10-Q 1 v358481_10q.htm FORM 10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
Form 10-Q
(Mark One)
x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended September 30, 2013
 
OR
 
¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______________ to ______________
 
Commission File Number 000-54391
 
 
SMG INDIUM RESOURCES LTD.
(Exact name of registrant as specified in its charter)
 
 
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)
  
(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  x     No  ¨
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files    x  Yes     ¨ 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 definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
  
Large accelerated filer   ¨
Accelerated filer   ¨
 
 
Non-accelerated filer   ¨
Smaller reporting company  x
(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   x
 
The number of shares of Common Stock, par value $0.001 per share, outstanding as of November 8, 2013 was 8,801,997.
 
 
 
SMG INDIUM RESOURCES LTD.
 
Table of Contents
 
 
 
Page
Part I
Financial Information
 
 
 
 
Item 1.
Financial Statements
 
 
 
 
 
Condensed Balance Sheets as of September 30, 2013 and December 31, 2012 (Unaudited)
2
 
 
 
 
Condensed Statements of Operations for the Three and Nine Months Ended September 30, 2013 and
   2012 (Unaudited)
3
 
 
 
 
Condensed Statement of Changes in Stockholders’ Equity for the Nine Months Ended September
   30, 2013 (Unaudited)
4
 
 
 
 
Condensed Statements of Cash Flows for the Nine Months Ended September 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
15
 
 
 
Item 3.
Qualitative and Quantitative Disclosures about Market Risk
22
 
 
 
Item 4.
Controls and Procedures
22
 
 
 
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
 
 
1

 
PART I—FINANCIAL INFORMATION
Item 1.      Financial Statements.
 
SMG INDIUM RESOURCES LTD.
CONDENSED BALANCE SHEETS
(Unaudited)
 
 
 
September 30,
 
December 31,
 
 
 
2013
 
2012
 
ASSETS
 
 
 
 
 
 
 
Current Assets:
 
 
 
 
 
 
 
Cash and cash equivalents
 
$
10,355,871
 
$
6,151,770
 
Accounts receivable
 
 
668,531
 
 
-
 
Inventory - indium
 
 
6,186,313
 
 
-
 
Prepaid expenses and other current assets
 
 
60,993
 
 
29,774
 
Total Current Assets
 
 
17,271,708
 
 
6,181,544
 
 
 
 
 
 
 
 
 
Non-current inventory - indium
 
 
10,399,035
 
 
22,680,758
 
Indium repurchase right
 
 
943,573
 
 
-
 
Equipment, net of accumulated depreciation
 
 
-
 
 
597
 
Total Assets
 
$
28,614,316
 
$
28,862,899
 
 
 
 
 
 
 
 
 
LIABILITIES AND STOCKHOLDERS' EQUITY
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Current Liabilities:
 
 
 
 
 
 
 
Accounts payable and accrued expenses, including Manager - related-party fee of
    $168,643 and $149,323 at September 30, 2013 and December 31, 2012, respectively
 
$
301,807
 
$
226,991
 
Unconditional sale and purchase agreement repurchase obligation
 
 
1,024,192
 
 
-
 
Total Current Liabilities
 
 
1,325,999
 
 
226,991
 
 
 
 
 
 
 
 
 
Commitments and Contingencies
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Stockholders' Equity:
 
 
 
 
 
 
 
Preferred stock - $0.001 par value: authorized 1,000,000 shares at September 30, 2013
    and December 31, 2012; issued and outstanding 0 shares at September 30, 2013 and
    December 31, 2012
 
 
-
 
 
-
 
Common stock - $0.001 par value: authorized 25,000,000 shares at September 30, 2013
    and December 31, 2012; issued 8,832,301 shares at September 30, 2013 and
    December 31, 2012; outstanding 8,801,997 and 8,808,717 shares at
    September 30, 2013 and December 31, 2012, respectively
 
 
8,833
 
 
8,833
 
Additional paid-in capital
 
 
38,351,159
 
 
40,106,728
 
Accumulated deficit
 
 
(11,002,971)
 
 
(11,427,369)
 
Less treasury stock at cost: 30,304 and 23,584 shares at September 30, 2013 and
 
 
 
 
 
 
 
December 31, 2012, respectively
 
 
(68,704)
 
 
(52,284)
 
Total Stockholders' Equity
 
 
27,288,317
 
 
28,635,908
 
Total Liabilities and Stockholders' Equity
 
$
28,614,316
 
$
28,862,899
 
 
The accompanying notes are an integral part of these unaudited condensed financial statements.
 
