Envela Corp - Quarter Report: 2011 September (Form 10-Q)

Unassociated Document

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2011

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___ to ___

Commission File Number 1-11048

DGSE Companies, Inc.

(Exact name of registrant as specified in its charter)

Nevada		88-0097334
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

11311 Reeder Road

Dallas, Texas 75229

(972) 484-3662

(Address, including zip code, and telephone

number, including area code, of registrant’s

principal executive offices)

NONE

(Former name, former address and former

fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

YES þ NO ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ¨	Accelerated filer ¨
Non-accelerated filer ¨	Smaller reporting company þ

(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

YES ¨ NO þ

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of November 14, 2011:

Class		Outstanding
Common stock, $.01 par value per share		11,220,294

TABLE OF CONTENTS

		Page No.
PART I.	FINANCIAL INFORMATION

Item 1.	Consolidated Financial Statement:

	Consolidated Balance Sheets as of September 30, 2011 and December 31, 2010		1

	Consolidated Statements of Operations for the three months ended		2
	September 30, 2011 and 2010

	Consolidated Statements of Operations for the nine months ended		3
	September 30, 2011 and 2010

	Consolidated Statements of Cash Flows for the nine months ended		4
	September 30, 2011 and 2010

	Notes to Consolidated Financial Statements		5

Item 2.	Management’s Discussion and Analysis of Financial Condition		10
	and Results of Operations.

Item 3.	Quantitative and Qualitative Disclosures About Market Risk.		17

Item 4.	Controls and Procedures.		17

PART II.	OTHER INFORMATION

Item 3.	Legal Proceedings.		18

Item 5.	Other Information.		18

Item 6.	Exhibits.		19

SIGNATURES			23

DGSE Companies, Inc. and Subsidiaries

PART I. FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements.

CONSOLIDATED BALANCE SHEETS

	September 30, 2011		December 31, 2010
	Unaudited
ASSETS
Current Assets:
Cash and cash equivalents	$	5,969,640	$	871,468
Trade receivables		764,916		793,869
Inventories		20,877,185		17,046,716
Prepaid expenses		542,191		416,376
Prepaid federal income tax		319,772		319,772
Total current assets		28,473,704		19,448,201

Marketable securities – available for sale		--		7,500
Property and equipment, net		4,486,892		4,466,517
Deferred income taxes		3,126,353		2,844,511
Goodwill		3,635,531		837,117
Intangible assets, net		2,414,605		2,435,339
Other assets		357,650		220,949
	$	42,494,735	$	30,260,134

LIABILITIES
Current Liabilities:
Notes payable	$	2,052,455	$	52,455
Current maturities of long-term debt		420,170		420,170
Line of credit		3,499,887		3,499,887
Accounts payable – trade		923,154		1,791,451
Accrued expenses		2,536,100		260,361
Customer deposits		2,486,684		2,428,452
Total current liabilities		11,918,450		8,452,776

Long-term debt, less current maturities		2,735,791		3,169,647
Convertible debt, net of debt discount		--		148,000
		14,654,241		11,770,423

STOCKHOLDERS’ EQUITY
Common stock, $.01 par value; 30,000,000 shares authorized; 11,220,294 and 9,986,065 shares issued and outstanding at the end of each period, respectively.		112,204		99,861
Additional paid-in capital		27,413,165		19,084,646
Retained earnings (deficit)		315,125		(694,796	)
		27,840,494		18,489,711
	$	42,494,735	$	30,260,134

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

DGSE Companies, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF OPERATIONS

	Three months ended September 30,
	2011			2010
	Unaudited
Revenue
Sales	$	47,528,207		$	18,108,477

Costs and expenses
Cost of goods sold		41,968,100			15,344,631
Selling, general and administrative expenses		3,570,242			2,440,108
Depreciation and amortization		86,743			99,794
		45,625,085			17,884,533

Operating income		1,903,122			223,944

Other income (expense)
Interest expense		(133,496	)		(85,435	)
Reserve for legal settlement		(1,700,000	)		--

Earnings before income taxes		69,626			138,509

Income tax (benefit) expense		(69,584	)		--

Net earnings (loss)		139,210			138,509

Earnings per common share
Basic	$	0.01		$	0.01

Diluted	$	0.01		$	0.01

Weighted average number of common shares
Basic		11,220,329			9,833,635
Diluted		11,972,787			10,398,670

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

DGSE Companies, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF OPERATIONS

	Nine months ended September 30,
	2011			2010
	Unaudited
Revenue
Sales	$	105,573,142		$	56,201,530

Costs and expenses
Cost of goods sold		92,671,662			48,097,685
Inventory impairment		--			3,771,703
Selling, general and administrative expenses		9,184,257			7,486,053
Depreciation and amortization		289,053			236,098
		102,144,972			59,591,539

Operating income (loss)		3,428,170			(3,390,009	)

Other income (expense)
Other income		1,745			18,302
Gain on debt settlement		--			9,198,570
Loss on legal settlement		(1,700,000	)		(385,000	)
Interest expense		(326,061	)		(369,824	)

Earnings before income taxes		1,403,854			5,072,039

Income tax (benefit) expense		393,933			(580,996	)

Net earnings		1,009,921			5,653,035

Earnings per common share
Basic	$	0.10		$	0.57

Diluted	$	0.09		$	0.54

Weighted average number of common shares
Basic		10,453,450			9,833,635
Diluted		11,134,368			10,398,670

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

DGSE COMPANIES, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Nine months ended September 30,
	2011			2010
Cash flows from operating activities	Unaudited

Net earnings	$	1,009,921		$	7,475,890
Adjustments to reconcile net earnings to net cash provided by perating activities:
Depreciation and amortization		289,053			236,098
Deferred income taxes		379,113			1,313,188
Non cash legal settlement		--			385,000
Gain on eliminations of long term debt		--			(9,198,570	)
Gain on sale of marketable securities		--			(17,400	)
Stock option expense		17,884			--
Noncash interest expense – discount amortization		14,123			--
(Increase) decrease in operating assets and liabilities:
Trade receivables		290,969			(172,738	)
Inventories		(414,999	)		1,738,388
Prepaid expenses		(202,149	)		(138,358	)
Prepaid federal income taxes		--			7,953
Other assets		--			(38,298	)
Accounts payable and accrued expenses		3,844,780			(903,533	)
Customer deposits		58,232			(905,013	)
Net cash provided by (used in) operating activities		5,286,927			(217,433	)
Cash flows from investing activities
Purchase of property and equipment		(218,086	)		(287,340	)
Cash acquired in SBT acquisition		455,687			--
Proceeds from sale of marketable securities		7,500			62,400
Net cash provided by (used in) investing activities		245,101			(224,940	)
Cash flows from financing activities
Repayments on line of credit		--			(365,113	)
Repayments of notes payable		(433,856	)		(1,018,465	)
Proceeds from notes payable		--			1,000,000
Net cash provided by (used in) financing activities		(433,856	)		(383,578	)

