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What changed in Envela Corp's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Envela Corp's 2024 and 2025 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 2025 report.

+350 added−245 removedSource: 10-K (2026-03-18) vs 10-K (2025-03-26)

Top changes in Envela Corp's 2025 10-K

350 paragraphs added · 245 removed · 204 edited across 6 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeTwo key safety performance indicators that we monitor are total recordable injury frequency rate (“TRIFR”) and total lost time injury frequency rate (“LTIFR”). ​ 11 Table of Contents The following chart depicts our TRIFR for the past 5 fiscal years: ​ (1) Number of injuries per 200,000 hours worked. ​ The following chart depicts our LTIFR for the past 5 fiscal years: ​ ​ (1) Number of injuries per 200,000 hours worked. ​ GOVERNMENT REGULATIONS We use our best efforts to ensure compliance with federal, state, and local laws and regulations, including but not limited to those pertaining to environmental matters, consumer protection, consumer privacy, data protection, waste disposal, truth in advertising, employment, health and safety, building and occupancy codes, metal theft, and AML laws.
Biggest changeThe following chart depicts our TRIFR and LTIFR for the past 5 fiscal years: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal ​ ​ 2021 ​ 2022 ​ 2023 ​ 2024 ​ 2025 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ TRIFR ​ 1.9 ​ 1.0 ​ 0.3 ​ 0.6 ​ 1.0 LTIFR ​ 0.9 ​ 1.0 ​ — ​ 0.3 ​ — (1) Number of injuries per 200,000 hours worked. ​ GOVERNMENT REGULATIONS We use our best efforts to ensure compliance with federal, state, and local laws and regulations, including, but not limited to, those pertaining to the sale of products, environmental matters, consumer protection, consumer privacy, data protection, waste disposal, truth in advertising, labor and employment, employee wages and benefits, health and safety, building and occupancy codes, metal theft, financial reporting and disclosure, public accommodations, and AML laws.
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.
ITEM 1. BUSINESS OVERVIEW ​ Envela is a leading provider of recommerce and recycling 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.
Safety We work to continuously improve all aspects of our safety performance. Our approach to safety is proactive and focuses on active leadership, engagement, risk and hazard identification, training, and verifying controls associated with operating equipment and material handling processes are being adhered to. We also track safety performance using industry-standard metrics.
Safety We work to continuously improve all aspects of our safety performance programs. Our approach to safety is proactive and focuses on active leadership, engagement, risk and hazard identification, training, and verifying controls associated with operating equipment and material handling processes are being adhered to. We also track safety performance using industry-standard metrics.
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.
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 processing facilities.
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.
We believe inclusiveness fosters a collaborative culture that allows 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.
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.
In Fiscal 2024, we rapidly expanded our brick-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.
None of our employees are represented by a labor union or covered by a collective bargaining agreement. In Fiscal 2024 and 2023, we employed 309 and 289 persons, respectively. Ethics and Compliance At every level of our Company, we work to create a culture that inspires trust among our employees, with our customers, and in the communities we serve.
None of our employees are represented by a labor union or covered by a collective bargaining agreement. In Fiscal 2025 and 2024, we employed 276 and 309 persons, respectively. Ethics and Compliance At every level of our Company, we work to create a culture that inspires trust among our employees, with our customers, and in the communities we serve.
If we violate any of these laws or regulations, we may be subject to civil or potentially criminal prosecution which may result in the imposition of fines and penalties, or cessation of business activities. As a result of business expansion and ever-changing regulatory environments, the past amounts expended to maintain compliance may not be indicative of future requirements.
If we violate any of these laws or regulations, we may be subject to civil or potentially criminal prosecution, which may result in fines, penalties, or the cessation of business activities. As a result of business expansion and ever-changing regulatory environments, the past amounts 13 Table of Contents expended to maintain compliance may not be indicative of future requirements.
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.
Our sales of outright precious metals to refiners and of diamonds and gemstones to wholesalers take place at near-spot market values and, as such, are not subject to peer competition but are affected by macroeconomic conditions in their respective markets. All our products are sourced domestically.
Securities and Exchange Commission (“SEC”). We are subject to the informational requirements of the Exchange Act and file or furnish reports, proxy statements, and other information with the SEC.
We are subject to the informational requirements of the Exchange Act and file or furnish reports, proxy statements, and other information with the SEC.
The laws and 12 Table of Contents regulations to which we are subject to include requirements to obtain permits, approvals, licenses or other governmental authorizations to engage in new business or maintain our existing operations.
The laws and regulations to which we are subject include requirements to obtain permits, approvals, licenses, or other governmental authorizations to engage in new business or maintain our existing operations.
We also believe that ethics and compliance allow us to be a business partner of choice as we are entrusted to substantiate value and authenticity in our consumer segment, while our commercial segment ensures technology assets are responsibly disposed of or reintroduced into the marketplace by our client’s protocols and applicable laws.
We also believe that ethics and compliance enable us to be a business partner of choice, as we are entrusted to substantiate value and authenticity in our consumer segment, while our commercial segment ensures that technology assets are responsibly disposed of or reintroduced into the marketplace in accordance with our clients’ protocols and applicable laws.
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.
Our core business lines focus on extending product lifespans by buying and selling goods in the secondary market. The Company is primarily comprised of two key operating and reportable segments: consumer and commercial. The consumer segment focuses on selling authenticated luxury goods, including pre-owned and repurposed fine jewelry, diamonds, gemstones, luxury watches, and secondary-market bullion.
In Fiscal 2024 and 2023, the commercial segment sold 12,837.7 and 12,862.4 metric tons of electronic scrap containing base and precious metals and other saleable materials destined for new products, respectively. 10 Table of Contents HUMAN CAPITAL RESOURCES We are part of a diverse global community, and we aim to reflect that diversity within our team and values.
In Fiscal 2025 and 2024, the commercial segment sold 9,158.5 and 12,837.7 metric tons of electronic scrap containing base and precious metals, as well as other saleable materials, destined for new products, respectively. 12 Table of Contents HUMAN CAPITAL RESOURCES We are part of a diverse global community, and we aim to reflect that diversity within our team and values.
Our Common Stock is currently listed on the New York Stock Exchange (“NYSE”) American under the symbol "ELA." Our principal executive offices are located at 1901 Gateway Drive, Irving, Texas 75038 and our telephone number is (972) 587-4049. ​ AVAILABLE INFORMATION Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to reports filed pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended, are filed with the U.S.
Our Common Stock is currently listed on the NYSE American and NYSE Texas under the symbol “ELA.” Our principal executive offices are located at 1901 Gateway Drive, Irving, Texas 75038, and our telephone number is (972) 587-4049. ​ AVAILABLE INFORMATION Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to reports filed pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended, the “Exchange Act”), are filed with the SEC.
We continually monitor the status of laws and regulations and the impact any developments may have on financial condition and results of operations. Refer to Item 1A. Risk Factors for further details. CORPORATE INFORMATION We were incorporated in Nevada in September 1965.
We continually monitor the status of laws and regulations and their potential impact on our financial condition and results of operations. Refer to Item 1A. Risk Factors for further details. CORPORATE INFORMATION We were incorporated in Nevada in September 1965.
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.
Our ability to understand new market trends while also paying homage to the past with vintage pieces makes us the destination of choice for customers seeking sustainable, value-driven purchases of some of the world’s most iconic brands.
We empower employees to raise issues and concerns regarding compliance with our code of conduct, policies, and applicable laws by providing third-party and confidential reporting channels.
We empower employees to raise issues and concerns about compliance with our code of conduct, policies, and applicable laws through confidential, third-party reporting channels.
Such reports and other information filed by us with the SEC are available free of charge on our website at www.envela.com when such reports are available on the SEC's website. ​ We use our website as a means of disclosing material non-public information and for complying with our disclosure obligations under Regulation FD.
Such reports and other information filed by us with the SEC are available free of charge on our website at www.envela.com when such reports are available on the SEC's website. ​ We use our website to disclose material non-public information and to comply with our disclosure obligations under Regulation FD.
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.
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.
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.
Our sales of base- and precious-metal-laden materials are priced near spot market values and, as such, are not subject to peer competition but are inherently affected by macroeconomic conditions. The commercial segment’s business is also subject to both multi-year and spot transactions, with multi-year contracts potentially subject to cancellation on short notice.
The SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at www.sec.gov. ​ The contents of the websites referred to above are not incorporated into this filing. Our references to the URLs for these websites are intended to be inactive textual references only. ​
The SEC maintains a website at www.sec.gov that contains reports, proxies, and other information regarding issuers that file electronically with the SEC. ​ The contents of websites referred to within are not incorporated into this filing. Our references to the URLs of these websites are intended only as inactive textual references. ​
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.
Our outright sales of IT assets are primarily marketed through online channels, where our customers can compare like goods across a range of purveyors, with select IT assets also sold wholesale into international markets.
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.
In Fiscal 2025 and 2024, the commercial segment sold 921,480 and 1,267,632 individual units of secondary electronics and components, respectively, thereby extending their useful life.
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.
At the same time, the commercial segment provides solutions for ITAD and product returns, as well as the de-manufacturing of end-of-life electronic assets, the reclamation of base and precious metals, and other saleable materials.
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.
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, and other resale marketplaces.
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.
Competition Our competition is primarily in the inbound procurement of IT assets and commodities; however, we also face competition in the sale of IT assets to consumers. We compete for inbound products against large, diversified recyclers as well as other ITAD-specific companies.
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.
These fee-for-service relationships allow our business partners to outsource the management of testing and packaging of items for resale while maintaining custody of their inventory. MARKET Each of the Company’s reportable segments faces unique market conditions that affect its operations.
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.
Consumer Segment The consumer segment business experiences seasonality, with the Holiday Months typically experiencing the highest volumes of the year. However, seasonality is less pronounced than at traditional luxury goods retailers, as our business is underpinned by our wholesale precious metals and bullion business, which is driven by perceptions of global economic trends.
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.
We also provide product return services to retailers and global electronics manufacturers. 8 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.
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.
Commercial Segment We source products through various strategies, including trade-in programs, returns, buybacks, closeouts, and individuals and companies transitioning technologies. We extend the useful lives of IT assets, divert plastic and base-metal waste streams into recycled commodities, and provide precious metal-laden material for refining.
