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What changed in Envela Corp's 10-K2023 vs 2024

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Paragraph-level year-over-year comparison of Envela Corp's 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+259 added244 removedSource: 10-K (2025-03-26) vs 10-K (2024-03-21)

Top changes in Envela Corp's 2024 10-K

259 paragraphs added · 244 removed · 89 edited across 6 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeThese competitive conditions may adversely affect the Company’s revenue and profitability and its ability to expand and execute its business strategy. In addition, the Company competes with other companies and retailers to attract and retain employees with competitive compensation programs. Many of the competitors have significantly greater size, financial resources, and human capital than the Company.
Biggest changeThese competitive conditions may adversely affect the Company’s financial condition, results of operations, and its ability to expand and execute its business strategy. Consumer Segment Many online and brick-and-mortar retailers are of significant size with substantial resources.
We celebrate diversity and are committed to providing equal-employment opportunities regardless of race, color, ancestry, religion, sex, national origin, sexual orientation, age, citizenship, marital status, disability, or gender identity or expression. Competitive Environment The Company encounters competition in connection with all aspects of its operations.
We are committed to providing equal employment opportunities regardless of race, color, ancestry, religion, sex, national origin, sexual orientation, age, citizenship, marital status, disability, or gender identity or expression. We sometimes rely on independent contractors and temporary personnel to supplement our workforce, primarily in our commercial segment production facilities.
None of our employees are represented by a labor union or covered by a collective bargaining agreement. We consider our relations with our employees to be positive. Our management policy is to keep employees informed of material decisions that affect them, encourage employee suggestions, and implement them whenever practicable. Diversity and Inclusion We are proud to have a diverse team.
We believe inclusiveness fosters a collaborative culture allowing for differing perspectives, which fuels our ability to innovate as we work to create a more sustainable future. Employees Our management policy is to keep employees informed of material decisions that affect them, encourage employee suggestions, and implement them whenever practicable.
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ITEM 1. BUSINESS OVERVIEW Envela’s mission is to empower buyers and sellers to extend the useful lives of manufactured goods by reselling previously owned, new or used goods, or recycling goods’ materials, elements or components for sale and reuse. This process is called “re-commerce”.
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ITEM 1. BUSINESS OVERVIEW Envela is a leading provider of recycling and recommerce services at the forefront of the circular economy. Motivated by building long-lasting relationships rooted in trust and transparency, Envela’s brands address a broad range of sustainability and value-driven initiatives that impact consumers and businesses alike.
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A circular economy is a sustainable economic system that aims to increase the lifespan of manufactured goods and thereby reducing waste and pollution for a cleaner environment. Re-commerce is an integral part of circular economies, and it’s a business model that’s sustainable to its core.
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Our core business lines focus extending the lifespan of products through buying and selling goods in the secondary market. The company is comprised primarily of two key operating and reportable segments: consumer and commercial. The consumer segment focuses on selling authenticated high-end luxury goods, including pre-owned and repurposed fine jewelry, diamonds, gemstones, luxury watches, and secondary market bullion.
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Envela helps expand circular consumption through product reuse, refurbishment, repair, and related strategies to extend the useful lives of manufactured goods and reduce their negative impact on our planet. Envela focuses its re-commerce business on two areas: direct-to-consumer and commercial services. Our direct-to-consumer portfolio operates multiple brick-and-mortar and online marketplaces.
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At the same time, the commercial segment provides solutions for de-manufacturing end-of-life electronic assets, reclaiming base and precious metals, and other saleable materials, while also expanding our presence in the ITAD industry.
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Our commercial-services portfolio offers custom re-commerce solutions to meet the needs of diverse clients, including Fortune 500 companies. HOW WE ORGANIZE OUR BUSINESS Envela is a diverse re-commerce company that manages its business through two operating segments. Its commercial-services segment, and its consumer segment. Envela reports its revenue and operating expenses based on these two operating segments.
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Envela’s subsidiaries are trusted partners for those seeking responsible value in the disposition or acquisition of technology, metals, and luxury hard assets, with each reportable segment contributing to decarbonization and value creation in its own unique way.
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We also include segment information in the notes too our financial statements. COMMERCIAL SERVICES SEGMENT Re-commerce through Intelligent Reuse & Responsible Recycling Envela’s commercial services portfolio provides asset- disposition solutions to government agencies, middle-market firms, major corporations, and other organizations.
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Consumer Segment Our consumer segment is a retail organization that operates several brands specializing in the buying and selling of pre-owned luxury hard assets.
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Through a deep understanding of our clients’ business goals, we’re able to exceed their evolving needs and maintain a differentiated position in this marketplace. When clients upgrade their IT equipment, our commercial services division purchases the replaced assets. They can then be resold as whole goods, harvested for components to re-use, or recycled if not reusable.
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Our ability to understand new market trends, while also paying homage to the past with vintage pieces, allows us to be the destination of choice for customers seeking a sustainable and value-driven purchase of some of the world’s most iconic brands.
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By extending the usable lives of their replaced technology assets through re-commerce, our clients realize maximum value for these products, help protect the environment, and reduce the amount of raw materials required to make new products.
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Our team of experts provides a straightforward process for buying and selling items, along with guidance that helps ensure customers feel informed and confident in their decisions.
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We create custom programs for retailers, original equipment manufacturers (“OEMs”) and other institutions to offer their consumer clients an easy, environmentally friendly way to trade in their electronic devices, including laptops and mobile telephones. And we also repair and refurbish such electronic devices for resale and reuse before ultimately being recycled to make something new.
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We also offer our customers a unique buying experience, as our jewelry designers introduce sustainably sourced diamonds and gemstones into the manufacturing process, resulting in a diverse assortment of modern designs at achievable price points.
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Simply put, we offer comprehensive lifecycle solutions for a host of electronic devices through custom ITAD programs that address our clients’ specific needs—down to the transportation and product tracking. We combine our unique consumer insight and extensive re-commerce capabilities to anticipate and exceed the needs of our commercial clients and the consumers they serve.
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Operating as a multi-brand retailer we aim to maximize our market reach, the division was formed through the consolidation of multiple retail merchants, with its roots tracing back more than half a century to the founding of its earliest predecessor in 1972.
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Moreover, we help companies navigate the maze of regulations associated with technology disposition, including through our secure logistics and data-sanitization processes. For end-of life items, we remove reusable components for resale. We separate and shred the remaining materials to reduce them into their commodity components (e.g., plastic, metal, glass) for resale and remanufacture into new products.
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The Company has long been associated with precious metals, with a history of trading silver since 1972 and trading gold since the repeal of the U.S. law limiting gold ownership in 1974. Our connection to minting bullion began in the late 1970s. Today, this rich history continues as the Company remains a leading provider of sustainable precious metals products.
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There can be some seasonal fluctuations that can impact demand with our commercial clients. Our business is subject to fluctuations as device trade-in and upgrade volume can be based on the release of new devices and promotional programs, as well as customer preferences.
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Commercial Our commercial segment operates in multiple sustainability verticals focused on the responsible disposition of end-of-life technology assets. Our electronics recycling business was originally founded in 2009 on the premise of addressing the demand for responsible electronic waste disposal. We focus on adhering to regulations and industry standards, ensuring the proper dismantling and recycling of electronic devices.
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Our business is also subject to volatility in margins based on the actual and anticipated timing of the release of new devices and promotional programs, as well as to changes in customer preferences. Most purchases are through non-exclusive, cancelable agreements. 4 Table of Contents PART I Item 1 We maintain relationships with refining partners for many commodity components.
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Our approach prioritizes reclaiming and reusing materials, preventing them from ending up in landfills. Our ITAD business, tracing its origins back to its earliest predecessor in 2007, is dedicated to unlocking the value of consumer electronics within the circular economy. We specialize in assisting businesses with the end-of-life management of their IT assets, including data destruction, asset refurbishment, and remarketing.
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Management believes no single partner accounted for a material amount of the company’s consolidated sales in 2023. The Company believes that many of the products we sell are marketable to numerous sources at competitive prices.
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Our commercial segment also provides detailed asset disposition data that enables our customers to address their sustainability goals and responsibilities to internal and external stakeholders. 7 Table of Contents BUSINESS DEVELOPMENTS Since our founding in 1965, we have consistently evolved, adapting to market changes while our commitment to sustainability has been at the core of our brand’s success.
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Envela’s commercial-services segment markets its products directly to prospective clients through several wholly owned subsidiary brands including ITAD USA; Echo Environmental; Teladvance; and Avail Recovery Solutions. Sales and operating results for these brands are reported within their respective commercial operating segments. Commercial-services operates from two leased warehouses in the Dallas/Fort Worth Metroplex (“DFW”) and one leased warehouse in Chandler, Arizona.
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In 2025, Envela will be celebrating its diamond jubilee, marking 60 years, and we are looking forward to recognizing our employees, customers, and stakeholders who have contributed to our journey. Detailed below are significant business developments that impacted fiscal years ending December 31, 2024 and 2023.
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DIRECT-TO-CONSUMER Authenticated Re-commerce Envela’s direct-to-consumer portfolio primarily buys to resell or recycle luxury hard assets like jewelry, diamonds, gemstones, fine watches, rare coins and related collectibles, precious-metal bullion products, gold, silver and other precious metals. For over 50 years, Envela’s consumer segment has been a destination location for seeking value and liquidity in luxury goods.
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Consumer Segment On September 12, 2024, the consumer segment entered into a purchase agreement relating to the acquisition of the assets of a bespoke fabricator of jewelry in Scottsdale, Arizona (the “Scottsdale Transaction”). See Note 4 – Changes in Business for further details.
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Our direct-to-consumer business provides a marketplace that delivers what we believe to be unparalleled value and liquidity for those seeking to buy, sell or trade merchandise in every major jewelry, fine watch, diamond, gemstone, finding, precious metal, and premium brand product category.
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In Fiscal 2024, we rapidly expanded our bricks-and-mortar footprint by opening 5 stores under our Four Nines brand which also features Bijoux Exchange an in-store buying platform. Our Bijoux Exchange brand is an in-store buying platform predicated on the store-within-a-store concept.
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Our experienced staff of experts, including GIA-graduate gemologists, horologists, numismatists, jewelers and brand authenticators, recondition and rebuild items for resale through our retail locations, e-commerce, or wholesale distributors.
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Personnel are dedicated to customers seeking to monetize their luxury hard assets due to changes in style, damage, financial need, or life events. Commercial Segment In Fiscal 2023, the commercial segment began to optimize its overall business model as the commercial segment was born from a series of acquisitions.
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When reconditioning is not feasible because crafted precious metals are at the end of their useful lives, we sell them through wholesale channels or recycle them by selling them to third-party refiners who recover reusable precious metals for subsequent sale or recrafting into new jewelry or bullion products.
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The business began to focus on unifying its systems, enhancing its business intelligence platforms in support of its commercial and operations teams as well as aligning its cost structure with margin achievement which became steady state in Fiscal 2024.
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We offer on-site repair services for jewelry and watches, as well as custom jewelry services. We buy and sell all forms of gold, silver, platinum, and palladium products. These include United States and other government-issued coins, private-mint medallions, and most numismatic items such as rare coins, currency, medals, tokens, and other monetary collectibles.