Net increase (decrease) in cash and cash equivalents		5,098,172			(825,951	)
Cash and cash equivalents at beginning of period		871,468			1,446,724
Cash and cash equivalents at end of period	$	5,969,640		$	620,773

DGSE COMPANIES, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF CASH FLOWS

Supplemental disclosures:

Interest paid for the nine months ended September 30, 2011 and 2010 was $311,937and $369,824, respectively.

Income taxes paid for the nine months ended September 30, 2011 and 2010 was $0 and $0, respectively.

Noncash activities:

On May 16, 2011, the Company issued 125,000 shares of its common stock to NTR Metals, LLC to settle approximately $511,000 of outstanding trade payables.

In April 2011, the Company issued 42,857 shares of its common stock to settle $150,000 of outstanding obligations pursuant to the terms of the Company’s convertible debt agreements.

In July 2011, the Company issued 28,572 shares of its common stock to settle $100,000 of outstanding obligations pursuant to the terms of the Company’s convertible debt agreements.

On September 12, 2011, the Company issued 400,000 shares of its common stock to NTR Metals, LLC to settle $2,000,000 of outstanding trade payables.

On September 14, the Company issued 600,000 shares of its common stock to acquire Southern Bullion Trading, LLC.

During 2011, the Company has issued 37,800 shares of its common stock in non-employee compensation to an unrelated party for services rendered.

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

DGSE COMPANIES, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1)	Basis of Presentation.

The accompanying unaudited condensed consolidated financial statements of DGSE Companies, Inc. and Subsidiaries include the financial statements of DGSE Companies, Inc. and its wholly-owned subsidiaries, DGSE Corporation, Charleston Gold and Diamond Exchange, Inc., Superior Gold and Diamond Exchange, Inc. Superior Precious Metals, Inc., American Gold and Diamond Exchange, Inc. and SBT,Inc. In the opinion of management, all adjustments consisting of normal recurring accruals considered necessary for a fair presentation have been included.

The interim financial statements of DGSE Companies, Inc. included herein have been prepared by us pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to the Commission's rules and regulations, although we believe that the disclosures are adequate to make the information presented not misleading. We suggest that these financial statements be read in conjunction with the financial statements and notes included in our Annual Report on Form 10-K for the year ended December 31, 2010. In our opinion, the accompanying unaudited interim financial statements contain all adjustments, consisting only of those of a normal recurring nature, necessary to present fairly its results of operations and cash flows for the periods presented. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year. Certain reclassifications were made to the prior year's consolidated financial statements to conform to the current year presentation.

(2)	Inventory.

A summary of inventories is as follows:

	September 30, 2011		December 31, 2010
Jewelry		11,843,365	$	12,568,505
Rare coins		2,566,889		2,222,558
Bullion		2,556,359		1,808,070
Scrap gold		3,910,572		447,584
Total	$	20,877,185	$	17,046,716

(3)	Earnings per share.

A reconciliation of the earnings and shares of the basic earnings per common share and diluted earnings per common share for the three periods ended September 30, 2011 and 2010 is as follows:

	2011							2010
	Three months ended September 30,							Three months ended September 30,
	Net Earnings		Shares		Per share			Net Earnings		Shares		Per share

Basic earnings per common share	$	139,210		11,220,329	$	0.01		$	,138,509		9,833,635	$	0.01
Effect of dilutive stock options		—		752,458	$	(0.00	)		—		565,035		—
Diluted earnings per common share	$	139,210		11,972,787	$	0.01		$	138,509		10,398,670	$	0.01

A reconciliation of the earnings and shares of the basic earnings per common share and diluted earnings per common share for the six month periods ended September 30, 2011 and 2010 is as follows:

	2011							2010
	Nine months ended September 30,							Nine months ended September 30,
	Net Earnings		Shares		Per share			Net Earnings		Shares		Per share

Basic earnings per common share	$	1,009,921		10,453,450	$	0.10			5,653,035		9,833,635	$	0.57
Effect of dilutive stock options		—		680,918	$	(0.01	)		—		565,035		(0.03	)
Diluted earnings per common share	$	1,009,921		11,134,368	$	0.09		$	5,653,035		10,398,670	$	0.54

DGSE COMPANIES, Inc. and Subsidiaries

For the three and nine months ended September 30, 2011 and 2010, 0 and 29,500 shares, respectively, related to employee stock options were not added to the denominator because inclusion of such shares would be antidilutive.

The following table sets forth outstanding shares of common stock issued in the form of employee stock options as of September 30:

	2011		2010

Employee stock options		1,498,134		1,498,134

(4)	Business segment information.

Management identifies reportable segments by product or service offered. Each segment is managed separately. Corporate and other includes certain general and administrative expenses not allocated to segments and pawn operations. The Company had no significant non cash items other than depreciation and amortization. Our operations by segment for the three months ended September 30 were as follows:

(In thousands)	Retail Jewelry		Wholesale Jewelry			Precious Metals		Rare Coins		Discontinued Operations		Corporate and Other			Consolidated
Revenues
2011	$	18,040	$	735		$	23,998	$	4,755	$	—	$	—		$	47,528
2010		5,714		626			9,200		2,568		—		—			18,108

Net earnings (loss)
2011		611		12			383		171		—		(1,038	)		139
2010		63		(26	)		184		65		—		(147	)		139

Identifiable assets
2011		35,649		1,723			2,556		2,567		0		—			42,495
2010		22,488		1,715			1,725		1,138		295		815			28,176

Goodwill
2011		2,798		837			—		—		—		—			3,635
2010		—		837			—		—		—		—			837

Capital Expenditures
2011		208		—			—		—		—		—			208
2010		96		—			—		—		—		—			96

