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Delaware | 51-0662991 |
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
100 Park Ave., 16th Floor | |
New York, New York | 10017 |
(Address of Principal Executive Offices) | (Zip Code) |
(212) 984 0635 |
(Registrant’s telephone number, including area code) |
Large accelerated filer ¨ | Accelerated filer ¨ |
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Non-accelerated filer ¨ | Smaller reporting company x |
| | Page |
Part I | Financial Information | |
| | |
Item 1. | Financial Statements | |
| | |
| Condensed Balance Sheets as of June 30, 2013 and December 31, 2012 (Unaudited) | 2 |
| | |
| Condensed Statements of Operations for the Three and Six Months Ended June 30, 2013 and 2012 (Unaudited) | 3 |
| | |
| Condensed Statement of Changes in Stockholders’ Equity for the Six Months Ended June 30, 2013 (Unaudited) | 4 |
| | |
| Condensed Statements of Cash Flows for the Six Months Ended June 30, 2013 and 2012 (Unaudited) | 5 |
| | |
| Notes to Condensed Financial Statements (Unaudited) | 6 |
| | |
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 14 |
| | |
Item 3. | Qualitative and Quantitative Disclosures about Market Risk | 21 |
| | |
Item 4. | Controls and Procedures | 21 |
| | |
Part II | Other Information | |
| | |
Item 1. | Legal Proceedings | 23 |
Item 1A. | Risk Factors | 23 |
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 23 |
Item 3. | Defaults upon Senior Securities | 24 |
Item 4. | Mine Safety Disclosures | 24 |
Item 5. | Other Information | 24 |
Item 6. | Exhibits | 24 |
| Signatures | 25 |
| | June 30, | | December 31, | | ||
| | 2013 | | 2012 | | ||
| | | | | | | |
ASSETS | | | | | | | |
Current Assets: | | | | | | | |
Cash and cash equivalents | | $ | 5,708,816 | | $ | 6,151,770 | |
Inventory - indium | | | 11,340,000 | | | - | |
Prepaid expenses and other current assets | | | 61,658 | | | 29,774 | |
Total Current Assets | | | 17,110,474 | | | 6,181,544 | |
| | | | | | | |
Non-current inventory - indium | | | 10,399,035 | | | 22,680,758 | |
Indium repurchase right | | | 943,573 | | | - | |
Equipment, net of accumulated depreciation | | | 422 | | | 597 | |
Total Assets | | $ | 28,453,504 | | $ | 28,862,899 | |
| | | | | | | |
LIABILITIES AND STOCKHOLDERS' EQUITY | | | | | | | |
Current Liabilities: | | | | | | | |
Accounts payable and accrued expenses, including Manager - related-party fee of $150,359 and $149,323 at June 30, 2013 and December 31, 2012, respectively | | $ | 269,601 | | $ | 226,991 | |
Unconditional sale and purchase agreement repurchase obligation | | | 1,024,192 | | | - | |
Deferred income | | | 12,500 | | | - | |
Total Current Liabilities | | | 1,306,293 | | | 226,991 | |
| | | | | | | |
Commitments and Contingencies | | | | | | | |
| | | | | | | |
Stockholders' Equity: | | | | | | | |
Preferred stock - $0.001 par value: authorized 1,000,000 shares at June 30, 2013 and December 31, 2012; issued and outstanding 0 shares at June 30, 2013 and December 31, 2012 | | | - | | | - | |
Common stock - $0.001 par value: authorized 25,000,000 shares at June 30, 2013 and December 31, 2012; issued 8,832,301 shares at June 30, 2013 and December 31, 2012; outstanding 8,802,697 and 8,808,717 shares at June 30, 2013 and December 31, 2012, respectively | | | 8,833 | | | 8,833 | |
Additional paid-in capital | | | 39,229,608 | | | 40,106,728 | |
Accumulated deficit | | | (12,024,570) | | | (11,427,369) | |
Less treasury stock at cost: 29,604 and 23,584 shares at June 30, 2013 and December 31, 2012, respectively | | | (66,660) | | | (52,284) | |
Total Stockholders' Equity | | | 27,147,211 | | | 28,635,908 | |
Total Liabilities and Stockholders' Equity | | $ | 28,453,504 | | $ | 28,862,899 | |
| | For the Three Months Ended June 30, | | For the Six Months Ended June 30, | | ||||||||
| | 2013 | | 2012 | | 2013 | | 2012 | | ||||
Operating costs: | | | | | | | | | | | | | |
Inventory-indium write-downs | | $ | - | | $ | 1,496,548 | | $ | - | | $ | 2,004,588 | |
Operating expenses - Manager - related party | | | 150,359 | | | 154,734 | | | 307,792 | | | 319,822 | |
Officer and directors compensation expense | | | 24,750 | | | 36,625 | | | 49,650 | | | 70,850 | |
Other operating expenses | | | 167,551 | | | 206,554 | | | 295,403 | | | 322,995 | |
Total Operating Costs | | | 342,660 | | | 1,894,461 | | | 652,845 | | | 2,718,255 | |
| | | | | | | | | | | | | |
Other income: | | | | | | | | | | | | | |
Interest income | | | (3,235) | | | (5,922) | | | (6,335) | | | (13,747) | |
Other income | | | (39,353) | | | - | | | (49,309) | | | (20,060) | |
Net Loss | | $ | (300,072) | | $ | (1,888,539) | | $ | (597,201) | | $ | (2,684,448) | |
| | | | | | | | | | | | | |
Net Loss Per Share | | | | | | | | | | | | | |
Basic and Diluted | | $ | (0.03) | | $ | (0.21) | | $ | (0.07) | | $ | (0.31) | |
| | | | | | | | | | | | | |
Weighted Average Number of Shares Outstanding | | | | | | | | | | | | | |
Basic and Diluted | | | 8,802,968 | | | 8,832,301 | | | 8,804,298 | | | 8,788,345 | |
| | | | | | | | Additional | | | | | | | Total | | |||
| | Common Stock | | Paid-In | | Accumulated | | Treasury | | Stockholders' | | ||||||||
| | Shares | | Value | | Capital | | Deficit | | Stock | | Equity | | ||||||
Balance at December 31, 2012 | | | 8,832,301 | | $ | 8,833 | | $ | 40,106,728 | | $ | (11,427,369) | | $ | (52,284) | | $ | 28,635,908 | |
Award of stock options to officer | | | - | | | - | | | 3,150 | | | - | | | - | | | 3,150 | |
Purchase of 6,020 shares of treasury stock | | | - | | | - | | | - | | | - | | | (14,376) | | | (14,376) | |
Return of capital distribution | | | - | | | - | | | (880,270) | | | - | | | - | | | (880,270) | |
Net loss | | | - | | | - | | | - | | | (597,201) | | | - | | | (597,201) | |
Balance at June 30, 2013 | | | 8,832,301 | | $ | 8,833 | | $ | 39,229,608 | | $ | (12,024,570) | | $ | (66,660) | | $ | 27,147,211 | |
| | For the Six Months Ended June 30, | | ||||
| | 2013 | | 2012 | | ||
Cash flow from operating activities: | | | | | | | |