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Additionally, the business has focused on diversifying its business lines from those requiring the outright procurement of technology to those involving fees for services.
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We maintain numerous vendor relationships with major industry wholesalers, mints, and institutions. We purchase bullion products from a variety of vendors and sell them based on current precious metal market pricing. Bullion inventory is subject to market-value changes created by underlying commodity markets. Many factors beyond our control may affect margins, customer demand and transactional volume.
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These fee-for-service relationships allow our clients to outsource the management of the testing and packaging of items destined for secondary sales outlets while maintaining control over their inventory. 8 Table of Contents MARKET Each of the Company’s reportable segments has unique market conditions that impact their respective operations.
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These factors include, but are not limited to, U.S. Federal Reserve policies, inflation rates, global economic uncertainty, and government and private-mint supply. Our long history of experience in resale has given us the unique ability to have deep knowledge of the resale market.
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We compete to buy and sell pre-owned luxury hard assets such as fine jewelry, luxury watches, diamonds and gemstones, and bullion against established retailers, auction houses, secondary market online platforms, as well as other resale goods marketplaces. Our customers seek to maximize the value of their purchases and have multiple options to evaluate our value and service proposition.
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Using the same processes of authentication, pricing, and marketing as our primary channels, we provide services through consignment of premium brand products. Premium brand products from individuals, wholesalers and retailers are evaluated for authenticity meeting minimum resale cutlines receive product description, priced, pictured, and packaged for omnichannel distribution and fulfillment services. Historically, we have observed trends in supply-and-demand seasonality.
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Our sales of outright precious metals to refiners and diamonds and gemstones to wholesalers take place at near-spot market values and, as such are not subject to peer competition, but are impacted by macroeconomic conditions impacting their respective markets. All of our products are sourced and sold domestically.
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Our supply tends to increase in the third and fourth quarters, and our demand tends to increase in the fourth quarter. As a result, we typically incur higher operating expenses in the last four months of the year as we increase advertising spend. The consumer segment operates six retail locations throughout DFW, one in Mt.
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Commercial Segment Our competition is primarily attributed to the inbound procurement of IT assets and commodities; albeit we do experience certain levels of competition on outright sales of IT assets to consumers. We compete for inbound products against large, diversified recyclers as well as other ITAD-specific companies.
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Pleasant, South Carolina and one in Phoenix, Arizona. We opened our newest location in Phoenix, Arizona, during the fourth quarter of Fiscal 2023 (as defined below). The Company owns three retail locations in the DFW area, and leases the others.
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Our sales of outright IT assets are primarily marketed through online channels on which our customers can compare like goods against an array of purveyors, with select IT assets being sold wholesale into international markets.
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The Company purchased another building in the Phoenix area, during Fiscal 2023, which is currently being prepared to be the ninth retail location. Our direct-to-consumer brands include Dallas Gold & Silver Exchange, Charleston Gold & Diamond, and Bullion Express.
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Our sales of outright base and precious metals-laden materials are sold at near-spot market values and, as such, are not subject to peer competition but are inherently impacted by macroeconomic market conditions. The commercial segment’s business is also subject to both multi-year and spot transactions, of which the multi-year contracts may be subject to cancellation on short notice.
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Sales and operating results for these brands are reported within the consumer operating segment. 5 Table of Contents PART I Item 1 CORPORATE INFORMATION HISTORY The Company incorporated in the State of Nevada on September 16, 1965, as Canyon State Mining Corporation of Nevada.
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CYCLICALITY AND SEASONALITY Each of the Company’s reportable segments has aspects of cyclicality stemming from macroeconomic conditions consumer behavior, and commodity markets, but also from seasonality within a given fiscal year. Consumer Segment The consumer segment business experiences seasonality with the fourth quarter holiday months of November and December typically being the highest volume months of the year.
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During the next 50 years, the Company changed its name to Canyon State Corporation (October 13, 1981), The American Pacific Mint, Inc. (July 15, 1986), Dallas Gold & Silver Exchange, Inc. (June 22, 1992), and DGSE Companies, Inc. (June 26, 2001).
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However, seasonality is less pronounced than traditional luxury goods retailers as a result of our business being underpinned by our precious metals business, which is driven by the perception of market trends and global economic activity.
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In 2016, after celebrating its 50th anniversary, it was named by S&P Global Market Intelligence as the second most likely company to go bankrupt, behind Sears Holdings. Aiming to turn the Company around, the board of directors (its “Board”) brought in new management. On December 12, 2016, John Loftus was named CEO, and transformation of the business began.
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Commercial Segment The commercial segment experiences seasonality with the first quarter months of January and February typically being the highest volume months of the year.
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For many employees, that day marked the “true founding” of the Company. Under this new leadership, the Company has posted seven straight years of unprecedented profitability. By pursuing diversified re-commerce opportunities with potential long-term rewards, we continued to evolve as a company.
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We receive a higher volume of assets from our trade-in partners destocking from the post-holiday period. 9 Table of Contents ENVIRONMENTAL AND SOCIAL IMPACT We aspire to operate our business with a positive environmental and social impact while ensuring we create value for our shareholders.
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On December 12, 2019, we changed our name to Envela Corporation to better reflect our current business operations and diversified re-commerce portfolio. CONTACT & OTHER Our principal executive offices are located at 1901 Gateway Drive, Irving, Texas 75038, and our telephone number is (972) 587-4049.
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We are an environmentally conscious business as we are able to extend the useful life of technology and luxury hard assets along with reducing the reliance on mills and refiners sourcing materials from extractive industries.
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You may access our annual reports on Form 10-K, quarterly reports on Form 10- Q, current reports on Form 8-K, and other reports (and amendments and exhibits thereto) filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act with the Securities and Exchange Commission (“SEC”), as well as proxy statements filed by us, free of charge on our website at www.envela.com, as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC.
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Community We aim to serve and strengthen the communities we operate in by repurposing dormant infrastructure, creating jobs, increasing tax base, and selling sustainably sourced products. Energy Supply and Resource Consumption We continue to evaluate opportunities within our store operations, production processes, and supply chains for opportunities to reduce our environmental footprint.
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Additionally, our website contains complete copies of our policies (Business Code of Conduct & Ethics), committee charters (Audit; Compliance, Governance and Nominating; and Compensation), and information about how to communicate with our Board. Many of our subsidiaries and brands maintain their own websites for commercial purposes, including primarily the following: DGSE.com, echoenvironmental.com, ITADUSA.com, teladvance.com, AvailRecovery.com and StevenKretchmer.com.
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In terms of our electricity, natural gas, and water consumption costs they represented 0.2% and 0.3% of sales for Fiscal 2024 and 2023, respectively. Sustainability Sustainability is deep-rooted within our corporate strategy, and instilled in our company values, as a business partner, an employer, a community member, and a value creator for shareholders.
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Information contained on, or that can be accessed through, our website or any website of our subsidiaries or brands is not incorporated by reference into this or any other report we file with, or furnish to, the SEC, and you should not consider information on any such website to be part of this or any other report we file with, or furnish to, the SEC.
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Consumer Segment Unlike a traditional retail jewelry business, recommerce requires curating an inventory, which is crucial to attracting and retaining customers, and sourcing a diverse inventory takes time and strategy. Due to our size, we are able to source most of our products through our in-store buying programs; except in instances where a new setting or repair is needed.
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Such periodic reports, proxy statements and other information are also available on the SEC’s website at http://www.sec.gov. Envela and other trade names, trademarks and service marks of the Company or its subsidiaries are the property of Envela.
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In terms of our retail store footprint, we look to refurbish existing buildings as opposed to ground-up construction which requires new building materials and land consumption. Our recent expansionary efforts have focused on acquiring or leasing former retail bank buildings, which not only offer excellent security infrastructure but are also situated in ideal geographic locations.
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Solely for convenience, the trademarks, service marks, logos and trade names referred to in this document are without the “®” and “™” symbols, but such references are not intended to indicate that we waive or will not assert our rights in them.
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In Fiscal 2024 and 2023, the consumer segment sold 2.2 and 2.0 metric tons of refining-grade precious metals destined for new products, respectively. Commercial Segment We source products through different strategies, including trade-in programs, returns, buybacks, closeouts, individuals, and companies transitioning technologies.
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ENVIRONMENTAL, SOCIAL AND GOVERNANCE Our stakeholders are essential to our business—shareholders, employees, and the communities in which we do business. We aspire to operate our business with positive social and environmental impact. Human Capital Resources Our employees are guided by our mission to extend the lifespan of durable goods.
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We extend the useful lives of IT assets, divert plastic and base metal waste streams into recycled commodities along with providing precious metal-laden material for refining.
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We are part of a diverse global community, and we aim to reflect that diversity within our team.
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As part of our sustainability service offering, we provide traceability of dispositions and ensure we have maximized the recovery of base and precious metals and have taken all steps to reintroduce technology assets back into the marketplace.
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We believe diversity and inclusion foster a collaborative culture, which fuels our ability to innovate as we work to create a more sustainable future. 6 Table of Contents PART I Item 1 As of December 31, 2023, we had 288 full-time equivalent employees.
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In Fiscal 2024 and 2023, the commercial segment sold 1,267,632 and 1,202,838 individual units of secondary electronics and components in which their useful life was extended, respectively.
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Additionally, we rely on independent contractors and temporary personnel to supplement our workforce, primarily in our electronic-disposition centers. The consumer segment is currently developing and training a workforce to help manage and run the new locations that have been opened and are scheduled to open in the Phoenix area during 2024.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeIn conjunction with legal counsel, we have determined that we do not have sufficient control over manufacturing of any of our products to be included in the group of companies required to provide conflict-minerals disclosure and reporting. 13 Table of Contents PART I Item 1A If the Company’s sourcing processes should change, or if there is a determination that the Company’s current practices should be covered by the conflict-minerals reporting and disclosure guidelines, there would be a need to implement significant additional measures to comply with these rules.
Biggest changeIn conjunction with legal counsel, we have determined that we do not have sufficient control over the manufacturing of any of our products to be included in the group of companies required to provide conflict-minerals disclosure and reporting.
Should the Company fail to adapt to a significant change in its customers’ demand for, or regular access to, its products, the Company’s revenue could decrease significantly. Even if the Company makes adaptations, its customers or merchants may resist or may reject products or services whose adaptations make them less attractive or less available.
Should the Company fail to adapt to a significant change in its customers’ demand for, or regular access to, its products, the Company’s revenue could decrease significantly. Even if the Company makes adaptations, its customers or merchants may resist or reject products or services whose adaptations make them less attractive or less available.
Jewelry retailers or manufacturers who meet certain criteria were required to file certain reports with the SEC beginning in May 2014, disclosing their due-diligence measures related to country of origin, the results of those activities, and related determinations.
Jewelry retailers or manufacturers who meet certain criteria were required to file certain reports with the SEC beginning in May 2014, disclosing their due diligence measures related to the country of origin, the results of those activities, and related determinations.
Competition for employees is intense, and the Company may be unsuccessful in attracting or retaining qualified personnel. There are a limited number of people with knowledge and experience within our industries. The Company does not have employment agreements with many of the key employees and does not maintain life insurance policies on any of the key personnel.