Depreciation and amortization
2011		83		4			—		—		—		—			87
2010		100		—			—		—		—		—			100

Interest expense
2011		133		—			—		—		—		—			133
2010		85		—			—		—		—		—			85

Income tax expense
2011		69		—			—		—		—		—			(69	)
2010		—		—			—		—		—		—			—

DGSE COMPANIES, Inc. and Subsidiaries

Our operations by segment for the nine months ended September 30 were as follows:

(In thousands)	Retail Jewelry			Wholesale Jewelry			Precious Metals		Rare Coins		Discontinued Operations		Corporate and Other			Consolidated
Revenues
2011	$	33,951		$	2,269		$	57,346	$	12,007	$	—	$	—		$	105,573
2010		17,524			1,845			29,288		7,545		—		—			56,202

Net earnings (loss)
2011		633			57			977		381		—		(1,038	)		1,010
2010		(2,297	)		(28	)		549		216		—		7,213			5,653

Identifiable assets
2011		35,649			1,723			2,556		2,567		0		—			42,495
2010		22,488			1,715			1,725		1,138		295		815			28,176

Goodwill
2011		2,798			837			—		—		—		—			3,635
2010		—			837			—		—		—		—			837

Capital Expenditures
2011		351			—			—		—		—		—			351
2010		233			—			—		—		—		—			233

Depreciation and amortization
2011		285			4			—		—		—		—			289
2010		236			—			—		—		—		—			236

Interest expense
2011		315			11			—		—		—		—			326
2010		370			—			—		—		—		—			370

Income tax expense
2011		394			—			—		—		—		0			394
2010		(581	)		—			—		—		—		1,337			(581	)

(5)	Stock-based Compensation.

The Company accounts for share-based compensation by measuring the cost of the employee services received in exchange for an award of equity instruments, including grants of stock options, based on the fair value of the award at the date of grant. In addition, to the extent that the Company receives an excess tax benefit upon exercise of an award, such benefit is reflected as cash flow from financing activities in the consolidated statement of cash flows. Stock-based compensation expense includes compensation expense for new share-based awards and for share-based awards granted prior to, but not yet vested, as of January 1, 2006.

Stock-based compensation expense for the nine months ended September 30, 2011 and 2010 was $17,884 and $0, respectively, relating to employee and director stock options and out employee stock purchase plan.

DGSE COMPANIES, Inc. and Subsidiaries

(6)	Related party transactions.

The Company purchases and sells a substantial portion of precious metal and bullion to NTR Metals. During 2010, NTR Metals, pursuant to the partial assignment of the Company’s rights as a Buyer to NTR under the Company-SIBL Purchase Agreement, became a major stockholder of the Company. During the nine months ended September 30, 2011, the Company sold approximately $38.5 million of precious metals and bullion to NTR Metals. During the nine months ended September 30, 2011, the Company purchased approximately $20.9 million in precious metal and bullion from NTR Metals to fulfill customer orders. As of September 30, 2011, the Company’s was obligated to pay $2,476,000 to NTR Metals.

On May 16, 2011, the Company issued 125,000 shares of common stock to NTR Metals, LLC to settle $511,207 of outstanding obligations resulting from the purchase bullion.

On September, 2011, the Company announced that it had completed its acquisition of 100 percent of Southern Bullion Trading, LLC (SBT). A subsidiary of our refining partner NTR Metals, LLC was the majority owner of SBT. Under the terms of the acquisition, DGSE acquired SBT for 600,000 shares of restricted DGSE common stock. In connection with this transaction, NTR Metals made an equity investment in DGSE of $2 million dollars and received 400,000 DGSE restricted common shares. The proceeds of this financing will be dedicated to SBT’s operations and future expansion.

In connection with the Stanford Bank settlement, NTR Metals, LLC entered into an option contract with the Company’s Chief Executive Officer, Chairman of the Board and primary shareholder to purchase 1,000,000 common shares at an exercise price of $6.00 per common share until May 25, 2014. The original terms of the option contract required NTR Metals, LLC to exercise the option in its entirety. On June 10, 2011, the terms of the option contract were modified to allow NTR Metals, LLC to exercise the option contract in increments of 100,000 shares from June 10, 2011 to July 15, 2011. The option contract was subsequently modified to extend the incremental exercise option to August 15, 2011. By August 15, 2011, NTR Metals, LLC had completed its purchase pursuant to the option agreement.

(7)	Acquisitions.

Southern Bullion Trading, LLC. On September 14, 2011, we completed our acquisition of Southern Bullion Trading, LLC, which we refer to as SBT, in exchange for the issuance of 600,000 restricted shares of the common stock of DGSE. SBT is one of the largest precious-metals chains in the Southeast, with twenty-two locations in Tennessee, Alabama, Georgia, North Carolina and South Carolina that buy and sell bullion, coins, paper money, pre-owned watches, diamonds and all forms of gold and silver.

The total purchase price has been allocated to the fair value of assets acquired and liabilities assumed as follows:

Goodwill	$	2,798,414
Deferred tax asset		660,955
Property and other assets		848,678
Inventory		3,415,470
Liabilities assumed		(2,281,517	)
Total purchase price	$	5,442,000

In accordance with SFAS 142, the goodwill will not be amortized but instead tested for impairment in accordance with the provisions of SFAS 142 at least annually and more frequently upon the occurrence of certain events.

The operating results of SBT have been included in the consolidated financial statements since the acquisition date of September 14, 2011. We entered into this transaction seeing it as an opportunistic acquisition that would allow us to expand our operations and provide a platform for future growth.

(8) Legal proceedings.

The Company is a defendant in a lawsuit, filed by a customer alleging breach of contract and fiduciary duty amongst other allegations, which seeks damages in excess of $10,000,000. The Company proposed a settlement in the amount of $1,700,000, based on the advice of the Company’s legal counsel. Consequently, $1,700,000 was charged to operations in the accompanying 2011 financial statement.

(9) Subsequent events.

On October 25, 2011, NTR Metals, LLC entered into an option contract with the Company to purchase 5,000,000 shares of the Company’s common stock at an exercise price of $15 per share to settle $2,500,000 of outstanding obligations resulting from bullion transactions.

