What changed in this filing

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Item 1. Financial Statements

2025-11-05 compared with 2025-08-06 · 168 added, 104 removed, 505 unchanged (35% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

Cost of goods sold

15 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

September 30,

Current assets:

17 unchanged sentences

Total current liabilities

Deferred tax liability

Notes payable, less current portion

8 unchanged sentences

60,000,000 shares authorized;

26,924,631 shares issued and 25,975,038 shares outstanding as of June 30, 2025;

26,924,631 shares issued and 25,963,476 shares outstanding as of September 30, 2025;

26,924,631 shares issued and 25,995,701 shares outstanding as of December 31, 2024

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

Treasury stock at cost, 961,155 and 928,930 shares, as of September 30, 2025 and December 31, 2024, respectively

( 4,757,731 )

7 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended June 30,

Nine Months Ended September 30,

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

11 unchanged sentences

Accrued expenses

( 1,265,537 )

Operating leases

4 unchanged sentences

Purchase of property and equipment

( 1,037,491 )

( 2,955,024 )

Purchase of intangible assets

3 unchanged sentences

( 1,085,472 )

( 3,260,717 )

Payments on notes payable

( 1,036,547 )

Purchase of treasury stock

2 unchanged sentences

( 1,225,455 )

( 3,290,701 )

Net change in cash and cash equivalents

3 unchanged sentences

Cash paid during the period for:

Noncash investing and financing activities

Scottsdale Transaction measurement period adjustment, addition to intangible assets, reduction to goodwill

Scottsdale Transaction measurement period adjustment, addition to property and equipment, reduction to goodwill

Scottsdale Transaction measurement period adjustment, reduction to notes payable, reduction to goodwill

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

4 unchanged sentences

Stockholders’

Three Months Ended June 30, 2024

Balance as of April 1, 2024

Three Months Ended September 30, 2024

Balance as of July 1, 2024

( 3,775,534 )

Shares repurchased

Balance as of June 30, 2024

Balance as of September 30, 2024

( 4,504,044 )

2 unchanged sentences

Stockholders’

Three Months Ended June 30, 2025

Balance as of April 1, 2025

Three Months Ended September 30, 2025

Balance as of July 1, 2025

( 4,690,149 )

Shares repurchased

Balance as of June 30, 2025

Balance as of September 30, 2025

( 4,757,731 )

5 unchanged sentences

Stockholders’

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

Balance as of January 1, 2024

3 unchanged sentences

( 2,348,995 )

Balance as of June 30, 2024

Balance as of September 30, 2024

( 4,504,044 )

2 unchanged sentences

Stockholders’

Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

Balance as of January 1, 2025

1 unchanged sentence

Shares repurchased

Balance as of June 30, 2025

Balance as of September 30, 2025

( 4,757,731 )

6 unchanged sentences

In the opinion of management, all adjustments, which are of a normal and recurring nature except those which have been disclosed elsewhere in this Quarterly Report on Form 10-Q (“Form 10-Q”), necessary for a fair presentation of the unaudited condensed consolidated financial statements for these periods, have been included.

The results of operations for the three and six months ended June 30, 2025 are not necessarily indicative of the results to be expected for the fiscal year ended December 31, 2025 (“Fiscal 2025”).

The results of operations for the three and nine months ended September 30, 2025 are not necessarily indicative of the results to be expected for the fiscal year ended December 31, 2025 (“Fiscal 2025”).

Management suggests these unaudited condensed consolidated financial statements be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (“Fiscal 2024”) filed with the SEC on March 26, 2025 (“2024 Annual Report”).

23 unchanged sentences

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

ENVELA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

environmental sustainability.

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.

13 unchanged sentences

Revenue Recognition

Accounting Standards Codification (“ASC”) 606, Revenue Recognition provides guidance to identify performance obligations for revenue-generating transactions.

Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, provides guidance to identify performance obligations for revenue-generating transactions.

The Company applies a five-step approach in determining the amount and timing of revenue to be recognized:

11 unchanged sentences

Commercial Segment

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

The commercial segment recognizes refining revenue when our inventory arrives at the destination port and the performance obligation is satisfied by transferring the control of the promised goods that are identified in the customer contract.