Competition for employees is intense, and the Company may be unsuccessful in attracting or retaining qualified personnel. There are a limited number of people with knowledge and experience within our industries. The Company does not have employment agreements with employees and does not maintain life insurance policies on any of the key personnel.
Envela’s future success and growth depends on continued services of directors, key management and employees. Losing services from any of these individuals could materially affect the Company’s operations. The Company’s future success also depends on management’s ability to identify, attract, and retain additional qualified personnel.
Envela’s future success and growth depend on the continued services of directors, key management, and employees. Losing services from any of these individuals could materially affect the Company’s operations. The Company’s future success also depends on management’s ability to identify, attract, and retain additional qualified personnel.
Although the Company actively manages its product and service offerings to ensure that such offerings meet the needs and preferences of its customer base and partners, the demand for a particular product or service may decrease due to a variety of factors, including many that the Company may not be able to control, anticipate or respond to in a timely manner, such as the availability and pricing of competing products or technology, changes in customers’ financial conditions as a result of changes in unemployment levels, declines in consumer spending habits related to general economic conditions, inflation, weather events, public health and safety issues, fuel prices, interest rates, government sponsored economic stimulus programs, social welfare or benefit programs, real or perceived loss of consumer confidence or regulatory restrictions that increase or reduce customer access to particular products.
Although the Company actively manages its product and service offerings to ensure that such offerings meet the needs and preferences of its customer base and partners, the demand for a particular product or service may decrease due to a variety of factors, including many that the Company may not be able to control, anticipate or respond to promptly, such as the availability and pricing of competing products or technology, changes in customers’ financial conditions as a result of changes in unemployment levels, declines in consumer spending habits related to general economic conditions, inflation, weather events, public health and safety issues, fuel prices, interest rates, government-sponsored economic stimulus programs, social welfare or benefit programs, real or perceived loss of consumer confidence or regulatory restrictions that increase or reduce customer access to particular products.
The time periods around Valentine’s Day, Mother’s Day and Christmas are typically the main seasons for jewelry sales. Sales are traditionally greater during significant holidays that occur in early spring, late fall, and winter. The amount of net sales and operating income generated during these seasons depends upon the general economic conditions and other factors beyond our control.
The periods around Valentine’s Day, Mother’s Day, and Christmas are typically the main seasons for jewelry sales. Sales are traditionally greater during significant holidays that occur in early spring, late fall, and winter. The amount of sales and operating income generated during these seasons depends upon the general economic conditions and other factors beyond our control.
If the Company does not meet its contractual and regulatory obligations, it could be subject to contractual damages, penalties, and damage to reputation. Also, the Company’s or its subcontractors’ failure to comply with applicable environmental laws and regulations in disposing of the equipment could result in liability.
If the Company does not meet its contractual and regulatory obligations, it could be subject to contractual damages, penalties, and damage to reputation. Also, the Company’s or its subcontractors’ failure to comply with applicable laws and regulations in disposing of the equipment could result in environmental liabilities.
The Company’s commercial services segment provides services related to electronic devices being disposed of by business customers, including cleansing storage devices from customer equipment and either recycling it through resale or disposing of it in an environmentally compliant manner.
The Company’s commercial segment provides services related to electronic devices being disposed of by business customers, including cleansing storage devices from customer equipment and either recycling them through resale or disposing of them in an environmentally compliant manner.
In August 2012, the SEC, pursuant to the Dodd-Frank Act, issued final rules which require annual disclosure and reporting on the source and use of certain minerals, including gold, from the Democratic Republic of Congo and adjoining countries.
In August 2012, the SEC, pursuant to the Dodd-Frank Act, issued final rules that require annual disclosure and reporting on the source and use of certain minerals, including gold, from the Democratic Republic of Congo and adjoining countries.
The Company’s operating results are dependent on a number of factors impacting consumer confidence and spending, including, but not limited to, the following: general economic and business conditions; wages and employment levels; volatility in the stock market; home values; inflation; consumer-debt levels; availability and cost of consumer credit; economic uncertainty; solvency concerns of major financial institutions; fluctuations in foreign-currency exchange rates; fuel and energy costs and/or shortages; tax issues; and general political conditions, both domestic and abroad.
The Company’s operating results are dependent on several factors impacting consumer confidence and discretionary spending, including, but not limited to, the following: general economic and business conditions; wages and employment levels; volatility in the stock market; home values; inflation; consumer-debt levels; availability and cost of consumer credit; economic uncertainty; solvency concerns of major financial institutions; fluctuations in foreign currency exchange rates; fuel and energy costs and/or shortages; tax issues; and general political conditions, both domestic and abroad.
They may also interpret or enforce existing requirements in new ways that could restrict the Company’s ability to continue its current methods of operation or to expand operations, impose significant additional compliance costs, and could have a material adverse effect on the Company’s financial condition and results of operations.
They may also interpret or enforce existing requirements in new ways that could restrict the Company’s ability to continue its current methods of operation or to expand operations, impose significant additional compliance costs, and could have a material adverse effect on the Company’s financial condition 16 Table of Contents and results of operations.
Conversely, if consumer demand is higher than expected, insufficient inventory levels could result in unfulfilled customer orders, loss of revenue and an unfavorable impact on customer relationships. In particular, volatility and uncertainty related to macro-economic factors make it more difficult to forecast customer demand in various markets.
Conversely, if consumer demand is higher than expected, insufficient inventory levels could result in unfulfilled orders, loss of revenue, and an unfavorable impact on customer relationships. In particular, volatility and uncertainty related to macroeconomic factors make it more difficult to forecast consumer demand in various markets.
The Company’s websites may be vulnerable to security breaches and similar threats, which could result in liability for damages and harm to the Company’s reputation. Despite the implementation of network security measures, Company websites are vulnerable to computer viruses, break-ins and similar disruptive problems caused by internet users.
Risks Related to Cyber Threats and Rapid Advancements in AI The Company’s websites may be vulnerable to security breaches and similar threats, which could result in liability for damages and harm to the Company’s reputation. Despite the implementation of network security measures, Company websites are vulnerable to computer viruses, break-ins, and similar disruptive problems caused by internet users.
N10TR, LLC (“N10TR”) is the Company’s largest shareholder, owning 12,814,727 shares of Common Stock, representing 48.3% of the total outstanding shares of Common Stock, as of December 31, 2023. Eduro Holdings, LLC (“Eduro”) owns 6,365,460 shares of Common Stock, representing 24.0% of the total outstanding shares of Common Stock, as of December 31, 2023.
N10TR, LLC (“N10TR”) is the Company’s largest shareholder, owning 12,814,727 shares of Common Stock, representing 49.3% of the total outstanding shares of Common Stock, as of December 31, 2024. Eduro Holdings, LLC (“Eduro”) owns 6,365,460 shares of Common Stock, representing 24.5% of the total outstanding shares of Common Stock, as of December 31, 2024.
Significant price fluctuations in precious metals, especially downward, could have a severe impact on this part of our business, as people are less likely to sell these products to the Company if they believe their merchandise is being undervalued, or if they believe the value is uncertain.
Significant price fluctuations in precious metals, especially downward, could have a severe impact on this part of our business, as people are less likely to sell these products to the Company if they believe their merchandise is being undervalued, or if they believe the value is uncertain. An inability to increase retail prices to reflect higher commodity costs.
Consumer demand for the Company’s products can affect inventory levels. If consumer demand is lower than expected, inventory levels can rise, causing a strain on operating cash flow. If the inventory cannot be sold through retail outlets or wholesale contacts, write-downs or write-offs to earnings could be necessary.
If consumer demand is lower than expected, inventory levels can rise, causing a strain on operating cash flow. If inventory cannot be sold through our retail outlets or wholesale channels, write-downs or write-offs to earnings could be necessary.
Any or all of the foregoing in jurisdictions where we or our customers, suppliers, or operations are located have had and could in the future have a material adverse effect on our business, results of operations, cash flows, and financial condition.
Any or all of the foregoing in jurisdictions where we or our customers, suppliers, or operations are located could have a material adverse effect on our financial position and results of operations.
Management cannot be certain of the costs that might be associated with such regulatory compliance. The final rules also cover tungsten, which is contained in a small portion of items that we sell. Other minerals, such as diamonds, could be added to those currently covered by these rules.
The final rules also cover tungsten, which is contained in a small portion of items that we sell. Other minerals, such as diamonds, could be added to those currently covered by these rules.
The loss of key personnel, especially without advance notice, or the inability to hire or retain qualified people, could have a material adverse effect on sales and operations.
The loss of key personnel, especially without advance notice, or the inability to hire or retain qualified people, could have a material adverse effect on all facets of our business.
In any event, the effect of any product or service change on the results of the Company’s business may not be fully ascertainable until the change has been in effect for some time.
In any event, the effect of any product or service change on the results of the Company’s business may not be fully ascertainable until the change has been in effect for some time. Misjudging consumer demand. Consumer demand for the Company’s products can affect inventory levels.
These occurrences could result in liability for damages, and the Company’s reputation could suffer. Circumvention of the security measures may result in the misappropriation of customer or other confidential information. Any such security breach could lead to interruptions, delays and cessation of service to customers and could result in a decline in revenue and income.
These occurrences could result in liability for damages, and the Company’s reputation could suffer. Circumvention of security measures may result in the misappropriation of customer or other confidential information. Any such security breach could lead to interruptions, delays, and cessation of service to customers and could have a material adverse effect on our reputation, financial position, and results of operations.
Also, if the responses of parts of the Company’s supply chain to verification requests were adverse, it could harm our ability to obtain merchandise and add to compliance costs.
Also, if the responses of parts of the Company’s supply chain to verification requests were adverse, it could harm our ability to obtain merchandise and add to compliance costs. In addition, Envela partners with refiners for a portion of its sales.
The costs related to the compliance of existing and future requirements could adversely affect the Company. Governments, including agencies at the national, state and local levels, may seek to enforce or impose new laws, regulatory restrictions, or licensing requirements.
Governments, including agencies at the national, state, and local levels, may seek to enforce or impose new laws, regulatory restrictions, or licensing requirements.
Therefore, the cost of borrowing may increase, and it may be more difficult to obtain financing for operations or to refinance long-term obligations as they become payable. Additionally, borrowing costs can be affected by independent rating agencies’ short- and long-term debt ratings which are based largely on performance as measured by credit metrics including interest coverage and leverage ratios.
Additionally, borrowing costs can be affected by independent rating agencies’ short- and long-term debt ratings which are based largely on performance as measured by credit metrics including interest coverage and leverage ratios. A decrease in these ratings would likely increase the Company’s borrowing costs and make it more difficult to obtain financing.
Acquisitions involve numerous risks, including the following: · effectively combining the acquired operations, technologies, or product offerings; · unanticipated costs or assumed liabilities, including those associated with regulatory actions or investigations; · not realizing the anticipated financial benefit from the acquired companies; · diversion of management’s attention; · negative effects on existing customer and supplier relationships; and · potential loss of key employees, especially those of the acquired companies.