 
2

 
SMG INDIUM RESOURCES LTD.
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
 
 
 
For the Three Months Ended September 30,
 
For the Nine Months Ended September 30,
 
 
 
2013
 
2012
 
2013
 
2012
 
Net sales
 
$
6,416,122
 
$
-
 
$
6,416,122
 
$
-
 
Cost of sales, including inventory-write down (recovery)
 
 
5,153,686
 
 
(1,091,346)
 
 
5,153,686
 
 
913,242
 
Gross profit (loss)
 
 
1,262,436
 
 
1,091,346
 
 
1,262,436
 
 
(913,242)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating costs:
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating expenses - Manager - related party
 
 
168,643
 
 
151,204
 
 
476,434
 
 
471,026
 
Other selling, general and administrative expenses
 
 
118,100
 
 
117,524
 
 
463,154
 
 
511,369
 
Total operating costs
 
 
286,743
 
 
268,728
 
 
939,588
 
 
982,395
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating income (loss)
 
 
975,693
 
 
822,618
 
 
322,848
 
 
(1,895,637)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other income:
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest income
 
 
3,559
 
 
5,183
 
 
9,895
 
 
18,930
 
Other income
 
 
52,346
 
 
18,829
 
 
101,655
 
 
38,890
 
Net income (loss) before income taxes
 
 
1,031,598
 
 
846,630
 
 
434,398
 
 
(1,837,817)
 
Income tax expense
 
 
(10,000)
 
 
-
 
 
(10,000)
 
 
-
 
Net income (loss)
 
$
1,021,598
 
$
846,630
 
$
424,398
 
$
(1,837,817)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net Income (Loss) Per Share
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic
 
$
0.12
 
$
0.10
 
$
0.05
 
$
(0.21)
 
Diluted
 
$
0.12
 
$
0.10
 
$
0.05
 
$
(0.21)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Weighted Average Number of Shares Outstanding
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic
 
 
8,802,242
 
 
8,832,301
 
 
8,803,605
 
 
8,803,104
 
Diluted
 
 
8,834,242
 
 
8,832,301
 
 
8,823,004
 
 
8,803,104
 
 
The accompanying notes are an integral part of these unaudited condensed financial statements.
 
 
3

 
SMG INDIUM RESOURCES LTD.
CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY
(Unaudited)
 
 
 
 
 
 
 
 
 
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
 
 
-
 
 
-
 
 
4,900
 
 
-
 
 
-
 
 
4,900
 
Purchase of 6,720 shares of treasury stock
 
 
-
 
 
-
 
 
-
 
 
-
 
 
(16,420)
 
 
(16,420)
 
Return of capital distributions
 
 
-
 
 
-
 
 
(1,760,469)
 
 
-
 
 
-
 
 
(1,760,469)
 
Net income
 
 
-
 
 
-
 
 
-
 
 
424,398
 
 
-
 
 
424,398
 
Balance at September 30, 2013
 
 
8,832,301
 
$
8,833
 
$
38,351,159
 
$
(11,002,971)
 
$
(68,704)
 
$
27,288,317
 
 
The accompanying notes are an integral part of these unaudited condensed financial statements.
 
 
4

 
SMG INDIUM RESOURCES LTD.
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
 
 
 
For the Nine Months Ended September 30,
 
 
 
2013
 
2012
 
Cash flow from operating activities:
 
 
 
 
 
 
 
Net income (loss)
 
$
424,398
 
$
(1,837,817)
 
Adjustments to reconcile net income (loss) to net cash provided by (used in)
    operating activities:
 
 
 
 
 
 
 
Write-downs of inventory - indium
 
 
-
 
 
913,242
 
Share-based compensation to officer
 
 
4,900
 
 
5,300
 
Depreciation
 
 
597
 
 
249
 
Changes in operating assets and liabilities:
 
 
 
 
 
 
 
Increase in accounts receivable
 
 
(668,531)
 
 
-
 
Increase in prepaid expenses and other current assets
 
 
(31,219)
 
 
(21,857)
 
Decrease in cash and cash equivalents restricted for indium purchases
 
 
-
 
 
2,700,781
 
Decrease (increase) in inventory - indium
 
 
5,151,837
 
 
(6,157,539)
 