The initial invoice is recognized in full when our performance obligation is satisfied.

Under the guidance of ASC 606, an estimate of the variable consideration that we are expected to be entitled to is included in the transaction price stated at the current precious metal spot price and weight of the precious metal.

An adjustment to revenue is made once the underlying weight and any precious metal spot price movement is resolved, which is usually around six weeks.

Under the guidance of ASC 606, an estimate of the variable consideration that we are expected to be entitled to is included in the transaction price stated at the estimated weight and current spot price of the metal.

An adjustment to revenue is made once the underlying weight and any metal spot price movement is resolved, which is usually around six weeks.

Any adjustment from the resolution of the underlying uncertainty is netted with the settlement due from the original contract.

13 unchanged sentences

Our allowance for estimated returns is based on our review of historical returns experience and reduces our reported revenues accordingly.

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

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

As of September 30, 2025, and December 31, 2024, the consumer segment’s allowance for returns was $ 10,876 and $ 11,942 , respectively.

As of September 30, 2025, and December 31, 2024, the commercial segment’s allowance for returns was $ 43,864 and $ 48,569 , respectively.

Concentrations and Credit Risk

1 unchanged sentence

The concentrations described herein pertain to certain domestic precious metals transactions requiring an assay which are of short duration and settled on comparable terms.

Overall customer concentrations as a percentage of sales may vary as a result of the mix of product being sold within each comparative period.

Overall customer concentrations as a percentage of sales may vary as a result of the mix of products being sold within each comparative period.

Individual customer concentrations are also impacted by each customer’s production schedule, and as such, the Company identifies the most appropriate sales outlet to ensure a timely transaction settlement.

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

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

For the nine months ended September 30, 2025, two customers aggregated 51.2 % of our sales and represented 0.0 % of our accounts receivable balance.

For the nine months ended September 30, 2024, two customers aggregated 40.0 % of our sales and represented 0.0 % of our accounts receivable balance.

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

1 unchanged sentence

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

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

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

For the three months ended September 30, 2025 and 2024, the consumer segment’s shipping and handling costs were $ 12,819 and $ 17,223 , respectively.

For the three months ended September 30, 2025 and 2024, the commercial segment’s shipping and handling costs were $ 987,918 and $ 1,128,553 , respectively.

ENVELA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the six months ended June 30, 2025 and 2024, the consumer segment’s shipping and handling costs were $ 30,600 and $ 49,789 , respectively.

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

For the nine months ended September 30, 2025 and 2024, the consumer segment’s shipping and handling costs were $ 43,419 and $ 67,013 , respectively.

For the nine months ended September 30, 2025 and 2024, the commercial segment’s shipping and handling costs were $ 2,905,726 and $ 3,716,832 , respectively.

Advertising Costs

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

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

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

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

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

For the three months ended September 30, 2025 and 2024, the consumer segment’s advertising costs were $ 294,509 and $ 357,151 , respectively.

For the three months ended September 30, 2025 and 2024, the commercial segment’s advertising costs were $ 102,531 and $ 59,714 , respectively.

For the nine months ended September 30, 2025 and 2024, the consumer segment’s advertising costs were $ 864,949 and $ 930,132 , respectively.

For the nine months ended September 30, 2025 and 2024, the commercial segment’s advertising costs were $ 308,539 and $ 192,691 , respectively.

We determine if an arrangement is a lease at inception.

9 unchanged sentences

Deferred tax assets and liabilities are measured using enacted tax rates expected to be applicable to taxable income in the years in which those temporary differences are expected to be recovered or settled.

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

The effect on deferred tax assets and liabilities from a change in tax rates is recognized in income in the period that includes the enactment date.

Valuation of Deferred Tax Assets

2 unchanged sentences

The Company reviews the likelihood that the benefit of the deferred tax assets will be realized and the need for valuation allowances on a quarterly basis, or more frequently if events indicate that a review is required.

We have not taken a tax position that, if challenged, would have a material effect on the condensed consolidated financial statements or the effective tax rate for the three and six months ended June 30, 2025 and 2024.