DGSE COMPANIES, Inc. and Subsidiaries

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Forward-Looking Statements

The statements, other than statements of historical facts, included in this report are forward-looking statements. 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" or "believe." We believe that the expectations reflected in such forward-looking statements are accurate. However, we cannot assure you that these expectations will occur. Our actual future performance could differ materially from such statements. Factors that could cause or contribute to these differences include, but are not limited to:

· uncertainties regarding price fluctuations in the price of gold and other precious metals;

· our ability to manage inventory fluctuations and sales;

· changes in governmental rules and regulations applicable to the specialty financial services industry;

· the results of any unfavorable litigation;

· interest rates;

· economic pressures affecting the disposable income available to our customers;

· our ability to maintain an effective system of internal controls;

· the other risks detailed from time to time in our SEC reports.

Additional important factors that could cause our actual results to differ materially from our expectations are discussed under “Risk Factors” in our Annual Report on Form 10-K for our fiscal year ended December 31, 2010. You should not unduly rely on these forward-looking statements, which speak only as of the date of this report. Except as required by law, we are not obligated to publicly release any revisions to these forward-looking statements to reflect events or circumstances occurring after the date of this report or to reflect the occurrence of unanticipated events.

Our Business

We buy and sell jewelry, bullion products and rare coins. Our customers include individual consumer, dealers and institutions throughout the United States. Our products and services are marketed through our facilities in Dallas and Euless, Texas; Mt. Pleasant, South Carolina; Woodland Hills, California and through our internet web sites DGSE.com; CGDEinc.com; SGBH.com; USBullionExchange.com; Americangoldandsilverexchange.com; and FairchildWatches.com.

We operate eight primary internet sites and over 900 related landing sites on the World Wide Web. Through the various sites we operate a virtual store, real-time auction of rare coin and jewelry products, free quotations of current prices on all commonly traded precious metal and related products, trading in precious metals, a mechanism for selling unwanted jewelry, rare coins and precious metals and wholesale prices and information exclusively for dealers on pre-owned fine watches. Over 7,500 items are available for sale on our internet sites including $2,000,000 in diamonds.

In May 2011 we opened DGSE Bullion Express Stores with its first two locations in Woodland Hills, California and Dallas, Texas. In October 2011 we opened an additional location in Dallas, Texas. DGSE Bullion Express will provide immediate delivery of all precious metals products in transactions facilitated by its refining partner.

In addition to selling precious metals products, Bullion Express locations will also purchase precious metals products, scrap and pre-owned jewelry providing two way markets for customers with the same professional service and reliability they have come to know from DGSE’s four flagship stores and web based channels. Certain Bullion Express locations, including Woodland Hills and Dallas, will also include a retail environment where customers can purchase unique one of a kind jewelry pieces, diamonds and fine watches.

DGSE COMPANIES, Inc. and Subsidiaries

In June 2008, we moved Superior Galleries’ operations from Beverly Hills to Woodland Hills, California. Superior’s principal line of business is the sale of jewelry, rare coins and bullion on a retail and wholesale basis. Superior’s retail and wholesale operations are conducted in virtually every state in the United States. Superior also conducted live and internet auctions for customers seeking to sell their own coins prior to management’s decision to discontinue the live auction operations. Superior markets its services nationwide through broadcast and print media and independent sales agents, as well as on the internet through third party websites, and through its own website at SGBH.com.

Americangoldandsilverexchange.com, the over 900 proprietary Internet sites related to the home page of Americangoldandsilverexchange.com along with our existing locations in Texas, California and South Carolina, provide customers from all over the United States with a seamless and secure way to value and sell gold, silver, rare coins, jewelry, diamonds and watches.

Critical Accounting Policies and Estimates

The following discussion addresses our most critical accounting policies, which are those that are both important to the portrayal of our financial condition and results of operations and that require significant judgment or use of complex estimates.

Inventories. Jewelry and other inventories are valued at the lower of cost or market. Bullion is valued at the lower-of-cost-or-market (average cost).

The Company acquires a majority of its retail jewelry inventory from individuals that is pre-owned. The Company acquires the jewelry based on its own internal estimate of the fair market value of the items offered for sale considering factors such as the current spot market prices of precious metals and current demand for the items offered for sale. Because the overall market value for precious metals fluctuates, these fluctuations could have either a positive or negative impact to the profitability of the Company. The Company monitors these fluctuations to evaluate any impairment to its retail jewelry inventory.

Impairment of Long-Lived and Amortized Intangible Assets. The Company performs impairment evaluations of its long-lived assets, including property, plant and equipment and intangible assets with finite lives, including the customer base acquired in the Superior acquisition, whenever business conditions or events indicate that those assets may be impaired. When the estimated future undiscounted cash flows to be generated by the assets are less than the carrying value of the long-lived assets, the assets are written down to fair market value and a charge is recorded to current operations. Based on our evaluations no impairment was required as of September 30, 2011.

Impairment of Goodwill and Indefinite-Lived Intangible Assets. Goodwill and indefinite-lived intangible assets are tested for impairment annually, or more frequently if events or changes in circumstances indicate that the assets might be impaired. The Company performs its annual review at the beginning of the fourth quarter of each fiscal year.

The Company evaluates the recoverability of goodwill by estimating the future discounted cash flows of the businesses to which the goodwill relates. Estimated cash flows and related goodwill are grouped at the reporting unit level. A reporting unit is an operating segment or, under certain circumstances, a component of an operating segment that constitutes a business. When estimated future discounted cash flows are less than the carrying value of the net assets and related goodwill, an impairment test is performed to measure and recognize the amount of the impairment loss, if any. Impairment losses, limited to the carrying value of goodwill, represent the excess of the carrying amount of a reporting unit’s goodwill over the implied fair value of that goodwill. In determining the estimated future cash flows, the Company considers current and projected future levels of income as well as business trends, prospects and market and economic conditions.

The Company cannot predict the occurrence of certain events that might adversely affect the carrying value of goodwill and indefinite-lived intangible assets. Such events may include, but are not limited to, the impact of the economic environment, a material negative change in relationships with significant customers, or strategic decisions made in response to economic and competitive conditions.

Revenue Recognition. Revenue is generated from wholesale and retail sales of rare coins, precious metals, bullion and second-hand jewelry. The recognition of revenue varies for wholesale and retail transactions and is, in large part, dependent on the type of payment arrangements made between the parties. The Company recognizes sales on an F.O.B. shipping point basis.