Increase in accounts payable and accrued expenses
 
 
74,816
 
 
57,293
 
Increase in unconditional sale and purchase agreement repurchase
    obligation
 
 
1,024,192
 
 
-
 
Net cash provided by (used in) operating activities
 
 
5,980,990
 
 
(4,340,348)
 
 
 
 
 
 
 
 
 
Cash flow from financing activities:
 
 
 
 
 
 
 
Proceeds from private placement of common stock to a related party, net
 
 
-
 
 
7,497,500
 
Purchase of treasury shares
 
 
(16,420)
 
 
-
 
Return of capital distributions
 
 
(1,760,469)
 
 
-
 
Net cash (used in) provided by financing activities
 
 
(1,776,889)
 
 
7,497,500
 
 
 
 
 
 
 
 
 
Net increase in cash and cash equivalents
 
 
4,204,101
 
 
3,157,152
 
Cash and cash equivalents, at beginning of period
 
 
6,151,770
 
 
3,536,331
 
Cash and cash equivalents, at end of period
 
$
10,355,871
 
$
6,693,483
 
 
The accompanying notes are an integral part of these unaudited condensed financial statements.
 
 
5


SMG INDIUM RESOURCES LTD. 
NOTES TO CONDENSED FINANCIAL STATEMENTS 
(Unaudited)
 
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 was 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, leasing 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 September 30, 2013 and December 31, 2012, the Company’s management calculated the NMV of the Company to be approximately $35.0 million and $28.8 million, respectively. At September 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 $7.7 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, as 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 nine months ended September 30, 2013 are not necessarily indicative of the results that may be expected for the year ending December 31, 2013 or any interim period.
 
 
6


SMG INDIUM RESOURCES LTD. 
NOTES TO CONDENSED FINANCIAL STATEMENTS 
(Unaudited)
 
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 as the Company’s primary business purpose was to stockpile indium with the objective of achieving long-term appreciation in the value of indium. At June 30, 2013, approximately $11.3 million of inventory-indium was reclassified to current assets due to the fact that during the next twelve months the Company intended to sell up to 50% of the indium stockpile to satisfy its cash requirements for its corporate initiatives based on prevailing market conditions. The Company began selling indium in July 2013 and at September 30, 2013, the balance in current indium-inventory was approximately $6.2 million in the accompanying unaudited condensed balance sheet. The decrease resulted from sales of indium in the third quarter of 2013.
 
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. During 2013, the spot price of indium has been above $485 per kilogram and, accordingly, no lower of cost or market adjustments to inventory were recorded during the three and nine months ended September 30, 2013.
 
Basic and Diluted Net Income (Loss) per Share
 
The Company presents both basic and diluted net income (loss) per share on the face of the statement of operations. Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted net income (loss) gives effect to all potentially dilutive common shares outstanding during the period including stock options, warrants and unit purchase options, using the treasury-stock method. If anti-dilutive, the effect of potentially dilutive common shares is ignored. In computing diluted net income (loss) per share, 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 nine months ended September 30, 2013 and the three months ended September 30, 2012, potential shares of common stock that resulted from the assumed exercise of outstanding stock options, with exercise prices less than the average market price of the Company’s common stock for the period, were calculated using the treasury stock method. All other potentially issuable shares of common stock have been excluded from the calculation because their effect would be antidilutive. For the nine months ended September 30, 2012, all potentially issuable shares from outstanding options, warrants and unit purchase options have been excluded from the computation of the diluted net loss since the effect would be anti-dilutive due to the net loss for the period.
 
 
7


SMG INDIUM RESOURCES LTD. 
NOTES TO CONDENSED FINANCIAL STATEMENTS 
(Unaudited)
 
Note 2 — Summary of Significant Accounting Policies – (continued)
 
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 records revenue when there is pervasive evidence that an arrangement exists, delivery has occurred, the price is fixed and determinable and collectibility is reasonably assured. Cost of sales is recorded for the indium carrying value based on specific-identification method. Allowances, if any, are recorded based on management’s best estimate for uncollectible accounts. There is no right of return. The Company may also 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 any 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 September 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.
 
