This annual report on Form 10-K for the fiscal year ended December 31, 2024 (this “Form 10-K”), including but not limited to “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” below, information concerning our business prospects or future financial performance, anticipated revenues, expenses, profitability or other financial items, and our strategies, plans and objectives, together with other statements that are not historical facts, includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Forward-looking statements generally can be identified by the use of forward-looking terminology, such as “may,” “will,” “would,” “expect,” “intend,” “could,” “estimate,” “should,” “anticipate,” “potential,” “continue,” “deploy,” or “believe.” We intend that all forward-looking statements be subject to the safe harbors created by these laws. All statements other than statements of historical information provided herein are forward-looking and may contain information about financial results, economic conditions, trends, and known uncertainties.
Forward-looking statements may relate to future financial conditions, results of operations, plans, strategies, objectives, performance or business developments. All forward-looking statements are based on current expectations regarding important risk factors. Many of these risks and uncertainties are beyond our ability to control, and, in many cases, we cannot predict all of the risks and uncertainties that could cause our actual results to differ materially from those expressed in the forward-looking statements, including, but not limited to, risks and uncertainties related to:
| ● | An inability to maintain relationships with significant clients or renew contracts with them on favorable terms; |
| ● | The market for precious metals is inherently unpredictable; |
| ● | An inability to increase retail prices to reflect higher commodity costs; |
| ● | Adverse economic conditions in the United States (“U.S.”) or in other key markets we sell into, and resulting declines in consumer confidence and spending; |
| ● | Consumer wholesale and retail jewelry business is seasonal, with sales traditionally greater during certain holiday seasons; |
| ● | Intense competition across all markets for our products and services; |
| ● | A decrease in demand for the Company’s products and services and the failure of the Company to adapt to such decreases; |
| ● | Misjudging consumer demand; |
| ● | Adapting to consumer buying preferences for lab-grown diamonds; |
| ● | Consumer acceptance of near-perfect counterfeit products; |
| ● | The proliferation of near-perfect counterfeit products; |
| ● | 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; |
| ● | Our status as a “controlled company” could make our shares of common stock, par value $0.01 per share (the “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; |
| ● | The Company is subject to maintaining an anti-money laundering (“AML”) compliance program, and the failure to comply could adversely affect the Company’s reputation and ability to obtain merchandise; |
| ● | 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 may refuse to renew or grant licenses and permits, thus restricting our ability to operate; |
| ● | Changes to environmental, social, and governance (“ESG”) regulations may impact our reputation and financial results; |
| ● | U.S. governmental regulation and environmental, health and safety requirements may adversely affect our business; |
| ● | The Company’s websites may be vulnerable to security breaches and similar threats, which could result in liability for damages or harm to the Company’s reputation; |
| ● | A failure of the information systems could prevent the Company from effectively managing and controlling operations and serving customers; |
| ● | The Company may be subject to business, compliance, and reputational risks associated with artificial intelligence (“AI”); |
| ● | Outbreaks of epidemics, pandemics or other public health emergencies have disrupted, and could in the future disrupt, our operations; |
| ● | We may incur losses because of unforeseen or catastrophic events, terrorist attacks, extreme weather events or other natural disasters; |
| ● | Geopolitical conflicts, military action, and civil unrest could result in global supply chain disruptions and uncertain economic conditions; |
| ● | Changes in liquidity and capital requirements and the ability to secure financing and credit could materially and adversely affect the Company’s financial condition and results of operations; |
| ● | The impact of sustained high interest rates; |
| ● | The Company’s success depends on the ability to attract, retain, and motivate qualified directors, management, and other skilled employees; |
| ● | The Company’s expansion into new geographical regions; |
| ● | The Company may take on additional liabilities in connection with acquisitions, or it may not be able to successfully integrate such acquisitions; |
| ● | 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; |
| ● | We may incur losses because of a failure to manage and protect our clients’ assets throughout the information technology (“IT”) asset disposition (“ITAD”) process; and |
| ● | We may incur an increase in taxes as a result of changes in tax rules. |
Actual results could differ materially from those expressed in the forward-looking statements, and readers should not regard those statements as a representation by us or any other person that the results expressed in the statements will be achieved
Important risk factors that could cause results or events to differ from current expectations are described under “Item 1A. Risk Factors” below and elsewhere in this Form 10-K. These factors are not intended to be an all-encompassing list of risks and uncertainties that may affect the operations, performance, development, and results of our business.
Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. We undertake no obligation to release publicly the results of any revisions to these forward-looking statements which may be made to reflect events or circumstances after the date thereon, including without limitation, changes in our business strategy or planned capital expenditures, segment growth plans, or to reflect the occurrence of unanticipated events.
Unless expressly indicated or the context requires otherwise, the terms "Envela," "company," "we," "us," and "our" in this document refer to Envela Corporation, a Nevada corporation, and, where appropriate, its subsidiaries.