DGSE COMPANIES, Inc. and Subsidiaries

The Company sells rare coins to other wholesalers/dealers within its industry on credit, generally for terms of 14 to 60 days, but in no event greater than one year. The Company grants credit to new dealers based on extensive credit evaluations and for existing dealers based on established business relationships and payment histories. The Company generally does not obtain collateral with which to secure its accounts receivable when the sale is made to a dealer. The Company maintains reserves for potential credit losses based on an evaluation of specific receivables and its historical experience related to credit losses.

Revenues for monetary transactions (i.e., cash and receivables) with dealers are recognized when the merchandise is shipped to the related dealer.

The Company also sells rare coins to retail customers on credit, generally for terms of 30 to 60 days, but in no event greater than one year. The Company grants credit to new retail customers based on extensive credit evaluations and for existing retail customers based on established business relationships and payment histories. When a retail customer is granted credit, the Company generally collects a payment of 25% of the sales price, establishes a payment schedule for the remaining balance and holds the merchandise as collateral as security against the customer’s receivable until all amounts due under the credit arrangement are paid in full. If the customer defaults in the payment of any amount when due, the Company may declare the customer’s obligation in default, liquidate the collateral in a commercially reasonable manner using such proceeds to extinguish the remaining balance and disburse any amount in excess of the remaining balance to the customer.

Under this retail arrangement, revenues are recognized when the customer agrees to the terms of the credit and makes the initial payment. We have a limited-in-duration money back guaranty policy (as discussed below).

In limited circumstances, the Company exchanges merchandise for similar merchandise and/or monetary consideration with both dealers and retail customers, for which the Company recognizes revenue in accordance with ASC 845 Nonmonetary Transactions. When the Company exchanges merchandise for similar merchandise and there is no monetary component to the exchange, the Company does not recognize any revenue. Instead, the basis of the merchandise relinquished becomes the basis of the merchandise received, less any indicated impairment of value of the merchandise relinquished. When the Company exchanges merchandise for similar merchandise and there is a monetary component to the exchange, the Company recognizes revenue to the extent of monetary assets received and determines the cost of sale based on the ratio of monetary assets received to monetary and non-monetary assets received multiplied by the cost of the assets surrendered.

The Company has a return policy (money-back guarantee). The policy covers retail transactions involving graded rare coins only. Customers may return graded rare coins purchased within 7 days of the receipt of the rare coins for a full refund as long as the rare coins are returned in exactly the same condition as they were delivered. In the case of rare coin sales on account, customers may cancel the sale within 7 days of making a commitment to purchase the rare coins. The receipt of a deposit and a signed purchase order evidences the commitment. Any customer may return a coin if they can demonstrate that the coin is not authentic, or there was an error in the description of a graded coin.

Revenues from the sale of consigned goods are recognized as commission income on such sale if the Company is acting as an agent for the consignor. If in the process of selling consigned goods, the Company makes an irrevocable payment to a consignor for the full amount due on the consignment and the corresponding receivable from the buyer(s) has not been collected by the Company at that payment date, the Company records that payment as a purchase and the sale of the consigned good(s) to the buyer as revenue as the Company has assumed all collection risk.

Taxes Collected From Customers. The Company’s policy is to present taxes collected from customers and remitted to governmental authorities on a net basis. The Company records the amounts collected as a current liability and relieves such liability upon remittance to the taxing authority without impacting revenues or expenses.

Allowance for Doubtful Accounts. The allowance for doubtful accounts requires management to estimate a customer’s ability to satisfy its obligations. The estimate of the allowance for doubtful accounts is particularly critical in the Company’s wholesale coin segment where a significant amount of the Company’s trade receivables are recorded. The Company evaluates the collectability of receivables based on a combination of factors. In circumstances where the Company is aware of a specific customer’s inability to meet its financial obligations, a specific reserve is recorded against amounts due to reduce the net recognized receivable to the amount reasonably expected to be collected. Additional reserves are established based upon the Company’s perception of the quality of the current receivables, including the length of time the receivables are past due, past experience of collectability and underlying economic conditions. If the financial condition of the Company’s customers were to deteriorate resulting in an impairment of their ability to make payments, additional reserves would be required.

DGSE COMPANIES, Inc. and Subsidiaries

Impairment of Goodwill and Indefinite-Lived Intangible Assets. In evaluating the recoverability of goodwill, it is necessary to estimate the fair value of the reporting units. The estimate of fair value of intangible assets is generally determined on the basis of discounted future cash flows. The estimate of fair value of the reporting units is generally determined on the basis of discounted future cash flows supplemented by the market approach. In estimating the fair value, management must make assumptions and projections regarding such items as future cash flows, future revenues, future earnings and other factors. The assumptions used in the estimate of fair value are generally consistent with the past performance of each reporting unit and are also consistent with the projections and assumptions that are used in current operating plans. Such assumptions are subject to change as a result of changing economic and competitive conditions. The rate used to discount estimated cash flows is a rate corresponding to the Company’s cost of capital, adjusted for risk where appropriate, and is dependent upon interest rates at a point in time. There are inherent uncertainties related to these factors and management’s judgment in applying them to the analysis of goodwill impairment. It is possible that assumptions underlying the impairment analysis will change in such a manner to cause further impairment of goodwill, which could have a material impact on the Company’s results of operations.

The analysis of the wholesale watch sales division resulting from the acquisition of Fairchild with a carrying value of goodwill of $837,117 resulted in no impairment as its estimated future discounted cash flows significantly exceeded the net assets and related goodwill.

Income Taxes. Income taxes are estimated for each jurisdiction in which we operate. This involves assessing the current tax exposure together with temporary differences resulting from differing treatment of items for tax and financial statement accounting purposes. Any resulting deferred tax assets are evaluated for recoverability based on estimated future taxable income. To the extent that recovery is deemed not likely, a valuation allowance is recorded.

The Company records deferred income tax assets and liabilities for differences between the book basis and tax basis of the related net assets. The Company records a valuation allowance, when appropriate, to adjust deferred tax asset balances to the amount management expects to realize. Management considers, as applicable, the amount of taxable income available in carry-back years, future taxable income and potential tax planning strategies in assessing the need for a valuation allowance.