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.
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, as a result of our trade-in and product-returns business partners destocking following the Holiday Months. 11 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 and other stakeholders.
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.
Our electronics recycling business was originally founded in 2009 to meet the demand for responsible electronic waste disposal. We focus on adhering to regulations and industry standards to ensure proper de-manufacturing and recycling of electronic devices. Our approach prioritizes reclaiming and reusing materials, preventing them from ending up in landfills.
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.
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. The Company has long been associated with precious metals, trading silver since 1972 and gold since the repeal of the U.S. law limiting gold ownership in 1974.
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.
We can also deliver services throughout the U.S. and internationally, via our relationships with third-party providers. CYCLICALITY AND SEASONALITY Each of the Company’s reportable segments has aspects of cyclicality stemming from macroeconomic conditions, consumer behavior, and commodity markets, as well as seasonality within a given fiscal year.
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.
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. In Fiscal 2025 and 2024, the consumer segment sold 3.3 and 2.2 metric tons of refining-grade precious metals destined for new products, respectively.
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.
We are an environmentally conscious business, as we extend the useful life of technology and luxury hard assets and reduce mills' and refiners' reliance on sourcing materials from extractive industries. Community We aim to serve and strengthen the communities we operate in by repurposing dormant infrastructure, creating jobs, increasing the tax base, and selling sustainably sourced products.
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.
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. Commercial Segment ​ Our commercial segment operates in multiple sustainability verticals focused on the responsible disposition of end-of-life technology assets.
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.
Sustainability Sustainability is deeply rooted in our corporate strategy and instilled in our company values, as a business partner, employer, community member, and value creator for shareholders. 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.
These 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.
These 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 Opportunity Detailed below are the key underlying market dynamics that drive our product and service offerings, engagement strategies, and interactions in these markets: ​ Fine Jewelry Underpinning the fine jewelry market are changing consumer preferences.
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.
Personnel are dedicated to working with our business partners who are seeking to monetize their luxury hard assets due to changes in style, damage, financial need, or life events. Commercial Segment In Fiscal 2025, we experienced the full impact of greater diversification from business lines that required the outright procurement of technology to those involving fee-for-service, which strengthened our margins.
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.
Detailed below are significant business developments that impacted the fiscal years ending December 31, 2025 and 2024: Consumer Segment In Fiscal 2025, we continued our expansion by adding 1 store, marking the culmination of our initiative to open 7 stores.
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.
Energy Supply and Resource Consumption We continue to evaluate opportunities within our store operations, processing, and supply chains for opportunities to reduce our environmental footprint. In Fiscal 2025 and 2024, our consumption of electricity, natural gas, and water represented 0.2% and 0.3% of sales, respectively.
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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 commercial segment also provides detailed asset disposition data, enabling our business partners to address their sustainability goals and responsibilities to internal and external stakeholders.
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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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Fiscal 2025 was our diamond jubilee, marking 60 years of continuous operations and delivering value to stakeholders. While we look forward to the journey ahead, we remain grounded in our core principles of providing best-in-class service, upholding our sustainability principles, and evolving our business models to exceed the expectations of our discerning customers.
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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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During the year, we focused on optimizing the performance of our new stores while also maintaining strong engagement with business partners and customers throughout our business verticals and strategically planning for further growth opportunities.
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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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We also continued with our disciplined approach to cost containment. In Fiscal 2024, we completed our corporate-wide enterprise resource planning (“ERP”) system implementation, which enhanced reporting capabilities and business intelligence platforms, with a primary focus on our commercial segment. The fourth quarter saw an uptick in our fee-for-service relationships, a trend that carried into Fiscal 2025.
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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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Consumers are being drawn to sustainability-driven brands whose digital and brick-and-mortar buying experiences are fully aligned. We believe our brands offer a compelling buying option for consumers seeking exceptional value and sustainably driven luxury hard assets. We continue to seek opportunities to further build out our omnichannel marketing capabilities to enhance our buying and selling capabilities.
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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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We are passionate about our store aesthetics and providing a luxury retail store experience. Our stores are ideally located, secure, staffed with product and authentication experts, and provide access to the world’s most iconic 9 Table of Contents brands.
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Our primary interaction in the fine jewelry market centers on our in-store buying and selling experience, which provides an opportunity for business partners and customers to interact with product specialists to either value an asset for sale to us or find a piece that fits their style at their intended price point. ​ Gold and Silver Bullion The gold and silver bullion markets are driven by macroeconomic forces, geopolitical factors, and shifting investment paradigms that drive investors into safe-haven metals.
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While institutional investors drive large-scale transactions, retail investors participate through smaller-denomination transactions. Silver also provides a unique demand thesis as it is also utilized in industrial applications. Its demand in industrial applications is being driven by battery energy storage, AI-driven data centers, and electric vehicles.
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Our primary interaction in the bullion market is twofold: we provide feedstock to refiners via unset fine jewelry and through the buying and selling of secondary market bullion. Our bullion products are marketed through our stores and via our online platform. Luxury Watches The luxury watch market is driven by a continued rise in wealth, collectability, craftsmanship, and investment interest.
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Further, demand and pricing within the secondary market for luxury watches can be driven by limited availability. Our primary interaction in the luxury watch market revolves around our in-store buying and selling experience.
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Competition We operate in highly competitive markets in which our customers have significant choices and decision points regarding price, store location, merchandise quality, assortment and presentation, customer service, and promotional activity. Our customers seek to maximize the value of their purchases and fully evaluate the aforementioned considerations. Many online and brick-and-mortar retailers are of significant size with substantial resources.
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Differentiation We believe that we differentiate ourselves from other purveyors through our product authentication process, price competitiveness, efforts to educate buyers and sellers to ensure they are confident in their decision-making process, and by offering an array of well-crafted inventory.
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We know that transactions within our consumer segment are often tied to life events, milestones, and celebrations, and we seek to exceed expectations through exceptional customer service and value creation.
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Commercial Segment Opportunity Detailed below are the key underlying market dynamics that drive our product and service offerings, engagement strategies, and interactions in these markets: Electronic Waste and Personal Technology Assets The proliferation of electronics in our everyday lives provides ample feedstock for all our verticals.
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Further, the continued evolution of technology with new series launches contributes to the favorable market trends in which we operate. Within our verticals, we interact with both businesses and individuals, and we have revenue exposure from the sale of secondary technology, services (e.g., logistics, responsible disposition, and product returns), and base- and precious-metal-laden electronic waste.
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Our products and services are predicated on ensuring that our business partners and customers derive 10 Table of Contents value from their transactions with us, while upholding our commitment to trust, transparency, and responsible disposition of personal technology assets and electronic waste streams.
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Along with other valuable commodities, our electronic waste streams provide exposure to gold, along with silver, copper, and aluminum, which are listed in the United States Geological Survey’s 2025 list of critical minerals.
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Product Returns Within our service lines, our product returns business offers our business partners the opportunity to remain in custody of assets while we manage the process of testing and readying the asset for reintroduction into the marketplace.
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The product returns market is driven by higher return rates in online commerce and by our business partners' need for greater support in managing the associated process. Product returns also provide our business partners with greater control over the secondary-market sales of their assets. Our primary interaction in the product returns market is as an outsourced service provider.
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Differentiation We believe we differentiate ourselves from other solution providers by offering a full suite of ITAD, trade-in, electronic waste, and product returns services. Further, we are a technology-enabled, compliance-driven business that provides transparency throughout the processing and disposition of assets. Our services are designed to provide comprehensive end-to-end support by managing all aspects of the service delivery model.
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Sales in the Holiday Months can be tempered by weather patterns, as our consumer-segment business model is heavily dependent on in-store sales activity.
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Due to our size, we can source most of our products through our in-store buying programs, which also ensures they are sustainably sourced, except in instances where a new setting or repair is needed. Specific to our retail store footprint, we aim to refurbish existing buildings rather than pursue ground-up construction, which requires new building materials and land consumption.
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Two key safety performance indicators we monitor are the total recordable injury frequency rate (“TRIFR”) and the total lost time injury frequency rate (“LTIFR”).

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeThese 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.
Biggest changeAny such security breach could lead to interruptions, delays, and cessation of service to customers or business partners and could have a material adverse effect on our reputation, financial condition, and results of operations. A failure of our information systems could prevent the Company from effectively managing and controlling operations and serving our business partners and customers.
If our ESG-related disclosures are or are perceived by government authorities, investors, or stakeholders to be inadequate, inaccurate, or non-compliant with applicable standards or regulations, or if we discover material inaccuracies therein, our reputation could be negatively impacted, and we could be exposed to litigation and other regulatory actions.
If our ESG-related disclosures are, or are perceived by government authorities, investors, or other stakeholders to be, inadequate, inaccurate, or non-compliant with applicable standards or regulations, or if we discover material inaccuracies therein, our reputation could be negatively impacted, and we could be exposed to litigation and other regulatory actions.
Loftus is in a position to significantly influence any matters that are brought to a vote of the shareholders, including, but not limited to, the election of members of the Company’s board and any action requiring the approval of shareholders, including any amendments to the governing documents, mergers or sales of all or substantially all of the Company assets.
Loftus is in a position to significantly influence any matters that are brought to a vote of the shareholders, including, but not limited to, the election of members of the Company’s board and any action requiring the approval of shareholders, including any amendments to the governing documents, mergers, or sales of all or substantially all of the Company’s assets.
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.
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, internal control, and reporting requirements.
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.
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 business 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 our customers’ financial condition 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.
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.
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 such as 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.
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.
Additionally, companies may decide to enter our markets to compete with us and may have greater name recognition and greater financial and marketing resources than Envela.
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.
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 condition and results of operations.
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.
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 condition and results of operations.
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.
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, 2025. 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, 2025.
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.
Jewelry retailers or manufacturers that meet certain criteria were required to file 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.
Accordingly, should the interests of our controlling stockholder differ from those of other stockholders, the other stockholders may not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance rules for NYSE American-listed companies.
Accordingly, should the interests of our controlling stockholder differ from those of other stockholders, the other stockholders may not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance rules for NYSE American and NYSE Texas-listed companies.
In 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.
In 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-mineral disclosure and reporting.
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.
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.
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.