As of June 30, 2025, the Company had a deferred tax asset of $ 90,858 .

We have not taken a tax position that, if challenged, would have a material effect on the condensed consolidated financial statements or the effective tax rate for the three and nine months ended September 30, 2025 and 2024.

As of September 30, 2025, the Company had a deferred tax liability of $ 237,729 .

As of December 31, 2024, the Company had a deferred tax asset of $ 49,526 .

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

The Company did no t have a valuation allowance as of September 30, 2025, or December 31, 2024.

ENVELA CORPORATION AND SUBSIDIARIES

33 unchanged sentences

The allowance for credit losses is determined based on the historical experience of collecting past due amounts, based on the degree of their aging.

In addition, specific accounts that are considered and expected to be uncollectable are included in the allowance for credit losses.

In addition, specific accounts that are considered and expected to be uncollectible are included in the allowance for credit losses.

Accounts receivables are considered delinquent when payment has not been made within contract terms.

Accounts receivables are written off when all efforts to collect have been exhausted and the potential for recovery is considered remote.

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

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

Accounts receivable are written off when all efforts to collect have been exhausted and the potential for recovery is considered remote.

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

As of September 30, 2025, and December 31, 2024, the commercial segment’s allowance for credit losses was $ 631,547 and $ 433,159 , respectively.

Consumer Segment

8 unchanged sentences

The cost of our technology assets is an amount equal to that paid for the individual asset or lot of goods, or, in instances in which we have an obligation to sell the asset before we pay for it, we utilize the retail cost method to estimate its value.

The cost of our processed and unprocessed inventory, primarily consisting of base metals and electronic scrap materials, is determined by utilizing the weighted average cost method.

Inherent to the retail cost method are certain management judgments and estimates that may impact the ending inventory valuation of such assets, as well as the gross profit recognized at the time of sale of such assets.

We believe that our estimates related to the application of the retail cost method in valuing such assets reasonably estimates cost.

The cost of our processed and unprocessed inventory, primarily consisting of base metals and electronic scrap with grades laden with precious metals, is determined by utilizing the weighted average cost method.

We monitor metals-based commodity markets to assess any adverse impact on the carrying value of our inventory.

1 unchanged sentence

Goodwill is not amortized but evaluated for impairment on an annual basis during the fourth quarter of our fiscal year, or earlier if events or circumstances indicate the carrying value may be impaired.

There were no triggering events identified during the six months ended June 30, 2025, requiring an interim goodwill impairment test, and the Company did not record a goodwill impairment charge in any of the periods presented.

There were no triggering events identified during the nine months ended September 30, 2025, requiring an interim goodwill impairment test, and the Company did not record a goodwill impairment charge in any of the periods presented.

See Note 5 – Goodwill for further details.

5 unchanged sentences

The following table depicts the estimated useful lives of our property and equipment asset classes:

Automobiles and trucks

Building improvements

1 unchanged sentence

Furniture and fixtures

Office technology

Machinery and equipment

3 to 10 years

Leasehold improvements

Shorter of 15 years or remaining lease term

Production and material handling equipment

5 to 10 years

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

6 unchanged sentences

The following table depicts the estimated useful lives of our property and equipment asset classes:

Customer lists

Enterprise resource planning systems

Customer lists, relationships, and contracts

Technology (1)

Trademarks/tradenames

(1) Technology consists of domain names, software assets, and enterprise resource planning systems.

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

5 unchanged sentences

The Company is currently evaluating the potential impact of adopting this new guidance on the consolidated financial statements and related disclosures.

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

In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets ("ASU 2025-05"), which provides a practical expedient related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under ASC 606, Revenue from Contracts with Customers.

The practical expedient permits an entity to assume that current conditions as of the balance sheet date do not change for the remaining life of the current accounts receivable and current contract assets.

The guidance is effective for annual and interim periods beginning after December 15, 2025, with early adoption and prospective application permitted.

The Company is currently evaluating the potential impact of adopting this new guidance on the consolidated financial statements and related disclosures.

ENVELA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”).