The Company accounts for its position in tax uncertainties in accordance with ASC 740, Income Taxes. The guidance establishes standards for accounting for uncertainty in income taxes. The guidance provides several clarifications related to uncertain tax positions. Most notably, a “more likely-than-not” standard for initial recognition of tax positions, a presumption of audit detection and a measurement of recognized tax benefits based on the largest amount that has a greater than 50 percent likelihood of realization. The guidance applies a two-step process to determine the amount of tax benefit to be recognized in the financial statements. First, the Company must determine whether any amount of the tax benefit may be recognized. Second, the Company determines how much of the tax benefit should be recognized (this would only apply to tax positions that qualify for recognition.) No additional liabilities have been recognized as a result of the implementation. The Company has not taken a tax position that, if challenged, would have a material effect on the financial statements or the effective tax rate during the years ended December 31, 2010 and 2009, respectively.

Interest costs and penalties related to income taxes are classified as interest expense and general and administrative costs, respectively, in the Company’s consolidated financial statements. It is determined not to be reasonably likely for the amounts of unrecognized tax benefits to significantly increase or decrease within the next 12 months. The Company is currently subject to a three year statute of limitations by major tax jurisdictions. The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction.

DGSE COMPANIES, Inc. and Subsidiaries

Results of Operations

Three Months Ended September 30, 2011 compared to Three Months Ended September 30, 2010

Sales increased by $29,419,727 or 162.5% during the three months ended September 30, 2011 as compared to 2010. This increase was primarily the result of a $14,798,000, or 160.8%, increase in the sale of precious metal products and a $12,326,000, or 215.7%, increase in our jewelry sales during the second quarter of 2011 as compared to 2010. The increase in precious metal sales was a result of strong consumer demand for these products and higher gold prices. The increase in jewelry sales was due to an increase in scrap jewelry transactions during the quarter ended September 30, 2011 as compared to 2010 as well as the acquisition of SBT which accounted for approximately $3.29 million of the increase. Cost of goods as a percentage of sales increased from 84.7% in 2010 to 88.3% in 2011.

Selling, general and administrative expenses increased by $1,144,915, or 46.9%, during the three months ended September 30, 2011 as compared to 2010. This increase was primarily due to an increase in advertising, acquisition cost and costs incurred with our new store opening initiatives.

The Company recorded a one time $1.7 million charge to earning in connection with the legal proceeding discussed in Item 3 – “Legal proceedings” below.

The impact of the SBT acquisition on September 14, 2011 had the following impact on our financial results during the three months ended September 30, 2011:

Revenue	$	3,287,222
Operating income		466,336
Net earnings		307,782

Additionally, the Company recorded approximately $117,000 in expenses related to the SBT acquisition.

These partial period results may not be indicative of future performance by the SBT locations.

Income tax expense is directly affected by the levels of pretax income and non-deductible permanent differences.

Income taxes are provided at the rate of 35.00 % for both 2011 and 2010.

The federal income tax benefit recorded for the three months ended September 30, 2010 was primarily attributable to the recognition of the tax attributes related to the forgiveness of debt income that were previously unrecognizable.

Historically, changes in the market prices of precious metals have had a significant impact on both revenues and cost of sales in the rare coin and precious metals segments in which we operate. It is expected that due to the commodity nature of these products, future price changes for precious metals will continue to be indicative of our performance in these business segments. Changes in sales and cost of sales in the retail and wholesale jewelry segments are primarily influenced by the national economic environment. It is expected that this trend will continue in the future due to the nature of these product.

Nine months Ended September 30, 2011 compared to Nine months Ended September 30, 2010

Sales increased by $49,371,609 or 87.9% during the nine months ended September 30, 2011 as compared to 2010. This increase was primarily the result of a $28,058,000, or 95.8%, increase in the sale of precious metal products and a $16,427,000, or 93.7%, increase in our jewelry sales during the first nine months of 2011 as compared to 2010. The increase in precious metal sales was a result of strong consumer demand for these products and higher gold prices. The increase in jewelry sales was due to an increase in scrap jewelry transactions during the quarter ended September 30, 2011 as compared to 2010 as well as the acquisition of SBT which accounted for approximately $3.29 million of the income. Cost of goods as a percentage of sales increased from 85.6% in 2010 to 87.8% in 2011.

In May 2010, the Company undertook a complete accounting and financial reporting system conversion, replacing an older accounting system with a newer system that provides better reporting, functionality, and improved controls. Management determined the conversion requirements and the conversion process created multiple process and reporting errors in their general ledger and financial reporting modules inclusive of multiple book to physical and other inventory reconciling items, under reporting of customer deposits, and various unreconcilable errors identified when the Company performed its annual book to physical count adjustments at year end. The sum total of adjustments required to correct the effected account balances was $3,771,702 which was reflected as an adjustment to inventory impairment expense in the second quarter of 2010. These adjustments are reflected net of tax effects in our second quarter 2010 results.

DGSE COMPANIES, Inc. and Subsidiaries

Selling, general and administrative expenses increased by $1,712,985, or 22.9%, during the nine months ended September 30, 2011 as compared to 2010. This increase was primarily due to an increase in advertising, acquisition cost and costs incurred with our new store opening initiatives.

The Company recorded a one time $1.7 million charge to earning in connection with the legal proceeding discussed in Item 3 – “Legal proceedings” below.

The SBT acquisition on September 14, 2011 had the following impact on our financial results during the nine months ended September 30, 2011:

Revenue	$	3,287,222
Operating income		466,336
Net earnings		307,782

Additionally, the Company recorded approximately $117,000 in expenses related to the SBT acquisition.

These partial period results may not be indicative of future performance by the SBT locations.

Other income during 2010 was a result of the debt settlement transaction concluded with the Receiver in the matter of Stanford International Bank LTD offset partially by a legal settlement agreement with Superior Galleries previous landlord.

Income tax expense is directly affected by the levels of pretax income and non-deductible permanent differences.

Income taxes are provided at the rate of 35.00 % for both 2011 and 2010.

The federal income tax benefit recorded for the nine months ended September 30, 2010 was primarily attributable to the recognition of the tax attributes related to the forgiveness of debt income that were previously unrecognizable.

Liquidity and Capital Resources

During the nine months ended September 30, 2011 and 2010, cash flows from operating activities totaled $5,286,927 and ($217,433), respectively. Cash flows from operating activities during the nine months ended September 30, 2011 were primarily the result of $3.4 million in operating income, an increase in payables and accrued expenses of $3,844,780 which is primarily the result of issuing stock for certain obligations to NTR Metals, LLC.. During 2010 the ($217,433) cash flows from operating activities were primarily the result of the decrease in current liabilities ($1,808,546) which was partly offset by a 1,738,388 decrease in inventory.