Acquisitions involve numerous risks, including the following: effectively combining the acquired operations, technologies, or product offerings; unanticipated costs or assumed liabilities; not realizing the anticipated financial benefit from the acquired companies; diversion of management’s attention; negative effects on existing customer and supplier relationships; and potential loss of key employees, especially those of the acquired companies. Further, the Company has made and may continue to make acquisitions of, or investments in, new services, businesses, or technologies to expand its current service offerings and product lines.
The occurrence of unforeseen or catastrophic events, including pandemics, such as COVID-19, or other widespread health emergencies (or concerns over the possibility of such an emergency), terrorist attacks, extreme weather events, solar events or other natural disasters, could create economic and financial disruptions, and could lead to operational difficulties (including travel limitations and limitations on occupancy in our offices) that could impair our ability to manage our businesses.
The occurrence of unforeseen or catastrophic events, terrorist attacks, extreme weather events, or other natural disasters, could create economic and financial disruptions and could lead to operational difficulties (e.g., travel limitations and limitations on occupancy in our facilities) that could impair our ability to manage our businesses.
These transactions might include proxy contests, tender offers, mergers or other purchases of Common Stock that could give shareholders the opportunity to realize a premium over the then-prevailing market price for shares of Common Stock. The Company’s success depends on the ability to attract, retain, and motivate qualified directors, management and other skilled employees.
These transactions might include proxy contests, tender offers, mergers, or other purchases of Common Stock that could allow shareholders to realize a premium over the then-prevailing market price for shares of Common Stock.
The value and availability of devices may also be impacted by adverse foreign trade relationships and an escalation of U.S.-China and China-Taiwan trade tensions, including with respect to trade policies, treaties, government relations, tariffs, and other trade restrictions.
The value and availability of devices or parts may also be impacted by 20 Table of Contents adverse foreign trade relationships and an escalation in trade tensions, including concerning trade policies, treaties, government relations, tariffs, and other trade restrictions or compliance.
Given the timing of the annual seasonality, inclement weather can at times pose a substantial barrier to consumer retail activity and have a material negative impact on store traffic. If events or circumstances were to occur that negatively impact consumer spending during such holiday seasons, it could have a material adverse effect on sales, profitability and operating results.
Given the timing of the seasonality, inclement weather can at times pose a substantial barrier to consumer retail activity and may have an unfavorable impact on store traffic. If inclement weather conditions were to occur during such holiday seasons, they could have a material adverse effect on our financial condition and results of operations.
Our mobile device business is subject to the risk of declines in the value and availability of devices in our inventory, and to export compliance and other risks. The value of the electronic devices that we collect and refurbish may fall below the prices we have paid, which could adversely affect our profitability.
The value of the electronic devices that we collect and refurbish may fall below the prices we have paid, which could adversely affect our profitability.
If the Company is not successful in mitigating or insuring against such risks, it could have a material adverse effect on the Company’s business. Changes in liquidity and capital requirements and the ability to secure financing and credit could materially adversely affect the Company’s financial condition and results of operations.
Any of these factors could have a material adverse effect on our financial position and results of operations. Risks Related to Liquidity Management Strategies Changes in liquidity and capital requirements and the ability to secure financing and credit could materially and adversely affect the Company’s financial condition and results of operations.
Adverse economic conditions in the U.S. or in other key markets, and the resulting declines in consumer confidence and spending, could have a material adverse effect on the Company’s operating results.
Adverse economic conditions in the U.S. or in other key markets we sell into, and resulting declines in consumer confidence and spending.
There are several national and international factors which are beyond management’s control, but which may affect margins, customer demand and transactional volume in the bullion business. These factors include, but are not limited to, the policies of the U.S. Federal Reserve, inflation rates, global economic uncertainty, and governmental and private mint supply.
These factors include but are not limited to, the policies of the U.S. Federal Reserve, inflation rates, global economic uncertainty, and governmental and private mint supply.
Consumer wholesale and retail jewelry business is seasonal, with sales traditionally greater during certain holiday seasons. Events and circumstances that adversely affect holiday consumer spending will have a disproportionately adverse effect on operational results. The consumer wholesale and retail jewelry sales are seasonal by nature.
Fluctuations in any of these factors could adversely affect consumer confidence and discretionary spending and could have a material adverse effect on our financial condition and results of operations. Consumer wholesale and retail jewelry business is seasonal, with sales traditionally greater during certain holiday seasons. The consumer segment’s retail jewelry sales are seasonal by nature.
If the value or availability of devices or parts is significantly reduced, it could have a material adverse effect on our profitability. 10 Table of Contents PART I Item 1A We may incur losses because of a failure to manage and protect our clients’ assets throughout the electronics disposition processes and that could impair our ability to conduct future business, damage our reputation and could adversely impact our business, financial condition, results of operations.
If the value or availability of devices or parts is significantly reduced, it could have a material adverse effect on our financial position and results of operations. We may incur losses because of a failure to manage and protect our client’s assets throughout the ITAD process.
Such environmental liability may be joint and several, meaning that the company could be held responsible for more than its share of the liability involved. To the extent that Company fails to comply with its obligations and such failure is not covered by insurance, the Company’s business could be adversely affected.
Such environmental liabilities may be joint and several, meaning that the company could be held responsible for more than its share of the liability involved.
Consumers are increasingly shopping for jewelry or starting their jewelry-buying experience online, which makes it easier for them to compare prices with other jewelry retailers.
The competition for consumer discretionary spending is particularly relevant to gift giving, and somewhat to bridal jewelry (e.g. engagement, wedding, and anniversary). Consumers are increasingly shopping for jewelry or starting their jewelry-buying experience online, which makes it easier for them to compare prices with other jewelry retailers.
Please also see the section of this Form 10-K entitled “Note About Forward-Looking Statements” on page 2. The voting power in the Company is substantially controlled by a small number of shareholders, which may, among other things, delay or frustrate the removal of incumbent directors or a takeover attempt, even if such events may be beneficial to shareholders.
Risk Factors Relating to Corporate Structure and Governance The voting power in the Company is substantially controlled by a small number of shareholders, which may, among other things, impede the removal of incumbent directors or a takeover attempt, even if such events may be beneficial to shareholders.
If the Company does not comply with the corporate governance reforms, the Company could face enforcement actions by the SEC or other governmental or regulatory bodies, as well as shareholder lawsuits, all of which could have significant negative financial or operational implications. 9 Table of Contents PART I Item 1A We have not paid dividends on our Common Stock in the past and do not anticipate paying dividends on our Common Stock in the foreseeable future.
If the Company does not comply with the corporate governance reforms, the Company could face enforcement actions by the SEC or other governmental or regulatory bodies, as well as shareholder lawsuits, all of which could have a material adverse effect on our financial position and results of operations.
Our revenues and profits may decline if we are unable to maintain relationships with significant clients or renew contracts with them on favorable terms. The success of our business depends largely on our relationships and contractual arrangements with significant clients.
ITEM 1A. RISK FACTORS Risks Related to Our Business Relationships An inability to maintain relationships with significant clients or renew contracts with them on favorable terms. The success of our commercial segment’s business primarily depends on maintaining relationships and contractual arrangements with significant clients.
However, in general, particularly sharp increases in commodity costs may result in a time lag before increased commodity costs are fully reflected in retail prices. There is no certainty that such price increases will be sustainable, so downward pressure on gross margins and earnings may occur.
There is no certainty that such price increases will be sustainable, so downward pressure on gross margin and earnings may occur.
The industries in which Envela operates are highly competitive, and the Company competes with numerous other firms, a number of which are larger and have significantly greater financial, distribution, advertising and marketing resources. Envela’s products compete on a number of bases, including attractiveness of brand, category assortments and pricing competitiveness.
Risk Factors Relating to Competition Intense competition across all markets for Envela’s products and services. The markets in which Envela operates are highly competitive, and the Company competes with numerous other companies, several of which are larger and have significantly greater financial, distribution, advertising, and marketing resources.
The conflict-mineral diligence process, the results from that process and the related reporting obligations could increase costs, adversely affect the Company’s reputation and adversely affect our ability to obtain merchandise.
Failure to comply with applicable AML regulations could result in regulatory enforcement actions, fines, reputational harm, or other adverse consequences impacting our financial position and results of operations. The conflict-mineral diligence process, the results from that process, and the related reporting obligations could increase costs, adversely affecting the Company’s reputation and our ability to obtain merchandise.
If our consumer brands do not offer the same or similar items at the lowest prices, consumers may purchase their jewelry from competitors, which would adversely impact the Company’s sales and results of operations. 11 Table of Contents PART I Item 1A A decrease in demand for the Company’s products and services and the failure of the Company to adapt to such decreases could adversely affect the Company’s results of operations.
If our consumer brands do not offer the same or similar items at the lowest prices, consumers may purchase their jewelry from competitors, which could have a material adverse effect on our financial condition and results of operations.
The market for precious metals is inherently unpredictable. Bullion, crafted precious metal, and other precious metal products are purchased and sold based on current market pricing for precious metals. Bullion and precious metal inventories are subject to market-value changes created by their underlying commodity markets. Periodically, futures contracts are entered into to hedge the exposure against market-price changes.
Bullion, crafted precious metals, and other precious metal products are purchased and sold based on current market pricing. Bullion and precious metal-laden inventories are subject to market-value changes created by their underlying commodity markets. Several national and international factors are beyond management’s control but may affect margins, customer demand, and transactional volumes.
A decrease in these ratings would likely increase the Company’s borrowing cost and make it more difficult to obtain financing. A significant increase in costs to finance operations may have a material adverse impact on Envela’s business results and financial condition. High interest rates and interest-rate fluctuations could increase our interest expense.
A significant increase in costs to finance operations may have a material adverse effect on our financial position and the results of operations. The impact of sustained high interest rates.
Significant increases in these competitive influences could adversely affect the operations through a decrease in the number and dollar volume of sales. We compete with a number of smaller companies, same sized and larger firms throughout the United States. Many competitors attract customers with their reputation and industry connections.
A significant portion of Envela’s products are evaluated by consumers based on the attractiveness of brands, assortment of products, and price competitiveness. Significant increases in these competitive influences could adversely affect our operations through a decrease in the number and total value of sales transactions. Many competitors attract customers with their reputation and industry connections.
While jewelry manufacturing is a major driver of demand for gold, management believes that the cost of gold is predominantly driven by investment transactions which have resulted in significant changes in that cost over the past decade.
If commodity markets underlying our bullion or precious metal-laden inventory are misjudged, our business could suffer material adverse consequences. 13 Table of Contents While jewelry manufacturing is a major driver of demand for gold, management believes that the cost of gold is predominantly driven by investment transactions, which may result in significant changes in cost.
Similarly, if actual costs to acquire and build-out new retail stores significantly exceed planned costs, could hinder the ability to acquire new stores or to operate those profitably. Credit and equity markets remain sensitive to world events and macro-economic developments.
A significant reduction in cash flows from operations or the availability of credit could materially and adversely affect our ability to fund growth initiatives and provide working capital. Similarly, if actual costs to acquire and build out new retail stores significantly exceed planned costs, could hinder the ability to acquire new stores or to operate those profitably.