Net loss | | $ | (597,201) | | $ | (2,684,448) | |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | | | | | | | |
Write-downs of inventory - indium | | | - | | | 2,004,588 | |
Share-based compensation to officer | | | 3,150 | | | 3,350 | |
Depreciation | | | 175 | | | 166 | |
Changes in operating assets and liabilities: | | | | | | | |
Increase in prepaid expenses | | | (31,884) | | | (42,594) | |
Decrease in cash and cash equivalents restricted for indium purchases | | | - | | | 2,700,781 | |
Increase in inventory - indium | | | (1,850) | | | (5,222,153) | |
Increase in accounts payable and accrued expenses | | | 42,610 | | | 52,664 | |
Increase in unconditional sale and purchase agreement repurchase obligation | | | 1,024,192 | | | - | |
Increase in deferred income | | | 12,500 | | | - | |
Net cash provided by (used in) operating activities | | | 451,692 | | | (3,187,646) | |
| | | | | | | |
Cash flow from financing activities: | | | | | | | |
Proceeds from private placement of common stock to a related party, net | | | - | | | 7,497,500 | |
Purchase of treasury shares | | | (14,376) | | | - | |
Return of capital distribution | | | (880,270) | | | - | |
Net cash (used in) provided by financing activities | | | (894,646) | | | 7,497,500 | |
| | | | | | | |
Net (decrease) increase in cash and cash equivalents | | | (442,954) | | | 4,309,854 | |
Cash and cash equivalents, at beginning of period | | | 6,151,770 | | | 3,536,331 | |
Cash and cash equivalents, at end of period | | $ | 5,708,816 | | $ | 7,846,185 | |
| | Six Months Ended June 30, | | |||
| | 2013 | | | 2012 | |
Expected dividend yield | | 0 | % | | 0 | % |
Expected option term (years) | | 5 | | | 5 | |
Expected volatility | | 11.65 | % | | 19.51 | % |
Risk-free interest rate | | 0.75-0.77 | % | | 0.88-1.02 | % |
| | | | | | | | | | | | Weighted | |
| | | Aggregate | | | Aggregate | | | Exercise Price | | | Average | |
| | | Number | | | Exercise Price | | | Range | | | Exercise Price | |
Outstanding, December 31, 2012 | | | 659,999 | | $ | 3,151,593 | | $ | 2.52-7.50 | | $ | 4.78 | |
Granted | | | 10,000 | | | 25,150 | | | 2.45-2.58 | | $ | 2.52 | |
Exercise | | | - | | | - | | | - | | | - | |
Cancelled or Forfeited | | | - | | | - | | | - | | | - | |
Outstanding, June 30, 2013 | | | 669,999 | | $ | 3,176,743 | | $ | 2.45-7.50 | | $ | 4.74 | |
| | | For the Three Months Ended June 30, | | | | | |||||||||
| | | 2013 | | | | 2012 | | | | 2013 | | | | 2012 | |
| | | | | | | | | | | | | | | | |
Operating costs: | | | | | | | | | | | | | | | | |
Inventory-indium write-downs | | $ | - | | | $ | 1,496,548 | | | $ | - | | | $ | 2,004,588 | |
Operating expenses - Manager - related party | | | 150,359 | | | | 154,734 | | | | 307,792 | | | | 319,822 | |
Officer and directors compensation expense | | | 24,750 | | | | 36,625 | | | | 49,650 | | | | 70,850 | |
Other operating expenses | | | 167,551 | | | | 206,554 | | | | 295,403 | | | | 322,995 | |
Total Operating Costs | | | 342,660 | | | | 1,894,461 | | | | 652,845 | | | | 2,718,255 | |
| | | | | | | | | | | | | | | | |
Other income: | | | | | | | | | | | | | | | | |
Interest income | | | (3,235) | | | | (5,922) | | | | (6,335) | | | | (13,747) | |
Other income | | | (39,353) | | | | - | | | | (49,309) | | | | (20,060) | |
Net Loss | | $ | (300,072) | | | $ | (1,888,539) | | | $ | (597,201) | | | $ | (2,684,448) | |
| | | | | | | | | | | | | | | | |
Net Loss Per Share | | | | | | | | | | | | | | | | |
Basic and Diluted | | $ | (0.03) | | | $ | (0.21) | | | $ | (0.07) | | | $ | (0.31) | |
| | | | | | | | | | | | | | | | |
Weighted Average Number of Shares Outstanding | | | | | | | | | | | | | | | | |
Basic and Diluted | | | 8,802,968 | | | | 8,832,301 | | | | 8,804,298 | | | | 8,788,345 | |
| | | June 30, | | | | December 31, | |
| | | 2013 | | | | 2012 | |
U.S. GAAP net book value | | $ | 27,147,211 | | | $ | 28,635,908 | |
Excess of the indium at spot price over GAAP book value | | | 3,066,039 | | | | 122,689 | |
NMV | | $ | 30,213,250 | | | $ | 28,758,597 | |
| ⋅ | it is a measurement of the true value of the Company’s indium holdings at any given point and thus is a primary factor in evaluating the general liquidity of the Company should the Company ever decide to sell any or all of its indium holdings; |
| | |
| ⋅ | it provides the greatest transparency to our shareholders in evaluating how the Company is performing relative to the indium purchased by the Company when compared to the current market prices for indium as published by Metal Bulletin and posted on Bloomberg L.P.; |
| | |
| ⋅ | it is used internally to evaluate the performance of the Manager, a related party, who is entitled to a management fee based upon the NMV metric each month; |
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| ⋅ | it provides additional disclosures about the value of our indium holdings and the potential impact that such value would have on our operating results on a true period-to-period basis in terms of the market value of such indium holdings; |
| | |
| ⋅ | it provides the most useful tool for shareholders and potential investors to evaluate how management has performed in terms of the indium purchased versus the NMV at any given point; |
| | |
| ⋅ | it more readily provides a market value metric that may be useful in analyzing trends or other market conditions that a historical cost presentation might not; and |
| | |
| ⋅ | it provides a meaningful liquidity measurement for the Company’s indium stockpile. |
| | | For the Six Months Ended June 30, | | ||||
| | | 2013 | | | | 2012 | |
| | | | | | | | |
Net cash provided by (used in) operating activities | | $ | 451,692 | | | $ | (3,187,646) | |
Net cash (used in) provided by financing activities | | | (894,646) | | | | 7,497,500 | |
Net (decrease) increase in cash and cash equivalents | | $ | (442,954) | | | $ | 4,309,854 | |
Item 1. | Legal Proceedings. |
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| None. |
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Risk Factors. | |