For the three and nine months ended September 30, 2013, the Company recorded $10 thousand for Federal income taxes. The Company’s effective tax rate for the three and nine months ended September 30, 2013 was significantly lower than the statutory rate due to its utilization of its net operating loss carryforwards, which offset the Company’s taxable income, except for Federal alternative minimum taxes that are not offset by such operating losses. For the three months ended September 30, 2012, the Company did not record any income tax expense due to the fact that the Company expected to have a net operating loss for 2012. For the nine months ended September 30, 2012, the Company had a net loss resulting in a tax benefit that was fully offset by a valuation reserve.
 
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 award—the 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 September 30, 2013 and 2012 and $5 thousand for both the nine months ended September 30, 2013 and 2012. The fair value of each option granted during the nine months ended September 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:
 
 
8


SMG INDIUM RESOURCES LTD. 
NOTES TO CONDENSED FINANCIAL STATEMENTS 
(Unaudited)
 
Note 2 — Summary of Significant Accounting Policies – (continued)
 
Share-Based Payment Arrangements - (continued)
 
 
 
Nine Months Ended September 30,
 
 
 
 
2013
 
 
2012
 
 
Expected dividend yield
 
 
0
%
 
 
0
%
 
Expected option term (years)
 
 
5
 
 
 
5
 
 
Expected volatility
 
 
11
%
 
 
17
%
 
Risk-free interest rate
 
 
0.75-1.38
%
 
 
0.72-1.02
%
 
 
The weighted average fair value at the date of grant for options granted during the nine months ended September 30, 2013 and 2012 was $0.33 and $0.53, 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 September 30, 2013.
 
Concentration of Credit and Market 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 September 30, 2013, the Company had cash on deposit of approximately $10.1 million in excess of federally- insured limits of $0.3 million.
 
The Company grants credit, without collateral, to specialty metals companies creating a credit risk with third parties that it sells, lends or leases indium. The Company seeks to reduce 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 receivable, 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).
 
Reclassifications
 
Certain reclassifications were made to the 2012 statement of operations to conform to the presentation in 2013.
 
 
9


SMG INDIUM RESOURCES LTD. 
NOTES TO CONDENSED FINANCIAL STATEMENTS 
(Unaudited)
 
Note 2 — Summary of Significant Accounting Policies – (continued)  
 
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.

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 of 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 September 30, 2013, the Company has an unconditional obligation to repurchase indium in the fourth quarter of 2013 under a USPA, as amended. Accordingly, at September 30, 2013, the Company classified approximately $0.9 million of indium covered by the USPA as "indium repurchase right” in long-term assets in the accompanying unaudited condensed balance sheet. Further, at September 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 September 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 nine months ended September 30, 2013, the Company recorded other income of approximately $52 thousand and $102 thousand, respectively, under USPA and lease transactions and during the three and nine months ended September 30, 2012, the Company recorded $19 thousand and $39 thousand, respectively, under USPAs.

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.
 
During 2013, the Company's board of directors approved two return of capital distributions, each in the amount of $0.10 per common share. The payment dates were June 26, 2013 and September 25, 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 September 30, 2013, there were 325,001 options available under the Plan for future grants.
 
 
10


SMG INDIUM RESOURCES LTD. 
NOTES TO CONDENSED FINANCIAL STATEMENTS 
(Unaudited)
 
Note 4 — Stockholders’ Equity – (continued)
 
Stock Options
 
Summary stock option information is as follows:
 
 
 
 
 
 
 
 
 
 
 
 
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
 
 
15,000
 
 
39,400
 
 
2.45-2.85
 
$
2.63
 
Exercise
 
 
-
 
 
-
 
 
-
 
 
-
 
Cancelled or Forfeited
 
 
-
 
 
-
 
 
-
 
 
-
 
Outstanding, September 30, 2013
 
 
674,999
 
$
3,190,993
 
$
2.45-7.50
 
$
4.73
 
 
The weighted average grant-date fair value was $0.33 and $0.53 for options granted during the nine months ended September 30, 2013 and 2012, respectively. The weighted average remaining contractual life is 2.4 years for stock options outstanding at September 30, 2013.
 
Warrants
 
As of September 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 previously issued to underwriters or their designees exercisable for 240,000 IPO 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. 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 nine months of 2013, the Company purchased 6,720 shares of its common stock and 1,900 warrants for an aggregate purchase price of $16 thousand. From the inception of the stock repurchase program and through September 30, 2013, the Company has purchased 30,304 shares of its common stock and 4,400 warrants for an aggregate purchase price of approximately $69 thousand.
 
