniture and fixtures

 

1,409,893

 

1,203,540

Machinery and equipment

 

1,598,448

 

1,570,704

Vehicles

 

53,318

 

53,318

Construction in progress (1)

 

62,211

 

135,856

 

13,035,754

 

12,603,109

Less: accumulated depreciation

 

(3,495,199)

 

(3,287,437)

Sub-total

 

9,540,555

 

9,315,672

Commercial

 

  

 

  

Leasehold improvements

 

160,850

 

172,391

Furniture and fixtures

 

74,811

 

74,811

Machinery and equipment

 

1,357,159

 

1,336,427

Vehicles

 

206,556

 

206,556

 

1,799,376

 

1,790,185

Less: accumulated depreciation

 

(1,204,173)

 

(1,112,694)

Sub-total

 

595,203

 

677,491

Corporate

 

  

 

  

Land

 

1,106,664

 

1,106,664

Building and improvements

 

2,730,138

 

2,688,523

Furniture and fixtures

 

35,197

 

Machinery and equipment

 

55,868

 

28,627

Construction in progress (1)

 

83,185

 

 

4,011,052

 

3,823,814

Less: accumulated depreciation

 

(344,370)

 

(301,815)

Sub-total

 

3,666,682

 

3,521,999

$

13,802,440

$

13,515,162

(1)As of June 30, 2025 and December 31, 2024, these assets are being constructed, have not yet been placed into service, and are not yet depreciable.

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ENVELA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 7 — INTANGIBLE ASSETS, NET

The following table summarizes the details of the Company’s intangible assets, net:

June 30, 

December 31, 

    

2025

    

2024

Consumer

 

  

 

  

Technology

$

409,896

$

409,896

Customer lists

13,000

13,000

Assets under development (1)

 

3,924

 

3,381

 

426,820

 

426,277

Less: accumulated amortization

 

(384,438)

 

(379,980)

Sub-total

 

42,382

 

46,297

Commercial

 

  

 

  

Trademarks/tradenames

 

2,869,000

 

2,869,000

Customer contracts

 

1,873,000

 

1,873,000

Customer relationships

 

1,809,000

 

1,809,000

 

6,551,000

 

6,551,000

Less: accumulated amortization

 

(3,192,582)

 

(2,877,855)

Sub-total

 

3,358,418

 

3,673,145

Corporate

 

  

 

  

Technology

 

512,635

 

462,548

 

512,635

 

462,548

Less: accumulated amortization

 

(132,669)

 

(84,212)

Sub-total

 

379,966

 

378,336

$

3,780,766

$

4,097,778

(1)As of June 30, 2025 and December 31, 2024, these intangible assets are under development, have not yet been placed into service, and are not yet amortizable.

The following table depicts the Company’s estimated future amortization expense related to intangible assets as of June 30, 2025:

    

Consumer

    

Commercial

    

Corporate

    

Total

2025

 

4,464

 

314,724

 

54,280

 

373,468

2026

 

8,928

 

629,448

 

108,562

 

746,938

2027

 

8,928

 

629,448

 

108,562

 

746,938

2028

 

8,056

 

629,448

 

108,562

 

746,066

2029

 

3,273

 

539,923

 

 

543,196

Thereafter

 

4,809

 

615,427

 

 

620,236

$

38,458

$

3,358,418

$

379,966

$

3,776,842

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ENVELA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 8 — ACCRUED EXPENSES

The following table summarizes the details of the Company’s accrued expenses:

    

June 30, 

    

December 31, 

2025

2024

Consumer

 

  

 

  

Accrued interest

$

6,158

$

11,276

Payroll

 

377,247

 

361,829

Taxes

 

199,160

 

133,008

Sub-total

 

582,565

 

506,113

Commercial

 

  

 

  

Accrued interest

 

6,934

 

7,568

Payroll

 

453,480

 

457,722

Taxes

 

17,693

 

Unvouchered inventory payments

 

1,136,404

 

1,915,567

Other

 

9,799

 

26,334

Sub-total

 

1,624,310

 

2,407,191

Corporate

 

  

 

  

Accrued interest

 

6,517

 

6,902

Payroll

 

29,725

 

38,205

Taxes

 

104,921

 

153,479

Professional fees

 

1,888

 

81,973

Other

 

32,970

 

21,480

Sub-total

 

176,021

 

302,039

$

2,382,896

$

3,215,343

NOTE 9 — SEGMENT INFORMATION

The CODM uses operating income to evaluate the performance of the overall business, make investing decisions, and allocate resources. The following table depicts the Company’s segment results of operations, including significant expenses that are regularly reviewed by the CODM, for the three months ended June 30, 2025 and 2024:

Three Months Ended June 30, 

    

2025

2024

 

Consumer

    

Commercial

    

Consolidated

    

Consumer

    

Commercial

    

Consolidated

Sales

$

43,173,758

$

11,703,075

$

54,876,833

 

$

31,990,028

$

13,306,974

$

45,297,002

Cost of goods sold

 

38,515,772

 

3,973,138

 

42,488,910

 

 

27,968,699

 

5,938,846

 

33,907,545

Selling, general and administrative

 

3,735,427

 

4,936,640

 

8,672,067

 

 

4,009,468

 

5,108,580

 

9,118,048

Depreciation and amortization

 

195,604

 

264,807

 

460,411

 

 

112,518

 

249,749

 

362,267

Operating income

$

726,955

$

2,528,490

$

3,255,445

 

$

(100,657)

$

2,009,799

$

1,909,142

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ENVELA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

The following table depicts the reconciliation of the Company’s segment operating income to income before income taxes for the three months ended June 30, 2025 and 2024:

Three Months Ended June 30, 

2025

2024

Consumer

    

Commercial

    

Consolidated

    

Consumer

    

Commercial

    

Consolidated

Operating income

$

726,955

$

2,528,490

$

3,255,445

 

$

(100,657)

$

2,009,799

$

1,909,142

Other income

 

156,158

 

238,093

 

394,251

 

 

8,003

 

217,414

 

225,417

Interest expense

 

(53,993)

 

(52,235)

 

(106,228)

 

 

(55,697)

 

(53,444)

 

(109,141)

Income before income taxes

$

829,120

$

2,714,348

$

3,543,468

 

$

(148,351)

$

2,173,769

$

2,025,418

The following table depicts the Company’s segment results of operations, including significant expenses that are regularly reviewed by the CODM, for the six months ended June 30, 2025 and 2024:

Six Months Ended June 30, 

    

2025

2024

 

Consumer

    

Commercial

    

Consolidated

    

Consumer

    

Commercial

    

Consolidated

Sales

$

79,944,362

$

23,188,300

$

103,132,662

 

$

60,216,045

$

24,938,737

$

85,154,782

Cost of goods sold

 

71,075,473

 

7,701,242

 

78,776,715

 

 

52,645,527

 

10,799,114

 

63,444,641

Selling, general and administrative

 

7,623,333

 

9,452,996

 

17,076,329

 

 

7,260,958

 

9,494,066

 

16,755,024

Depreciation and amortization

 

376,236

 

529,516

 

905,752

 

 

206,194

 

499,638

 

705,832

Operating income

$

869,320

$

5,504,546

$

6,373,866

 

$

103,366

$

4,145,919

$

4,249,285

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ENVELA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

The following table depicts the reconciliation of the Company’s segment operating income to income before income taxes for the six months ended June 30, 2025 and 2024:

Six Months Ended June 30, 

2025

2024

Consumer

    

Commercial

    

Consolidated

    

Consumer

    

Commercial

    

Consolidated

Operating income

$

869,320

$

5,504,546

$

6,373,866

 

$

103,366

$

4,145,919

$

4,249,285

Other income

 

157,007

 

442,849

 

599,856

 

 

16,008

 

447,937

 

463,945

Interest expense

 

(108,040)

 

(104,509)

 

(212,549)

 

 

(120,098)

 

(109,897)

 

(229,995)

Income before income taxes

$

918,287

$

5,842,886

$

6,761,173

 

$

(724)

$

4,483,959

$

4,483,235

Other significant segment items that are regularly reviewed by the CODM are capital expenditures, which the Company defines as any purchases of property and equipment or intangible assets. The following table depicts capital expenditures for the three months ended June 30, 2025 and 2024:

Three Months Ended June 30, 

    

2025

    

2024

Consumer

$

291,521

$

435,671

Commercial

 

52,271

 

108,222

Corporate

 

153,380

 

333,139

$

497,172

$

877,032

The following table depicts capital expenditures for the six months ended June 30, 2025 and 2024:

Six Months Ended June 30, 

    

2025

    

2024

Consumer

$

560,474

$

704,624

Commercial

 

52,271

 

108,222

Corporate

 

269,414

 

449,175

$

882,159

$

1,262,021

The following table depicts the Company’s total assets:

As of

    

June 30, 2025

    

December 31, 2024

Consumer

$

43,903,025

$

40,454,328

Commercial

 

16,001,230

 

33,068,887

Corporate

 

22,811,505

 

4,347,274

$

82,715,760

$

77,870,489

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ENVELA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 10 — REVENUE

The following table depicts the Company’s disaggregation of total sales and gross margin for the three months ended June 30, 2025 and 2024:

    

Three Months Ended June 30, 

 

2025

2024

 

 

Sales

    

Gross Margin

    

Margin

Sales

    

Gross Margin

    

Margin

Consumer

$

43,173,758

$

4,657,986

 

10.8

%  

$

31,990,028

$

4,021,329

 

12.6

%

Commercial

 

11,703,075

 

7,729,937

 

65.5

%  

 

13,306,974

 

7,368,128

 

65.5

%

$

54,876,833

$

12,387,923

 

22.6

%  

$

45,297,002

$

11,389,457

 

25.1

%

The following table depicts the Company’s disaggregation of total sales and gross margin for the six months ended June 30, 2025 and 2024:

    

Six Months Ended June 30, 

 

2025

2024

 

    

Sales

    

Gross Margin

    

Margin

Sales

    

Gross Margin

    

Margin

Consumer

$

79,944,362

$

8,868,889

 

11.1

%  

$

60,216,045

$

7,570,518

 