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We are a smaller reporting company, and therefore, we are not required to provide information required by this item. We are providing the following information regarding changes that have occurred to previously disclosed risk factors from our Annual Report on Form 10-K for the year ended December 31, 2012. In addition to the other information set forth below and elsewhere in this report, you should carefully consider the factors discussed under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2012. The risks described in our Annual Report on Form 10-K and herein are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results. | |
The price of indium is volatile and affected by factors beyond our control which could negatively affect us as we lend, lease or sell indium. | |
| |
From time to time, we may lend, lease or sell indium, if management believes market conditions warrant executing transactions. The price of indium is volatile, and historically, the fluctuations in these prices have been, and will continue to be, affected by numerous factors beyond our control, including, among others, the demand for products that utilize indium directly or as a key component. Based on prevailing market conditions, we may sell up to 50% of our indium stockpile over the next 12 months to fund our cash requirements for our corporate initiatives. Subsequent to June 30, 2013, we began selling indium and through the date hereof, we have sold approximately $2.5 million of indium. There can be no assurance that we will sell indium at a profit nor can there be any assurance that the price of indium will not appreciate in value subsequent to our sale of such indium. The Company’s inability to sell indium at times and prices acceptable to us could have a material adverse effect on the share price of our common stock as well as our business, financial condition and results of operations. | |
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Unregistered Sales of Equity Securities and Use of Proceeds. |
Month | | | Total Number of Shares Purchased | | | | Average Price Paid Per Share | | | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | | | | Approximate Dollar Value of Shares that May Yet Be Purchased under the Plans or Programs (in thousands) | |
April 1, 2013 April 30, 2013 | | | 1,120 | | | $ | 2.45 | | | | 29,604 | | | $ | 2,933 | |
May 1, 2013 May 31, 2013 | | | 0 | | | | n/a | | | | 29,604 | | | $ | 2,933 | |
June 1, 2013 June 30, 2013 | | | 0 | | | | n/a | | | | 29,604 | | | $ | 2,933 | |
| | | | | | | | | | | | | | | | |
Total | | | 1,120 | | | $ | 2.45 | | | | 29,604 | | | $ | 2,933 | |
Item 3. | Defaults Upon Senior Securities. |
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| None. |
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Mine Safety Disclosures. | |
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| Not applicable. |
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Other Information. | |
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| None. |
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Exhibits. |
Exhibit No. | | Description of Document |
| | |
31.1* | | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934. |
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31.2* | | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934. |
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32.1* | | Certification pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. §1350).* |
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32.2* | | Certification pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. §1350).* |
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101.ins** | | XBRL Instance Document |
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101.xsd** | | XBRL Taxonomy Extension Schema Document |
101.cal** | | XBRL Taxonomy Calculation Linkbase Document |
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101.def** | | XBRL Taxonomy Definition Linkbase Document |
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101.lab** | | XBRL Taxonomy Label Linkbase Document |
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101.pre** | | XBRL Taxonomy Presentation Linkbase Document |
* | A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. |
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** | Furnished. Not filed. Not incorporated by reference. Not subject to liability. |
| | SMG Indium Resources Ltd. |
| | (Registrant) |
| | |
August 13, 2013 | | /s/ Alan C. Benjamin |
Date | | Alan C. Benjamin |
| | Chief Executive Officer |
| | (Principal Executive Officer) |
| | |
August 13, 2013 | | /s/ Mary E. Paetzold |
Date | | Mary E. Paetzold |
| | Chief Financial Officer |
| | (Principal Financial and Accounting Officer) |
1. | I have reviewed this Quarterly Report on Form 10-Q of SMG Indium Resources Ltd. (the “registrant”); |
| |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| |
3. | Based on my knowledge, the financial statements and other financial information included in this report fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| |
4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| | |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| | |
| (c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| | |
| (d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting. |
5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting, which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| /s/ Alan C. Benjamin | |
Name: | Alan C. Benjamin | |
Title: | Chief Executive Officer (Principal Executive Officer) | |
1. | I have reviewed this Quarterly Report on Form 10-Q of SMG Indium Resources Ltd. (the “registrant”); | |
| | |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
| | |
3. | Based on my knowledge, the financial statements and other financial information included in this report fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |
| | |