If our key clients terminate important business arrangements with us, or renew contracts on terms less favorable to us, we may fail to meet our business objectives and targets, and our cash flows, results of operations and financial condition could be materially adversely affected.
If our key clients terminate important business arrangements with us or renew contracts on terms less favorable to us, there could be a material adverse effect on our financial condition and results of operations. Risk Factors Relating to Commodity Volatility, Changing Economic Conditions and Seasonality The market for precious metals is inherently unpredictable.
Failure to properly judge consumer demand and properly manage inventory could have a material adverse effect on profitability and liquidity. A failure of the information systems could prevent the Company from effectively managing and controlling operations and serving customers. The Company relies on information systems to manage and operate stores and business.
A failure of the information systems could prevent the Company from effectively managing and controlling operations and serving customers. The Company relies on information systems to manage and operate our businesses. These include our communications systems, website, point-of-sale application, enterprise resource planning system, and other supporting systems.
Additional companies may decide to enter our markets to compete with us. These companies may have greater name recognition and have greater financial and marketing resources than Envela. If these new companies are successful in entering the markets, or if customers choose to go to other established competition, there could be fewer buyers or sellers and revenue could decrease.
Additionally, companies may decide to enter our markets to compete with us, which may have greater name recognition and greater financial and marketing resources than Envela.
Public health emergencies or outbreaks of epidemics, pandemics, or contagious diseases have disrupted, and could in the future disrupt, our operations and materially and adversely affect our business, financial condition, and results of operations.
Risks Related to Global Health Crises, Disasters and Geopolitics Impacting Supply and Demand Outbreaks of epidemics, pandemics, or other public health emergencies have disrupted, and could in the future, disrupt our operations. Our operations are exposed to risks associated with epidemics, pandemics, or other public health emergencies.
Participants in the jewelry and watch category compete for a share of customers’ disposable income with other consumer sectors such as electronics, clothing, furniture, travel and restaurants. This competition for consumers’ discretionary spending is particularly relevant to gift giving, and somewhat to bridal jewelry (e.g. engagement, wedding, and anniversary).
The consumer segment competes for jewelry and watch sales primarily against specialty jewelers and other retailers that sell jewelry and watches, including department stores, internet retail, and recommerce platforms. Participants in the jewelry and watch category compete for a share of customers’ disposable income with other consumer sectors such as electronics, clothing, furniture, travel, and restaurants.
We may incur losses because of unforeseen or catastrophic events, including pandemics, terrorist attacks, extreme weather events or other natural disasters.
In addition, fluctuations in demand and other implications associated with public health emergencies have resulted in, and could in the future result in, certain supply chain constraints and challenges. We may incur losses because of unforeseen or catastrophic events, terrorist attacks, extreme weather events or other natural disasters.
Moreover, any sustained increases in the cost of commodities could result in the need to fund a higher level of inventory or to make changes in the merchandise available to customers. A significant portion of the consumer segment’s profit is generated from buying and selling pre-owned jewelry or other precious-metal-based products.
Moreover, any sustained increases in the cost of commodities could result in the need to fund the purchase of inventory at higher values or to make changes in the merchandise available, which could have a material adverse effect on our financial condition and results of operations.
The Company cannot guarantee that we will continue to retain key management and skilled personnel, or will be able to attract, assimilate and retain other highly qualified personnel in the future. 8 Table of Contents PART I Item 1A When the Company makes acquisitions, it may take on additional liabilities or not be able to successfully integrate such acquisitions.
The Company cannot guarantee that we will continue to retain key management and skilled personnel, or will be able to attract, assimilate and retain other highly qualified personnel in the future. The Company’s expansion into new geographical regions. Both of the Company’s segments have portions of their business located in areas outside of its base of operations in Dallas-Fort Worth.
Interest rates rose significantly during 2022 and 2023 as the Federal Reserve sought to control inflation. High interest rates and interest rates that continue to rise, may increase our borrowing cost, or could make it difficult or impossible to secure financing. The Company is, and will be, subject to new and existing corporate-governance and internal-control demands and reporting requirements.
Our status as a controlled company could make our Common Stock less attractive to some investors or otherwise harm our stock price. The Company is, and will be, subject to new and existing corporate-governance and internal-control demands and reporting requirements.
As part of the company’s history and growth strategy, it has acquired other businesses.
Risk Factors Relating to Our Strategies The Company may take on additional liabilities in connection with acquisitions, or it may not be able to successfully integrate such acquisitions. As part of the company’s history and growth strategy, it has acquired other businesses.
The Company’s cost of merchandise and potentially earnings may be adversely impacted by investment-market considerations that cause the price of gold to significantly increase or decrease. An inability to increase retail prices to reflect higher commodity costs would result in lower profitability. Historically, jewelry retailers have been able, over time, to increase prices to reflect changes in commodity costs.
The Company’s cost of merchandise and potential earnings may be adversely impacted by investment-market considerations that cause the price of gold to significantly increase or decrease. A significant portion of the consumer segment’s profit is generated from buying and selling pre-owned fine jewelry or other precious metal-laden products.
In addition, fluctuations in demand and other implications associated with public health emergencies have resulted in, and could in the future result in, certain supply chain constraints and challenges. Sustained geopolitical conflicts, military action and civil unrest could result in disruptions to the global supply chain and uncertain economic conditions, which could materially adversely affect our financial condition.
Geopolitical conflicts, military action, and civil unrest could result in global supply chain disruptions and uncertain economic conditions. The broader consequences of geopolitical conflicts, military action, and civil unrest could lead to economic instability and sustained inflation and result in changes in consumer behavior impacting discretionary spending.
Some of these may involve risks that may differ from those traditionally associated with the Company’s core business, including undertaking product or service warranty responsibilities that in its traditional core business would generally reside primarily with its suppliers.
Some of these may involve risks that may differ from those traditionally associated with the Company’s core business. If the Company is not successful in mitigating or insuring against such risks, it may have a material adverse effect on our financial position and results of operations.
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ITEM 1A. RISK FACTORS Our operations and financial results are subject to various risks and uncertainties, including those described below, that could adversely affect our business, financial condition, results of operations, cash flows, and the trading price of shares of our common stock, par value $0.01 per share (our “Common Stock”).
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Historically, jewelry retailers have been able, over time, to increase prices to reflect changes in commodity costs. However, in general, particularly sharp increases in commodity costs may result in a time lag before increased commodity costs are fully reflected in retail prices.
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You should carefully review and consider the risks described below and the forward-looking statements contained in this Form 10-K before evaluating our business or making an investment decision. Our business, financial condition or results of operations could be materially adversely affected by these risks.
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If these new companies are successful in entering our markets, or if customers choose to go to other 14 Table of Contents established competitors, there could be fewer buyers or sellers, and could have a material adverse effect on our financial condition and results of operations. Jewelry and watch retailing is highly fragmented and competitive.
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The trading price of the Company’s Common Stock could decline due to any of these risks, and you may lose all or part of your investment. You should also refer to the other information included or incorporated by reference in this report, including the Company’s consolidated financial statements and the related notes thereto.
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Risk Factors Relating to Demand A decrease in demand for the Company’s products and services and the failure of the Company to adapt to such decreases.
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These risks and uncertainties could cause actual results and events to differ materially from those anticipated. Additional risks which the Company does not presently consider material, or of which management is not currently aware, may also have an adverse impact on the Company’s business.
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Failure to properly judge consumer demand and properly manage inventory could have a material adverse effect on profitability and liquidity. Risk Factors Specific to the Luxury Hard Asset Market Adapting to consumer buying preferences toward lab-grown diamonds.
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Further, the Company has made, and may continue to make acquisitions of, or investments in new services, businesses, or technologies to expand its current service offerings and product lines.
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While the Company regularly assesses consumer buying preferences to provide our customers with an array of attractive buying options, consumers have become more accepting of lab-grown diamonds as a result of their price point and trends 15 Table of Contents toward sustainability and understanding source origin.
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Envela requires continued access to capital, and a significant reduction in cash flows from operations or the availability of credit could materially and adversely affect the ability to achieve Company planned growth and operating results.
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Although we offer lab-grown diamond collections, these are at lower price points, which may have a material adverse effect on our financial condition and results of operation. Consumer acceptance of near-perfect counterfeit products. Technology has evolved to where manufacturers can produce near-perfect counterfeits of luxury retail brands.
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We have not paid Common Stock dividends and do not anticipate paying dividends in the foreseeable future. Our current business plan provides for reinvesting earnings in an effort to complete development of our technologies, inventories and expansion, with the goal of increasing sales and long-term profitability and value.
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While our business model is value-driven, consumer acceptance of near-perfect counterfeit goods may result in increased competition against the luxury recommerce market, which may have a material adverse effect on our financial condition and results of operation. The proliferation of near-perfect counterfeit products.
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The Company is expanding to geographical regions that are unfamiliar. Both of the Company’s segments now have portions of their business located in areas other than DFW. The ability to manage and control growth in new areas is vital to sustaining success.
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While the company employs a team of authentication experts to ensure transactional confidence in both the buying and selling process, the continued proliferation of near-perfect counterfeit goods may erode consumer confidence in the luxury recommerce market, which may have a material adverse effect on our financial condition and results of operation.
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The Company has a solid footprint in DFW, but it is not guaranteed that the Company will be able find staff, train and supervise new employees away from the Company’s base of operations for both the consumer and commercial segments.

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Item 2. Properties

Properties — owned and leased real estate

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Biggest changeThe commercial segment leases all three of their locations, two of which are in DFW and the other being in Chandler, Arizona. The leases begin to expire starting in 2025 through 2027, with one lease having a right of renewal. Both segments are constantly evaluating each of their locations in terms of profitability, effectiveness and fit with long-term sustainability.
Biggest changeOur leases begin to expire starting in 2025 through 2030, with six leases having a right of renewal. Both segments regularly evaluate each of their locations in terms of profitability, effectiveness and fit with their long-term strategy.
In management’s opinion, these properties have been well maintained, are in good operating condition and contain all necessary equipment and facilities for their intended purposes. 15 Table of Contents PART I Item 1B, 2, 3, 4
In management’s opinion, these properties have been well maintained, are in good operating condition, and contain all necessary equipment and facilities for their intended purposes. See Note 12 Leases for further details on leased facilities.
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ITEM 2. PROPERTIES The Company leases eight properties and owns five other properties across three markets in which the consumer and commercial segments currently operate. Included in the owned properties is the Company’s corporate headquarters located in Irving, Texas.
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PROPERTIES Our facilities by segment and geography were as follows as of December 31, 2024: ​ ​ ​ ​ ​ ​ ​ Number of Facilities ​ Owned Leased Consumer Arizona 2 2 South Carolina — 1 Texas (1) 3 7 ​ ​ ​ ​ ​ Sub-total 5 10 ​ ​ ​ ​ ​ Commercial Arizona — 1 Texas — 2 ​ ​ ​ ​ ​ Sub-total — 3 ​ ​ ​ ​ ​ Corporate Texas (1) 1 — ​ ​ ​ ​ ​ Sub-total 1 — ​ ​ ​ ​ ​ ​ 6 13 ​ (1) The Texas-owned properties are encumbered by debt facilities, see Note 14 – Debt for further details.
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Nine of the properties are located in DFW, one is in Mount Pleasant, South Carolina and three are in the Phoenix area. The leases have a wide variety of terms, rents and expiration dates. The consumer segment owns three of their retail locations in DFW and one in the Phoenix area, which is currently being prepared as a retail location.
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They lease another three in DFW, one in Mount Pleasant, South Carolina, and one in the Phoenix area. The five leased locations have leases expiring starting in 2024 through 2027, with rights of renewal for three of the properties.
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Our principal corporate office building is owned by the Company, as stated earlier, and is located at 1901 Gateway Drive, Irving, Texas 75038. For addition information about encumbrances on properties the Company owns, see Note 9 to our consolidated financial statements. For additional information about the nature of the Company’s leases, see Note 15 to the Company’s consolidated financial statements.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeITEM 3. 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 effect on the Company’s financial condition, results of operations or cash flow. ITEM 4.
Biggest changeITEM 3. LEGAL PROCEEDINGS From time to time, we may be subject to legal proceedings and claims in the ordinary course of business. The Company does not believe that any such legal proceedings and claims pending against the Company would have a material adverse effect on our financial position and results of operations. ITEM 4.
MINE SAFETY DISCLOSURES Not applicable. 16 Table of Contents PART II Item 5, 6 PART II
MINE SAFETY DISCLOSURES Not applicable. 22 Table of Contents PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe following lists the repurchase of Company shares as of December 31, 2023: Total Number of shares Maximum number purchased as part of a of shares that may publicly announced Average Price Total Price yet be purchased under Fiscal Period plan or program (1) (2) Paid per Share ($) Paid $ the plan or program Beginning Balance 1,000,000 May 1 - 31, 2023 17,029 6.73 114,623 982,971 June 1 - 30, 2023 10,392 7.72 80,201 972,579 August 1 - 31, 2023 197,210 5.70 1,123,532 775,369 November 1 - 30, 2023 96,089 4.01 385,547 679,280 December 1 - 31, 2023 95,253 4.74 451,146 584,027 Total 415,973 $ 5.18 $ 2,155,049 584,027 (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 one million shares of the Company’s common stock.
Biggest changeIssuer Purchases of Equity Securities The following lists the repurchase of Company shares as of December 31, 2024: 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 Plans Balance as of January 1, 2024 415,973 $ 5.18 $ 2,155,049 584,027 January 1 - 31, 2024 59,417 4.52 268,569 524,610 February 1 - 29, 2024 56,343 4.53 255,195 468,267 March 1 - 31, 2024 85,580 4.46 381,382 382,687 April 1 - 30, 2024 30,891 4.66 143,840 351,796 May 1 - 31, 2024 37,672 4.65 175,257 314,124 June 1 - 30, 2024 83,526 4.74 396,242 230,598 July 1 - 31, 2024 75,326 4.87 367,144 155,272 August 1 - 31, 2024 51,353 4.98 255,633 103,919 September 1 - 30, 2024 20,516 5.15 105,733 83,403 October 1 - 31, 2024 11,787 5.25 61,905 71,616 November 1 - 30, 2024 546 5.26 2,874 71,070 December 1 - 31, 2024 71,070 Balance as of December 31, 2024 928,930 $ 4.92 $ 4,568,823 71,070 (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 one million shares of the Company’s Common Stock.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES MARKET AND STOCKHOLDERS The Company’s Common Stock is traded on the Exchange, under the symbol “ELA.” As of March 15, 2024, we had 257 record holders of our Common Stock.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES Trading Symbol for Common Stock The Company’s Common Stock is traded on the NYSE American Exchange, under the symbol “ELA.” Holders of Record As of March 17, 2024, we had 217 record holders of our Common Stock.
(2) The stock repurchase program was publicly announced on May 3, 2023, and expires March 31, 2026. Repurchases under the stock repurchase program began on May 10, 2023.
(2) The stock repurchase program was publicly announced on May 3, 2023, and expires March 31, 2026.
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SHARE REPURCHASES AND DIVIDENDS Envela has not declared any dividends with respect to Common Stock. Management’s intent is to retain all current earnings to finance future growth; accordingly, management is not anticipating that cash or other dividends will be paid to the Company’s shareholders of Common Stock in the near future.
Added
Dividends The Company has not paid any cash dividends on its Common Stock to date. The payment of cash dividends in the future will be dependent upon the Company’s revenues and earnings, capital requirements, and general financial condition. The payment of any cash dividends will be within the discretion of the Company’s Board at such time.
Removed
Unregistered Sales of Equity Securities On March 14, 2023, a stock repurchase program was unanimously approved by the Company’s Board of Directors (the “Board”), that gave management authorization to purchase up to one million (1,000,000) shares of the Company’s stock, at a per-share price not to exceed $9, on the open market. The plan expires on March 31, 2026.
Added
In addition, the Company is not currently contemplating and does not anticipate declaring any stock dividends in the foreseeable future as it is currently expected that available cash resources will be utilized in connection with our ongoing operations, capital expenditures, and growth initiatives.
Added
Repurchases under the stock repurchase plan began on May 10, 2023. 23 Table of Contents 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 6. [RESERVED] ​

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

16 edited+79 added76 removed1 unchanged
Biggest changeFor the Years Ended December 31, 2023 December 31, 2022 Consumer Commercial Consolidated Consumer Commercial Consolidated Revenue: Sales $ 129,413,669 $ 42,260,419 $ 171,674,088 $ 131,107,433 $ 51,578,421 $ 182,685,854 Cost of goods sold 113,765,111 16,252,447 130,017,558 114,872,994 22,985,774 137,858,768 Gross profit 15,648,558 26,007,972 41,656,530 16,234,439 28,592,647 44,827,086 Expenses: Selling, general and administrative expenses 10,640,840 20,896,837 31,537,677 8,762,432 20,668,291 29,430,723 Depreciation and amortization 325,227 1,036,837 1,362,064 410,759 1,041,075 1,451,834 10,966,067 21,933,674 32,899,741 9,173,191 21,709,366 30,882,557 Operating income 4,682,491 4,074,298 8,756,789 7,061,248 6,883,281 13,944,529 Other income/expense : Other income 83,806 643,976 727,782 61,686 857,005 918,691 Interest expense 192,393 270,808 463,201 244,202 239,491 483,693 (108,587 ) 373,168 264,581 (182,516 ) 617,514 434,998 Income before income taxes 4,573,904 4,447,466 9,021,370 6,878,732 7,500,795 14,379,527 Income tax expense (benefit) 927,157 946,761 1,873,918 (1,426,697 ) 117,091 (1,309,606 ) Income from continuing operations $ 3,646,747 $ 3,500,705 $ 7,147,452 $ 8,305,429 $ 7,383,704 $ 15,689,133 Selling, General and Administrative Year Ended December 31, Change 2023 2022 Amount % Selling, General and Administrative Consolidated $ 31,537,677 $ 29,430,724 $ 2,106,953 7 % Consumer ( f/k/a DGSE) $ 10,640,840 $ 8,762,432 $ 1,878,408 21 % Commercial (f/k/a ECHG) $ 20,896,837 $ 20,668,292 $ 228,545 1 % SG&A expenses increased by $2,106,953, or 7%, in Fiscal 2023 to $31,537,677, as compared to $29,430,724 during Fiscal 2022.
Biggest changeComparison of the Years Ended December 31, 2024 and 2023 The following table depicts our disaggregated consolidated statements of income for the years ended December 31, 2024 and 2023: Year Ended December 31, 2024 2023 Consumer Commercial Consolidated % of Sales (1) Consumer Commercial Consolidated % of Sales (1) Sales $ 130,469,468 $ 49,906,761 $ 180,376,229 100.0 % $ 129,413,669 $ 45,850,157 $ 175,263,826 100.0 % Cost of goods sold 114,587,598 21,472,844 136,060,442 75.4 % 113,765,111 19,842,185 133,607,296 76.2 % Gross margin 15,881,870 28,433,917 44,315,787 24.6 % 15,648,558 26,007,972 41,656,530 23.8 % Expenses: Selling, general and administrative 15,211,970 19,393,162 34,605,132 19.2 % 10,640,840 20,896,837 31,537,677 18.0 % Depreciation and amortization 524,510 1,027,264 1,551,774 0.9 % 325,227 1,036,837 1,362,064 0.8 % Total operating expenses 15,736,480 20,420,426 36,156,906 20.1 % 10,966,067 21,933,674 32,899,741 18.8 % Operating income 145,390 8,013,491 8,158,881 4.5 % 4,682,491 4,074,298 8,756,789 5.0 % Other income (expense): Other income 104,561 933,121 1,037,682 0.6 % 83,806 643,976 727,782 0.4 % Interest expense (228,792) (218,591) (447,383) (0.2) % (192,393) (270,808) (463,201) (0.3) % Income before income taxes 21,159 8,728,021 8,749,180 4.9 % 4,573,904 4,447,466 9,021,370 5.1 % Income tax expense (4,818) (1,987,303) (1,992,121) (1.1) % (927,157) (946,761) (1,873,918) (1.1) % Net income $ 16,341 $ 6,740,718 $ 6,757,059 3.8 % $ 3,646,747 $ 3,500,705 $ 7,147,452 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.
GAAP”) principles. The preparation of these financial statements requires our management to make judgments and estimates that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported revenue generated, and expenses incurred during the reporting periods.
The preparation of these financial statements requires our management to make judgments and estimates that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported revenue generated, and expenses incurred during the reporting periods.
GAAP Financial Measures In this management’s 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 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.
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 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.
Prior year comparisons for 2023 and 2022, are included in “Part II, Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the fiscal years ended December 31, 2023 and 2022.
Prior year comparisons for 2023 and 2022, are included in “Part II. Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the fiscal years ended December 31, 2023 and 2022, which was filed with the SEC on March 21, 2024.
Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Annual Report, particularly in the section titled “Risk Factors.” Our historical results are not necessarily indicative of the results that may be expected for any period in the future.
Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Annual Report, particularly in the section titled “Risk Factors.” Our historical results are not necessarily indicative of the results that may be expected for any period in the future. Refer to Cautionary Note Regarding Forward-Looking Statements on page 4 for further details.
Actual results may differ from these judgments and estimates under different assumptions or conditions and any such differences may be material. Our significant accounting policies are fully described in Note 1 of the consolidated financial statements. References to fiscal years below are denoted with the word “Fiscal” and the associated year.
Actual results may differ from these judgments and estimates under different assumptions or conditions and any such differences may be material. References to fiscal years herein are denoted with the word “Fiscal” and the associated year. See Note 3 Accounting Policies and Estimates for further details.
Because 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 business strategies and for business planning purposes. EBITDA may not be comparable to similarly titled metrics of other companies.
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 discussion of our financial condition and results of operations should be read together with our financial statements and related notes and other financial information included in this Annual Report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements.
The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements.
The Company has 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. The Company leases certain of its facilities under operating leases.
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 We regularly identify growth opportunities and business optimizations that require capital deployment.