12.6

%

Commercial

 

23,188,300

 

15,487,058

 

66.8

%  

 

24,938,737

 

14,139,623

 

56.7

%

$

103,132,662

$

24,355,947

 

23.6

%  

$

85,154,782

$

21,710,141

 

25.5

%

The following table lists the opening and closing balances of our contract assets and liabilities:

    

Accounts

    

Contract

    

Contract

Receivable

Assets

Liabilities

Consumer

 

  

 

  

 

  

Opening Balance - 1/1/2024

$

3,411,501

$

 

$

185,348

Closing Balance - 6/30/2024

 

396,415

 

 

299,613

 

 

 

Commercial

 

 

  

 

 

  

 

 

  

Opening Balance - 1/1/2024

 

 

4,399,658

 

 

 

 

Closing Balance - 6/30/2024

 

 

4,441,809

 

 

 

 

    

Accounts

    

Contract

    

Contract

Receivable

Assets

Liabilities

Consumer

 

  

 

  

 

  

Opening Balance - 1/1/2025

 

$

738,132

 

$

 

$

435,508

Closing Balance - 6/30/2025

 

1,395,486

 

 

1,601,699

 

 

 

Commercial

 

 

  

 

 

  

 

 

  

Opening Balance - 1/1/2025

 

 

3,646,106

 

 

 

 

Closing Balance - 6/30/2025

 

 

3,670,433

 

 

 

 

3,623

The Company has no contract assets, and the contract liabilities are customer deposits and gift cards, which are reported within other liabilities in the condensed consolidated balance sheets.

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ENVELA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 11 — LEASES

The following table depicts the Company’s future minimum lease payments as of June 30, 2025:

    

Operating

Leases

Consumer

 

  

2025

$

503,126

2026

 

1,186,142

2027

 

887,803

2028

 

652,641

2029

 

533,234

Thereafter

 

203,191

Total minimum lease payments

 

3,966,137

Less: imputed interest

 

(342,884)

Sub-total

 

3,623,253

Commercial

 

  

2025

 

621,338

2026

 

474,320

2027

 

33,454

2028

 

2029

 

Thereafter

 

Total minimum lease payments

 

1,129,112

Less: imputed interest

 

(23,498)

Sub-total

 

1,105,614

Total

 

4,728,867

Less: current portion

 

1,818,941

$

2,909,926

All of the Company’s leased facilities as of June 30, 2025, are non-cancellable. The leases are a combination of triple net leases, for which the Company pays its proportionate share of common area maintenance, property taxes, and property insurance, and modified gross leases, for which the Company directly pays for common area maintenance and property insurance. Lease costs are comprised of a combination of minimum lease payments and variable lease costs.

The following table depicts supplemental cash flow information related to operating leases:

Six Months Ended June 30, 

    

2025

    

2024

Non-cash activities: right-of-use operating lease assets obtained in exchange for new operating lease liabilities

$

951,464

$

660,087

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ENVELA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

The following table depicts the Company’s leasing costs for the three months ended June 30, 2025 and 2024:

Three Months Ended June 30, 

    

2025

    

2024

Operating lease cost

$

605,553

$

511,346

Variable lease cost

 

215,083

 

127,177

Short-term lease cost

 

31,191

 

129,379

$

851,827

$

767,902

The following table depicts the Company’s leasing costs for the six months ended June 30, 2025 and 2024:

Six Months Ended June 30, 

    

2025

    

2024

Operating lease cost

$

1,208,522

$

984,880

Variable lease cost

 

420,664

 

387,028

Short-term lease cost

 

100,977

 

180,729

$

1,730,163

$

1,552,637

As of June 30, 2025, the weighted average remaining lease term and weighted average discount rate for operating leases were 2.8 years and 4.2%. As of June 30, 2024, the weighted average remaining lease term and weighted average discount rate for operating leases were 2.5 years and 3.8%.

NOTE 12 — BASIC AND DILUTED AVERAGE SHARES

The following table is a reconciliation of the Company’s basic and diluted weighted average common shares for the three months ended June 30, 2025 and 2024:

    

Three Months Ended

June 30, 

2025

2024

Basic weighted average shares

 

25,991,979

 

26,248,554

Effect of potential dilutive securities

 

 

15,000

Diluted weighted average shares

 

25,991,979

 

26,263,554

The following table is a reconciliation of the Company’s basic and diluted weighted average common shares for the six months ended June 30, 2025 and 2024:

    

Six Months Ended

June 30, 

2025

2024

Basic weighted average shares

 

25,993,802

 

26,333,796

Effect of potential dilutive securities

 

 

15,000

Diluted weighted average shares

 

25,993,802

 

26,348,796

For three and six months ended June 30, 2025 and 2024, there were 0 and 15 thousand Common Stock options unexercised, respectively. For the three and six months ended June 30, 2025 and 2024, there were no anti-dilutive shares.

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ENVELA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

On March 14, 2023, a stock repurchase program was unanimously approved by the Company’s Board of Directors (the “Board”), which gave management authorization to purchase up to 1.0 million shares of the Company’s stock, at a per-share price not to exceed $9.00, on the open market. The plan expires on March 31, 2026.

On March 27, 2025, the Board unanimously approved the repurchase of an additional 100 thousand shares of the Common Stock, bringing the total authorization under the existing repurchase program to 1.1 million shares.

The following table lists the repurchase of Company shares for the three and six months ended June 30, 2025:

    

Total Number of

    

Average Price

    

Total Price

    

Shares Available

Fiscal Period

Shares Purchased

Paid per Share

Paid

to Purchase

Balance as of January 1, 2025

 

928,930

$

4.92

$

4,568,823

 

71,070

January 1 - 31, 2025

 

 

 

 

71,070

February 1 - 28, 2025

 

 

 

 

71,070

March 1 - 31, 2025

 

500

 

5.25

 

2,626

 

170,570

Balance as of March 31, 2025

 

929,430

$

4.92

$

4,571,449

 

170,570

April 1 - 30, 2025

 

 

 

 

170,570

May 1 - 31, 2025

 

 

 

 

170,570

June 1 - 30, 2025

 

20,163

 

5.89

 

118,700

 

150,407

Balance as of June 30, 2025

 

949,593

$

4.94

$

4,690,149

 

150,407

For the three months ended June 30, 2025, the Company repurchased 20,163 shares for $118,700, for an average price of $5.89.

For the six months ended June 30, 2025, the Company repurchased 20,663 shares for $121,326, for an average price of $5.87.

25

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ENVELA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 13 — DEBT

The following table summarizes the details of the Company’s long-term debt obligations:

    

Outstanding Balance

 

June 30, 

    

December 31, 

 

2025

2024

Consumer

 

  

 

  

Note payable, FSB (1)

$

2,399,094

$

2,455,043

Note payable, Truist Bank (3)

 

781,942

 

801,175

Notes payable, TBT (4,5)

 

1,929,792

 

1,979,730

Note payable, Scottsdale Transaction (6)

 

50,000

 

50,000

Sub-total

 

5,160,828

 

5,285,948

Commercial

 

  

 

  

Note payable, FSB (2)

 

5,442,691

 

5,569,171

Note payable, Avail Transaction (7)

 

 

166,667

Sub-total

 

5,442,691

 

5,735,838

Corporate

 

  

 

  

Line of credit, FSB (8)

 

 

Note payable, TBT (9)

 

2,439,767

 

2,500,393

Sub-total

 

2,439,767

 

2,500,393

Total

 

13,043,286

 

13,522,179

Less: current portion

 

(3,374,442)

 

(3,591,351)

$

9,668,844

$

9,930,828

(1)On November 23, 2021, the consumer segment entered into a $2.781 million secured amortizing note payable with Farmer’s State Bank of Oakley, Kansas (“FSB”). The note payable bears interest at 3.10% and matures on November 15, 2026.
(2)On November 23, 2021, the commercial segment entered into a $6.309 million secured amortizing note payable with FSB. The note payable bears interest at 3.10% and matures on November 15, 2026.
(3)On July 9, 2020, the consumer segment entered into a $956 thousand secured amortizing note payable with Truist Bank. The note payable bears interest at 3.65% and matures on July 9, 2030.
(4)On September 14, 2020, the consumer segment entered into a $496 thousand secured amortizing note payable with Texas Bank & Trust (“TBT”). The note payable bears interest at 3.75% and matures on September 14, 2025.
(5)On July 30, 2021, the consumer segment entered into a $1.772 million secured amortizing note payable with TBT. The note payable bears interest at 3.75% and matures on July 30, 2031.
(6)On September 12, 2024, the consumer segment entered into a $50 thousand secured amortizing note payable in relation to the Scottsdale Transaction. The repayment of the note payable shall begin upon the fulfillment of certain terms and conditions under the asset purchase agreement entered into on September 12, 2024. The note payable’s imputed interest is 3.10% and matures on September 30, 2026.

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ENVELA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(7)On October 29, 2021, the consumer segment entered into a $2.000 million secured amortizing note payable in relation to the acquisition of Avail Recovery Solutions, LLC on October 29, 2021 (“Avail Transaction”). The note payable’s imputed interest was 3.10% and matured on January 1, 2025.
(8)On November 8, 2024, the Company entered into a $3.800 million secured line of credit with FSB. The line of credit bears interest at our rate of deposit +1.00% with a floor of 3.10% and matures on November 23, 2027.
(9)On November 4, 2020, a wholly owned subsidiary of Envela entered into a $2.960 million secured amortizing note payable with TBT. The note payable bears interest at 3.25% and matures on November 3, 2025.