4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: | |
| | |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| | |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| | |
| (c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| | |
| (d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. |
| | |
5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions): | |
| | |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting, which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| | |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| /s/ Mary E. Paetzold | |
Name: | Mary E. Paetzold | |
Title: | Chief Financial Officer (Principal Financial and Accounting Officer) | |
Date: August 13, 2013 | | /s/ Alan C. Benjamin |
| Name: | Alan C. Benjamin |
| Title: | Chief Executive Officer |
| | (Principal Executive Officer) |
Date: August 13, 2013 | | /s/ Mary E. Paetzold |
| Name: | Mary E. Paetzold |
| Title: | Chief Financial Officer |
| | (Principal Financial and Accounting Officer) |
Stockholders' Equity (Tables)
|
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2013
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Stockholders' Equity Note [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | Summary stock option information is as follows:
|
CONDENSED STATEMENTS OF OPERATIONS (USD $)
|
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2013
|
Jun. 30, 2012
|
Jun. 30, 2013
|
Jun. 30, 2012
|
|
Operating costs: | ||||
Inventory-indium write-downs | $ 0 | $ 1,496,548 | $ 0 | $ 2,004,588 |
Operating expenses - Manager - related party | 150,359 | 154,734 | 307,792 | 319,822 |
Officer and directors compensation expense | 24,750 | 36,625 | 49,650 | 70,850 |
Other operating expenses | 167,551 | 206,554 | 295,403 | 322,995 |
Total Operating Costs | 342,660 | 1,894,461 | 652,845 | 2,718,255 |
Other income: | ||||
Interest income | (3,235) | (5,922) | (6,335) | (13,747) |
Other income | (39,353) | 0 | (49,309) | (20,060) |
Net Loss | $ (300,072) | $ (1,888,539) | $ (597,201) | $ (2,684,448) |
Net Loss Per Share | ||||
Basic and Diluted (in dollars per share) | $ (0.03) | $ (0.21) | $ (0.07) | $ (0.31) |
Weighted Average Number of Shares Outstanding | ||||
Basic and Diluted (in shares) | 8,802,968 | 8,832,301 | 8,804,298 | 8,788,345 |
USPA and Leasing of Indium
|
6 Months Ended |
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Jun. 30, 2013
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Inventory Disclosure [Abstract] | |
Inventory Disclosure [Text Block] | Note 3 USPA and Leasing of Indium In 2013 and 2012, the Company entered into USPAs where the Company sold indium at a fixed price and the buyers agreed to subsequently sell back to the Company the same quantity and purity indium at a fixed price that was at a discount from the price per kilogram that the Company originally sold indium to the buyer. Any USPA is accounted for on a combined basis resulting in a gain as a result of the discount that is recorded in other income over the term of the agreement. At June 30, 2013, the Company has an unconditional obligation to repurchase indium in the third quarter of 2013 under a USPA. Accordingly, at June 30, 2013, the Company reclassified approximately $0.9 million of indium covered by the USPA out of "inventory-indium” into "indium repurchase right” in long-term assets in the accompanying unaudited condensed balance sheet and recorded deferred income of approximately $13 thousand. Further, at June 30, 2013, cash and cash equivalents include approximately $1.0 million received upon the sale of indium and a $1.0 million current liability has been recorded in the accompanying unaudited condensed balance sheet for the amount payable under the USPA for the Company’s unconditional obligation to buyback indium. During the second quarter of 2013, the Company entered into a lease agreement for a certain tonnage of indium that expires in 2013. There was no such transaction in 2012. At June 30, 2013, approximately $2.4 million is included in inventory-indium in the accompanying unaudited condensed balance sheet representing the amount of leased indium. During the three and six months ended June 30, 2013, the Company recorded other income of approximately $39 thousand and $49 thousand, respectively, and during the three and six months ended June 30, 2012, the Company recorded $0 thousand and $20 thousand, respectively, under the USPAs and lease transaction. |
Related-Party Transactions (Details Textual) (USD $)
Share data in Millions, except Per Share data, unless otherwise specified |
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Jun. 30, 2013
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Jun. 30, 2012
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Jun. 30, 2013
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Jun. 30, 2012
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Related Party Fee Percentage On Net Market Value | 2.00% | |||
Manager fee (in dollars) | $ 200,000 | $ 200,000 | $ 300,000 | $ 300,000 |
Stock Units Issued During Period Shares, Private Placement | 2.0 | |||
Price Per Share In Private Placement | $ 3.75 | |||
Proceeds from private placement of common stock, net (in dollars) | 7,500,000 | |||
Amount Paid To Relative Of Officer For Secretarial Service | $ 5,000 | $ 5,000 | $ 10,000 | $ 10,000 |
Equity Method Investment, Ownership Percentage | 48.00% | 48.00% |
Organization and Nature of Business and Basis of Presentation (Details Textual) (USD $)
In Millions, unless otherwise specified |
6 Months Ended | |
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Jun. 30, 2013
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Dec. 31, 2012
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Related Party Fee Percentage On Net Market Value | 2.00% | |
Net Market Value | $ 30.2 | $ 28.8 |
Excess Of Spot Price Over Historical Value | $ 3.1 | $ 0.1 |
Subsequent Events (Details Texual) (USD $)
In Thousands, except Share data, unless otherwise specified |
6 Months Ended |