A significant portion of Envela’s products are evaluated by consumers based on the attractiveness of brands, assortment of products, and price competitiveness. Increases in these competitive influences could adversely affect our operations by reducing the number and total value of sales transactions. Many competitors attract customers with their reputation and industry connections.
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.
The consumer segment competes for jewelry and watch sales primarily against specialty jewelers and other retailers that sell jewelry and watches, including department stores, online retailers, 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.
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.
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 may have a material adverse effect on the Company’s financial condition and results of operations.
This concentration of ownership also may delay, defer, or even prevent a change in control of the Company and make some transactions more difficult or impossible without the support of Mr. Loftus.
This concentration of ownership may also delay, defer, or even prevent a change in control of the Company and may make certain transactions more difficult or impossible without the support of Mr. Loftus.
Additionally, the Company faces corporate-governance requirements under the Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the ”Dodd-Frank Act”), as well as new rules and regulations subsequently adopted by the SEC, the Public Company Accounting Oversight Board and the NYSE American (the “Exchange”).
Additionally, the Company faces corporate-governance requirements under the Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), as well as rules and regulations subsequently adopted by the SEC, the Public Company Accounting Oversight Board, and the NYSE American and NYSE Texas.
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.
The occurrence of unforeseen or catastrophic events, terrorist attacks, extreme weather events, or natural disasters could create economic and financial disruptions and lead to operational difficulties (e.g., travel limitations and occupancy restrictions in our facilities) that could impair our ability to manage our businesses.
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.
Failure to comply with applicable AML regulations could result in regulatory enforcement actions, fines, reputational harm, or other adverse consequences that could impact our financial condition 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.
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 federal, state, and local levels, may seek to enforce or impose new laws, regulatory restrictions, or licensing requirements.
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.
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, making it easier to compare prices with other retailers.
To the extent that the Company fails to comply with its obligations and such failure is not covered by insurance, it could have a material adverse effect on our reputation, financial position, and results of operations. Risks Related to Changes in Tax Rules We may incur an increase in taxes as a result of changes in tax rules.
To the extent that the Company fails to comply with its obligations and such failure is not covered by insurance, it could have a material adverse effect on our reputation, financial condition, and results of operations. Risks Related to Changes in Tax Rules We may incur higher taxes as a result of changes in tax rules.
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.
Acquisitions involve numerous risks, including the following: ● Effectively combining the acquired operations, technologies, or product offerings; ● Unanticipated costs or liabilities; 24 Table of Contents ● Not realizing the anticipated financial benefit from the acquired companies; ● Diversion of management’s attention; ● Negative effects on existing business partner and customer 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.
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.
If these new companies are successful in entering our markets, or if customers choose to go to other established competitors, there could be fewer buyers or sellers, which could have a material adverse effect on our financial condition and results of operations. Jewelry and watch retailing are highly fragmented and competitive.
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.
If the value of or availability 25 Table of Contents of devices or parts is significantly reduced, it could have a material adverse effect on our financial condition and results of operations. We may incur losses because of a failure to manage and protect our client’s assets throughout the ITAD process.
The Company’s AML compliance program is isolated to our retail buying program within our consumer segment, as opposed to the Company as a whole. We do not buy from international sources nor are our sales subject to AML compliance.
The Company’s AML compliance program is isolated to our retail buying program within our consumer segment, as opposed to the Company as a whole. We do not buy from international sources, nor are our sales subject to AML 18 Table of Contents compliance.
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, or the value of harvested parts, may fall below the prices we have paid, which could adversely affect our profitability.
Its adoption may result in new or expanded risks and liabilities, including 18 Table of Contents governmental and regulatory compliance, litigation, ethical concerns, confidentiality, or security risks that may have a material adverse effect on our reputation, financial position, and results of operations.
Its adoption may result in new or expanded risks and liabilities, including governmental and regulatory compliance, litigation, ethical concerns, confidentiality, or security risks that may have a material adverse effect on our reputation, financial condition, and results of operations.
Our operations are subject to federal, state and local environmental, health and safety laws applicable to reclamation of commodities from electronic waste. We are required to obtain environmental permits and approvals for some of our operations and must expend time and resources to ensure compliance with those permits and approvals.
Our operations are subject to federal, state, and local environmental, health, and safety laws applicable to the reclamation of commodities from electronic waste. We are required to obtain environmental permits and approvals for some of our operations and must spend time and resources to ensure compliance.
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.
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. 21 Table of Contents We may incur losses due to unforeseen or catastrophic events, terrorist attacks, extreme weather, or natural disasters.
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 present in a small number of items we sell. Other minerals, such as diamonds, could be added to those currently covered by these rules.
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.
If our key business partners terminate important transactional 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. Risks Related to Commodity Volatility, Changing Economic Conditions, and Seasonality The market for precious metals is inherently unpredictable.
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.
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. The consumer wholesale and retail jewelry business is seasonal. The consumer segment’s retail jewelry sales are seasonal by nature.
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.
Any or all of the foregoing in jurisdictions where we or our business partners, equipment suppliers, customers, or operations are located could have a material adverse effect on our financial condition and results of operations.
Our status as a "controlled company" could make our Common Stock less attractive to some investors or otherwise harm our stock price. ​ Because we qualify as a "controlled company" under the corporate governance rules for New York Stock Exchange (“NYSE”) American-listed companies, we are not required to have a majority of our Board of Directors (the “Board”) be independent, nor are we required to have a compensation committee or an independent nominating function.
Our status as a “controlled company” could make our Common Stock less attractive to some investors or otherwise harm our stock price. ​ Because we qualify as a “controlled company” under the corporate governance rules for NYSE American-listed companies, we are not required to have a majority of our Board of Directors (the “Board”) be independent, nor are we required to have a compensation committee or an independent nominating function.
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.
Risks Related to Competition Intense competition across all markets for our 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.
Adverse economic conditions in the U.S. or in other key markets we sell into, and resulting declines in consumer confidence and spending.
Adverse economic conditions in the U.S. or in other key markets where we sell into, may result in declines in consumer confidence and spending.
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. Management cannot be certain of the costs that might be associated with such regulatory compliance.
If the Company’s sourcing processes change, or if it is determined that the Company’s current practices should be covered by the conflict-minerals reporting and disclosure guidelines, significant additional measures would be required to comply with these rules. Management cannot be certain of the costs associated with such regulatory compliance.
Risk Factors Relating to Compliance The Company is subject to maintaining an AML compliance program, and the failure to comply could adversely affect the Company’s reputation and ability to obtain merchandise. The Company is subject to the provisions of the USA PATRIOT Act, which requires certain businesses to maintain an AML compliance program.
Risks Related to Compliance The Company is subject to maintaining an AML compliance program, and the failure to comply could adversely affect the Company’s reputation and ability to obtain merchandise. The Company is subject to the USA PATRIOT Act, which requires certain businesses to maintain an AML compliance program.
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.
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 undervalued or the value is uncertain.
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.
If commodity markets underlying our bullion- or precious-metal-laden inventory are misjudged, or if our inventory management or hedging strategies are unsuccessful, our business could suffer material adverse consequences. While jewelry manufacturing is a major driver of gold demand, management believes that gold costs are predominantly driven by investment transactions, which may result in significant cost fluctuations.
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.
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 due to their price point, trends toward sustainability, and greater understanding of their origin.
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.
While our business model is value-driven, consumer acceptance of near-perfect counterfeit goods may increase competition in the luxury recommerce market, which could have a material adverse effect on our financial condition and results of operations. The proliferation of near-perfect counterfeit products may erode consumer confidence.
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.
Although we offer lab-grown diamond collections at lower price points, this may have a material adverse effect on our financial condition and results of operations. Consumer acceptance of near-perfect counterfeit products may result in increased competition. Technology has evolved to the point where manufacturers can produce near-perfect counterfeits of luxury retail brands.
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.
The Company’s success depends on its ability to attract, retain, and motivate qualified directors, management, and other skilled employees. 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.
As noted above, we cannot guarantee receipt of required permits or renewals of such permits in a timely manner or without unforeseen limitations on our operations. We are also subject to environmental, transportation, and health and safety laws that govern the management of electronic waste and the reclamation of useful goods therefrom.
As noted above, we cannot guarantee the timely receipt of required permits or their renewals, or that such processes will proceed without unforeseen limitations on our operations. We are also subject to environmental, transportation, and health and safety laws that govern the management of electronic waste and the reclamation of usable goods from it.
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.
Consumer demand for the Company’s products can affect inventory levels. If consumer demand is lower than expected, inventory levels can rise, straining 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.
These devices are subject to the risk that the value, including selling price, will be adversely affected by technological changes affecting the usefulness or desirability of the devices and parts; physical problems resulting from faulty design or manufacturing; increased competition; decreased customer demand, including due to changes in customer preferences, changes in client promotions and seasonality; supply chain constraints; and growing industry emphasis on cost containment.
These devices and technology in which we harvested parts from are subject to the risk that the value, including selling price, will be adversely affected by technological changes affecting the usefulness or desirability of the devices and parts; physical problems resulting from faulty design or manufacturing; increased competition; decreased consumer demand, including due to changes in consumer preferences, changes in business partner promotions and seasonality; and supply chain constraints.
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.
The Company’s cost of merchandise and potential earnings may be adversely affected by investment market factors that cause gold prices to rise or fall significantly. A significant portion of the consumer segment’s profits is generated by buying and selling pre-owned fine jewelry and other precious metal-laden products.
The Company is regularly monitoring developments pertaining to the judicial review, to ensure it has adequately assessed its strategy and capital requirements related to compliance. U.S. governmental regulation and environmental, health and safety requirements may adversely affect our business .
The Company regularly monitors developments to ensure it has adequately assessed its strategy and capital requirements related to compliance. ​ 19 Table of Contents U.S. governmental regulation and environmental, health, and safety requirements may adversely affect our business .
The ability to manage operations in multiple geographical regions is vital to sustaining success. It is not guaranteed that the Company will have the same success in finding, training, and supervising geographically dispersed employees.
The Company has portions of its business located outside its base of operations in Dallas-Fort Worth. The ability to manage operations in multiple geographical regions is vital to sustaining success. It is not guaranteed that the Company will have the same success in finding, training, and supervising geographically dispersed employees.
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 may assume additional liabilities in connection with acquisitions or may be unable to successfully integrate such acquisitions. As part of the Company’s history and growth strategy, it has acquired other businesses.
Risks Related to Product and Service Offerings Our electronic device business is subject to the risk of declines in the value and availability of devices in our inventory and to foreign trade risks and export compliance.
Risks Related to Product and Service Offerings Our electronic device and harvested parts business is subject to the risk of declines in value related to changes in consumer preferences, foreign trade risks, export compliance, and the length of time inventory is held.
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.
Given the timing of the corresponding season, inclement weather can at times pose a substantial barrier to consumer retail activity and adversely affect store traffic. If inclement weather conditions were to occur during these peak sales periods, they could have a material adverse effect on our financial condition and results of operations.
Such regulations tend to become more restrictive over time, and it is possible that new regulations will be passed that require material changes to our operations or could otherwise result in a material adverse effect on our financial position.
Such regulations tend to become more restrictive over time, and new regulations may be enacted that require material changes to our operations or otherwise result in a material adverse effect on our financial condition and results of operations.
Any disruption in the availability of our information systems could adversely affect the Company’s ability to service customers and could have a material adverse effect on our reputation, financial position, and results of operations. The Company may be subject to business, compliance, and reputational risks associated with AI.
Any disruption in the availability of our information systems could adversely affect the Company’s ability to service business partners and customers and could have a material adverse effect on our reputation, financial condition, and results of operations.
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.
Conversely, if consumer demand is higher than expected, insufficient inventory could lead to unfulfilled orders, revenue loss, and adverse impacts on customer relationships. Volatility and uncertainty in macroeconomic factors also make it more difficult to forecast consumer demand across markets.
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.
The value and availability of devices or parts may also be affected by adverse foreign trade relations and escalating trade tensions, including trade policies, treaties, government relations, tariffs, and other trade restrictions or compliance requirements.
The Company continues to evaluate opportunities for AI and machine learning in terms of their use in practical applications to enhance processes and serve customers.
The Company continues to evaluate opportunities for AI and machine learning for practical applications that enhance processes and serve our business partners and customers.
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.
Failure to properly judge consumer demand and effectively manage inventory could have a material adverse effect on the results of operations and financial condition. Risks Related to the Luxury Hard Asset Market Changing consumer buying preferences toward lab-grown diamonds.
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.
The Company does not have employment agreements with its employees and does not maintain life insurance policies for any of its key personnel. 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.
The methodologies and standards for tracking and reporting on ESG matters are relatively new, have not been standardized, and continue to evolve. As a result, our ESG-related disclosures may not necessarily be calculated in the same manner or comparable to similarly titled measures presented by us in other contexts, or by other companies or third-party estimates.
As a result, our ESG-related disclosures may not be calculated in the same manner as, or be comparable to, similarly titled measures presented by us in other contexts, by other companies, or by third-party estimates.
As a company conducting business throughout the U.S. with physical operations in multiple states, we are exposed to the effects of changes in U.S., state, and local tax rules. Governments seeking to increase their corporate tax base may have a material adverse effect on our financial position and results of operations. ​
As a company conducting business throughout the U.S. with physical operations in multiple states, we are exposed to the effects of changes in U.S., state, and local tax rules.
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.
In any event, the effect of any change in services or products 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 may strain our operating cash flow and have other negative impacts on our business.
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.
Moreover, any sustained increases in commodity costs could require us to fund inventory purchases at higher prices or to adjust the merchandise we offer, which could have a material adverse effect on our financial condition and results of operations.
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.
Despite the implementation of network security measures, Company websites or portals may be vulnerable to computer viruses, break-ins, and other disruptive issues caused by internet users. These occurrences could result in liability for damages and could damage the Company’s reputation.
The Company may incur reputational risks with customers and other shareholders if, due to the complexity of the global supply chain, management is unable to sufficiently verify the origin of the relevant metals.
The Company may incur reputational risks with customers and other shareholders if, due to the complexity of the global supply chain, management is unable to sufficiently verify the origin of the relevant metals. Also, if responses from parts of the Company’s supply chain to verification requests were adverse, it could harm our ability to obtain merchandise and increase compliance costs.
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.
The Company relies on information systems to manage and operate our businesses. These include our communications systems, websites, portals, point-of-sale application, enterprise resource planning system, and other underlying operating systems.
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.
The periods around Valentine’s Day and Mother’s Day, and the Holiday Months leading up to Christmas, are typically the main seasons for jewelry sales. The amounts of sales and operating income generated during these periods depend on general economic conditions and other factors beyond our control.
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.
If our consumer brands do not offer the same or equivalent items at competitive prices, consumers may purchase their jewelry from competitors, which could have a material adverse effect on our financial condition and results of operations. ​ 16 Table of Contents Risks Related to Demand Demand for our products and services may decrease, and there can be no assurances that the Company will be able to adapt to such decreases.
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.
A significant increase in the cost of capital or an inability to access debt or equity markets may have a material adverse effect on our financial condition and results of operations. Sustained high interest rates have increased the cost of borrowing for the Company.
While we acknowledge our commitment to stewardship of our properties, operating processes, and outcomes, increased regulation and compliance could have a material adverse effect on our financial position and results of operations. 17 Table of Contents Changes to ESG regulations may impact our reputation and financial results.
Increased requirements for licensing and permitting may require changes in our business service delivery models, capital expenditures, and compliance programs. While we acknowledge our commitment to our communities and stewardship of our properties, operating processes, and outcomes, increased regulation and compliance could have a material adverse effect on our financial condition and results of operations.
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.
The Company’s commercial segment provides services related to the disposal of electronic devices, including cleansing storage devices from customer equipment and either recycling them for resale or disposing of them in an environmentally compliant manner. If the Company fails to meet its contractual and regulatory obligations, it could be subject to contractual damages, penalties, and reputational damage.
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.
Also, the Company’s or its subcontractors’ failure to comply with applicable laws and regulations governing the disposal of the equipment could result in environmental liabilities. Such environmental liabilities may be joint and several, meaning the Company could be held responsible for more than its share of the liability.
We are currently experiencing a sustained high-interest rate environment which may increase our borrowing costs associated with new or refinancing debt obligations or could make it difficult or impossible to secure financing. 19 Table of Contents Risk Factors Relating to Our Employees The Company’s success depends on the ability to attract, retain, and motivate qualified directors, management, and other skilled employees.
We are currently experiencing a sustained high-interest-rate environment, which may increase our borrowing costs associated with accessing our line of credit, taking on new or refinancing debt obligations, or make it difficult or impossible to secure financing. 23 Table of Contents Risks Related to Our Employees The Company’s expansion into new geographic regions may increase the difficulty of hiring and retaining employees across a geographically diverse workforce.
These refiners are subject to increasingly stringent governmental regulation in their refining operations, and a change or increase in such regulations in the United States or abroad could have a material adverse effect on our financial position and results of operations. Governments may refuse to renew or grant licenses and permits, thus restricting our ability to operate.
In addition, Envela partners with refiners for a portion of its sales. These refiners are subject to increasingly stringent governmental regulations governing their refining operations, and any change or increase in such regulations in the U.S. or abroad could have a material adverse effect on our financial condition and results of operations.
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.
While the company employs a team of authentication experts to ensure transactional confidence in both the buying and selling processes, the continued proliferation of near-perfect counterfeit goods may erode consumer confidence in the luxury recommerce market, which could have a material adverse effect on our financial condition and results of operations. ​ 17 Table of Contents Risks Related 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.
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, refining capacity, and governmental and private mint supply. The Company seeks to reduce its exposure to market volatility through disciplined inventory management procedures. As circumstances permit, the Company may use financial derivative instruments to minimize the impact of market volatility.

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Item 2. Properties

Properties — owned and leased real estate

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Biggest changePROPERTIES 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.
Biggest changePROPERTIES Our facilities by segment and geography were as follows as of December 31, 2025: ​ ​ ​ ​ ​ ​ ​ ​ ​ Number of Facilities ​ ​ ​ ​ Owned ​ ​ ​ Leased ​ Total Consumer ​ ​ ​ ​ Arizona (2) 2 2 ​ 4 South Carolina (2) — 1 ​ 1 Texas (1)(2) 3 7 ​ 10 ​ ​ ​ ​ ​ ​ ​ Sub-total 5 10 ​ 15 ​ ​ ​ ​ ​ ​ ​ Commercial ​ ​ ​ ​ Texas (2) — 2 ​ 2 ​ ​ ​ ​ ​ ​ ​ Sub-total — 2 ​ 2 ​ ​ ​ ​ ​ ​ ​ Corporate ​ ​ ​ ​ Texas 1 — ​ 1 ​ ​ ​ ​ ​ ​ ​ Sub-total 1 — ​ 1 ​ ​ ​ ​ ​ ​ ​ ​ 6 12 ​ 18 (1) Certain Texas-owned properties are encumbered by debt facilities; see Note 13 – Debt for further details. 27 Table of Contents (2) Our leases begin to expire starting in 2027 through 2031, with 5 leases having a right of renewal.
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. ​
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. See Note 11 – Leases for further details on leased facilities. ​
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Our 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.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeMINE SAFETY DISCLOSURES Not applicable. ​ 22 Table of Contents PART II
Biggest changeMINE SAFETY DISCLOSURES Not applicable. ​ PART II
ITEM 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.
ITEM 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 condition and results of operations. ​ ITEM 4.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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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.