 
11


SMG INDIUM RESOURCES LTD. 
NOTES TO CONDENSED FINANCIAL STATEMENTS 
(Unaudited)
 
Note 5 —Net Income (Loss) Per Share
 
Per share data is based on the weighted average number of shares of the Company’s common stock during the relevant period. Basic net income (loss) per share is calculated using the weighted average number of outstanding shares of common stock. Diluted net income (loss) per share computations, as calculated under the treasury stock method, include the weighted average number of shares of additional common stock issuable for stock options, warrants and unit purchase options. Diluted net income (loss) per share for all the periods presented does not include securities if their effect was anti-dilutive.
 
 
 
For the Three Months Ended September 30,
 
For the Nine Months Ended September 30,
 
 
 
 
2013
 
 
2012
 
 
2013
 
 
2012
 
 
 
(in thousands, except per share amounts)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income (loss)
 
$
1,022
 
$
847
 
$
424
 
$
(1,838)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic Net Income (Loss) Per Share
 
 
 
 
 
 
 
 
 
 
 
 
 
Weighted average basic common shares outstanding
 
 
8,802
 
 
8,832
 
 
8,804
 
 
8,803
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic net income (loss) per share
 
$
0.12
 
$
0.10
 
$
0.05
 
$
(0.21)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Diluted Net Income (Loss) per Share
 
 
 
 
 
 
 
 
 
 
 
 
 
Weighted average basic common shares outstanding
 
 
8,802
 
 
8,832
 
 
8,804
 
 
8,803
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Dilutive effect of stock options outstanding
 
 
32
 
 
-
 
 
19
 
 
-
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Weighted average dilutive common shares
 
 
8,834
 
 
8,832
 
 
8,823
 
 
8,803
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Diluted income (loss) per share
 
$
0.12
 
$
0.10
 
$
0.05
 
$
(0.21)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Stock option and warrant shares excluded from the
    weighted average dilutive common shares because
    the effect would be antidilutive
 
 
7,874
 
 
7,874
 
 
7,889
 
 
7,874
 

Note 6 — Related-Party Transactions
 
The members of SMG Advisors, and the positions they hold in the Company, are as follows: Ailon Z. Grushkin, President and Director; BRACK Advisors LLC, an entity controlled by Richard A. Biele, Chief Operating Officer and Director; Alan C. Benjamin, Chairman and Chief Executive Officer; and RCM Indium, LLC, an entity controlled by William C. Martin, Director. The members of SMG Advisors beneficially own an aggregate of 48% of the Company’s outstanding common stock. SMG Advisors is managed by Ailon Z. Grushkin. The Manager’s financial statements are not consolidated with those of the Company. Pursuant to the MSA, the Manager is responsible for: (i) purchasing, leasing, 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; (iii) arranging for the storage of indium; (iv) preparing a report on the Company’s NMV; (v) preparing any regulatory filing materials or special reports to the Company’s stockholders and board of directors; and (vi) managing the general business and affairs of the Company.
 
 
12


SMG INDIUM RESOURCES LTD. 
NOTES TO CONDENSED FINANCIAL STATEMENTS 
(Unaudited)
 
Note 6 — Related-Party Transactions– (continued)
 
The MSA, as amended and restated in May 2011, has an initial term of five years, with options to renew the agreement on terms mutually acceptable to each party and may be terminated by either party upon 90 days prior written notice. The Company is responsible for paying all costs and expenses incurred in connection with the business, except those expressly assumed by the Manager. The Company pays the Manager a fee equal to 2% per annum, payable monthly, based on NMV, at the end of each month. Such Manager fees aggregated approximately $0.2 million for both the three months ended September 30, 2013 and 2012 and approximately $0.5 million for both the nine months ended September 30, 2013 and 2012.
 
The Company paid a relative of one of its officers to perform outsourced secretarial services for the Company $5 thousand during both the three months ended September 30, 2013 and 2012 and $15 thousand during both the nine months ended September 30, 2013 and 2012.
 
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.
 
The Company believes that all related-party transactions were made on terms no less favorable to the Company than could have been obtained from unaffiliated parties. The Company does not engage in any transactions with its officers and directors involving purchasing, lending, or selling indium to or from the Company, except pursuant to the terms of the MSA.

Note 7 — Commitments and Contingencies
 
Management Services Agreement
 
As described in note 6, the Company entered into the MSA, as amended and restated on May 10, 2011, with the Manager, a related party. The MSA has an initial term of five years with options to renew upon mutual agreement between the parties. The Company is required to pay the Manager a fee of 2% per annum of the monthly NMV, as previously defined, through May 2016.
 
Compensation
 
In June 2012, the Company entered into an arrangement with its chief financial officer (“CFO”) that increased the annual base compensation from $50 thousand to $60 thousand to be paid quarterly. Further, the Company agreed to grant the CFO quarterly five-year options to acquire 5,000 shares (2,500 shares prior to September 2012) of common stock vesting at the date of grant and exercisable at the market value at the date of grant. The compensation committee of the board of directors has approved the payment of $10 thousand per year to each of the nonexecutive board members and $1 thousand to such directors for each meeting attended in person. The Company engages a relative of one of its officers to perform outsourced secretarial services for the Company at $5 thousand per quarter.
 
The Company’s board of directors has approved a contingent cash bonus award of $0.1 million and a contingent award of 22,000 shares of restricted common stock to the Manager, a related party. The aforementioned award will be granted if the Company completes an additional equity offering raising a minimum of $15 million in one single transaction of cash or a combination of cash and indium metal in lieu of cash. Further, the board of directors has approved an additional contingent cash bonus award of $0.1 million and a contingent award of 22,000 shares of restricted common stock to the Manager, a related party, if the Company can successfully list its common stock on a major exchange. As of September 30, 2013, none of the aforementioned awards have been granted.
 
 
13


SMG INDIUM RESOURCES LTD. 
NOTES TO CONDENSED FINANCIAL STATEMENTS 
(Unaudited)
 
Note 8 — Segment Information
 
The Company operates in a single-segment business whose primary business purpose was to stockpile indium, a specialty metal that is being used as a raw material in a wide variety of consumer electronics manufacturing applications. Umicore USA Inc., Vital Materials Co., Limited, Indium Corporation of America and Aim Specialty Materials each account for more than 10% of the Company’s net sales.

Note 9 — Subsequent Events
 
The Company evaluates events that have occurred after the balance sheet date but before the financial statements are issued. Based upon the evaluation, the Company did not identify any recognized or non-recognized subsequent events that have required adjustment or disclosure in the financial statements.
 
 
14

 
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
 
Cautionary Note Regarding Forward-Looking Statements
 
Unless otherwise indicated, the terms “SMG Indium,” “SMG,” the “Company,” “we,” “us,” and “our” refer to SMG Indium Resources Ltd.  In this Quarterly Report on Form 10-Q, we may make certain forward-looking statements, including statements regarding our plans, strategies, objectives, expectations, intentions and resources that are made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995.
 
The statements contained in this Quarterly Report on Form 10-Q that are not historical fact are forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995), within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended.  Forward-looking statements may be identified by the use of forward-looking terminology such as “should,” “could,” “may,” “will,” “expect,” “believe,” “estimate,” “anticipate,” “intends,” “continue,” or similar terms or variations of those terms or the negative of those terms.  These statements appear in a number of places in this Form 10-Q and include statements regarding the intent, belief or current expectations of SMG Indium Resources Ltd. Forward-looking statements are merely our current predictions of future events. Investors are cautioned that any such forward-looking statements are inherently uncertain, are not guaranties of future performance and involve risks and uncertainties. Actual results may differ materially from our predictions. There are a number of factors that could negatively affect our business and the value of our securities, including and not limited to indium price volatility from supply and demand factors, international export quotas that could affect the availability of indium and our ability to purchase or sell indium, lack of any internationally recognized exchanges for indium, limited number of potential suppliers of indium and potential customers who purchase or borrow indium, disruption of mining operations, technological obsolescence, substitution of other materials decreasing the demand for indium, regulatory requirements regarding indium, risks associated with international economic and political events, lack of operational liquidity, lack of investment liquidity, factors affecting our Net Market Value, and changes in interest rates. Such factors could materially affect our Company's future operating results and could cause actual events to differ materially from those described in forward-looking statements relating to our Company. Although we have sought to identify the most significant risks to our business, we cannot predict whether, or to what extent, any of such risks may be realized, nor is there any assurance that we have identified all possible issues that we might face. We assume no obligation to update our forward-looking statements to reflect new information or developments. We urge readers to carefully review and consider the various disclosures we make in this report and our other reports filed with the Securities and Exchange Commission (“SEC”) that attempt to advise interested parties of the risks, uncertainties and other factors that may affect our business including the risk factors disclosed herein in Part II under “Risk Factors” and in our 2012 Annual Report on Form 10-K, as filed with the SEC.
 
Overview
 
We were formed under the laws of the State of Delaware on January 7, 2008. On May 4, 2011, we amended our certificate of incorporation to provide for 40,000,000 shares of authorized common stock, par value $0.001 per share and 1,000,000 shares of authorized preferred stock, par value $0.001. In November 2012, our board of directors and stockholders approved an amendment to our certificate of incorporation to reduce our authorized shares of common stock to 25,000,000. We were formed to stockpile the specialty metal indium.  From time to time, we lend, lease or sell indium, if management believes it is advantageous. Based on prevailing market conditions, we may sell up to $6.2 million of our indium stockpile over the next 12 months to fund our cash requirements for our corporate initiatives. These corporate initiatives currently include funding our stock repurchase program and returning cash to shareholders via quarterly return of capital distributions.
 
Our Company
 
We were formed to stockpile the metal indium. Our strategy was to achieve long-term appreciation in the value of our indium stockpile, and not to actively speculate with regard to short-term fluctuations in indium prices. We planned to achieve long-term appreciation in the value of our indium stockpile primarily through price appreciation of the physical metal. Although the price of indium has increased in 2013 from the low of $485 per kilogram at December 31, 2012 to $695 per kilogram at September 30, 2013, it has declined substantially from its high in March 2005. It is our belief that the long-term industry prospects for indium are attractive, and over time, the price of the metal may continue to appreciate. However, there is no assurance that the price of indium or the value of the Company’s securities will increase over time. To our knowledge, our stock is currently the only investment that allows potential stockholders to participate in any price appreciation of indium other than physical delivery of the metal itself. Our structure provides a simple and efficient mechanism by which a potential public stockholder may benefit from any appreciation in the price of indium. Our stockholders have the ability to effectively purchase an interest in indium in a manner that does not directly include the risks associated with ownership of companies that explore for, mine and process indium. Our common shares represent an indirect interest in the physical indium we own.
 
In August 2013, our board of directors authorized the Manager to sell up to 50% of our stockpile of indium held as of June 30, 2013. Through September 30, 2013, we had net sales of approximately $6.4 million of indium at a gross profit of approximately $1.3 million. At September 30, 2013, we have approximately $6.2 million of indium available for sale, which is classified as a current asset. The remainder of indium inventory of approximately $11.3 million is in long-term assets since the Company does not intend to sell such inventory over the next twelve months.
 
 
15

 
We physically store and insure our indium in third-party warehouses or storage facilities located in the United States, Canada, the Netherlands and/or the United Kingdom. Our Manager, Specialty Metals Group Advisors LLC, which is a related party, negotiates storage arrangements for our indium holdings and is required to use commercially reasonable efforts to ensure that the indium holdings have the benefit of insurance arrangements obtained on standard industry terms.
 
We utilize and expect to continue to utilize facilities that meet our requirements that are either (i) located closest in proximity to our indium suppliers in order to reduce transportation fees or (ii) located closest in proximity to our corporate headquarters or satellite offices in order to facilitate our ability to inspect our inventory and reduce future corporate expenses associated with travel. We believe there are numerous third-party storage facilities that provide more than adequate services that meet our criteria, which eliminates the need for hiring a custodian. As of September 30, 2013, we own approximately 36.3 metric tons (“mt”) of indium for an aggregate original cost (prior to any lower of cost or market adjustment) of approximately $22.3 million or $613 per kilogram. After the lower of cost or market adjustment, the carrying value of inventory is approximately $17.5 million or $483 per kilogram of which approximately $14.2 million is currently stored in a secure insured bonded warehouse facility located in New York owned by Brink’s. The facility is visited at least once per year for inspection.  Of the remaining indium, approximately $2.4 million has been leased to a third party and approximately $0.9 million was sold to a third party under an unconditional sale and purchase agreement (“USPA”). Under the terms of the USPA, as amended, we have an unconditional obligation to buy back that indium from the third party during the fourth quarter of 2013.
 