The following table depicts the Company’s future principal payments on long-term debt obligations as of June 30, 2025:

2025

    

2026

    

2027

    

2028

    

2029

    

Thereafter

Consumer

  

  

  

  

  

  

Note payable, FSB (1)

56,612

 

2,342,481

 

 

 

 

Note payable, Truist Bank (3)

19,511

 

40,203

 

41,716

 

43,216

 

44,913

 

592,381

Notes payable, TBT (4,5)

443,246

 

71,593

 

74,324

 

77,018

 

80,098

 

1,183,516

Note payable, Scottsdale Transaction (6)

31,250

 

18,750

 

 

 

 

Sub-total

550,619

 

2,473,027

 

116,040

 

120,234

 

125,011

 

1,775,897

Commercial

  

 

  

 

  

 

  

 

  

 

  

Note payable, FSB (2)

127,986

 

5,314,705

 

 

 

 

Note payable, Avail Transaction (7)

 

 

 

 

 

Sub-total

127,986

 

5,314,705

 

 

 

 

Corporate

  

 

  

 

  

 

  

 

  

 

  

Line of Credit, FSB (8)

 

 

 

 

 

Note payable, TBT (9)

2,439,767

 

 

 

 

 

Sub-total

2,439,767

 

 

 

 

 

$

3,118,372

$

7,787,732

$

116,040

$

120,234

$

125,011

$

1,775,897

The Company was in compliance with all of its debt obligation covenants for the three and six months ended June 30, 2025 and 2024.

The following table depicts the Company’s future scheduled aggregate principal payments and maturities as of June 30, 2025:

    

Scheduled

    

    

    

    

Principal

Loan

Scheduled Principal Payments and Maturities by Year

 

Payments

    

Maturities

    

Total

2025

 

325,939

 

2,792,433

 

3,118,372

2026

 

476,475

 

7,311,257

 

7,787,732

2027

 

116,040

 

 

116,040

2028

 

120,234

 

 

120,234

2029

 

125,011

 

 

125,011

Thereafter

 

175,713

 

1,600,184

 

1,775,897

$

1,339,412

$

11,703,874

$

13,043,286

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ENVELA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 14 — STOCK-BASED COMPENSATION

On June 25, 2025, our shareholders approved the adoption of the 2025 Equity Incentive Plan (the “2025 Plan”), effective June 25, 2025. The 2025 Plan provides for the grant of up to 1.1 million shares of Common Stock pursuant to awards granted under the plan.

The 2025 Plan will remain in effect for a term of 10 years from the effective date, unless sooner terminated by the Board of Directors.

As of June 30, 2025, no awards have been granted under the 2025 Plan. As a result, no stock-based compensation expense was recognized for the three and six months ended June 30, 2025 and 2024.

NOTE 15 — RELATED PARTY TRANSACTIONS

The Company has a corporate policy governing the identification, review, consideration, and approval or ratification of transactions with related persons. Under this policy, all related party transactions are identified and approved prior to consummation of the transaction to ensure they are consistent with the Company’s best interests and the best interests of its shareholders. The Company utilizes a space owned by a related party, for the secure processing and handling of materials before distribution. No consideration is exchanged between the parties, but the Company estimates that, if costs were incurred, they would be immaterial to its condensed consolidated financial statements.

NOTE 16 — CONTINGENCIES

We review the need to accrue for any loss contingency and establish a liability when, in the opinion of management, it is probable that a matter would result in a liability and the amount of loss, if any, can be reasonably estimated. We do not believe that the resolution of any currently pending lawsuits, claims, and proceedings, either individually or in the aggregate, will have a material adverse effect on financial position, results of operations, or liquidity. However, the outcomes of any currently pending lawsuits, claims, and proceedings cannot be predicted, and therefore, there can be no assurance that this will be the case. There are no loss contingencies subject to reporting for the three and six months ended June 30, 2025 and 2024.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Unless the context indicates otherwise for one of our specific operating segments, references to “we,” “us,” “our,” the “Company” and “Envela” refer to the consolidated business operations of Envela Corporation, and all of its direct and indirect subsidiaries.

Forward-Looking Statements

This Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 (this “Form 10-Q”), including but not limited to: (i) the section of this Form 10-Q entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations;” (ii) information concerning our business prospects or future financial performance, anticipated revenues, expenses, profitability or other financial items; and (iii) our strategies, plans and objectives, together with other statements that are not historical facts, includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements generally can be identified by the use of forward-looking terminology, such as “may,” “will,” “would,” “expect,” “intend,” “could,” “estimate,” “should,” “anticipate”, “potential,” “continue,” “deploy” or “believe.” We intend that all forward-looking statements be subject to the safe harbors created by these laws. All statements other than statements of historical information provided herein are forward-looking based on current expectations regarding important risk factors. Many of these risks and uncertainties are beyond our ability to control, and, in many cases, we cannot predict all of the risks and uncertainties that could cause our actual results to differ materially from those expressed in the forward-looking statements. Actual results could differ materially from those expressed in the forward-looking statements, and readers should not regard those statements as a representation by us or any other person that the results expressed in the statements will be achieved. Important risk factors that could cause results or events to differ from current expectations are described under the section entitled “Risk Factors” in the Company’s 2024 Annual Report and any material updates are described under the section of this Form 10-Q entitled “Risk Factors” and elsewhere in this Form 10-Q. These factors are not intended to be an all-encompassing list of risks and uncertainties that may affect the operations, performance, development and results of our business. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. We undertake no obligation to release publicly the results of any revisions to these forward-looking statements, which may be made to reflect events or circumstances after the date thereon, including without limitation, changes in our business strategy or planned capital expenditures, or store growth plans, or to reflect the occurrence of unanticipated events.

Introduction

This section includes a discussion of our operations for the three and six months ended June 30, 2025 and 2024. The following discussion and analysis provide information that management believes is relevant to an assessment and understanding of our financial condition and results of operations. The discussion should be read in conjunction with the Company’s 2024 Annual Report, the unaudited condensed consolidated financial statements, and the related Notes thereto included in Part I, Item 1 of this report.

Critical Accounting Policies and Estimates

There were no material changes to our critical accounting policies and estimates as described in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of the Company’s 2024 Annual Report

Economic Conditions

Impacts of Government Legislation

On July 4, 2025, the “One Big Beautiful Bill Act” was signed into law, which includes significant changes to federal tax law and other regulatory provisions that may impact the Company. We are currently evaluating the provisions of the new law and the potential effects on our financial position, results of operations, and cash flows. However, the Company does not expect the new law to have a material impact on the Company’s results of operations, financial condition, or liquidity.

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Impacts of High Interest Rates and Inflation

The U.S. and other world economies are currently experiencing high interest rates and elevated levels of inflation, coupled with commodity price risk, mainly associated with variations in the market price of precious metals and diamonds, which have the potential to impact consumer discretionary spending behavior. Furthermore, adverse macroeconomic conditions can also impact demand for resale technology assets.

To counterbalance economic cycles that impact market selling prices and/or underlying operating costs, we adjust the inbound purchase price of commodity-based products, luxury hard assets, and resale technology.

We continuously monitor our inventory positions and associated working capital to respond to market conditions and to meet seasonal business cycles and expansionary plans. These economic cycles may from time to time require the business to utilize its line of credit or seek additional capital.

Impacts of Tariffs

The U.S. government has recently adopted new approaches to trade policy, and announced tariffs on certain foreign goods, certain global tariffs, and the possibility of significant additional tariff increases or expansions of tariffs. The timing and scope of such tariffs by the U.S. and retaliatory tariffs by other countries in response to such tariffs are currently uncertain. The impacts of tariffs on each of our reportable segments are detailed below:

Consumer Segment

The Company’s consumer segment does not source inventory from or sell it into international markets, so it is not directly impacted by tariffs. However, global market uncertainty caused by tariffs can increase commodity costs on safe-haven metals such as gold and silver, which may increase working capital requirements. The Company mitigates increased working capital requirements by monitoring its inventory position and turnover, and maintaining disciplined buying practices to maintain margin.

Commercial Segment

The Company’s commercial segment periodically purchases limited quantities of personal technology assets for resale and replacement parts from international markets. Tariffs may increase costs for original equipment manufacturers, retailers, and parts distributors and, as a result, may require the Company to pay more for the purchase of personal technology assets for resale and replacement parts, thus increasing the Company’s required working capital requirements. The Company mitigates increased working capital requirements by monitoring its inventory position and turnover, maintaining disciplined buying practices, and using optimal domestic and international sales channels to maintain margins.

There can be no assurance that the measures we have adopted will be successful in mitigating the aforementioned risks.

Our Business

Envela serves as a holding company, conducting its operations via subsidiaries engaged in various businesses and activities within the recommerce and recycling sectors. The products and services we offer are delivered by our subsidiaries under their distinct brands, rather than directly by Envela itself. Significant business activities within our reportable segments are detailed below:

Consumer Segment

Our consumer segment primarily operates in the jewelry industry, specializing in the online and brick-and-mortar sale of authenticated high-end luxury goods, including pre-owned fine jewelry, diamonds and gemstones, luxury watches, along with secondary market bullion. We incorporate recycled diamonds and gemstones into our new designs meaning they were previously set and unset, producing a low-carbon and ethical origin product. The Company caters to consumers seeking environmentally responsible options for engagement rings, wedding bands, and other fine jewelry at accessible prices. Our

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profound commitment to extending the lifespan of luxury goods stems from our understanding that well-crafted items have an enduring quality, enabling them to maintain their beauty and value as they are passed from one owner to another.

Commercial Segment

Our commercial segment specializes in the de-manufacturing of end-of-life electronic assets to reclaim commodities and other materials, while also engaging in the ITAD industry. The separated commodities, including metals, plastics, and glass, are sold to downstream processors where they are further processed and reintroduced into new products. ITAD services maximize the residual value of retired IT assets by adhering to a reuse-first philosophy and ensuring equipment is refurbished and re-marketed after data sanitization. The Company offers services that manage the entire lifecycle of technology products to ensure data security, regulatory compliance, and environmental sustainability. We are proud of our role in supporting a circular economy through the responsible reuse and recycling of electronic devices.

Segment Activities

The Company believes it is well positioned to take advantage of its overall capital structure.

Consumer Segment

Our strategy is to expand the number of locations we operate by opening new locations throughout the U.S. Likewise, we continue to evaluate opportunities related to complementary product and service offerings for our stores and online business.

Commercial Segment

Our strategy is to expand both organically and through acquisitions. The Company has taken considerable steps to bolster its management team and operating systems to position itself for growth. Our production facilities are capable of managing the expansion of existing relationships and consolidation of acquisition targets within relative geographic proximity to our existing facilities.