ASU 2025-06 updates the accounting for internal-use software by replacing former stage-based rules with a principles-based framework.

Entities will now capitalize costs associated with internal-use software only when management has authorized and committed funding and it is probable that the project will be completed and the software will be used to perform the intended function.

ASU 2025-06 also supersedes website development cost guidance, moving it to ASC 350-40.

The guidance is effective for annual and interim periods beginning after December 15, 2027, with early adoption and prospective, retrospective or a modified transition application permitted.

The Company is currently evaluating the potential impact of adopting this new guidance on the consolidated financial statements and related disclosures.

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

NOTE 4 — INVENTORIES

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

September 30,

Trade inventories

2 unchanged sentences

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

September 30,

Opening balance

7 unchanged sentences

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

September 30,

Building and improvements

17 unchanged sentences

accumulated depreciation

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

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

ENVELA CORPORATION AND SUBSIDIARIES

2 unchanged sentences

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

September 30,

Customer lists

Trademarks/tradenames

Assets under development (1)

7 unchanged sentences

accumulated amortization

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

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

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

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

ENVELA CORPORATION AND SUBSIDIARIES

2 unchanged sentences

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

September 30,

Accrued interest

5 unchanged sentences

The CODM uses operating income to evaluate the performance of the overall business, make investing decisions, and allocate resources.

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

Three Months Ended June 30,

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

Three Months Ended September 30,

Cost of goods sold

1 unchanged sentence

Depreciation and amortization

Operating income

Operating income (loss)

ENVELA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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

Three Months Ended June 30,

Operating income

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

Three Months Ended September 30,

Operating income (loss)

Interest expense

Income before income taxes

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

Six Months Ended June 30,

Income (loss) before income taxes

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

Nine Months Ended September 30,

Cost of goods sold

1 unchanged sentence

Depreciation and amortization

Operating income

Operating income (loss)

ENVELA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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

Six Months Ended June 30,

Operating income

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

Nine Months Ended September 30,

Operating income (loss)

Interest expense

Income before income taxes

Income (loss) before income taxes

Other significant segment items that are regularly reviewed by the CODM are Capital Expenditures, which the Company defines as any purchases of property and equipment or intangible assets.

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

Three Months Ended June 30,

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

Six Months Ended June 30,

The following table depicts Capital Expenditures for the three months ended September 30, 2025 and 2024:

Three Months Ended September 30,

The following table depicts Capital Expenditures for the nine months ended September 30, 2025 and 2024:

Nine Months Ended September 30,

The following table depicts the Company’s total assets:

June 30, 2025

September 30, 2025

December 31, 2024

2 unchanged sentences

NOTE 10 — REVENUE

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

Three Months Ended June 30,

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

Six Months Ended June 30,

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

Three Months Ended September 30,

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

Nine Months Ended September 30,

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

7 unchanged sentences

Closing Balance - 9/30/2025

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

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

ENVELA CORPORATION AND SUBSIDIARIES

1 unchanged sentence

NOTE 11 — LEASES

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

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

Total minimum lease payments

2 unchanged sentences

imputed interest

( 1,192,849 )

current portion

All of the Company’s leased facilities as of June 30, 2025, are non-cancellable.

All of the Company’s leased facilities as of September 30, 2025, are non-cancellable.

The leases are a combination of triple net leases, for which the Company pays its proportionate share of common area maintenance, property taxes, and property insurance, and modified gross leases, for which the Company directly pays for common area maintenance and property insurance.

1 unchanged sentence

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

Six Months Ended June 30,

Nine Months Ended September 30,

Non-cash activities:

2 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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

Three Months Ended June 30,

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

Three Months Ended September 30,

Operating lease cost

1 unchanged sentence

Short-term lease cost

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

Six Months Ended June 30,

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

Nine Months Ended September 30,

Operating lease cost

1 unchanged sentence

Short-term lease cost

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

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

As of September 30, 2025, the weighted average remaining lease term and weighted average discount rate for operating leases were 4.8 years and 5.1 %.