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Jun. 30, 2013
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Price Per Share Of Capital Distribution | $ 0.10 |
Subsequent Event [Member]
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Stock Repurchased During Period, Shares | 700 |
Stock Repurchased During Period, Value | $ 2 |
CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY [Parenthetical]
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6 Months Ended | 19 Months Ended |
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Jun. 30, 2013
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Jun. 30, 2013
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Purchase of treasury stock | 6,020 | 29,604 |
Organization and Nature of Business and Basis of Presentation
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6 Months Ended |
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Jun. 30, 2013
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Organization, Consolidation and Presentation Of Financial Statements [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | Note 1 Organization and Nature of Business and Basis of Presentation Organization and Nature of Business SMG Indium Resources Ltd. (the “Company”) is a corporation established pursuant to the laws of the State of Delaware on January 7, 2008. The Company operates in a single-segment business whose primary business purpose is to stockpile indium, a specialty metal that is being used as a raw material in a wide variety of consumer electronics manufacturing applications. The primary commercial application of indium is in coatings for the flat panel display industry and in the liquid crystal display ("LCD") industry on electronic devices such as television sets, computer monitors, cell phones and digital cameras. Indium is increasingly being used as a raw material in light emitting diodes ("LED") and in the solar energy industry. Its main use in solar energy applications is for high-efficiency photovoltaic cells in the form of thin-film photovoltaic. Other uses of indium are in electrical components, alloys and solders. At its discretion and based on market conditions, the Company leases, lends or sells some, or all, of its indium stockpile. The Company’s common shares represent an indirect interest in the physical indium the Company owns. The Company entered into a Management Services Agreement, as amended and restated on May 10, 2011 (the “MSA”), with a related party, Specialty Metals Group Advisors, LLC (“SMG Advisors” or the “Manager”). The primary responsibilities of the Manager are: (i) purchasing, lending and selling indium; (ii) submitting written reports to the Company’s board of directors detailing the delivery and payment particulars regarding each purchase, lease, loan or sale of indium; (iii) arranging for the storage of indium; (iv) preparing a biweekly report on the net market value (“NMV”), as defined below; (v) preparing any regulatory filings or special reports to the Company’s stockholders and Board of Directors; and (vi) managing the general business affairs of the Company. The MSA has an initial term of five years with options to renew upon mutual agreement between the parties. Pursuant to the terms of the MSA, the Company is required to pay the Manager a fee of 2% per annum of the monthly NMV. NMV is not a United States generally accepted accounting principles (“U.S. GAAP”) measurement. It is an internally created formula used by the Company to monitor performance and to compute the management fee. NMV is determined by multiplying the number of kilograms of indium held by the Company by the last spot price for indium published by Metal Bulletin and posted on Bloomberg L.P. (Bloomberg L.P. is not regulated or government approved) for the month, plus cash and other Company assets, less any liabilities. At June 30, 2013 and December 31, 2012, the Company’s management calculated the NMV of the Company to be approximately $30.2 million and $28.8 million, respectively. At June 30, 2013 and December 31, 2012, the excess of NMV at the indium spot price as of the respective dates (as published by Metal Bulletin PLC and posted on Bloomberg L.P.) over the historical net book value was approximately $3.1 million and $0.1 million, respectively. The Company’s business strategy has been to stockpile indium in order to achieve long-term appreciation in the value of its indium stockpile, and not to actively speculate with regard to short-term fluctuations in indium prices. There is no assurance that the price of indium or the value of the Company’s securities will increase over time. Recently, the Company began selling a portion of its stockpile in response to market conditions. Basis of Presentation The accompanying interim unaudited condensed financial statements have been prepared in accordance with U.S. GAAP and with the instructions to Form 10-Q and Article 10 of Regulation S-X as promulgated by the Securities and Exchange Commission (“SEC”). Accordingly, these interim unaudited condensed financial statements do not include all of the disclosures required by U.S. GAAP for complete financial statements. These interim unaudited condensed financial statements should be read in conjunction with the Company’s audited financial statements included in the Company’s 2012 Annual Report on Form 10-K, filed with the SEC. In the opinion of management, the interim unaudited condensed financial statements included herein include all adjustments, all of which are of a normal recurring nature, necessary for a fair statement of the results for the interim periods presented. The condensed balance sheet at December 31, 2012 has been derived from the Company’s 2012 audited balance sheet as of December 31, 2012 included in the Company’s 2012 Annual Report on Form 10-K, as filed with the SEC. Operating results for the three months and six months ended June 30, 2013 are not necessarily indicative of the results that may be expected for the year ending December 31, 2013 or any interim period. |