Biggest changeIn addition, the Company is not currently contemplating and does not anticipate declaring any stock dividends in the foreseeable future, as available cash resources are expected to be utilized for ongoing operations, capital expenditures, and growth initiatives. 28 Table of Contents Issuer Purchases of Equity Securities The following table lists the repurchase of Company shares as of December 31, 2025: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Number of ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Shares Purchased ​ ​ ​ ​ ​ ​ ​ Maximum Number ​ ​ as Part of Publicly ​ ​ ​ ​ ​ ​ ​ of Shares that May ​ ​ Announced Plan ​ Average Price ​ Total Price ​ Yet be Purchased Fiscal Period ​ or Program (1) (2) ​ Paid Per Share ($) ​ Paid ​ Under the Plans Balance as of January 1, 2025 928,930 ​ $ 4.92 ​ $ 4,568,823 71,070 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ January 1 - 31, 2025 ​ — ​ ​ — ​ ​ — ​ 71,070 February 1 - 28, 2025 ​ — ​ ​ — ​ ​ — ​ 71,070 March 1 - 31, 2025 ​ 500 ​ ​ 5.25 ​ ​ 2,626 ​ 170,570 April 1 - 30, 2025 ​ — ​ ​ — ​ ​ — ​ 170,570 May 1 - 31, 2025 ​ — ​ ​ — ​ ​ — ​ 170,570 June 1 - 30, 2025 ​ 20,163 ​ ​ 5.89 ​ ​ 118,700 ​ 150,407 July 1 - 31, 2025 ​ 8,134 ​ ​ 5.93 ​ ​ 48,218 ​ 142,273 August 1 - 31, 2025 ​ 3,428 ​ ​ 5.65 ​ ​ 19,364 ​ 138,845 September 1 - 30, 2025 ​ — ​ ​ — ​ ​ — ​ 138,845 October 1 - 31, 2025 ​ — ​ ​ — ​ ​ — ​ 138,845 November 1 - 30, 2025 — ​ — ​ — 138,845 December 1 - 31, 2025 — ​ — ​ — 138,845 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance as of December 31, 2025 961,155 ​ $ 4.95 ​ $ 4,757,731 138,845 (1) All shares were purchased in open-market transactions through the stock repurchase program approved by the Board on March 14, 2023, for the repurchase of up to 1.0 million shares of the Company’s Common Stock.
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] ​
Repurchases under the stock repurchase plan began on May 10, 2023. The timing and amount of any Common Stock repurchased under the program depend on a variety of factors, including price, corporate and regulatory requirements, capital availability, and other market conditions. ​ ITEM 6. [RESERVED] ​
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.
Dividends The Company has not paid any cash dividends on its Common Stock to date. Future cash dividend payments will depend on 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.
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.
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 and NYSE Texas Exchanges under the symbol “ELA.” Holders of Record As of March 17, 2026, we had 201 holders of record of our Common Stock.
(2) The stock repurchase program was publicly announced on May 3, 2023, and expires March 31, 2026.
On March 27, 2025, the Board unanimously approved the repurchase of an additional 100 thousand shares of the Common Stock, bringing the total authorization under the existing repurchase program to 1.1 million shares. (2) The stock repurchase program was publicly announced on May 3, 2023, and expires March 31, 2026.
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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.

Item 7. Management's Discussion & Analysis

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

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Biggest changeThe 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.
Biggest changeThe following table provides a reconciliation of net income to Adjusted EBITDA and Adjusted EBITDAR for the years ended December 31, 2025 and 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2025 ​ 2024 ​ ​ ​ ​ Consumer ​ ​ ​ Commercial ​ ​ ​ Consolidated ​ ​ ​ Consumer ​ ​ ​ Commercial ​ ​ ​ Consolidated Adjusted EBITDA Reconciliation: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income ​ $ 5,333,962 ​ $ 9,263,016 ​ $ 14,596,978 ​ $ 16,341 ​ $ 6,740,718 ​ $ 6,757,059 Addition (deduction): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Depreciation and amortization ​ 791,966 ​ 1,074,623 ​ 1,866,589 ​ 524,510 ​ 1,027,264 ​ 1,551,774 Other income ​ (352,295) ​ (668,634) ​ (1,020,929) ​ (104,561) ​ (933,121) ​ (1,037,682) Interest expense ​ 204,603 ​ 202,039 ​ 406,642 ​ 228,792 ​ 218,591 ​ 447,383 Income tax expense ​ 1,491,422 ​ 2,634,818 ​ 4,126,240 ​ 4,818 ​ 1,987,303 ​ 1,992,121 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 7,469,658 ​ $ 12,505,862 ​ $ 19,975,520 ​ $ 669,900 ​ $ 9,040,755 ​ $ 9,710,655 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Adjusted EBITDAR Reconciliation: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Adjusted EBITDA ​ $ 7,469,658 ​ $ 12,505,862 ​ $ 19,975,520 ​ $ 669,900 ​ $ 9,040,755 ​ $ 9,710,655 Addition: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Rent expense (1) ​ ​ 1,117,351 ​ ​ 1,448,929 ​ ​ 2,566,280 ​ ​ 747,356 ​ ​ 1,357,709 ​ ​ 2,105,065 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 8,587,009 ​ $ 13,954,791 ​ $ 22,541,800 ​ $ 1,417,256 ​ $ 10,398,464 ​ $ 11,815,720 (1) The table below depicts the calculation of rent expense and reconciles rent expense to total lease cost, per ASC 842, the most directly comparable U.S.
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.
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 and product returns industry. Separated commodities, including metals, plastics, and glass, are sold to downstream processors where they are further processed and reintroduced into new products.
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.
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, and secondary market bullion.
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.
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. 29 Table of Contents Refer to Cautionary Note Regarding Forward-Looking Statements on page 4 for further details.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Not required because we are a “Smaller Reporting Company” as that term is defined in Rule 12b-2 promulgated under the Exchange Act. 36 Table of Contents
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Not required because we are a “Smaller Reporting Company” as that term is defined in Rule 12b-2 promulgated under the Exchange Act. 47 Table of Contents
These operating lease payments do not include certain tax, insurance, and maintenance costs, which are also required contractual obligations under some of our operating leases, but are generally not fixed and can fluctuate year to year.
These operating lease payments do not include certain taxes, insurance, and maintenance costs, which are also required contractual obligations under some of our operating leases, but are generally not fixed and can fluctuate year to year.
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.
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, 2025 and 2024.
Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources.
Our estimates are based on our historical experience and various other factors we believe are reasonable under the circumstances, and the results of which form the basis for judgments about the carrying value of assets and liabilities that are not readily determinable from other sources.
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.
We incorporate recycled diamonds and gemstones into our new designs, meaning they were 31 Table of Contents 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.
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.
Prior year comparisons for 2024 and 2023, 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, 2024 and 2023, which was filed with the SEC on March 26, 2025.
Refer to the aforementioned attributes discussed within the Comparison of Years Ended December 31, 2024 and 2023 for further details.
Refer to the aforementioned attributes discussed within the Comparison of Years Ended December 31, 2025 and 2024 for further details.
The Company continuously monitors its deployment of capital and primarily funds capital expenditures through cash flow from operating activities. Where appropriate the Company may use debt financing on select projects.
The Company continuously monitors its capital deployment and primarily funds capital expenditures with cash flow from operating activities. Where appropriate, the Company may use debt financing on select projects.
(2) Interest payments on notes payable are based on interest rates in effect as of December 31, 2024. As contractual interest rates and the amount of notes payable outstanding in variable in certain cases, actual cash payments may differ from the amounts provided.
(2) Interest payments on notes payable are based on interest rates in effect as of December 31, 2025. As contractual interest rates and the amount of notes payable outstanding vary in certain cases, actual cash payments may differ from the amounts provided.
Cost of goods sold as a percent of sales was 43.0% during the year ended December 31, 2024, as compared to 43.3% during the year ended December 31, 2023.
Cost of goods sold as a percent of sales was 35.8% during the year ended December 31, 2025, as compared to 43.0% during the year ended December 31, 2024.
Capital Resources Although the Company has access to a line of credit our primary source of liquidity and capital resources currently consists of cash generated from our operating activities. We do not anticipate the need to fund our operations via the line of credit and we do not have any amounts drawn as of December 31, 2024.
Capital Resources Although the Company has access to a line of credit, our primary source of liquidity and capital resources currently consists of cash generated from our operating activities. We do not anticipate needing to fund our operations through the use of our line of credit, and we have no amounts drawn as of December 31, 2025.
Currently, the Company has a deferred tax asset reflecting a future tax benefit that the Company expects to receive. The Company has a federal tax rate of approximately 21.0%, in addition to other state and local taxes, on net income. The effective income tax rate was 22.8% and 20.8% for the years ended December 31, 2024 and 2023, respectively.
Currently, the Company has a deferred tax liability reflecting a future obligation to pay taxes. The Company is subject to a federal tax rate of approximately 21.0% on net income, in addition to state and local taxes. The effective income tax rate was 22.0% and 22.8% for the years ended December 31, 2025 and 2024, respectively.
Refer to the aforementioned attributes discussed within the Comparison of Years Ended December 31, 2024 and 2023 for further details. Commercial Segment Net income increased in the commercial segment by $3,240,013, or 92.6%, during the year ended December 31, 2024 to $6,740,718, as compared to $3,500,705 during the same period in Fiscal 2023.
Refer to the aforementioned attributes discussed within the Comparison of Years Ended December 31, 2025 and 2024 for further details. Commercial Segment Net income increased in the commercial segment by $2,522,298, or 37.4%, during the year ended December 31, 2025 to $9,263,016, as compared to $6,740,718 during the same period in Fiscal 2024.
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”).
Critical Accounting Policies and Estimates Our discussion and analysis of our financial condition and results of operations are based on our financial statements, which have been prepared in accordance with U.S. GAAP.
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.
Actual results may differ from these judgments and estimates under different assumptions or conditions, and any such differences may be material. See Note 3 – Accounting Policies and Estimates for further details.
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.
Non-U.S. GAAP Financial Measures In this management discussion and analysis, we use supplemental measures of our financial performance derived from our consolidated financial information that are not presented in our consolidated financial statements prepared in accordance with U.S. GAAP. When evaluated in conjunction with U.S. GAAP financial measures, the Company believes that these non-U.S.
Refer to the aforementioned attributes discussed within the Comparison of Years Ended December 31, 2024 and 2023 for further details. Consumer Segment Net income decreased in the consumer segment by $3,630,406, or 99.6%, during the year ended December 31, 2024 to $16,341, as compared to $3,646,747 during the same period in Fiscal 2023.
Refer to the aforementioned attributes discussed within the Comparison of the Years Ended December 31, 2025 and 2024 for further details. 39 Table of Contents Consumer Segment Net income increased in the consumer segment by $5,317,621, or 32,541.6%, during the year ended December 31, 2025 to $5,333,962, as compared to $16,341 during the same period in Fiscal 2024.
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.
Consumer Segment Cost of goods sold in the consumer segment increased by $55,205,691, or 48.2%, during the year ended December 31, 2025, to $169,793,289, as compared to $114,587,598 during the same period in Fiscal 2024.