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

NOTE 12 — BASIC AND DILUTED AVERAGE SHARES

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

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

Three Months Ended

September 30,

Basic weighted average shares

1 unchanged sentence

Diluted weighted average shares

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

Six Months Ended

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

Nine Months Ended

September 30,

Basic weighted average shares

1 unchanged sentence

Diluted weighted average shares

For three and six months ended June 30, 2025 and 2024, there were 0 and 15 thousand Common Stock options unexercised, respectively.

For the three and six months ended June 30, 2025 and 2024, there were no anti-dilutive shares.

ENVELA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For three and nine months ended September 30, 2025 and 2024, there were 0 and 15 thousand Common Stock options unexercised, respectively.

For the three and nine months ended September 30, 2025 and 2024, there were no anti-dilutive shares.

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

1 unchanged sentence

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

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

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

Total Number of

13 unchanged sentences

Balance as of June 30, 2025

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

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

July 1 - 31, 2025

August 1 - 31, 2025

September 1 - 30, 2025

Balance as of September 30, 2025

For the three months ended September 30, 2025, the Company repurchased 11,562 shares for $ 67,582 , for an average price of $ 5.85 .

For the nine months ended September 30, 2025, the Company repurchased 32,225 shares for $ 188,908 , for an average price of $ 5.86 .

ENVELA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

The following table lists the repurchase of Company shares for the three and nine months ended September 30, 2024:

Total Number of

Average Price

Shares Available

Fiscal Period

Shares Purchased

Paid per Share

Balance as of January 1, 2024

January 1 - 31, 2024

February 1 - 29, 2024

March 1 - 31, 2024

Balance as of March 31, 2024

April 1 - 30, 2024

May 1 - 31, 2024

June 1 - 30, 2024

Balance as of June 30, 2024

July 1 - 31, 2024

August 1 - 31, 2024

September 1 - 30, 2024

Balance as of September 30, 2024

For the three months ended September 30, 2024, the Company repurchased 147,195 shares for $ 728,510 , for an average price of $ 4.95 .

For the nine months ended September 30, 2024, the Company repurchased 500,624 shares for $ 2,348,995 , for an average price of $ 4.69 .

ENVELA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 13 — DEBT

1 unchanged sentence

Outstanding Balance

September 30,

Note payable, FSB (1)

16 unchanged sentences

(4) On September 14, 2020, the consumer segment entered into a $ 496 thousand secured amortizing note payable with Texas Bank & Trust (“TBT”).

The note payable bears interest at 3.75 % and matures on September 14, 2025.

The note payable incurred interest at 3.75 % and matured on September 14, 2025.

(5) On July 30, 2021, the consumer segment entered into a $ 1.772 million secured amortizing note payable with TBT.

10 unchanged sentences

(9) On November 4, 2020, a wholly owned subsidiary of Envela entered into a $ 2.960 million secured amortizing note payable with TBT.

The note payable bears interest at 3.25 % and matures on November 3, 2025.

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

The note payable incurred interest at 3.25 % , matured and was paid off on November 3, 2025.

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

Note payable, FSB (1)

6 unchanged sentences

Note payable, TBT (9)

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

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

Refer to (1) through (9) below the previous table for descriptions of the Company’s Debt Obligations.

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

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

Scheduled Principal Payments and Maturities by Year

5 unchanged sentences

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

As of June 30, 2025, no awards have been granted under the 2025 Plan.

As a result, no stock-based compensation expense was recognized for the three and six months ended June 30, 2025 and 2024.

As of September 30, 2025, no awards have been granted under the 2025 Plan.

In the 2024 comparative period, there was no stock-based compensation activity under any prior plans.

As a result, no stock-based compensation expense was recognized for the three and nine months ended September 30, 2025 and 2024.

NOTE 15 — RELATED PARTY TRANSACTIONS

7 unchanged sentences

However, the outcomes of any currently pending lawsuits, claims, and proceedings cannot be predicted, and therefore, there can be no assurance that this will be the case.

There are no loss contingencies subject to reporting for the three and six months ended June 30, 2025 and 2024.

There are no loss contingencies subject to reporting for the three and nine months ended September 30, 2025 and 2024.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements