Envela Corp

Quarterly Report • Aug 6, 2025

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

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

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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

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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.

6

Table of Contents

ENVELA CORPORATION AND SUBSIDIARIES

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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Table of Contents

ENVELA CORPORATION AND SUBSIDIARIES

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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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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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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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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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 no t have a valuation allowance as of June 30, 2025, or December 31, 2024.

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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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

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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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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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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)	%					​

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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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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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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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ITEM 5. OTHER INFORMATION

N o n e

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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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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

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