Consumer Segment Gross margin in the consumer segment increased by $233,312, or 1.5%, during the year ended December 31, 2024, to $15,881,870, as compared to $15,648,558 during the same period in Fiscal 2023.
Consumer Segment Gross margin in the consumer segment increased by $7,042,380, or 44.3%, during the year ended December 31, 2025, to $22,924,250, as compared to $15,881,870 during the same period in Fiscal 2024.
When this occurs, the Company further evaluates future cash flows of the project to ensure the debt tenure and pay-back period are in alignment as well as the appropriateness of the rate of return. 35 Table of Contents Consumer Segment In Fiscal 2024, the consumer segment primarily expended capital in relation to store expansion.
When this occurs, the Company further evaluates the project's future cash flows to ensure the debt tenure and payback period are aligned, as well as the appropriateness of the rate of return. 46 Table of Contents Consumer Segment In Fiscal 2025, the consumer segment primarily expended capital on store expansion, albeit to a lesser degree, as only 1 store was opened during the year.
The net impact of the aforementioned increase in sales of $4,056,604 and increase in cost of goods sold of $1,630,659 resulted in the $2,425,945 increase in gross margin.
The net impact of the aforementioned decrease in sales of $1,602,938 and decrease in cost of goods sold of $4,169,764 resulted in the $2,566,826 increase in gross margin.
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.
Furthermore, adverse macroeconomic conditions can also impact demand for the resale of personal technology assets. To counterbalance economic cycles that impact market selling prices and/or underlying operating costs, we adjust the inbound purchase price of commodity-based products, luxury hard assets, and resale technology.
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.
Due to rounding, the percentages presented may not add up precisely to the totals provided. 33 Table of Contents The individual segments reported the following for the years ended December 31, 2025 and 2024: Sales ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ Change ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ Amount ​ ​ ​ % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Consolidated ​ $ 241,021,362 ​ $ 180,376,229 ​ $ 60,645,133 33.6 % % of consolidated sales ​ 100.0 % 100.0 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Consumer ​ $ 192,717,539 ​ $ 130,469,468 ​ $ 62,248,071 47.7 % % of consumer sales ​ 100.0 % 100.0 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Commercial ​ $ 48,303,823 ​ $ 49,906,761 ​ $ (1,602,938) (3.2) % % of commercial sales ​ 100.0 % 100.0 % ​ ​ ​ ​ Consolidated Sales increased by $60,645,133, or 33.6%, during the year ended December 31, 2025, to $241,021,362, as compared to $180,376,229 during the same period in Fiscal 2024.
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.
Introduction This management’s discussion and analysis provides comparisons of material changes in the consolidated financial statements for the years ended December 31, 2025, and December 31, 2024. The following discussion and analysis also provides information that management believes is relevant to the assessment and understanding of our results of operation, financial condition, liquidity, and capital resources.
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.
The Company offers services that manage the entire lifecycle of technology products to ensure data security, regulatory compliance, and environmental sustainability. We are proud of our role in supporting a circular economy through the responsible reuse and recycling of electronic devices. ​ Segment Activities The Company believes it is well-positioned to take advantage of its overall capital structure.
Selling, General and Administrative ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ Change ​ 2024 2023 Amount % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Consolidated ​ $ 34,605,132 ​ $ 31,537,677 ​ $ 3,067,455 9.7 % % of consolidated sales ​ 19.2 % 18.0 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Consumer ​ $ 15,211,970 ​ $ 10,640,840 ​ $ 4,571,130 43.0 % % of consumer sales ​ 11.7 % 8.2 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Commercial ​ $ 19,393,162 ​ $ 20,896,837 ​ $ (1,503,675) (7.2) % % of commercial sales ​ 38.9 % 45.6 % ​ ​ Consolidated Selling, general and administrative expense increased by $3,067,455, or 9.7%, during the year ended December 31, 2024, to $34,605,132, as compared to $31,537,677 during the same period in Fiscal 2023. 30 Table of Contents Consumer Segment Selling, general and administrative expense in the consumer segment increased by $4,571,130, or 43.0%, during the year ended December 31, 2024, to $15,211,970, as compared to $10,640,840 during the same period in Fiscal 2023.
Selling, General and Administrative ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ Change ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ Amount ​ ​ ​ % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Consolidated ​ $ 33,949,473 ​ $ 34,605,132 ​ $ (655,659) (1.9) % % of consolidated sales ​ 14.1 % 19.2 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Consumer ​ $ 15,454,592 ​ $ 15,211,970 ​ $ 242,622 1.6 % % of consumer sales ​ 8.0 % 11.7 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Commercial ​ $ 18,494,881 ​ $ 19,393,162 ​ $ (898,281) (4.6) % % of commercial sales ​ 38.3 % 38.9 % ​ ​ ​ ​ Consolidated Selling, general and administrative expenses decreased by $655,659, or 1.9%, during the year ended December 31, 2025, to $33,949,473, as compared to $34,605,132 during the same period in Fiscal 2024.
Comparison 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.
Comparison of the Years Ended December 31, 2025 and 2024 The following table depicts our disaggregated consolidated statements of income for the years ended December 31, 2025 and 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ Consumer ​ ​ ​ Commercial ​ ​ ​ Consolidated ​ ​ ​ % of Sales (1) ​ ​ ​ Consumer ​ ​ ​ Commercial ​ ​ ​ Consolidated ​ ​ ​ % of Sales (1) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Sales ​ $ 192,717,539 ​ $ 48,303,823 ​ $ 241,021,362 100.0 % $ 130,469,468 ​ $ 49,906,761 ​ $ 180,376,229 100.0 % Cost of goods sold ​ 169,793,289 ​ 17,303,080 ​ 187,096,369 77.6 % 114,587,598 ​ 21,472,844 ​ 136,060,442 75.4 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross margin ​ 22,924,250 ​ 31,000,743 ​ 53,924,993 22.4 % 15,881,870 ​ 28,433,917 ​ 44,315,787 24.6 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Selling, general and administrative ​ 15,454,592 ​ 18,494,881 ​ 33,949,473 14.1 % 15,211,970 ​ 19,393,162 ​ 34,605,132 19.2 % Depreciation and amortization ​ 791,966 ​ 1,074,623 ​ 1,866,589 0.8 % 524,510 ​ 1,027,264 ​ 1,551,774 0.9 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total operating expenses ​ 16,246,558 ​ 19,569,504 ​ 35,816,062 14.9 % 15,736,480 ​ 20,420,426 ​ 36,156,906 20.1 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating income ​ 6,677,692 ​ 11,431,239 ​ 18,108,931 7.5 % 145,390 ​ 8,013,491 ​ 8,158,881 4.5 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other income (expense): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other income ​ 352,295 ​ 668,634 ​ 1,020,929 0.4 % 104,561 ​ 933,121 ​ 1,037,682 0.6 % Interest expense ​ (204,603) ​ (202,039) ​ (406,642) (0.2) % (228,792) ​ (218,591) ​ (447,383) (0.2) % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income before income taxes ​ 6,825,384 ​ 11,897,834 ​ 18,723,218 7.8 % 21,159 ​ 8,728,021 ​ 8,749,180 4.9 % Income tax expense ​ (1,491,422) ​ (2,634,818) ​ (4,126,240) (1.7) % (4,818) ​ (1,987,303) ​ (1,992,121) (1.1) % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income ​ $ 5,333,962 ​ $ 9,263,016 ​ $ 14,596,978 6.1 % $ 16,341 ​ $ 6,740,718 ​ $ 6,757,059 3.8 % (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.
Income Tax Expense ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ Change ​ ​ 2024 ​ 2023 ​ Amount ​ % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Consolidated $ (1,992,121) $ (1,873,918) $ (118,203) 6.3 % % of consolidated sales ​ (1.1) % (1.1) % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Consumer ​ $ (4,818) ​ $ (927,157) ​ $ 922,339 (99.5) % % of consumer sales ​ 0.0 % (0.7) % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Commercial ​ $ (1,987,303) ​ $ (946,761) ​ $ (1,040,542) 109.9 % % of commercial sales ​ (4.0) % (2.1) % ​ ​ Consolidated Income tax expense, for both segments, for the year ended December 31, 2024, was $1,992,121, an increase of $118,203, as compared to income tax expense of $1,873,918 for the year ended December 31, 2023.
Income Tax Expense ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ Change ​ ​ 2025 ​ 2024 ​ Amount ​ % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Consolidated ​ ​ ​ $ (4,126,240) ​ ​ ​ $ (1,992,121) ​ ​ ​ $ (2,134,119) ​ ​ ​ 107.1 % % of consolidated sales ​ (1.7) % (1.1) % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Consumer ​ $ (1,491,422) ​ $ (4,818) ​ $ (1,486,604) 30,855.2 % % of consumer sales ​ (0.8) % 0.0 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Commercial ​ $ (2,634,818) ​ $ (1,987,303) ​ $ (647,515) 32.6 % % of commercial sales ​ (5.5) % (4.0) % ​ ​ ​ ​ Consolidated Income tax expense, for both segments, for the year ended December 31, 2025, was $4,126,240, an increase of $2,134,119, as compared to income tax expense of $1,992,121 for the year ended December 31, 2024.
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.
Consumer Segment Our strategy is to expand the number of locations we operate by opening new locations throughout the U.S. Likewise, we continue to evaluate opportunities related to complementary product and service offerings for our stores and online business. Commercial Segment Our strategy is to expand both organically and through acquisitions.
The impact on interest income is referenced below. Interest income comprised $2,304 and $77,936 of other income during the years ended December 31, 2024, and December 31, 2023, respectively.
Dividend income comprised $90,710 and $0 of other income during the years ended December 31, 2025, and December 31, 2024, respectively. Interest income comprised $165,105 and $2,304 of other income during the years ended December 31, 2025, and December 31, 2024, respectively.
Commercial Segment Interest expense in the commercial segment decreased by $52,217, or 19.3%, during the year ended December 31, 2024, to $218,591, as compared to $270,808 during the same period in Fiscal 2023. The change was primarily attributed to the impact of the allocation of corporate interest expense.
Commercial Segment Interest expense in the commercial segment decreased by $16,552, or 7.6%, during the year ended December 31, 2025, to $202,039, as compared to $218,591 during the same period in Fiscal 2024.