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Table of Contents

Results of Operations

Comparison of the Three Months Ended June 30, 2025 and 2024

The following table depicts our disaggregated condensed consolidated statements of income for the three months ended June 30, 2025 and 2024:

Three Months Ended June 30, 

 

2025

2024

 

    

Consumer

    

Commercial

    

Consolidated

    

% of Sales (1)

    

Consumer

    

Commercial

    

Consolidated

    

% of Sales (1)

 

Sales

$

43,173,758

$

11,703,075

$

54,876,833

 

100.0

%  

$

31,990,028

$

13,306,974

$

45,297,002

 

100.0

%

Cost of goods sold

 

38,515,772

$

3,973,138

 

42,488,910

 

77.4

%  

 

27,968,699

 

5,938,846

 

33,907,545

 

74.9

%

Gross margin

 

4,657,986

 

7,729,937

 

12,387,923

 

22.6

%  

 

4,021,329

 

7,368,128

 

11,389,457

 

25.1

%

Expenses:

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Selling, general and administrative

 

3,735,427

 

4,936,640

 

8,672,067

 

15.8

%  

 

4,009,468

 

5,108,580

 

9,118,048

 

20.1

%

Depreciation and amortization

 

195,604

 

264,807

 

460,411

 

0.8

%  

 

112,518

 

249,749

 

362,267

 

0.8

%

Total operating expenses

 

3,931,031

 

5,201,447

 

9,132,478

 

16.6

%  

 

4,121,986

 

5,358,329

 

9,480,315

 

20.9

%

Operating income (loss)

 

726,955

 

2,528,490

 

3,255,445

 

5.9

%  

 

(100,657)

 

2,009,799

 

1,909,142

 

4.2

%

Other income (expense):

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Other income

 

156,158

 

238,093

 

394,251

 

0.7

%  

 

8,003

 

217,414

 

225,417

 

0.5

%

Interest expense

 

(53,993)

 

(52,235)

 

(106,228)

 

(0.2)

%  

 

(55,697)

 

(53,444)

 

(109,141)

 

(0.2)

%

Income (loss) before income taxes

 

829,120

 

2,714,348

 

3,543,468

 

6.5

%  

 

(148,351)

 

2,173,769

 

2,025,418

 

4.5

%

Income tax (expense) benefit

 

(185,749)

 

(605,320)

 

(791,069)

 

(1.4)

%  

 

(29,607)

(431,632)

 

(461,239)

 

(1.0)

%

Net income (loss)

$

643,371

$

2,109,028

$

2,752,399

 

5.0

%  

$

(177,958)

$

1,742,137

$

1,564,179

 

3.5

%

(1)The “% of Sales” figures present the proportion of each line item to the total consolidated sales for the respective period, which management believes is relevant to an assessment and understanding of our financial condition and results of operations. Due to rounding, percentages presented may not add up precisely to the totals provided.

The individual segments reported the following for the three months ended June 30, 2025 and 2024:

Sales

Three Months Ended June 30, 

Change

 

    

2025

    

2024

    

Amount

    

%

 

Consolidated

$

54,876,833

$

45,297,002

$

9,579,831

 

21.1

%

% of consolidated sales

 

100.0

%  

 

100.0

%  

 

  

 

  

Consumer

$

43,173,758

$

31,990,028

$

11,183,730

 

35.0

%

% of consumer sales

 

100.0

%  

 

100.0

%  

 

  

 

  

Commercial

$

11,703,075

$

13,306,974

$

(1,603,899)

 

(12.1)

%

% of commercial sales

 

100.0

%  

 

100.0

%  

 

  

 

  

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Consolidated

Sales increased by $9,579,831, or 21.1%, during the three months ended June 30, 2025, to $54,876,833, as compared to $45,297,002 during the same period in Fiscal 2024.

Consumer Segment

Sales in the consumer segment increased by $11,183,730, or 35.0%, during the three months ended June 30, 2025, to $43,173,758, as compared to $31,990,028 during the same period in Fiscal 2024. The change was primarily attributed to stronger volumes and pricing on our wholesale precious metals transactions. Our wholesale precious metals transactions were impacted by favorable inbound material flow from our in-store buying programs. Our retail stores business also achieved favorable sales results.

Commercial Segment

Sales in the commercial segment decreased by $1,603,899, or 12.1%, during the three months ended June 30, 2025, to $11,703,075, as compared to $13,306,974 during the same period in Fiscal 2024. The change was primarily attributed to the unfavorable performance from our electronic scrap grades and associated recoveries attributable to significant inbound material flow from a single supplier that was present in the same period in Fiscal 2024 and less sales of personal technology assets and from ITAD revenue share settlements during the current period in Fiscal 2025, which were offset by continued growth in our product returns business.

Cost of Goods Sold

Three Months Ended June 30, 

Change

 

    

2025

    

2024

    

Amount

    

%

 

Consolidated

$

42,488,910

$

33,907,545

$

8,581,365

 

25.3

%

% of consolidated sales

 

77.4

%  

 

74.9

%  

 

  

 

  

Consumer

$

38,515,772

$

27,968,699

$

10,547,073

 

37.7

%

% of consumer sales

 

89.2

%  

 

87.4

%  

 

  

 

  

Commercial

$

3,973,138

$

5,938,846

$

(1,965,708)

 

(33.1)

%

% of commercial sales

 

33.9

%  

 

44.6

%  

 

  

 

  

Consolidated

Cost of goods sold increased by $8,581,365, or 25.3%, during the three months ended June 30, 2025, to $42,488,910, as compared to $33,907,545 during the same period in Fiscal 2024.

Consumer Segment

Cost of goods sold in the consumer segment increased by $10,547,073, or 37.7%, during the three months ended June 30, 2025, to $38,515,772, as compared to $27,968,699 during the same period in Fiscal 2024. The change was primarily attributed to the aforementioned higher sales volumes and rising gold prices compared to the same period in Fiscal 2024.

Cost of goods sold as a percentage of sales was 89.2% during the three months ended June 30, 2025, as compared to 87.4% during the three months ended June 30, 2024. The change was primarily attributed to a greater mix of lower margin wholesale precious metals transactions in our overall cost of goods sold and incrementally from product mix at our retail stores.

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Table of Contents

Commercial Segment

Cost of goods sold in the commercial segment decreased by $1,965,708, or 33.1%, during the three months ended June 30, 2025, to $3,973,138, as compared to $5,938,846 during the same period in Fiscal 2024. The change was primarily attributed to the aforementioned lower sales volumes across most of our segment verticals.

Cost of goods sold as a percentage of sales was 33.9% during the three months ended June 30, 2025, as compared to 44.6% during the three months ended June 30, 2024. The change was primarily attributed to our sales mix during Fiscal 2025 in which we experienced higher overall margins from the sale of personal technology assets and ITAD revenue share settlements coupled with continued growth in revenue from our service-related product returns business, which does not have a cost of goods sold component as the associated inventory remains with the client.

Gross Margin

Three Months Ended June 30, 

Change

 

    

2025

    

2024

    

Amount

    

%

 

Consolidated

$

12,387,923

$

11,389,457

$

998,466

 

8.8

%

% of consolidated sales

 

22.6

%  

 

25.1

%  

 

  

 

  

Consumer

$

4,657,986

$

4,021,329

$

636,657

 

15.8

%

% of consumer sales

 

10.8

%  

 

12.6

%  

 

  

 

  

Commercial

$

7,729,937

$

7,368,128

$

361,809

 

4.9

%

% of commercial sales

 

66.1

%  

 

55.4

%  

 

  

 

  

Consolidated

Gross margin increased by $998,466, or 8.8%, during the three months ended June 30, 2025, to $12,387,923, as compared to $11,389,457 during the same period in Fiscal 2024.

Consumer Segment

Gross margin in the consumer segment increased by $636,657, or 15.8%, during the three months ended June 30, 2025, to $4,657,986, as compared to $4,021,329 during the same period in Fiscal 2024. The net impact of the aforementioned increase in sales of $11,183,730 and increase in cost of goods sold of $10,547,073 resulted in the $636,657 increase in gross margin.

Commercial Segment

Gross margin in the commercial segment increased by $361,809, or 4.9%, during the three months ended June 30, 2025, to $7,729,937, as compared to $7,368,128 during the same period in Fiscal 2024. The net impact of the aforementioned decrease in sales of $1,603,899 and decrease in cost of goods sold $1,965,708 resulted in the $361,809 increase in gross margin.

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Table of Contents

Selling, General and Administrative

Three Months Ended June 30, 

Change

 

    

2025

    

2024

    

Amount

    

%

 

Consolidated

$

8,672,067

$

9,118,048

$

(445,981)

 

(4.9)

%

% of consolidated sales

 

15.8

%  

 

20.1

%  

 

  

 

  

Consumer

$

3,735,427

$

4,009,468

$

(274,041)

 

(6.8)

%

% of consumer sales

 

8.7

%  

 

12.5

%  

 

  

 

  

Commercial

$

4,936,640

$

5,108,580

$

(171,940)

 

(3.4)

%

% of commercial sales

 

42.2

%  

 

38.4

%  

 

  

 

  

Consolidated

Selling, general and administrative expense decreased by $445,981, or 4.9%, during the three months ended June 30, 2025, to $8,672,067, as compared to $9,118,048 during the same period in Fiscal 2024.

Consumer Segment

Selling, general and administrative expense in the consumer segment decreased by $274,041, or 6.8%, during the three months ended June 30, 2025, to $3,735,427, as compared to $4,009,468 during the same period in Fiscal 2024. The change was primarily attributed to cost reductions associated with store onboarding that occurred in the same period in Fiscal 2024 along with select reductions in production and non-production human capital costs associated with optimizing our headcount during the current period in Fiscal 2025, which was partially offset by the full cost structures related to our new stores.

Commercial Segment

Selling, general and administrative expense in the commercial segment decreased by $171,940, or 3.4%, during the three months ended June 30, 2025, to $4,936,640, as compared to $5,108,580 during the same period in Fiscal 2024. The change was primarily attributed to onboarding support services associated with our enterprise resource planning system (“ERP”) that  occurred during the same period in Fiscal 2024 as well as a reduction in variable-cost production expenses that scale with sales volumes, which was partially offset by an increase in non-production human capital costs during the current period in Fiscal 2025.

Depreciation and Amortization

    

Three Months Ended June 30, 

    

Change

 

2025

    

2024

Amount

    

%

 

 

Consolidated

$

460,411

$

362,267

$

98,144

27.1

%

% of consolidated sales

 

0.8

%  

 

0.8

%  

 

 

  

Consumer

$

195,604

$

112,518

$

83,086

 

73.8

%

% of consumer sales

 

0.5

%  

 

0.4

%  

 

 

  

Commercial

$

264,807

$

249,749

$

15,058

 

6.0

%

% of commercial sales

 

2.3

%  

 

1.9

%  

 

  

 

  

Consolidated

Depreciation and amortization expense increased by $98,144, or 27.1%, during the three months ended June 30, 2025, to $460,411, as compared to $362,267 during the same period in Fiscal 2024.

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Table of Contents

Consumer Segment

Depreciation and amortization expense in the consumer segment increased by $83,086, or 73.8%, during the three months ended June 30, 2025, to $195,604, as compared to $112,518 during the same period in Fiscal 2024. The change was primarily attributed to the depreciation of assets placed into service related to our new retail stores.

Commercial Segment

Depreciation and amortization expense in the commercial segment increased by $15,058, or 6.0%, during the three months ended June 30, 2025, to $264,807, as compared to $249,749 during the same period in Fiscal 2024. There was no material change in depreciation or amortization expense from the same period in Fiscal 2024, and as such, no discussion point.

Other Income (Expense)

    

Three Months Ended June 30, 

    

Change

 

2025

    

2024

Amount

    

%

 

 

Consolidated

$

394,251

$

225,417

$

168,834

 

74.9

%

% of consolidated sales

 

0.7

%  

 

0.5

%  

 

 

  

Consumer

$

156,158

$

8,003

$

148,155

 

1,851.2

%

% of consumer sales

 

0.4

%  

 

0.0

%  

 

 

  

Commercial

$

238,093

$

217,414

$

20,679

 

9.5

%

% of commercial sales

 

2.0

%  

 

1.6

%  

 

 

  

Consolidated

Other income increased by $168,834, or 74.9%, during the three months ended June 30, 2025, to $394,251, as compared to $225,417 during the same period in Fiscal 2024.

Consumer Segment

Other income in the consumer segment increased by $148,155, or 1,851.2%, during the three months ended June 30, 2025, to $156,158, as compared to $8,003 during the same period in Fiscal 2024. The change was primarily attributed to the receipt of an employee retention credit and incrementally from the earnings on excess cash balances. The impact of dividend and interest income are referenced below.

Dividend income comprised $8,883 and $0 of other income during the three months ended June 30, 2025 and 2024, respectively. Interest income comprised $51,038 and $2 of other income during the three months ended June 30, 2025 and 2024, respectively.

Commercial Segment

Other income in the commercial segment increased by $20,679, or 9.5%, during the three months ended June 30, 2025, to $238,093, as compared to $217,414 during the same period in Fiscal 2024. The change was primarily attributed to the earnings on excess cash balances. The impact of dividend and interest income are referenced below.

Dividend income comprised $74,702 and $0 other income during the three months ended June 30, 2025 and 2024, respectively. Interest income comprised $130,427 and $199,960 of other income during the three months ended June 30, 2025 and 2024, respectively.

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Table of Contents

Interest Expense

    

Three Months Ended June 30, 

    

Change

 

2025

    

2024

Amount

    

%

 

 

Consolidated

$

(106,228)

$

(109,141)

$

2,913

 

(2.7)

%

% of consolidated sales

 

(0.2)

%  

 

(0.2)

%  

 

 

  

Consumer

$

(53,993)

$

(55,697)

$

1,704

 

(3.1)

%

% of consumer sales

 

(0.1)

%  

 

(0.2)

%  

 

 

  

Commercial

$

(52,235)

$

(53,444)

$

1,209

 

(2.3)

%

% of commercial sales

 

(0.4)

%  

 

(0.4)

%  

 

  

 

  

Consolidated

Interest expense decreased by $2,913, or 2.7%, during the three months ended June 30, 2025, to $106,228, as compared to $109,141 during the same period in Fiscal 2024.

Consumer Segment

Interest expense in the consumer segment decreased by $1,704, or 3.1%, during the three months ended June 30, 2025, to $53,993, as compared to $55,697 during the same period in Fiscal 2024. There was no material change in debt amortization from the same period in Fiscal 2024, and as such, no discussion point.

Commercial Segment

Interest expense in the commercial segment decreased by $1,209, or 2.3%, during the three months ended June 30, 2025, to $52,235, as compared to $53,444 during the same period in Fiscal 2024. There was no material change in debt amortization from the same period in Fiscal 2024, and as such, no discussion point.

Income Tax Expense

    

Three Months Ended June 30, 

    

Change

 

2025

    

2024

Amount

    

%

 

 

Consolidated

$

(791,069)

$

(461,239)

$

(329,830)

 

71.5

%

% of consolidated sales

 

(1.4)

%  

 

(1.0)

%  

  

Consumer

$

(185,749)

$

(29,607)

$

(156,142)

 

527.4

%

% of consumer sales

 

(0.4)

%  

 

(0.1)

%  

 

 

  

Commercial

$

(605,320)

$

(431,632)

$

(173,688)

 

40.2

%

% of commercial sales

 

(5.2)

%  

 

(3.2)

%  

 

  

 

  

Consolidated

Income tax expense increased by $329,830, or 71.5%, during the three months ended June 30, 2025, to $791,069, as compared to $461,239 during the same period in Fiscal 2024. Currently, the Company has a deferred tax asset reflecting a future tax benefit that the Company expects to receive. The Company has a federal tax rate of approximately 21.0%, in addition to other state and local taxes, on net income. The effective income tax rate was 22.3% and 22.8% for the three months ended June 30, 2025 and 2024, respectively. Differences between our effective income tax rate and the U.S. federal statutory rate are the result of state taxes and non-deductible expenses, as was the Company’s case for the increase for the three months ended June 30, 2025, compared to the three months ended June 30, 2024.

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Table of Contents

Net Income (Loss)

    

Three Months Ended June 30, 

    

Change

 

2025

    

2024

Amount

    

%

 

 

Consolidated

$

2,752,399

$

1,564,179

$

1,188,220

 

76.0

%

% of consolidated sales

 

5.0

%  

 

3.5

%  

 

 

  

Consumer

$

643,371

$

(177,958)

$

821,329

 

NM

% of consumer sales

 

1.5

%  

 

(0.6)

%  

 

 

  

Commercial

$

2,109,028

$

1,742,137

$

366,891

 

21.1

%

% of commercial sales

 

18.0

%  

 

13.1

%  

 

  

 

  

NM – Not Meaningful

Consolidated

Net income increased by $1,188,220, or 76%, during the three months ended June 30, 2025, to $2,752,399, as compared to $1,564,179 during the same period in Fiscal 2024. Refer to the aforementioned attributes discussed within the Comparison of the Three Months Ended June 30, 2025 and 2024 for further details.

Consumer Segment

Net income (loss) increased in the consumer segment by $821,329, during the three months ended June 30, 2025, to net income of $643,371, as compared to net loss of $177,958 during the same period in Fiscal 2024. Refer to the aforementioned attributes discussed within the Comparison of the Three Months Ended June 30, 2025 and 2024 for further details.

Commercial Segment

Net income increased in the commercial segment by $366,891, or 21.1%, during the three months ended June 30, 2025, to $2,109,028, as compared to $1,742,137 during the same period in Fiscal 2024. Refer to the aforementioned attributes discussed within the Comparison of the Three Months Ended June 30, 2025 and 2024 for further details.

Earnings Per Share

The following table depicts the Company’s earnings per share:

    

Three Months Ended June 30, 

    

Change

 

2025

    

2024

Amount

    

%

 

 

Consolidated

$

0.11

$

0.06

$

0.05

 

83.3

%

Consolidated

Basic and diluted earnings per share attributable to holders of our Common Stock increased by $0.05, or 83.3%, during the three months ended June 30, 2025, to $0.11, as compared to $0.06 during the same period in Fiscal 2024.

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Table of Contents

Comparison of the Six Months Ended June 30, 2025 and 2024

The following table depicts our disaggregated condensed consolidated statements of income for the six months ended June 30, 2025 and 2024:

Six Months Ended June 30, 

 

    

2025

    

2024

 

Consumer

    

Commercial

    

Consolidated

    

% of Sales (1)

    

Consumer

    

Commercial

    

Consolidated

    

% of Sales (1)

Sales

$

79,944,362

$

23,188,300

$

103,132,662

 

100.0

%  

$

60,216,045

$

24,938,737

$

85,154,782

 

100.0

%

Cost of goods sold

 

71,075,473

 

7,701,242

 

78,776,715

 

76.4

%  

 

52,645,527

 

10,799,114

 

63,444,641

 

74.5

%

Gross margin

 

8,868,889

 

15,487,058

 

24,355,947

 

23.6

%  

 

7,570,518

 

14,139,623

 

21,710,141

 

25.5

%

Expenses:

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Selling, general and administrative

 

7,623,333

 

9,452,996

 

17,076,329

 

16.6

%  

 

7,260,958

 

9,494,066

 

16,755,024

 

19.7

%

Depreciation and amortization

 

376,236

 

529,516

 

905,752

 

0.9

%  

 

206,194

 

499,638

 

705,832

 

0.8

%

Total operating expenses

 

7,999,569

 

9,982,512

 

17,982,081

 

17.5

%  

 

7,467,152

 

9,993,704

 

17,460,856

 

20.5

%

Operating income

 

869,320

 

5,504,546

 

6,373,866

 

6.1

%  

 

103,366

 

4,145,919

 

4,249,285

 

5.0

%

Other income (expense):

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Other income

 

157,007

 

442,849

 

599,856

 

0.6

%  

 

16,008

 

447,937

 

463,945

 

0.5

%

Interest expense

 

(108,040)

 

(104,509)

 

(212,549)

 

(0.2)

%  

 

(120,098)

 

(109,897)

 

(229,995)

 

(0.3)

%

Income before income taxes

 

918,287

 

5,842,886

 

6,761,173

 

6.6

%  

 

(724)

 

4,483,959

 

4,483,235

 

5.3

%

Income tax expense

 

(205,822)

 

(1,309,605)

 

(1,515,427)

 

(1.5)

%  

 

(88,758)

 

(922,759)

 

(1,011,517)

 

(1.2)

%

Net income

$

712,465

$

4,533,281

$

5,245,746

 

5.1

%  

$

(89,482)

$

3,561,200

$

3,471,718

 

4.1

%

(1)The “% of Sales” figures present the proportion of each line item to the total consolidated sales for the respective period, which management believes is relevant to an assessment and understanding of our financial condition and results of operations. Due to rounding, percentages presented may not add up precisely to the totals provided.

The individual segments reported the following for the six months ended June 30, 2025 and 2024:

Sales

Six Months Ended June 30, 

Change

 

    

2025

    

2024

    

Amount

    

%

Consolidated

$

103,132,662

$

85,154,782

$

17,977,880

 

21.1

%

% of consolidated sales

 

100.0

%  

 

100.0

%  

 

  

 

  

Consumer

$

79,944,362

$

60,216,045

$

19,728,317

 

32.8

%

% of consumer sales

 

100.0

%  

 

100.0

%  

 

  

 

  

Commercial

$

23,188,300

$

24,938,737

$

(1,750,437)

 

(7.0)

%

% of commercial sales

 

100.0

%  

 

100.0

%  

 

  

 

  

Consolidated

Sales increased by $17,977,880 or 21.1%, during the six months ended June 30, 2025, to $103,132,662, as compared to $85,154,782 during the same period in Fiscal 2024.

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Table of Contents

Consumer Segment

Sales in the consumer segment increased by $19,728,317, or 32.8%, during the six months ended June 30, 2025, to $79,944,362, as compared to $60,216,045 during the same period in Fiscal 2024. The change was primarily attributed to the stronger volumes and pricing on our wholesale precious metals transactions that has been consistent throughout Fiscal 2025 as well as stronger contributions from our historical and new retail store footprint.

Commercial Segment

Sales in the commercial segment decreased by $1,750,437, or 7.0%, during the six months ended June 30, 2025, to $23,188,300, as compared to $24,938,737 during the same period in Fiscal 2024. The change was primarily attributed to less sales of personal technology assets and from ITAD revenue share settlements that occurred throughout Fiscal 2025 and incrementally from lower volumes of our electronic scrap grades and associated recoveries which was most pronounced in our second quarter of Fiscal 2025. Offsetting these unfavorable variances was the strong performance of our service-related product returns business.

Cost of Goods Sold

 

Six Months Ended June 30, 

 

Change

    

2025

    

2024

    

Amount

    

%

Consolidated

$

78,776,715

$

63,444,641

$

15,332,074

 

24.2

%

% of consolidated sales

 

76.4

%  

 

74.5

%  

 

  

 

  

Consumer

$

71,075,473

$

52,645,527

$

18,429,946

 

35.0

%

% of consumer sales

 

88.9

%  

 

87.4

%  

 

  

 

  

Commercial

$

7,701,242

$

10,799,114

$

(3,097,872)

 

(28.7)

%

% of commercial sales

 

33.2

%  

 

43.3

%  

 

  

 

  

Consolidated

Cost of goods sold increased by $15,332,074, or 24.2%, during the six months ended June 30, 2025, to $78,776,715, as compared to $63,444,641 during the same period in Fiscal 2024.

Consumer Segment

Cost of goods sold in the consumer segment increased by $18,429,946, or 35.0%, during the six months ended June 30, 2025, to $71,075,473, as compared to $52,645,527 during the same period in Fiscal 2024. The change was primarily attributed to the aforementioned higher wholesale precious metals transactions compared to the same period in Fiscal 2024.

Cost of goods sold as a percentage of sales was 88.9% during the six months ended June 30, 2025, as compared to 87.4% during the six months ended June 30, 2024. The change was primarily attributed to a greater mix of lower margin wholesale precious metals transactions in our overall cost of goods sold and incrementally from product mix at our retail stores.

Commercial Segment

Cost of goods sold in the commercial segment decreased by $3,097,872, or 28.7%, during the six months ended June 30, 2025, to $7,701,242, as compared to $10,799,114 during the same period in Fiscal 2024. The change was primarily attributed to the aforementioned lower sales volumes across most of our segment verticals.

Cost of goods sold as a percentage of sales was 33.2% during the six months ended June 30, 2025, as compared to 43.3% during the six months ended June 30, 2024. The change was primarily attributed to our sales mix during Fiscal 2025 in which we experienced higher overall margins from the sale of personal technology assets and ITAD revenue share

40

Table of Contents

settlements coupled with continued growth in revenue from our service-related product returns business, which does not have a cost of goods sold component as the associated inventory remains with the client.

Gross Margin

Six Months Ended June 30, 

Change

 

    

2025

    

2024

    

Amount

    

%

Consolidated

$

24,355,947

$

21,710,141

$

2,645,806

 

12.2

%

% of consolidated sales

 

23.6

%  

 

25.5

%  

 

  

 

  

Consumer

$

8,868,889

$

7,570,518

$

1,298,371

 

17.2

%

% of consumer sales

 

11.1

%  

 

12.6

%  

 

  

 

  

Commercial

$

15,487,058

$

14,139,623

$

1,347,435

 

9.5

%

% of commercial sales

 

66.8

%  

 

56.7

%  

 

  

 

  

Consolidated

Gross margin increased by $2,645,806, or 12.2%, during the six months ended June 30, 2025, to $24,355,947, as compared to $21,710,141 during the same period in Fiscal 2024.

Consumer Segment

Gross margin in the consumer segment increased by $1,298,371, or 17.2%, during the six months ended June 30, 2025, to $8,868,889, as compared to $7,570,518 during the same period in Fiscal 2024. The net impact of the aforementioned increase in sales of $19,728,317 and increase in cost of goods sold of $18,429,946 resulted in the $1,298,371 increase in gross margin.

Commercial Segment

Gross margin in the commercial segment increased by $1,347,435, or 9.5%, during the six months ended June 30, 2025, to $15,487,058, as compared to $14,139,623 during the same period in Fiscal 2024. The net impact of the aforementioned decrease in sales of $1,750,437 and decrease in cost of goods sold of $3,097,872 resulted in the $1,347,435 increase in gross margin.

Selling, General and Administrative

Six Months Ended June 30, 

Change

 

    

2025

    

2024

    

Amount

    

%

Consolidated

$

17,076,329

$

16,755,024

$

321,305

 

1.9

%

% of consolidated sales

 

16.6

%  

 

19.7

%  

 

  

 

  

Consumer

$

7,623,333

$

7,260,958

$

362,375

 

5.0

%

% of consumer sales

 

9.5

%  

 

12.1

%  

 

  

 

  

Commercial

$

9,452,996

$

9,494,066

$

(41,070)

 

(0.4)

%

% of commercial sales

 

40.8

%  

 

38.1

%  

 

  

 

  

Consolidated

Selling, general and administrative expense increased by $321,305, or 1.9%, during the six months ended June 30, 2025, to $17,076,329, as compared to $16,755,024 during the same period in Fiscal 2024.

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Table of Contents

Consumer Segment

Selling, general and administrative expense in the consumer segment increased by $362,375, or 5.0%, during the six months ended June 30, 2025, to $7,623,333, as compared to $7,260,958 during the same period in Fiscal 2024. The change was primarily attributed to the full cost structures related to our new stores and partially offset by a reduction in costs associated with store onboarding that occurred in the same period in Fiscal 2024 along with select reductions in production human capital costs associated with optimizing our headcount which was more impactful in the second quarter of Fiscal 2025.

Commercial Segment

Selling, general and administrative expense in the commercial segment decreased by $41,070, or 0.4%, during the six months ended June 30, 2025, to $9,452,996, as compared to $9,494,066 during the same period in Fiscal 2024. The business has been able to maintain its cost structure over the same period in Fiscal 2024, and as such, no discussion point.

Depreciation and Amortization

Six Months Ended June 30, 

Change

 

    

2025

    

2024

    

Amount

    

%

Consolidated

$

905,752

$

705,832

$

199,920

 

28.3

%

% of consolidated sales

 

0.9

%  

 

0.8

%  

 

  

 

  

Consumer

$

376,236

$

206,194

$

170,042

 

82.5

%

% of consumer sales

 

0.5

%  

 

0.3

%  

 

  

 

  

Commercial

$

529,516

$

499,638

$

29,878

 

6.0

%

% of commercial sales

 

2.3

%  

 

2.0

%  

 

  

 

  

Consolidated

Depreciation and amortization expense increased by $199,920, or 28.3%, during the six months ended June 30, 2025, to $905,752, as compared to $705,832 during the same period in Fiscal 2024.

Consumer Segment

Depreciation and amortization expense in the consumer segment increased by $170,042, or 82.5%, during the six months ended June 30, 2025, to $376,236, as compared to $206,194 during the same period in Fiscal 2024. The change was primarily attributed to the depreciation of assets placed into service related to our new retail stores.

Commercial Segment

Depreciation and amortization expense in the commercial segment increased by $29,878, or 6.0%, during the six months ended June 30, 2025, to $529,516, as compared to $499,638 during the same period in Fiscal 2024. There was no material impact from assets capitalized or reaching maturity in each comparative period, and as such, no discussion point.

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Table of Contents

Other Income (Expense)

Six Months Ended June 30, 

Change

 

    

2025

    

2024

    

Amount

    

%

 

Consolidated

$

599,856

$

463,945

$

135,911

29.3

%

% of consolidated sales

 

0.6

%  

 

0.5

%  

 

  

 

  

Consumer

$

157,007

$

16,008

$

140,999

 

880.8

%

% of consumer sales

 

0.2

%  

 

0.0

%  

 

  

 

  

Commercial

$

442,849

$

447,937

$

(5,088)

 

(1.1)

%

% of commercial sales

 

1.9

%  

 

1.8

%  

 

  

 

  

Consolidated

Other income increased by $135,911, or 29.3%, during the six months ended June 30, 2025, to $599,856, as compared to $463,945 during the same period in Fiscal 2024.

Consumer Segment

Other income in the consumer segment increased by $140,999, or 880.8%, during the six months ended June 30, 2025, to $157,007, as compared to $16,008 during the same period in Fiscal 2024. The change was primarily attributed to the receipt of an employee retention credit and incrementally from the earnings on excess cash balances. The impact of dividend and interest income is referenced below.

Dividend income comprised $8,883 and $0 of other income during the six months ended June 30, 2025 and 2024, respectively. Interest income comprised $51,038 and $8 of other income during the six months ended June 30, 2025 and 2024, respectively.

Commercial Segment

Other income in the commercial segment decreased by $5,088, or 1.1%, during the six months ended June 30, 2025, to $442,849, as compared to $447,937 during the same period in Fiscal 2024. The change was primarily attributed to a reduction in earned interest rates associated with our interest bearing account and from rental income being present in our first quarter of Fiscal 2024 results. The impact of dividend and interest income is referenced below.

Dividend income comprised $129,567 and $0 of other income during the six months ended June 30, 2025 and 2024, respectively. Interest income comprised $274,758 and $396,522 of other income during the six months ended June 30, 2025 and 2024, respectively.

Interest Expense

Six Months Ended June 30, 

Change

 

    

2025

    

2024

    

Amount

    

%

 

Consolidated

$

(212,549)

$

(229,995)

$

17,446

(7.6)

%

% of consolidated sales

 

(0.2)

%  

 

(0.3)

%  

 

  

 

  

Consumer

$

(108,040)

$

(120,098)

$

12,058

 

(10.0)

%

% of consumer sales

 

(0.1)

%  

 

(0.2)

%  

 

  

 

  

Commercial

$

(104,509)

$

(109,897)

$

5,388

 

(4.9)

%

% of commercial sales

 

(0.5)

%  

 

(0.4)

%  

 

  

 

  

43

Table of Contents

Consolidated

Interest expense decreased by $17,446, or 7.6%, during the six months ended June 30, 2025, to $212,549, as compared to $229,995 during the same period in Fiscal 2024.

Consumer Segment

Interest expense in the consumer segment decreased by $12,058, or 10%, during the six months ended June 30, 2025, to $108,040, as compared to $120,098 during the same period in Fiscal 2024. There was no material change in debt amortization from the same period in Fiscal 2024, and as such, no discussion point.

Commercial Segment

Interest expense in the commercial segment decreased by $5,388, or 4.9%, during the six months ended June 30, 2025, to $104,509, as compared to $109,897 during the same period in Fiscal 2024. There was no material change in debt amortization from the same period in Fiscal 2024, and as such, no discussion point.

Income Tax Expense

Six Months Ended June 30, 

Change

 

2025

2024

Amount

%

 

Consolidated

    

$

(1,515,427)

    

$

(1,011,517)

    

$

(503,910)

    

49.8

%

% of consolidated sales

 

(1.5)

%  

 

(1.2)

%  

 

  

 

  

Consumer

$

(205,822)

$

(88,758)

$

(117,064)

 

131.9

%

% of consumer sales

 

(0.3)

%  

 

(0.1)

%  

 

  

 

  

Commercial

$

(1,309,605)

$

(922,759)

$

(386,846)

 

41.9

%

% of commercial sales

 

(5.6)

%  

 

(3.7)

%  

 

  

 

  

Consolidated

Income tax expense increased by $503,910, or 49.8%, during the six months ended June 30, 2025, to $1,515,427, as compared to $1,011,517 during the same period in Fiscal 2024. Currently, the Company has a deferred tax asset reflecting a future tax benefit that the Company expects to receive. The Company has a federal tax rate of approximately 21.0%, in addition to other state and local taxes, on net income. The effective income tax rate was 22.4% and 22.6% for the six months ended June 30, 2025 and 2024, respectively. Differences between our effective income tax rate and the U.S. federal statutory rate are the result of state taxes and non-deductible expenses, as was the Company’s case for the increase for the six months ended June 30, 2025, compared to the six months ended June 30, 2024.

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Table of Contents

Net Income (Loss)

Six Months Ended June 30, 

Change

 

2025

2024

Amount

%

 

Consolidated

    

$

5,245,746

    

$

3,471,718

    

$

1,774,028

    

51.1

%

% of consolidated sales

 

5.1

%  

 

4.1

%  

 

  

 

  

Consumer

$

712,465

$

(89,482)

$

801,947

 

NM

% of consumer sales

 

0.9

%  

 

(0.1)

%  

 

  

 

  

Commercial

$

4,533,281

$

3,561,200

$

972,081

 

27.3

%

% of commercial sales

 

19.5

%  

 

14.3

%  

 

  

 

  

NM – Not Meaningful

Consolidated

Net income increased by $1,774,028, or 51.1%, during the six months ended June 30, 2025, to $5,245,746, as compared to $3,471,718 during the same period in Fiscal 2024.

Consumer Segment

Net income (loss) increased in the consumer segment by $801,947, during the six months ended June 30, 2025, to net income of $712,465, as compared to net loss of $89,482 during the same period in Fiscal 2024. Refer to the aforementioned attributes discussed within the Comparison of the Six Months Ended June 30, 2025 and 2024 for further details.

Commercial Segment

Net income increased in the commercial segment by $972,081, or 27.3%, during the six months ended June 30, 2025, to $4,533,281, as compared to $3,561,200 during the same period in Fiscal 2024. Refer to the aforementioned attributes discussed within the Comparison of the Six Months Ended June 30, 2025 and 2024 for further details.

Earnings Per Share

The following table depicts the Company’s earnings per share:

Six Months Ended June 30, 

Change

 

2025

2024

Amount

%

 

Consolidated

    

$

0.20

    

$

0.13

    

$

0.07

    

53.8

%

Consolidated

Basic and diluted earnings per share attributable to holders of our Common Stock increased by $0.07, or 53.8%, during the six months ended June 30, 2025, to $0.20, as compared to $0.13 during the same period in Fiscal 2024.

Non-U.S. GAAP Financial Measures

Within this management discussion and analysis, we use supplemental measures of our performance, which are derived from our consolidated financial information, but which are not presented in our condensed consolidated financial statements prepared in accordance with U.S. GAAP. We believe that providing these non-U.S. GAAP financial measures adds a meaningful presentation of our operating and financial performance. See the reconciliation of net income to adjusted earnings before interest, tax, depreciation, and amortization (“Adjusted EBITDA”) and Net Cash, in Non-U.S. GAAP Financial Measures below.

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Adjusted EBITDA

Adjusted EBITDA is defined as the sum of net income (loss) of the Company, adjusted for additions (deductions) of interest expense, other (income) expense, income tax expense (benefit), and depreciation and amortization. Adjusted EBITDA is a key performance measure that management uses to assess our operating performance. Because Adjusted EBITDA facilitates internal comparisons of our historical operating performance on a more consistent basis, we use this measure as an overall assessment of our performance, to evaluate the effectiveness of our strategies and for planning purposes.

The following table provides a reconciliation of net income to Adjusted EBITDA for the three months ended June 30, 2025 and 2024:

    

Three Months Ended June 30, 

2025

2024

 

Consumer

    

Commercial

    

Consolidated

    

Consumer

    

Commercial

    

Consolidated

Adjusted EBITDA Reconciliation:

 

  

 

  

 

  

 

  

 

  

Net income (loss)

$

643,371

$

2,109,028

$

2,752,399

$

(177,958)

$

1,742,137

$

1,564,179

Addition (deduction):

 

  

 

 

  

 

  

 

  

 

  

Depreciation and amortization

 

195,604

 

264,807

 

460,411

 

112,518

 

249,749

 

362,267

Other income

 

(156,158)

 

(238,093)

 

(394,251)

 

(8,003)

 

(217,414)

 

(225,417)

Interest expense

 

53,993

 

52,235

 

106,228

 

55,697

 

53,444

 

109,141

Income tax expense

 

185,749

 

605,320

 

791,069

 

29,607

 

431,632

 

461,239

$

922,559

$

2,793,297

$

3,715,856

$

11,861

$

2,259,548

$

2,271,409

The following table provides a reconciliation of net income to Adjusted EBITDA for the six months ended June 30, 2025 and 2024:

    

Six Months Ended June 30, 

2025

2024

    

Consumer

    

Commercial

    

Consolidated

    

Consumer

    

Commercial

    

Consolidated

Adjusted EBITDA Reconciliation:

 

  

 

  

 

  

 

  

 

  

Net income

$

712,465

$

4,533,281

$

5,245,746

$

(89,482)

$

3,561,200

$

3,471,718

Addition (deduction):

 

  

 

 

  

 

  

 

  

 

  

Depreciation and amortization

 

376,236

 

529,516

 

905,752

 

206,194

 

499,638

 

705,832

Other income

 

(157,007)

 

(442,849)

 

(599,856)

 

(16,008)

 

(447,937)

 

(463,945)

Interest expense

 

108,040

 

104,509

 

212,549

 

120,098

 

109,897

 

229,995

Income tax expense

 

205,822

 

1,309,605

 

1,515,427

 

88,758

 

922,759

 

1,011,517

$

1,245,556

$

6,034,062

$

7,279,618

$

309,560

$

4,645,557

$

4,955,117

Net Cash

Net Cash is defined as the difference between (i) cash and cash equivalents and (ii) the sum of debt obligations. We believe that presenting Net Cash is useful to investors as a measure of our liquidity and leverage profile, as cash and cash equivalents can be used, among other things, to repay indebtedness.