During the nine months ended September 30, 2011 and 2010 cash flows from investing activities totaled $245,101 and ($224,940), respectively. During 2011 the primary source of cash from investing activities was the result of $455,687 in cash obtained in the acquisition of SBT in September 2011 offset by purchases of property and equipment, ($218,086). During 2010 the Company invested ($287,340) in property and equipment.

During the nine months ended September 30, 2011 and 2010 cash flows from financing activities totaled $1,566,144 and ($433,856), respectively. The use of cash during both years was the result of repayment of loans to Texas Capital Bank and the mortgage on our facility.

We expect capital expenditures to total approximately $250,000 during the next twelve months. It is anticipated that these expenditures will be funded from working capital. As of September 30, 2011 there were no commitments outstanding for capital expenditures.

In the event of significant growth in retail and or wholesale jewelry sales, the demand for additional working capital will expand due to a related need to stock additional jewelry inventory and increases in wholesale accounts receivable. Historically, vendors have offered us extended payment terms to finance the need for jewelry inventory growth and our management believes that we will continue to do so in the future. Any significant increase in wholesale accounts receivable will be financed under a new bank credit facility or from short-term loans from individuals.

DGSE COMPANIES, Inc. and Subsidiaries

Our ability to finance our operations and working capital needs are dependent upon management’s ability to negotiate extended terms or refinance its debt. We have historically renewed, extended or replaced short-term debt as it matures and management believes that we will be able to continue to do so in the near future.

From time to time, we have adjusted our inventory levels to meet seasonal demand or in order to meet working capital requirements. Management is of the opinion that if additional working capital is required, additional loans can be obtained from individuals or from commercial banks. If necessary, inventory levels may be adjusted in order to meet unforeseen working capital requirements.

On November 2, 2011, the Company announced that Texas Capital Bank has agreed to renew its current credit facility. The facility is composed of a $3.5 million revolving note and a $1.0 million term loan. The agreement was finalized on November 2, 2011. Borrowings under the revolving credit facility are collateralized by a general security interest in substantially all of our assets. As of September 30, 2011, approximately $4.5 million was outstanding under the term loan and revolving credit facility. If we were to default under the terms and conditions of the revolving credit facility, Texas Capital Bank would have the right to accelerate any indebtedness outstanding and foreclose on our assets in order to satisfy our indebtedness. Such a foreclosure could have a material adverse effect on our business, liquidity, results of operations and financial position. This credit facility matures in June 2012.

The covenants associated with our credit facility with Texas Capital Bank, N.A., excluding Superior Galleries, are as follows:

As of September 30, 2011	Requirement	Actual calculation
Minimum tangible net worth	15,000,000	22,908,277
Maximum total liabilities to tangible net worth	Not to exceed 1.0	.27
Minimum debt service coverage	Must be greater than 1.40	3.26

Pursuant to the acquisition of our Dallas headquarters we assumed a new loan with a remaining principal balance of $2,323,484 and an interest rate of 6.70%. The loan has required monthly payments of $20,192 with the final payment due on August 1, 2016.

	Payments due by period
Contractual Cash Obligations	Total		2011			2012- 2013		2014– 2015	Thereafter

Notes payable	$	5,552,342	$	2,052,455	$	3,499,887	$	—	$	—
Long-term debt and capital leases		3,181,663		216,775		1,121,826		253,540		1,589,522
Operating Leases		4,786,193		405,884		2,706,511		350,727		323,071
Total	$	13,520,198	$	675,114	$	7,328,224	$	604,267	$	912,593

In addition, we estimate that we will pay approximately $356,000 in interest during the next twelve months.

Off-Balance Sheet Arrangements.

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

DGSE COMPANIES, Inc. and Subsidiaries

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

The following discussion about our market risk disclosures involves forward-looking statements. Actual results could differ materially from those projected in the forward-looking statements. We are exposed to market risk related to changes in interest rates and gold values. We are also exposed to regulatory risk in relation to its pawn loans. We do not use derivative financial instruments.

Our earnings and financial position may be affected by changes in gold values and the resulting impact on jewelry sales. The proceeds of scrap sales and our ability to liquidate excess jewelry inventory at an acceptable margin are dependent upon gold values. The impact on our financial position and results of operations of a hypothetical change in gold values cannot be reasonably estimated.

Item 4. Controls and Procedures.

Evaluation of disclosure controls and procedures. Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act) as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of September 30, 2011, these disclosure controls and procedures were ineffective to ensure that all information required to be disclosed by us in the reports that we file or submit under the Exchange Act is: (i) recorded, processed, summarized and reported, within the time periods specified in the Commission’s rule and forms; and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. See our December 31, 2010 Form 10-K filing for specific control deficiencies.

Changes in internal controls. For the quarter ended September 30, 2011, there have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

DGSE COMPANIES, Inc. and Subsidiaries

PART II- OTHER INFORMATION

Item 3. Legal Proceedings

The Company is a defendant in a lawsuit, filed by a customer alleging breach of contract and fiduciary duty amongst other allegations. The Company proposed a settlement in the amount of $1,700,000, based on the advice of the Company’s legal counsel. Consequently the Company has taken a $1.7 million one time charge to earnings during the third quarter in order to establish a reserve that relates to a proposed settlement in the legal proceeding the Company became involved with as the result of its acquisition of Superior Galleries in May 2007. Though DGSE believes the suit is without merit, the Company has proposed a $1.7 million settlement in order to avoid protracted legal proceedings.

We may, from time to time, be involved in various claims, lawsuits, disputes with third parties, actions involving allegations of discrimination, or breach of contract actions incidental to the operation of its business. Except as set forth above, we are not currently involved in any such litigation which we believe could have a material adverse effect on our financial condition or results of operations, liquidity or cash flows.

Item 5. Other Information.

None.

DGSE COMPANIES, Inc. and Subsidiaries

Item 6. Exhibits and Reports on Form 8-K.

Exhibits:

Exhibit

Filed

Incorporated

Date Filed

Exhibit

No.

Description

Herein

by Reference

Form

with SEC

No.