Financing Activities Cash flows (used in) financing activities increased by $276,123, or 8.1%, during the year ended December 31, 2024, to $3,675,086, as compared to $3,398,963 during the same period in Fiscal 2023.
Fiscal 2025 expenditures have primarily been related to improvements to our corporate headquarters and new stores. Financing Activities Cash flows (used in) financing activities increased by $111,366, or 3.0%, during the year ended December 31, 2025, to $3,786,452, as compared to $3,675,086 during the same period in Fiscal 2024.
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.
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. Our product returns business reintroduces products back into the supply chain, creating another opportunity for the asset to be used.
Consumer Segment Depreciation and amortization expense in the consumer segment increased by $199,283, or 61.3%, during the year ended December 31, 2024, to $524,510, as compared to $325,227 during the same period in Fiscal 2023.
Consumer Segment Depreciation and amortization expense in the consumer segment increased by $267,456, or 51%, during the year ended December 31, 2025, to $791,966, as compared to $524,510 during the same period in Fiscal 2024. The change was primarily attributed to the depreciation of assets placed into service related to our new retail stores.
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.
Consumer Segment Interest expense in the consumer segment decreased by $24,189, or 10.6%, during the year ended December 31, 2025, to $204,603, as compared to $228,792 during the same period in Fiscal 2024.
Interest income comprised $753,315 and $455,665 of other income during the years ended December 31, 2024, and December 31, 2023, respectively. 32 Table of Contents Interest Expense ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ Change ​ 2024 2023 Amount % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Consolidated ​ $ (447,383) ​ $ (463,201) ​ $ 15,818 ​ (3.4) % % of consolidated sales ​ (0.2) % (0.3) % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Consumer ​ $ (228,792) ​ $ (192,393) ​ $ (36,399) 18.9 % % of consumer sales ​ (0.2) % (0.1) % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Commercial ​ $ (218,591) ​ $ (270,808) ​ $ 52,217 (19.3) % % of commercial sales ​ (0.4) % (0.6) % ​ ​ Consolidated Interest expense decreased by $15,818, or 3.4%, during the year ended December 31, 2024, to $447,383, as compared to $463,201 during the same period in Fiscal 2023.
Interest Expense ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ Change ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ Amount ​ ​ ​ % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Consolidated ​ $ (406,642) ​ $ (447,383) ​ $ 40,741 ​ (9.1) % % of consolidated sales ​ (0.2) % (0.2) % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Consumer ​ $ (204,603) ​ $ (228,792) ​ $ 24,189 (10.6) % % of consumer sales ​ (0.1) % (0.2) % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Commercial ​ $ (202,039) ​ $ (218,591) ​ $ 16,552 (7.6) % % of commercial sales ​ (0.4) % (0.4) % ​ ​ ​ ​ Consolidated Interest expense decreased by $40,741, or 9.1%, during the year ended December 31, 2025, to $406,642, as compared to $447,383 during the same period in Fiscal 2024.
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.
Overall sales benefited from favorable supply flows when compared to the same period in Fiscal 2024. Commercial Segment Sales in the commercial segment decreased by $1,602,938, or 3.2%, during the year ended December 31, 2025, to $48,303,823, as compared to $49,906,761 during the same period in Fiscal 2024.
The change was primarily attributed to the relief of inventory associated with lower margin electronic scrap grades and revenue sharing, ITAD settlements, and incrementally from the relief of inventory associated with personal technology assets.
The change was primarily attributed to the aforementioned impact of fewer ITAD revenue-share settlements and, incrementally, to the recognition of costs associated with the sale of trade-in-related personal technology assets, which was partially offset by an increase in cost of goods sold from electronic scrap grades and associated recoveries.
There was no material impact from assets capitalized or reaching maturity in each comparative period and, as such, no discussion point. 31 Table of Contents Other Income (Expense) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ Change ​ 2024 2023 Amount % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Consolidated ​ $ 1,037,682 ​ $ 727,782 ​ $ 309,900 ​ 42.6 % % of consolidated sales ​ 0.6 % 0.4 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Consumer ​ $ 104,561 ​ $ 83,806 ​ $ 20,755 24.8 % % of consumer sales ​ 0.1 % 0.1 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Commercial ​ $ 933,121 ​ $ 643,976 ​ $ 289,145 44.9 % % of commercial sales ​ 1.9 % 1.4 % ​ ​ Consolidated Other income increased by $309,900, or 42.6%, during the year ended December 31, 2024, to $1,037,682, as compared to $727,782 during the same period in Fiscal 2023.
Commercial Segment Depreciation and amortization expense in the commercial segment increased by $47,359, or 4.6%, during the year ended December 31, 2025, to $1,074,623, as compared to $1,027,264 during the same period in Fiscal 2024. There was no material impact from assets being capitalized or reaching maturity in each comparative period; as such, there was no discussion point.
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.
Adjusted EBITDA and Adjusted EBITDAR Adjusted EBITDA is defined as the sum of (i) net income (loss) of the Company, adjusted for additions (deductions) of (ii) interest expense, (iii) other (income) expense, (iv) income tax expense (benefit), and (v) depreciation and amortization. Management considers Adjusted EBITDA to be a key financial measure to assess our overall operating performance.
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.
The change was primarily attributed to a greater impact from the recognition of costs associated with wholesale precious metals transactions. Commercial Segment Cost of goods sold in the commercial segment decreased by $4,169,764, or 19.4%, during the year ended December 31, 2025, to $17,303,080, as compared to $21,472,844 during the same period in Fiscal 2024.
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.
We began diverting inbound asset flow before closure, and we fully absorbed the asset flow from the former Arizona ITAD facility into our Texas ITAD facility in the third quarter of Fiscal 2025. ​ 36 Table of Contents Depreciation and Amortization ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ Change ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ Amount ​ ​ ​ % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Consolidated ​ $ 1,866,589 ​ $ 1,551,774 ​ $ 314,815 20.3 % % of consolidated sales ​ 0.8 % 0.9 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Consumer ​ $ 791,966 ​ $ 524,510 ​ $ 267,456 51.0 % % of consumer sales ​ 0.4 % 0.4 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Commercial ​ $ 1,074,623 ​ $ 1,027,264 ​ $ 47,359 4.6 % % of commercial sales ​ 2.2 % 2.1 % ​ ​ ​ ​ Consolidated Depreciation and amortization expense increased by $314,815, or 20.3%, during the year ended December 31, 2025, to $1,866,589, as compared to $1,551,774 during the same period in Fiscal 2024.
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.
Consumer Segment Selling, general and administrative expenses in the consumer segment increased by $242,622, or 1.6%, during the year ended December 31, 2025, to $15,454,592, as compared to $15,211,970 during the same period in Fiscal 2024.
Commercial Segment Other income in the commercial segment increased by $289,145, or 44.9%, during the year ended December 31, 2024, to $933,121, as compared to $643,976 during the same period in Fiscal 2023.
In aggregate, cash balances were higher in Fiscal 2025, resulting in greater overall dividend and interest income for the Company. Commercial Segment Other income in the commercial segment decreased by $264,487, or 28.3%, during the year ended December 31, 2025, to $668,634, as compared to $933,121 during the same period in Fiscal 2024.
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.
Cost of Goods Sold ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, Change ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ Amount ​ ​ ​ % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Consolidated ​ $ 187,096,369 ​ $ 136,060,442 ​ $ 51,035,927 37.5 % % of consolidated sales ​ 77.6 % 75.4 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Consumer ​ $ 169,793,289 ​ $ 114,587,598 ​ $ 55,205,691 48.2 % % of consumer sales ​ 88.1 % 87.8 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Commercial ​ $ 17,303,080 ​ $ 21,472,844 ​ $ (4,169,764) (19.4) % % of commercial sales ​ 35.8 % 43.0 % ​ ​ ​ ​ 34 Table of Contents Consolidated Cost of goods sold increased by $51,035,927, or 37.5%, during the year ended December 31, 2025, to $187,096,369, as compared to $136,060,442 during the same period in Fiscal 2024.
Commercial Segment Selling, general and administrative expense in the commercial segment decreased by $1,503,675, or 7.2%, during the year ended December 31, 2024, to $19,393,162, as compared to $20,896,837 during the same period in Fiscal 2023. The change was primarily attributed to the operational focus on human capital costs and processing efficiencies at our production facilities during Fiscal 2024.
Commercial Segment Selling, general and administrative expenses in the commercial segment decreased by $898,281, or 4.6%, during the year ended December 31, 2025, to $18,494,881, as compared to $19,393,162 during the same period in Fiscal 2024.
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.
In future fiscal periods, the impact of OBBBA is contingent on the continued election of bonus depreciation and the amount of qualifying assets acquired by the Company. 30 Table of Contents Impacts of High Interest Rates and Inflation The U.S. and other global economies are currently experiencing high interest rates and elevated inflation, coupled with commodity price risk, mainly associated with fluctuations in the market prices of precious metals and diamonds, which could affect consumer discretionary spending.
Commercial Segment Gross margin in the commercial segment increased by $2,425,945, or 9.3%, during the year ended December 31, 2024, to $28,433,917, as compared to $26,007,972 during the same period in Fiscal 2023.
The net impact of the aforementioned increase in sales of $62,248,071 and increase in cost of goods sold of $55,205,691 resulted in the $7,042,380 increase in gross margin. 35 Table of Contents Commercial Segment Gross margin in the commercial segment increased by $2,566,826, or 9.0%, during the year ended December 31, 2025, to $31,000,743, as compared to $28,433,917 during the same period in Fiscal 2024.
In the fourth quarter of 2024 the commercial segment experienced stronger margins on the sale of personal technology assets that moved its cost of goods sold as a percent of sales into a favorable variance for the year ended December 31, 2024. 29 Table of Contents Gross Margin ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ Change ​ 2024 2023 Amount % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Consolidated ​ $ 44,315,787 ​ $ 41,656,530 ​ $ 2,659,257 6.4 % % of consolidated sales ​ 24.6 % 23.8 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Consumer ​ $ 15,881,870 ​ $ 15,648,558 ​ $ 233,312 1.5 % % of consumer sales ​ 12.2 % 12.1 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Commercial ​ $ 28,433,917 ​ $ 26,007,972 ​ $ 2,425,945 9.3 % % of commercial sales ​ 57.0 % 56.7 % ​ ​ Consolidated Gross margin increased by $2,659,257, or 6.4%, during the year ended December 31, 2024, to $44,315,787, as compared to $41,656,530 during the same period in Fiscal 2023.
Gross Margin ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ Change ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ Amount ​ ​ ​ % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Consolidated ​ $ 53,924,993 ​ $ 44,315,787 ​ $ 9,609,206 21.7 % % of consolidated sales ​ 22.4 % 24.6 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Consumer ​ $ 22,924,250 ​ $ 15,881,870 ​ $ 7,042,380 44.3 % % of consumer sales ​ 11.9 % 12.2 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Commercial ​ $ 31,000,743 ​ $ 28,433,917 ​ $ 2,566,826 9.0 % % of commercial sales ​ 64.2 % 57.0 % ​ ​ ​ ​ Consolidated Gross margin increased by $9,609,206, or 21.7%, during the year ended December 31, 2025, to $53,924,993, as compared to $44,315,787 during the same period in Fiscal 2024.
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.
Our processing facilities are capable of managing the expansion of existing relationships and consolidation of acquisition targets within relative geographic proximity into our existing facilities. 32 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.
Differences between our effective income tax rate and the U.S. federal statutory rate are the result of state taxes and non-deductible expenses, as was the Company’s case for the increase for the year ended December 31, 2024, compared to the year ended December 31, 2023. 33 Table of Contents Net Income ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ Change ​ ​ 2024 ​ 2023 ​ Amount ​ % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Consolidated $ 6,757,059 $ 7,147,452 $ (390,393) (5.5) % % of consolidated sales ​ 3.7 % 4.1 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Consumer ​ $ 16,341 ​ $ 3,646,747 ​ $ (3,630,406) (99.6) % % of consumer sales ​ 0.0 % 2.8 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Commercial ​ $ 6,740,718 ​ $ 3,500,705 ​ $ 3,240,013 92.6 % % of commercial sales ​ 13.5 % 7.6 % ​ ​ Consolidated Net income decreased by $390,393, or 5.5%, during the year ended December 31, 2024 to $6,757,059, as compared to $7,147,452 during the same period in Fiscal 2023.
Net Income ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ Change ​ ​ 2025 ​ 2024 ​ Amount ​ % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Consolidated ​ ​ ​ $ 14,596,978 ​ ​ ​ $ 6,757,059 ​ ​ ​ $ 7,839,919 ​ ​ ​ 116.0 % % of consolidated sales ​ 6.1 % 3.7 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Consumer ​ $ 5,333,962 ​ $ 16,341 ​ $ 5,317,621 32,541.6 % % of consumer sales ​ 2.8 % 0.0 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Commercial ​ $ 9,263,016 ​ $ 6,740,718 ​ $ 2,522,298 37.4 % % of commercial sales ​ 19.2 % 13.5 % ​ ​ ​ ​ Consolidated Net income increased by $7,839,919, or 116%, during the year ended December 31, 2025 to $14,596,978, as compared to $6,757,059 during the same period in Fiscal 2024.
The increase in cash (used in) financing activities during the year ended December 31, 2024, was primarily due to our share buyback plan as principal payments on debt were in relative parity.
The increase in cash (used in) financing activities during the year ended December 31, 2025, was primarily attributed to a greater use of cash in the repayment of two notes payable in Fiscal 2025, while cash utilized in Fiscal 2024 was primarily attributed to share buybacks, which were substantially less in Fiscal 2025.
The increase in cash (used in) investing activities during the year ended December 31, 2024, was primarily attributed to the purchase of property and equipment, including real estate associated with one of our Arizona stores, the build-out of our Arizona and Texas stores, the purchase of production assets within our commercial recycling business, and the continued development of intangible assets associated with our enterprise resource planning system.
The decrease in cash (used in) investing activities during the year ended December 31, 2025, was primarily impacted by more significant capital being deployed on ERP development, new store buildouts, and an associated real estate purchase for one of our Arizona locations in the same period in Fiscal 2024.
The change was primarily attributed to the product mix that was relieved during the fourth quarter of Fiscal 2024 as our costs of goods sold as a percent of sales for the nine months ended September 30, 2024 had been unfavorable to the same period in Fiscal 2023.
The change was primarily attributed to the aforementioned higher sales volumes and the upward movement of gold and silver prices compared to the same period in Fiscal 2024. Cost of goods sold as a percent of sales was 88.1% during the year ended December 31, 2025, as compared to 87.8% during the year ended December 31, 2024.
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.
Other Income (Expense) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ Change ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ Amount ​ ​ ​ % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Consolidated ​ $ 1,020,929 ​ $ 1,037,682 ​ $ (16,753) ​ (1.6) % % of consolidated sales ​ 0.4 % 0.6 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Consumer ​ $ 352,295 ​ $ 104,561 ​ $ 247,734 236.9 % % of consumer sales ​ 0.2 % 0.1 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Commercial ​ $ 668,634 ​ $ 933,121 ​ $ (264,487) (28.3) % % of commercial sales ​ 1.4 % 1.9 % ​ ​ ​ ​ Consolidated Other income decreased by $16,753, or 1.6%, during the year ended December 31, 2025, to $1,020,929, as compared to $1,037,682 during the same period in Fiscal 2024. 37 Table of Contents Consumer Segment Other income in the consumer segment increased by $247,734, or 236.9%, during the year ended December 31, 2025, to $352,295, as compared to $104,561 during the same period in Fiscal 2024.
In Fiscal 2025, we will look to optimize the performance of our new retail stores along with identifying new market opportunities. The Company believes it has the liquidity and capital resources to fund capital outlays of the aforementioned.
In Fiscal 2024, the consumer segment primarily expended capital on the opening of 5 stores. The Company believes it has the liquidity and capital resources to fund future capital outlays associated with maintaining its asset base and strategic initiatives. Commercial Segment In Fiscal 2025, the commercial segment primarily expended capital on facility-related items.
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.
We continuously monitor our inventory positions and associated working capital to respond to market conditions and to meet seasonal business cycles and expansionary plans. These economic cycles may, from time to time, require the business to use its line of credit or seek additional capital.
Commercial Segment In Fiscal 2024, the commercial segment primarily expended capital in relation to production assets and was the primary beneficiary of our capital spend associated with our enterprise resource planning system. In Fiscal 2025, we will look to identify opportunities for growth of service offerings, evaluate expansion, and maintain our production assets.
In Fiscal 2024, the commercial segment primarily expended capital on processing assets and was the primary beneficiary of our ERP system capital spend. The Company believes it has the liquidity and capital resources to fund future capital outlays to maintain its asset base and pursue strategic initiatives.
Earnings Per Share ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ Change ​ ​ ​ 2024 ​ 2023 ​ Amount ​ % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Consolidated $ 0.26 $ 0.27 $ (0.01) (3.7) % ​ Consolidated Basic and diluted earnings per share attributable to holders of our Common Stock decreased by $0.01, or 3.7%, during the year ended December 31, 2024 to $0.26, as compared to $0.27 during the same period in Fiscal 2023. 34 Table of Contents Liquidity and Capital Resources The following table summarizes the Company’s consolidated statements of cash flows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ Change ​ ​ 2024 ​ 2023 ​ Amount ​ % Net cash provided by (used in): ​ ​ ​ ​ Operating activities ​ $ 10,190,640 ​ $ 5,842,708 ​ $ 4,347,932 74.4 % Investing activities ​ (3,760,404) ​ (1,759,861) ​ ​ (2,000,543) 113.7 % Financing activities ​ (3,675,086) ​ (3,398,963) ​ (276,123) 8.1 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net increase in cash and cash equivalents ​ $ 2,755,150 ​ $ 683,884 ​ $ 2,071,266 302.9 % ​ Operating Activities Cash flows provided by operations increased by $4,347,932, or 74.4%, during the year ended December 31, 2024, to $10,190,640, as compared to $5,842,708 during the same period in Fiscal 2023.
Earnings Per Share ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ Change ​ ​ ​ 2025 ​ 2024 ​ Amount ​ % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Consolidated ​ ​ ​ $ 0.56 ​ ​ ​ $ 0.26 ​ ​ ​ $ 0.30 ​ ​ ​ 115.4 % ​ ​ ​ ​ Consolidated Basic and diluted earnings per share attributable to holders of our Common Stock increased by $0.30, or 115.4%, during the year ended December 31, 2025 to $0.56, as compared to $0.26 during the same period in Fiscal 2024.
Removed
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.
Added
Economic Conditions Impacts of Demand for Safe-Haven Metals While the current market for safe-haven metals has generally led to stronger premiums within our consumer segment, especially for gold and silver, demand for these metals has created industry-wide backlogs and slowed payments from refiners, which the Company has experienced.
Removed
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.
Added
The impact on working capital is having to pay more to procure inventory, and the delayed conversion of accounts receivable from refiners.
Removed
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.
Added
While the length of the current cycle and the steps domestic refiners will take to address processing capacity are indeterminate, the Company is closely monitoring its inbound buying practices, cash, inventory levels, and its accounts receivable exposure with its refining customers.
Removed
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.
Added
The Company believes it has sufficient liquidity to maintain its current buying practices, yet it can adjust its buying programs to reduce exposure should these conditions materially affect its conversion of accounts receivable.
Removed
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.
Added
Impacts of Government Legislation On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law, which includes significant changes to federal tax law and other regulatory provisions that may impact the Company. We have evaluated the provisions of the new law and its potential effects on our effective tax rate, results of operations, and financial condition.
Removed
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.
Added
OBBBA allows businesses to immediately deduct the full cost of qualifying assets in the year they are placed in service, rather than spreading the deduction over several years, and is effective for property acquired and placed in service after January 19, 2025.
Removed
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.
Added
OBBBA also requires businesses to recognize the effects of tax law changes in the period of enactment, such as remeasuring estimated U.S. deferred tax assets and liabilities. The Company intends to utilize bonus depreciation, effectively reducing taxable income in the respective tax period and the cash deployed to settle such obligations.
Removed
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.
Added
There was no material impact on the effective tax rate, financial condition, results of operations, or cash flows during the period ending December 31, 2025.
Removed
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.

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