Stockholders' Equity
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Stockholders' Equity Note [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Equity Note Disclosure [Text Block] | Note 4 Stockholders’ Equity Common Stock On January 5, 2012, the Company closed a private placement of an aggregate of 2.0 million shares of its common stock at $3.75 per share to two accredited investors, Raging Capital Fund, LP and Raging Capital Fund (QP), LP, for aggregate net proceeds of $7.5 million. In January 2013, substantially all of the assets of Raging Capital Fund, LP and Raging Capital Fund (QP), LP were transferred to Raging Capital Master Fund, Ltd. Raging Capital Management, LLC is the general partner of Raging Capital Master Fund, Ltd., and they are affiliated and controlled by William C. Martin, a member of the Company’s board of directors and, through his control of RCM Indium, LLC, a member of the Manager, Specialty Metals Group Advisors LLC. Mr. Martin has been granted a demand registration right with respect to all shares of common stock acquired by Mr. Martin and his affiliates in private placement transactions with the Company. The Company's board of directors approved a return of capital distribution in the amount of $0.10 per common share. The record date for shareholders entitled to receive the payment was June 21, 2013 and the payment date was June 26, 2013. Equity Compensation Plan The Company’s board of directors adopted, and the Company’s stockholders approved, the 2008 Equity Incentive Plan (the “Plan”). Under the Plan, the Company may grant incentive stock options, nonqualified stock options, restricted and unrestricted stock awards and other stock-based awards. Pursuant to the Plan, 1,000,000 shares of common stock are reserved for issuance. Options are granted with exercise prices equal to or greater than the fair value of the common stock. The terms of the options are approved by the Company’s board of directors or one of its committees. Options granted to date have vested immediately and expire in five years. At June 30, 2013, there were 330,001 options available under the Plan for future grants. Stock Options Summary stock option information is as follows:
The weighted average grant-date fair value was $0.32 and $0.67 during the six months ended June 30, 2013 and 2012, respectively. The weighted average remaining contractual life is 2.6 years for stock options outstanding at June 30, 2013. Warrants As of June 30, 2013, the Company has outstanding warrants exercisable for 6,993,701 shares of the Company’s common stock including 240,000 warrants underlying a Unit Purchase Option (“UPO”), as described below, which has not yet been exercised, all at an exercise price of $5.75 per share. Such warrants expire on May 4, 2016, except for 240,000 warrants underlying the UPO, which expire on May 4, 2015. The warrants contain a call feature that permits the Company to redeem the warrants at a price of $0.01 per warrant at any time after the warrants become exercisable, upon providing at least 30 days advance written notice of redemption, and if, and only if, the last sales price of the Company’s common stock equals or exceeds $8.00 per share for any 20 trading days within a 30-trading-day period ending three business days before the Company sends the notice of redemption. In addition, the Company may not redeem the warrants unless the warrants comprising the units and the shares of common stock underlying those warrants are covered by an effective registration statement from the beginning of the measurement period through the date scheduled for the redemption. If the foregoing conditions are satisfied and the Company calls the warrants for redemption, each warrant holder shall then be entitled to exercise their warrants prior to the date scheduled for redemption. The redemption provisions for the Company’s warrants have been established at a price that is intended to avail to the warrant holders a premium in the market price as compared to the initial exercise price. There can be no assurance, however, that the price of the common stock will exceed either the redemption price of the warrants of $8.00 or the warrant exercise price of $5.75 after the Company calls the warrants for redemption. The Company has outstanding a UPO to underwriters or their designees for 240,000 units. The UPO allows the underwriters to purchase units at an exercise price of $5.50 per share and expires in May 2015. Stock Repurchase Program In May 2013, the Company’s board of directors authorized an increase in its stock repurchase program from $1.0 million to $3.0 million. The repurchases may occur from time to time in the open market or in privately negotiated transactions. The timing and amount of any repurchase of shares will be determined by the Company's Manager, based on its evaluation of market conditions, cash on hand, alternative investment opportunities and other factors. The authorization will stay in effect until December 31, 2014. The program does not obligate the Company to acquire any particular amount of stock, and purchases under the program may be commenced or suspended at any time, or from time to time, without prior notice. Further, the stock repurchase program may be modified, extended or terminated by the Board of Directors at any time. During the first half of 2013, the Company purchased 6,020 shares of its common stock and 1,900 warrants for an aggregate purchase price of $14 thousand. Through June 30, 2013, the Company purchased 29,604 shares of its common stock and 4,400 warrants for an aggregate purchase price of approximately $67 thousand. |
Summary of Significant Accounting Policies
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Jun. 30, 2013
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Accounting Policies [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||