Such fluctuations, particularly with respect to gold, which accounts for a majority of the merchandise costs, can have a significant impact on earnings and cash availability. 18 Table of Contents PART II Items 7 Critical Accounting Policies and Estimates Our management’s discussion and analysis of our financial condition and results of operations is based on our financial statements, which have been prepared in accordance with United States generally accepted accounting (“U.S.
Critical Accounting Policies and Estimates Our discussion and analysis of our financial condition and results of operations is based on our financial statements, which have been prepared in accordance with United States Generally Accepted Accounting Principles (“U.S. GAAP”).
Depreciation and Amortization expense for the Commercial segment decreased by $4,238, or less than 1% in Fiscal 2023 as compared to Fiscal 2022.
Commercial Segment Depreciation and amortization expense in the commercial segment decreased by $9,573, or 0.9%, during the year ended December 31, 2024, to $1,027,264, as compared to $1,036,837 during the same period in Fiscal 2023.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS CAUTIONARY STATEMENT REGARDING RISKS AND UNCERTAINTIES THAT MAY AFFECT FUTURE RESULTS Please see the section of this Form 10-K entitled “Note About Forward-Looking Statements” on page 3.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Cautionary Statement Regarding Risks and Uncertainties that May Affect Future Results The following discussion of our financial condition and results of operations should be read together with our financial statements and related notes and other financial information included in this Annual Report.
EBITDA means earnings before interest expense, other (income) expense, net, income tax expense, and depreciation and amortization. EBITDA is a non-U.S. GAAP measure and should not be considered as an alternative to the presentation of net income or any other measure of financial performance calculated and presented in accordance with U.S. GAAP.
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. 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.
The minimum rental commitments under non-cancellable operating leases as of December 31, 2023 are as follows: Operating Leases Total 2024 2025 2026 2027 Thereafter Consumer $ 1,391,802 $ 552,414 $ 434,274 $ 355,000 $ 50,114 $ - Commercial 3,225,206 1,396,129 1,321,297 474,326 33,454 - Total $ 4,617,008 $ 1,948,543 $ 1,755,571 $ 829,326 $ 83,568 $ - Off-Balance Sheet Arrangements There are no 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 shareholders.
Off-Balance Sheet Arrangements There are no 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 are material to our shareholders. ITEM 7A.
The interest expense for the commercial segment increased by $31,317 or 13%, in Fiscal 2023 as compared to Fiscal 2022. The increase is primarily due to the interest expense on the note for the corporate headquarters was fully allocated to the commercial segment during Fiscal 2023.
Consumer Segment Interest expense in the consumer segment increased by $36,399, or 18.9%, during the year ended December 31, 2024, to $228,792, as compared to $192,393 during the same period in Fiscal 2023. The change was primarily attributed to the impact of the allocation of corporate interest expense.
The increase in SG&A was primarily due to an increase in payroll and payroll related expenses of approximately $217,000. 24 Table of Contents PART II Items 7 Depreciation and Amortization Year Ended December 31, Change 2023 2022 Amount % Depreciation and Amortization Consolidated $ 1,362,064 $ 1,451,834 $ (89,770 ) -6 % Consumer ( f/k/a DGSE) $ 325,227 $ 410,759 $ (85,532 ) -21 % Commercial (f/k/a ECHG) $ 1,036,837 $ 1,041,075 $ (4,238 ) 0 % Depreciation and amortization expense decreased by $89,770, or 6%, in Fiscal 2023 to $1,362,064, as compared to $1,451,834 during Fiscal 2022.
Depreciation and Amortization Year Ended December 31, Change 2024 2023 Amount % Consolidated $ 1,551,774 $ 1,362,064 $ 189,710 13.9 % % of consolidated sales 0.9 % 0.8 % Consumer $ 524,510 $ 325,227 $ 199,283 61.3 % % of consumer sales 0.4 % 0.3 % Commercial $ 1,027,264 $ 1,036,837 $ (9,573) (0.9) % % of commercial sales 2.1 % 2.3 % Consolidated Depreciation and amortization expense increased by $189,710, or 13.9%, during the year ended December 31, 2024, to $1,551,774, as compared to $1,362,064 during the same period in Fiscal 2023.
Removed
Overview We are enabling a better world through the circular economy; by empowering buyers and sellers to extend the useful lives of specialty and durable goods; and by seizing retail, recycling, and reverse-logistics supply-chain opportunities. Envela is a diverse re-commerce company that manages its business through two segments. Its commercial-services segment, and its direct-to-consumer segment.
Added
Introduction This section includes a discussion of our operations for the years ended December 31, 2024, and December 31, 2023. 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.
Removed
Envela reports its revenue and operating expenses based on these two operating segments, with revenue for each operating segment, being presented as resale and recycle. We also include segment information in the notes too our financial statements. For more information, see “Item 1. Business—Operating Segments” above. A list of the company’s significant subsidiaries is presented in Exhibit 21.2.
Added
Economic Conditions The U.S. and other world economies are currently experiencing high interest rates and high 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.
Removed
Key Economic Factors and Trends Affecting the Markets in Which We Operate Commercial Business Drivers and Impacts The commercial segment includes Echo, ITAD USA, CEX, Avail and Teladvance, through which it primarily buys and resells or recycles consumer electronic components and IT equipment.
Added
As 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.
Removed
Echo focuses on end-of-life electronics recycling and also offers disposal transportation and product tracking, ITAD USA provides IT equipment disposition including compliance and data sanitization services, and Teladvance, CEX and Avail operate as value-added resellers by providing offerings and services to companies looking to either upgrade capabilities or dispose of equipment.
Added
These economic cycles may from time to time require the business to utilize its line of credit or seek additional capital. 24 Table of Contents There can be no assurance that the measures we have adopted will be successful in mitigating the aforementioned risks.
Removed
Like the consumer segment, the commercial segment also maintains relationships with refiners or recyclers to which it sells extracted valuable materials from electronics and IT equipment that are not appropriate for resale or reuse. The electronic disposition and recycling industry is fragmented in the United States. Certain parts of the commercial segment comes from a limited number of partners.
Added
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.
Removed
The used electronics processing business is subject to cyclical fluctuations based upon product availability, promotions, seasonality, and supply chain constraints. In our commercial segment, we compete primarily on price and on the services, we provide to clients. The price offered for devices is the principle competitive factor in acquiring material from generators.
Added
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.
Removed
Generators of material may also consider factors other than price, such as logistics costs, timely removal, customized reports, the ability to service multiple locations, insurance coverage, and the buyer’s financial strength. For additional information regarding ECHG, see “Item 1. Business—Operating Segments—Commercial Segment” and See “Item 1A.
Added
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.
Removed
Risk Factors—Our revenues and profits may decline if we are unable to maintain relationships with significant clients or renew contracts with them on favorable terms”. Consumer Precious Metals Pricing and Business Impact The Company is exposed to various market risks. Market risk is the potential loss arising from the adverse changes in market prices and rates.
Added
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.
Removed
The nature of the consumer segment operations results in exposure to fluctuations in commodity prices, specifically diamonds, platinum, gold and silver. The Company does not currently use derivatives to hedge these risks. As a significant portion of our inventory and sales involve gold and jewelry, financial results can be influenced by the market price of gold and diamonds.
Added
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.
Removed
The retail sales and gross margin could be materially impacted if prices of diamonds, platinum, gold, or silver rise so significantly that consumer behavior changes or if price increases cannot be passed onto customers.
Added
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.
Removed
Because the consumer segment buys and resells precious metals, it is impacted by fluctuations and changes in precious-metal pricing which rises and falls based upon global supply and demand dynamics, with the greatest impact relating to gold as it represents a significant portion of the precious-metal in which it trades.
Added
We are proud of our role in supporting a circular economy through 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.
Removed
While our significant accounting policies are more fully described in Note 1—Summary of Significant Accounting Policies, we believe that the accounting estimates discussed below relate to the more significant areas involving management’s judgments and estimates. Inventories DGSE inventory is valued at the lower of cost or net realizable value (“NRV”).
Added
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.
Removed
We acquire a majority of our inventory from individual customers, including pre-owned jewelry, watches, bullion, rare coins and monetary collectibles. We acquire these items based on our own internal estimate of the fair value of the items at the time of purchase.
Added
Our production facilities are capable of managing the expansion of existing relationships and consolidation of acquisition targets within relative geographic proximity into our existing facilities. Changes in Disclosure of Results of Operations The Company previously disaggregated revenue and gross margin by resale and recycle for each segment within the results of operations.
Removed
We consider factors such as the current spot market price of precious metals and current market demand for the items being purchased. DGSE supplements these purchases from individual customers with inventory purchased from wholesale vendors. These wholesale purchases can take the form of full asset purchases, or consigned inventory.
Added
The Company’s revenue and gross margin are now comprised of more diverse revenue and gross margin streams associated with service offerings and as such to continue reporting under the prior disclosure methodology would be less representative of how the business operates.
Removed
Consigned inventory is accounted for on our balance sheet with a fully offsetting contra account so that 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.
Added
The Company believes that this change has no material impact on the interpretation of our results of operations. 25 Table of Contents Non-U.S.
Removed
Because the overall market value for precious metals regularly fluctuates, these fluctuations could have either a positive or negative impact on the value of our inventory and could positively or negatively impact our profitability. We monitor these fluctuations to evaluate any necessary impairment to inventory. The Echo inventory principally includes processed and unprocessed electronic scrap materials.
Added
The following table provides a reconciliation of net income to Adjusted EBITDA for the years ended December 31, 2024 and 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2024 ​ 2023 ​ Consumer Commercial Consolidated Consumer Commercial Consolidated Adjusted EBITDA Reconciliation: ​ ​ ​ ​ ​ Net income ​ $ 16,341 ​ $ 6,740,718 ​ $ 6,757,059 ​ $ 3,646,747 ​ $ 3,500,705 ​ $ 7,147,452 Addition (deduction): ​ ​ ​ ​ ​ ​ ​ Depreciation and amortization ​ 524,510 ​ 1,027,264 ​ 1,551,774 ​ 325,227 ​ 1,036,837 ​ 1,362,064 Other income ​ (104,561) ​ (933,121) ​ (1,037,682) ​ (83,806) ​ (643,976) ​ (727,782) Interest expense ​ 228,792 ​ 218,591 ​ 447,383 ​ 192,393 ​ 270,808 ​ 463,201 Income tax expense ​ 4,818 ​ 1,987,303 ​ 1,992,121 ​ 927,157 ​ 946,761 ​ 1,873,918 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 669,900 ​ $ 9,040,755 ​ $ 9,710,655 ​ $ 5,007,718 ​ $ 5,111,135 ​ $ 10,118,853 ​ Net Cash Net Cash is defined as the difference between (i) cash and cash equivalents and (ii) the sum of debt obligations.
Removed
The value of the material is derived from recycling the precious and other scrap metals included in the scrap. The processed and unprocessed materials are carried at the lower of the average cost of the material during the month of purchase or NRV. The in-transit material is carried at lower of cost or NRV using the retail method.
Added
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.
Removed
Under the retail method the valuation of the inventory at cost and the resulting gross margins are calculated by applying a cost to retail ratio to the retail value of the inventory.