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The following table depicts the Company’s Net Cash:

June 30, 

December 31, 

    

2025

    

2024

Total cash

$

22,851,869

$

20,609,003

Less: debt obligations

 

(13,043,286)

 

(13,522,179)

$

9,808,583

$

7,086,824

Liquidity and Capital Resources

The following table summarizes the Company’s condensed consolidated statement of cash flows:

Six Months Ended June 30, 

Change

 

2025

2024

Amount

%

 

Net cash provided by (used in):

    

  

    

  

    

  

    

  

Operating activities

$

3,722,594

$

3,002,262

$

720,332

 

24.0

%

Investing activities

 

(879,509)

 

(1,265,004)

385,495

 

(30.5)

%

Financing activities

 

(600,219)

 

(2,247,110)

 

1,646,891

 

(73.3)

%

Net increase (decrease) in cash and cash equivalents

$

2,242,866

$

(509,852)

$

2,752,718

 

NM

NM – Not Meaningful

Operating Activities

Cash flows provided by operations increased by $720,332, or 24.0%, during the six months ended June 30, 2025, to $3,722,594, as compared to $3,002,262 during the same period in Fiscal 2024. The increase in cash provided by operations was primarily attributed to an increase in net income, certain non-cash adjustments to reconcile net income to operating cash flow (as detailed in the condensed consolidated statements of cash flows), and the following significant net changes in operating assets and liabilities, from the six months ended June 30, 2024 to the same period during Fiscal 2025:

Accounts receivable: a $3,496,816 net increase primarily attributed to our commercial segment, due to an increase in accounts receivable in the normal course of operations in Fiscal 2025, offset by significant collections from a services customer in Fiscal 2024.
Inventories: a $1,958,081 net decrease primarily attributed to our consumer segment, due to a lesser increase in inventory in Fiscal 2025 than from that incurred in Fiscal 2024 as a result of greater purchases of inventory to support the onboarding of our new stores.
Prepaid expenses: a $452,133 net increase primarily attributed to our commercial segment, resulting from incurring costs in Fiscal 2025 to obtain a contract and from a reduction in prepaid freight associated with our ITAD revenue share settlements in Fiscal 2024.
Accrued expenses: a $188,591 net decrease primarily attributed to our commercial segment, resulting from a reduction in unvouchered inventory purchases on assets still in evaluation phase in Fiscal 2025, partially offset by a greater reduction in accrued payroll and accrued tax in Fiscal 2024.
Other liabilities: a $1,080,275 net increase primarily attributed to our consumer segment, resulting from purchased gift cards that occurred in Fiscal 2025.

Investing Activities

Cash flows (used in) investing activities decreased by $385,495, or 30.5%, during the six months ended June 30, 2025, to $879,509, as compared to $1,265,004 during the same period in Fiscal 2024. The decrease in cash (used in) investing activities during the six months ended June 30, 2025 was primarily attributed to a reduction in costs spent on our ERP and was partially offset by an increase in new store capital expenditures.

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Table of Contents

Financing Activities

Cash flows (used in) financing activities decreased by $1,646,891, or 73.3%, during the six months ended June 30, 2025, to $600,219, as compared to $2,247,110 during the same period in Fiscal 2024. The decrease in cash (used in) financing activities during the six months ended June 30, 2025, was primarily due to a reduction in share buybacks.

Capital Resources

Although the Company has access to a line of credit our primary source of liquidity and capital resources currently consist of cash generated from our operating activities. We do not anticipate the need to fund our operations via the line of credit and we do not have any amounts drawn as of June 30, 2025. We have historically renewed, extended, or replaced short-term debt as it matures, and management believes that we will be able to continue to do so in the near future.

Capital Expenditures

In Fiscal 2025, the Company is focused on optimizing our new store performance, along with the continued focus on growing our Commercial business organically and evaluating opportunities for strategic growth. The Company continuously monitors the deployment of capital and primarily funds capital expenditures through cash flow from operating activities. Where appropriate, the Company may use debt financing on select projects. When this occurs, the Company further evaluates future cash flows of the project to ensure the debt tenure and pay-back period are in alignment, as well as the appropriateness of the rate of return. As of June 30, 2025, the Company had no commitments for capital expenditures.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to our stockholders.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Because we are a “smaller reporting company,” we are not required to disclose the information required by this item.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our principal executive officer and our principal financial officer, evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of June 30, 2025. We maintain disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow for timely decisions regarding required disclosure. Based on the evaluation of our disclosure controls and procedures as of June 30, 2025, our principal executive officer and principal financial officer concluded that, as of such date, our disclosure controls and procedures were effective to provide reasonable assurance of the foregoing.

We believe, however, that a controls system, no matter how well designed and operated, cannot provide absolute assurance of achieving their objectives, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud or error, if any, within a company have been detected.

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Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the period covered by this Quarterly Report on Form 10-Q that materially affected, or were reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

There are various claims, lawsuits and pending actions against the Company arising in the normal course of the Company’s business. It is the opinion of management that the ultimate resolution of these matters will not have a material adverse effect on the Company’s financial condition, results of operations or cash flow. Management is also not aware of any legal proceedings contemplated by government agencies of which the outcome is reasonably likely to have a material adverse effect on the Company’s financial condition, results of operations or cash flow.

ITEM 1A. RISK FACTORS

There have been no material changes to the risk factors previously disclosed under Part I, Item 1A, “Risk Factors” in the Company’s 2024 Annual Report.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES, USE OF PROCEEDS AND ISSUER PURCHASES OF EQUITY SECURITIES

Repurchases

The following lists the repurchase of Company shares for the three months ended June 30, 2025:

    

Total Number of

    

    

    

    

    

    

Shares Purchased

Maximum Number

as Part of Publicly

of Shares that May

Announced Plan

Average Price

Total Price

Yet be Purchased

Fiscal Period

or Program (1) (2)

Paid Per Share ($)

Paid

Under the Plan (1)

Balance as of March 31,2025

 

929,430

$

4.92

$

4,571,449

 

170,570

April 1 - 30, 2025

 

 

 

 

170,570

May 1 - 31, 2025

 

 

 

 

170,570

June 1 - 30, 2025

 

20,163

 

5.89

 

118,700

 

150,407

Balance as of June 30, 2025

 

949,593

$

4.94

$

4,690,149

 

150,407

(1)All shares were purchased in open-market transactions through the stock repurchase program approved by the Board on March 14, 2023, for the repurchase of up to 1.0 million shares of the Common Stock. On March 27, 2025, the Board authorized the repurchase of an additional 100 thousand shares of the Common Stock, bringing the total authorization under the existing program to 1.1 million shares.
(2)The stock repurchase program was publicly announced on May 3, 2023, and expires March 31, 2026. Repurchases under the stock repurchase plan began on May 10, 2023.

The timing and amount of any common stock repurchased under the program will depend on a variety of factors including price, corporate and regulatory requirements, capital availability, and other market conditions.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable

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Table of Contents

ITEM 5. OTHER INFORMATION

None

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ITEM 6. EXHIBITS

Exhibit
Number

   

Description

  

Filed
Herein

  

Incorporated
by Reference

  

Form

  

Date Filed
with SEC

  

Exhibit
Number

3.1

Amended and Restated Bylaws, dated April 17, 2025

X

8-K

April 23, 2025

3.1

10.1

2025 Equity Incentive Plan of Envela Corporation

X

31.1

Certification pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 implementing Section 302 of the Sarbanes-Oxley Act of 2002 by John R. Loftus

X

31.2

Certification pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 implementing Section 302 of the Sarbanes-Oxley Act of 2002 by John G. DeLuca

X

32.1

Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by John R. Loftus

X

32.2

Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by John G. DeLuca

X

101.INS

XBRL Instance Document

X

101.SCH

XBRL Taxonomy Extension Schema Document

X

101.CAL

XBRL Taxonomy Calculation Linkbase Document

X

101.DEF

XBRL Taxonomy Definition Linkbase Document

X

101.LAB

XBRL Taxonomy Label Linkbase Document

X

101.PRE

XBRL Taxonomy Presentation Linkbase Document

X

104*

Cover Page Interactive Data File (formatted as Inline XBRL and contained in exhibit 101)

X

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SIGNATURE

Pursuant to the requirements 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.

    

ENVELA CORPORATION

(Registrant)

Date: August 6, 2025

/s/ JOHN G. DELUCA

John G. DeLuca

Chief Financial Officer
(Principal Accounting Officer)

G

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Table of Contents

GLOSSARY OF DEFINED TERMS

The following definitions apply to terms used in this document:

2024 Annual Report

Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on March 26, 2025

2025 Plan

2025 Equity Incentive Plan

Adjusted EBITDA

Adjusted Earnings Before Interest, Tax, Depreciation, and Amortization

ASC

Accounting Standards Codification

ASU

Accounting Standards Update

ASU 2024-03

ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses

Avail Transaction

The acquisition of Avail Recovery Solutions, LLC on October 29, 2021

Board

Board of Directors

CODM

Chief Operating Decision Maker

Common Stock

The Company's common stock, par value $0.01 per share

Company

Envela Corporation, a Nevada corporation, and its subsidiaries

Envela

Envela Corporation, a Nevada corporation, and its subsidiaries

Exchange Act

Securities Exchange Act of 1934

Financial Statements

The Related Condensed Consolidated Statements of Income, Stockholders’ Equity, and Cash Flows

Fiscal 2024

Fiscal year ended December 31, 2024

Fiscal 2025

Fiscal year ended December 31, 2025

Form 10-Q

Form 10-Q for the three and six months ended June 30, 2025

FSB

Farmer's State Bank of Oakley, Kansas

IT

Information Technology

ITAD

Information Technology Asset Disposition

ISO

Incentive Stock Options

NYSE

New York Stock Exchange

Net Cash

The difference between (i) cash and cash equivalents and (ii) the sum of debt obligations

Securities Act

Securities Act of 1933

Scottsdale Transaction

The acquisition of the assets of a bespoke fabricator of jewelry in Scottsdale, Arizona

SEC

U.S. Securities and Exchange Commission

SOW

Scope of Work

TBT

Texas Bank & Trust

U.S.

United States

U.S. Dollar

$

U.S. GAAP

United States Generally Accepted Accounting Principles

54

Envela

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146.09M
6.74M
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13.74%
0.98%
Luxury Goods
Retail-jewelry Stores
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United States
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