Significant Accounting Policies [Text Block] | Note 2 Summary of Significant Accounting Policies Use of Estimates The preparation of the financial statements and related disclosures in conformity with U.S. GAAP requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of revenue and expenses during the reporting period. The most significant estimates relate to the valuation of indium inventory, share-based compensation, income tax, and income and revenue recognition. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all highly liquid instruments with original maturities of 90 days or less at the time of purchase to be cash equivalents. Inventory of the Metal Indium The Company’s inventory or “stockpile” of the metal indium is recorded at cost, including all associated costs of delivering the indium to the bonded storage warehouse on the date the Company takes delivery of the physical metal. The stockpile of the physical metal indium and the related repurchase right was classified as noncurrent through March 31, 2013 as the Company’s primary business purpose is to stockpile indium with the objective of achieving long-term appreciation in the value of indium. However, the Company began selling indium in July 2013 and during the next twelve months may sell up to 50% of the indium stockpile to satisfy its cash requirements for its corporate initiatives based on prevailing market conditions. Accordingly, at June 30, 2013, approximately $11.3 million of inventory-indium was reclassified to current assets in the accompanying unaudited condensed balance sheet. The stockpile of the physical metal indium is carried at the lower of cost or market with cost being determined on a specific-identification method and market being determined as the net realizable value based on the spot prices obtained from Metal Bulletin as posted on Bloomberg L.P., a real-time financial information services data platform. The Company charges against earnings an inventory write-down on an interim basis for the amount by which the spot price of indium is less than cost on a specific-identification basis. Increases or decreases in the spot price of the same lots of indium held in inventory in later interim periods within the fiscal year are recognized in such interim periods. Increases in value recognized on an interim basis do not exceed the previously recognized diminution in value within that fiscal year. Further, the Company periodically reviews the indium stockpile to determine if a loss should be recognized where the utility of indium has been impaired on an other-than-temporary basis. Where such impairment is viewed as other-than-temporary, the Company will charge against earnings the amount by which the fair value is less than the cost. Through December 31, 2012, certain lots of indium in inventory were adjusted to reflect a lower of cost or market write-down aggregating approximately $5.9 million based on the spot price of indium of $485 per kilogram at December 31, 2012. As a result, the cost basis of all lots in inventory for accounting purposes is $485 or less per kilogram. The Company will not record any additional write-downs unless the spot price of indium falls below $485 per kilogram. Further, inventory cannot be increased above its cost based on increases in the spot price of indium. At June 30, 2013 and March 31, 2013, the spot price of indium was $547.50 and $555 per kilogram, respectively, and accordingly, no adjustments to inventory were recorded during the three and six months ended June 30, 2013. Basic and Diluted Loss per Share The Company presents both basic and diluted loss per share (“EPS”) on the face of the statement of operations. Basic EPS is computed by dividing net loss applicable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted EPS gives effect to all potentially dilutive common shares outstanding during the period including stock options and warrants and unit purchase options, using the treasury-stock method and convertible stock using the if-converted method. If anti-dilutive, the effect of potentially dilutive common shares is ignored. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock option or warrants. For both the three and six months ended June 30, 2013 and 2012, all potentially issuable shares from outstanding options, warrants and unit purchase options have been excluded from the computation of the diluted EPS since the effect would be anti-dilutive. Accounting for Direct Sales, Lending and Leasing Transactions The stockpile of indium may be used from time to time for “direct sales,” “lending” or “leasing” transactions. Under a “direct sale” transaction, the Company would record a gain (loss) equal to the difference between the proceeds received from the sale of indium and the indium carrying value based on specific-identification method. The Company may also elect to enter into a lending transaction. In indium lending transactions, the Company would exchange a specified tonnage and purity of indium for cash. Title and the risks and rewards of such indium ownership would pass to the purchaser/counterparty in the lending transaction. The Company would simultaneously enter into an agreement with such counterparty in which it would unconditionally commit to purchase and the counterparty would unconditionally commit to sell a specified tonnage and purity of indium that would be delivered to the Company at a fixed price and at a fixed future date in exchange for cash (the Unconditional Sale and Purchase Agreement or “USPA”). The USPA would also contain terms providing the counterparty with substantial disincentives (“penalty fees”) for nonperformance of the return of indium to the Company as a means to assure its future supply of indium. While the Company believes that this risk would be mitigated by the penalty fee features of the USPA, it is nonetheless a risk associated with a transaction of this type. The Company accounts for any USPA transaction on a combined basis (sale and purchase) and evaluates whether, and in what period, other income may be recognized based