Added
The following table depicts the Company’s Net Cash: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ 2024 2023 ​ ​ ​ ​ ​ ​ ​ Total cash ​ $ 20,609,003 ​ $ 17,853,853 Less: debt obligations ​ (13,522,179) ​ (14,933,491) ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 7,086,824 ​ $ 2,920,362 ​ ​ 26 Table of Contents Results of Operations The results of operations should be read in conjunction with our financial statements and notes included elsewhere in the Annual Report.
Removed
For the year ended December 31, 2023, we have not identified critical accounting estimates that involve a significant level of estimation uncertainty and would have a material impact on our results. Refer to our significant accounting policies are more fully described in Note 1—Summary of Significant Accounting Policies.
Added
Any reference in this Annual Report to a “year-over-year” change is to the relevant comparison between activity from each twelve-month period ended December 31, 2024 and 2023.
Removed
Recent Accounting Pronouncements See Note 1, “Accounting Policies and Nature of Operations” to our financial statements included this Annual Report on Form 10-K for recently issued accounting pronouncements not yet adopted as of the date of this Annual Report on Form 10-K. Use of Non-U.S.
Added
Due to rounding, the percentages presented may not add up precisely to the totals provided. 27 Table of Contents The individual segments reported the following for the years ended December 31, 2024 and 2023: Sales ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ Change ​ 2024 2023 Amount % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Consolidated ​ $ 180,376,229 ​ $ 175,263,826 ​ $ 5,112,403 2.9 % % of consolidated sales ​ 100.0 % 100.0 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Consumer ​ $ 130,469,468 ​ $ 129,413,669 ​ $ 1,055,799 0.8 % % of consumer sales ​ 100.0 % 100.0 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Commercial ​ $ 49,906,761 ​ $ 45,850,157 ​ $ 4,056,604 8.8 % % of commercial sales ​ 100.0 % 100.0 % ​ ​ Consolidated Sales increased by $5,112,403, or 2.9%, during the year ended December 31, 2024, to $180,376,229, as compared to $175,263,826 during the same period in Fiscal 2023.
Removed
See the reconciliation of net income to EBITDA, in Non-U.S. GAAP Financial Measures below. 19 Table of Contents PART II Items 7 Non-U.S. GAAP Financial Measures EBITDA is a key performance measure that our management uses to assess our operating performance.
Added
Consumer Segment Sales in the consumer segment increased by $1,055,799, or 0.8%, during the year ended December 31, 2024, to $130,469,468, as compared to $129,413,669 during the same period in Fiscal 2023.
Removed
The following table provides a reconciliation of net income to EBITDA: For the Years Ended December 31, 2023 2022 Consumer Commercial Consolidated Consumer Commercial Consolidated EBITDA Reconciliation: Net Income $ 3,646,747 $ 3,500,705 $ 7,147,452 $ 8,305,429 $ 7,383,704 $ 15,689,133 Add (deduct): Depreciation and amortization 325,227 1,036,837 1,362,064 410,759 1,041,075 1,451,834 Interest expense 192,393 270,808 463,201 244,202 239,491 483,693 Income tax expense (benefit) 927,157 946,761 1,873,918 (1,426,697 ) 117,091 (1,309,606 ) EBITDA $ 5,091,524 $ 5,755,111 $ 10,846,635 $ 7,533,693 $ 8,781,361 $ 16,315,054 Starting December 31, 2023, the EBITDA Reconciliation presentation has been revised to align with the Company’s performance. 20 Table of Contents PART II Items 7 Results of Operations The results of operations presented below should be reviewed in conjunction with the financial statements and notes included elsewhere in the Annual Report.
Added
The change was primarily attributed to stronger sales of scrap grade precious metals inventory which were more pronounced in the third and fourth quarters of Fiscal 2024, which was offset by softer market conditions for bullion that was most prevalent in the first and second quarters of Fiscal 2024; which also impacted store performance.
Removed
Year-over-year discussion and analysis of the line-item revenue and expenses within the consolidated income statement are included below for 2023 and 2022.
Added
Our sales of scrap grade precious metals were favorably impacted by exceptional inbound material flow from our in-store buying programs. While Fiscal 2024 produced favorable movements in the spot price of gold it was not sufficient to offset the impact of lower bullion demand.
Removed
The following tables set forth our results of operations and such data as a percentage of revenue and gross profit for the periods presented: For the Years Ended December 31, 2023 December 31, 2022 Revenues Gross Profit Margin Revenues Gross Profit Margin Consumer Resale $ 117,918,242 12,691,309 10.8 % $ 122,468,154 14,240,795 11.6 % Recycled 11,495,427 2,957,249 25.7 % 8,639,279 1,993,644 23.1 % Subtotal 129,413,669 15,648,558 12.1 % 131,107,433 16,234,439 12.4 % Commercial Resale 31,615,587 20,068,156 63.5 % 39,747,631 22,119,853 55.7 % Recycled 10,644,832 5,939,816 55.8 % 11,830,790 6,472,794 54.7 % Subtotal 42,260,419 26,007,972 61.5 % 51,578,421 28,592,647 55.4 % $ 171,674,088 $ 41,656,530 24.3 % $ 182,685,854 $ 44,827,086 24.5 % Comparison of 2023 and 2022 Resale Revenue Year Ended December 31, Change 2023 2022 Amount % Resale Revenue Consolidated $ 149,533,829 $ 162,215,785 $ (12,681,956 ) -8 % Consumer ( f/k/a DGSE) $ 117,918,242 $ 122,468,154 $ (4,549,912 ) -4 % Commercial (f/k/a ECHG) $ 31,615,587 $ 39,747,631 $ (8,132,044 ) -20 % Resale revenue decreased by $12,681,956, or 8%, in Fiscal 2023 to $149,533,829, as compared to $162,215,785 during Fiscal 2022.
Added
Commercial Segment Sales in the commercial segment increased by $4,056,604, or 8.8%, during the year ended December 31, 2024, to $49,906,761, as compared to $45,850,157 during the same period in Fiscal 2023.
Removed
The individual segments reported the following: Resale revenue related to the consumer segment, decreased by $4,549,912, or 4% in Fiscal 2023 as compared to Fiscal 2022. Resale revenue, such as bullion, jewelry, watches and rare coins, decreased primarily due to a general volatility in precious metal commodity prices during 2023 as compared to 2022.
Added
The change was primarily attributed to the favorable performance from almost all of our verticals with the most significant being the sale of personal technology assets and sales generated through our ITAD business.
Removed
Resale revenue related to the commercial segment, decreased by $8,132,044, or 20%, in Fiscal 2023 as compared to Fiscal 2022.
Added
While the sales of electronic scrap grades and associated recoveries were strong through to the third quarter of Fiscal 2024 they dropped off in the fourth quarter resulting in relative parity to Fiscal 2023.
Removed
Resale revenue decreased primarily due to the reduced demand of our hard drives. 21 Table of Contents PART II Items 7 Recycled Revenue Year Ended December 31, Change 2023 2022 Amount % Recycled Revenue Consolidated $ 22,140,259 $ 20,470,069 $ 1,670,190 8 % Consumer ( f/k/a DGSE) $ 11,495,427 $ 8,639,279 $ 2,856,148 33 % Commercial (f/k/a ECHG) $ 10,644,832 $ 11,830,790 $ (1,185,958 ) -10 % Recycled revenue increased by $1,670,190 or 8%, in Fiscal 2023 to $22,140,259, as compared to $20,470,069 during Fiscal 2022.
Added
Electronic scrap grade sales were primarily impacted by inbound material flows from a single customer’s shipping schedule in the fourth quarter of Fiscal 2024. 28 Table of Contents Cost of Goods Sold ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, Change ​ ​ 2024 2023 Amount % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Consolidated ​ $ 136,060,442 ​ $ 133,607,296 ​ $ 2,453,146 1.8 % % of consolidated sales ​ 75.4 % 76.2 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Consumer ​ $ 114,587,598 ​ $ 113,765,111 ​ $ 822,487 0.7 % % of consumer sales ​ 87.8 % 87.9 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Commercial ​ $ 21,472,844 ​ $ 19,842,185 ​ $ 1,630,659 8.2 % % of commercial sales ​ 43.0 % 43.3 % ​ ​ Consolidated Cost of goods sold increased by $2,453,146, or 1.8%, during the year ended December 31, 2024, to $136,060,442, as compared to $133,607,296 during the same period in Fiscal 2023.
Removed
The individual segments reported the following: Recycled revenue related to the consumer segment, increased by $2,856,148, or 33% in Fiscal 2023 as compared to Fiscal 2022. The increase in recycled revenue is primarily due to the volatility in commodity prices that forced the scaping of inventory that would have usually been sold in the retail stores.
Added
Consumer Segment Cost of goods sold in the consumer segment increased by $822,487, or 0.7%, during the year ended December 31, 2024, to $114,587,598, as compared to $113,765,111 during the same period in Fiscal 2023.
Removed
Recycled revenue related to the commercial segment, decreased by $1,185,958, or 10% in Fiscal 2023 as compared to Fiscal 2022. The decrease in recycled revenue is primarily due to a reduced level of inventory purchased.
Added
The change was primarily attributed to the aforementioned increase in sales attributed to lower margin scrap grade precious metals, which were more pronounced in the third and fourth quarters of Fiscal 2024.
Removed
Resale-Cost of Goods Sold Year Ended December 31, Change 2023 2022 Amount % COGS - Resale Consolidated $ 116,774,364 $ 125,855,137 $ (9,080,773 ) -7 % Consumer ( f/k/a DGSE) $ 105,226,933 $ 108,227,359 $ (3,000,426 ) -3 % Commercial (f/k/a ECHG) $ 11,547,431 $ 17,627,778 $ (6,080,347 ) -34 % Starting December 31, 2023, the cost of goods sold, for both resale and recycled revenue, is added to our results of operations for comparison purposes.
Added
These sales allowed the consumer segment to reduce its inventory position from an intra-year high of $27,866,050 as of September 30, 2024 to $23,973,333 as of December 31, 2024. Cost of goods sold as a percent of sales was 87.8% during the year ended December 31, 2024, as compared to 87.9% during the year ended December 31, 2023.
Removed
Resale cost of goods sold decreased by $9,080,773, or 7%, in Fiscal 2023 to $116,774,364, as compared to $125,855,137 during Fiscal 2022. The individual segments reported the following: Resale cost of goods sold related to the consumer segment, decreased by $3,000,426, or 3% in Fiscal 2023 as compared to Fiscal 2022.
Added
The change was primarily attributed to the product mix, as the relief of inventory associated with lower margin scrap grade precious metals and bullion was almost fully offset by higher margin luxury goods.
Removed
The decrease in the resale cost of goods sold is primarily due to the decrease in resale revenue of 3% in Fiscal 2023 as compared to Fiscal 2022. Resale cost of goods sold related to the commercial segment decreased by $6,080,347, or 34% in Fiscal 2023 as compared to Fiscal 2022.
Added
Commercial Segment Cost of goods sold in the commercial segment increased by $1,630,659, or 8.2%, during the year ended December 31, 2024, to $21,472,844, as compared to $19,842,185 during the same period in Fiscal 2023.

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