2.1

Amended and Restated Agreement and Plan of Merger and Reorganization, dated as of January 6, 2007

8-K

January 9, 2007

2.1

2.2

Limited Joinder Agreement, dated as of January 6, 2007

8-K

January 9, 2007

2.9

3.1

Articles of Incorporation dated September 17, 1965

8-A12G

June 23, 1999

3.1

3.2

Certificate of Amendment to Articles of Incorporation, dated October 14, 1981

8-A12G

June 23, 1999

3.2

3.3

Certificate of Resolution, dated October 14, 1981

8-A12G

June 23, 1999

3.3

3.4

Certificate of Amendment to Articles of Incorporation , dated July 15, 1986

8-A12G

June 23, 1999

3.4

3.5

Certificate of Amendment to Articles of Incorporation, dated August 23, 1998

8-A12G

June 23, 1999

3.5

3.6

Certificate of Amendment to Articles of Incorporation, dated June 26, 1992

8-A12G

June 23, 1999

3.6

3.7

Certificate of Amendment to Articles of Incorporation, dated June 26, 2001

8-K

July 3, 2001

1.0

3.8

Certificate of Amendment to Articles of Incorporation, dated May 22, 2007

8-K

May 31, 2007

3.1

3.9

By-laws, dated March 2, 1992

8-A12G

June 23, 1999

3.7

4.1

Specimen Common Stock Certificate

S-4

January 6, 2007

4.1

DGSE COMPANIES, Inc. and Subsidiaries

10.1

Renewal, Extension And Modification Agreement dated January 28, 1994, by and among DGSE Corporation and Michael E. Hall And Marian E. Hall

10-KSB

March 1995

10.2

Lease Agreement dated June 2, 2000 by and between SND Properties and Charleston Gold and Diamond Exchange, Inc.

10-KSB

March 29, 2001

10.1

10.3

Lease agreement dated October 5, 2004 by and between Beltline Denton Road Associates and Dallas Gold & Silver Exchange

10-K

April 15, 2005

10.2

10.4

Lease agreement dated December 1, 2004 by and between Stone Lewis Properties and Dallas Gold & Silver Exchange

10-K

April 15, 2005

10.3

10.5

Lease agreement dated November 18, 2004 by and between Hinkle Income Properties LLC and American Pay Day Centers, Inc.

10-K

April 15, 2005

10.4

10.6

Lease Agreement dated January 17, 2005 by and between Belle-Hall Development Phase III Limited Partnership and DGSE Companies, Inc.

S-4

January 6, 2007

10.6

10.7

Sale agreement dated executed July 5, 2007 by and between DGSE Companies, Inc. and Texas Department of Transportation

8-K

July 11, 2007

10.1

10.8

Purchase agreement dated July 5, 2007 by and between DGSE Companies, Inc. and 11311 Reeder Road Holdings, LP

8-K

July 11, 2007

10.2

10.9

Loan Agreement, dated as of December 22, 2005, between DGSE Companies, Inc. and Texas Capital Bank, N.A.

8-K/A

August 17, 2006

10.1

DGSE COMPANIES, Inc. and Subsidiaries

10.10

Third Amendment to Loan Agreement, dated as of May 10, 2007, by and between DGSE Companies, Inc. and Texas Capital Bank, N.A.

8-K

May 9, 2007

3.0

10.11

Support Agreement, DGSE stockholders, dated as of January 6, 2007

8-K

January 9, 2007

99.1

10.12

Securities Exchange Agreement, dated as of January 6, 2007

8-K

January 9, 2007

99.2

10.13

Warrant to DiGenova, issued January 6, 2007

8-K

January 9, 2007

99.3

10.14

Support Agreement, Superior stockholders, dated as of January 6, 2007

8-K

January 9, 2007

99.5

10.15

Asset purchase agreement, dated May 9, 2007, by and between DGSE Companies, Inc. and Euless Gold & Silver, Inc.

8-K

May 9, 2007

1.0

10.16

Subordinated Promissory Note dated May 9, 2007

8-K

May 9, 2007

2.0

10.17

Registration Rights Agreement with Stanford International Bank Ltd., dated as of May 30, 2007

8-K

May 31, 2007

99.1

10.18

Corporate Governance Agreement with Dr. L.S. Smith and Stanford International Bank Ltd., dated as of May 30, 2007

8-K

May 31, 2007

99.2

10.19

Escrow Agreement with American Stock Transfer & Trust Company and Stanford International Bank Ltd., as stockholder agent, dated as of May 30, 2007

8-K

May 31, 2007

99.3

10.20

Form of Warrants

8-K

May 31, 2007

99.4

10.21

Amended and Restated Commercial Loan and Security Agreement, by and between Superior Galleries Inc. and Stanford International Bank Ltd., dated as of May 30, 2007

8-K

May 31, 2007

99.5

DGSE COMPANIES, Inc. and Subsidiaries

10.22

Employment Agreement with L.S. Smith, dated as of May 30, 2007

8-K

May 31, 2007

99.6

10.23

Employment Agreement with William H. Oyster, dated as of May 30, 2007

8-K

May 31, 2007

99.7

10.24

Employment Agreement with John Benson, dated as of May 30, 2007

8-K

May 31, 2007

99.8

10.25

Eighth Amendment to Loan Agreement, dated as of June 3, 2010, by and between DGSE Companies, Inc. and Texas Capital Bank, N.A.

8-K

June 3, 2010

99.2

10.26

Ninth Amendment to Loan Agreement, dated as of June 22, 2011, by and between DGSE Companies, Inc. and Texas Capital Bank, N.A.

8-K

July 14, 2011

99.2

31.1

Certification pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 implementing Section 302 of the Sarbanes-Oxley Act of 2002 by W. H. Oyster

31.2

Certification pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 implementing Section 302 of the Sarbanes-Oxley Act of 2002 by John Benson

32.1

Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by

W. H. Oyster

32.2

Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by John Benson

Reports on Form 8-K :

None.

SIGNATURES

In accordance with Section 13 and 15(d) of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

DGSE Companies, Inc.

By:	/s/ W. H. Oyster	Dated: November 14, 2011
	W. H. Oyster
	Chairman of the Board,
	Chief Executive Officer and
	Secretary

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated.

By:	/s/ W. H. Oyster	Dated: November 14, 2011
	W. H. Oyster
	Chairman of the Board,
	Chief Executive Officer and
	Secretary

By:	/s/ John Benson	Dated: November 14, 2011
	John Benson
	Chief Financial Officer
	(Principal Accounting Officer)