on the specific terms of any arrangements. The Company discloses unconditional purchase obligations under these arrangements and, if applicable, accrues net losses on such unconditional purchase obligations. Further, the cost of inventory-indium under an open USPA is reported as “indium repurchase obligation” in the accompanying unaudited condensed balance sheet at June 30, 2013. Income arising from leasing transactions is reported as other income. Income Taxes Income taxes are accounted under the asset-and-liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to the differences between the financial statement carrying amounts of existing assets and liabilities and the respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply 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 portion of any deferred tax asset for which it is more likely than not that a tax benefit will not be realized must then be offset by recording a valuation allowance. A valuation allowance has been established against all of the deferred tax assets, as it is more likely than not that these assets will not be realized given the Company’s history of operating losses. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company will recognize potential interest and penalties related to income tax positions as a component of the provision for income taxes on the statements of operations in any future periods in which the Company must record a liability. Share-Based Payment Arrangements The Company measures the cost of employee services received in exchange for an award of equity instruments (share-based payments or “SBP”) based on the grant-date fair value of the award. That cost is recognized over the period during which an employee is required to provide service in exchange for the SBP awardthe requisite service period (vesting period). For SBP awards subject to conditions, compensation is not recognized until the performance condition is probable of occurrence. The grant-date fair value of share options is estimated using the Black-Scholes-Merton option pricing model. Compensation expense for SBP awards granted to nonemployees is remeasured each period as the underlying options vest. The Company recorded non-cash charges for SBP of approximately $2 thousand for both the three months ended June 30, 2013 and 2012 and $3 thousand for both the six months ended June 30, 2013 and 2012. The fair value of each option granted during the six months ended June 30, 2013 and 2012 was estimated on the date of grant using the Black-Scholes-Merton option pricing model with the weighted average assumptions in the following table: Share-Based Payment Arrangements - (continued)
The weighted average fair value at the date of grant for options granted during the six months ended June 30, 2013 and 2012 was $0.32 and $0.67, respectively, per share. The expected term of options granted represents the period of time that options granted are expected to be outstanding. Because of the Company’s limited trading history and trading volume, the expected volatility was calculated based on the five-year volatility of indium. The assumed discount rate was the default risk-free five-year interest rate provided by Bloomberg L.P. Common Stock Purchase Contracts The Company classifies as equity any common stock purchase contracts that: (i) require physical settlement or net-share settlement or give the Company a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement) and (ii) are indexed to the Company’s common stock. The Company classifies as assets or liabilities any common stock purchase contracts that: (i) require net-cash settlement (including a requirement to net-cash settle the contract if an event occurs and that event is outside the control of the Company), (ii) give the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement), or (iii) are not indexed to the Company’s common stock. The Company assesses classification of its equity-classified contracts at each reporting date to determine whether a change in classification between assets and liabilities is required. The Company’s outstanding common stock purchase contracts were accounted for as equity through June 30, 2013. Concentration of Credit Risk The Company maintains cash deposits with banks that at times exceed applicable Federal Deposit Insurance Corporation limits. The Company reduces its exposure to credit risk by maintaining such deposits with high-quality financial institutions. The Company has not experienced any losses in such accounts. At June 30, 2013, the Company had cash on deposit of approximately $5.4 million in excess of federally insured limits of $0.3 million. The Company has exposure to credit and market risk with third parties in its USPA and lease transactions. The Company reduces its credit risk by reviewing the third party’s credit portfolio and when deemed necessary obtains third party guarantees. To reduce its market risks for changes in the price of indium, the USPA and lease agreements contain terms providing the third-party with disincentives (“penalty fees”) for nonperformance of the return of indium to the Company. Fair Value The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. For cash and cash equivalents, accounts payable and accrued expenses, and prepaid expenses, the carrying amount approximated the fair value because of the immediate or short-term nature of those instruments. For inventory, the carrying amount is based on lower of cost or market calculated on a specific-identification method with market being determined by the spot price of indium published by Metal Bulletin as posted on Bloomberg L.P. (a Level 2 fair value measurement). Equipment Equipment is stated at cost and depreciated on a straight-line basis over the estimated useful life of three years. Recently Issued Accounting Pronouncements Recently issued accounting pronouncements did not, or are not believed by management to, have a material effect on the Company’s present or future financial statements. |