At September 30, 2013, we had cash and cash equivalents of approximately $10.4 million $1.0 million of which will be used in the fourth quarter of 2013 to satisfy our obligation under a USPA, as amended. Our expenses will be required to be satisfied by cash on hand.  Our annual cash operating expenses, including management fees, are estimated to be approximately $1.2 million. Further, our board of directors approved in 2013 a stock repurchase plan for up to $3.0 million of our securities and we may return additional capital to our stockholders subject to prevailing market conditions. Although we currently have sufficient cash to satisfy our requirements over the twelve months, if needed to support continued return of capital distributions or repurchases of our securities, we plan to sell indium from our stockpile to cover our cash requirements.
 
At September 30, 2013, the spot price of indium was $695 per kilogram, representing an increase of 43% from the spot price of $485 per kilogram at December 31, 2012. The annual average price of indium decreased approximately 24% in 2012 from 2011 decreasing from $696 per kilogram in 2011 to $528 per kilogram in 2012. As a result of the decline in the price of indium since the closing of our Initial Public Oferring (“IPO”) in May 2011 to December 31, 2012, our cost of indium has been reduced by lower of cost or market write-downs of certain lots of our indium stockpile aggregating approximately $4.8 million at September 30, 2013. In addition, through September 30, 2013, our NMV per share has declined 13% since the closing of our IPO.
 
Critical Accounting Policies and Estimates
 
Use of Estimates
 
The preparation of financial statements and related disclosures in conformity with United States generally accepted accounting principles (“U.S. GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Estimates are used for, but not limited to, valuation of indium inventories, income taxes, share-based compensation and revenue recognition. Management will base its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results could differ from these estimates under different assumptions or conditions.
 
Common Stock Purchase Contracts
 
We classify as equity any common stock purchase contracts that: (i) require physical settlement or net-share settlement or gives us a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement) and (ii) is index to our common stock. We classify 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 our control); (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 our common stock. We assess classification of our equity-classified contracts at each reporting date to determine whether a change in classification between assets and liabilities is required. Our outstanding common stock purchase contracts (warrants and unit purchase options) were accounted for as equity through September 30, 2013.
 
 
16

 
Share-Based Payment Arrangements
 
We measure the cost of 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 a service is required to be provided in exchange for the SBP award—the requisite service period (vesting period). For SBP awards subject to performance 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.
 
Inventory of the Metal Indium
 
Our inventory of the metal indium is recorded at cost including all associated costs of delivering the indium to the bonded storage warehouse on the date we take delivery of the physical metal. The stockpile of the physical metal indium and the related repurchase right was classified as noncurrent as our primary business purpose was to stockpile indium with the objective of achieving long-term appreciation in the value of indium. At June 30, 2013, approximately $11.3 million of indium inventory was reclassified to current assets due to the fact that during the next twelve months the Company intended to sell up to 50% of the indium stockpile to satisfy its cash requirements for its corporate initiatives based on prevailing market conditions. The Company began selling indium in July 2013 and at September 30, 2013, the balance in current indium inventory is approximately $6.2 million in the accompanying unaudited condensed balance sheet. The decrease resulted from sales of indium in the third quarter of 2013.
 
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 on Bloomberg L.P., a real-time financial information services data platform. We charge against earnings on an interim basis the amount by which the spot price of indium is less than cost on a specific-identification basis. Increases in the spot price of indium for the same lot of indium held in inventory in later interim periods within the fiscal year are recognized in the later interim period. Increases in value recognized on an interim basis do not exceed the previously recognized diminution in value within that fiscal year. However, it should be noted that there may not be a correlation between the spot price of indium as published by Metal Bulletin and posted on Bloomberg L.P. and the amount we may realize upon selling indium in the open market. Further, we periodically review 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 something other than temporary, we will charge against earnings the amount by which the fair market 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. We will not record any additional write-downs unless the spot price of indium falls below $485 per kilogram and inventory cannot be increased above its cost based on increases in the spot price of indium. At September 30, 2013, June 30, 2013 and March 31, 2013, the spot price of indium was $695, $547.50 and $555 per kilogram, respectively, and accordingly, no adjustments to inventory were recorded in 2013.
 
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 our history of operating losses. We recognize 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. We 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.
 
For the three and nine months ended September 30, 2013, the Company recorded $10 thousand for Federal income taxes. The Company’s effective tax rate for the three and nine months ended September 30, 2013 was significantly lower than the statutory rate due to its utilization of its net operating loss carryforwards, which offset the Company’s taxable income, except for Federal alternative minimum taxes that are not offset by such operating losses. For the three months ended September 30, 2012, the Company did not record any income tax expense due to the fact that the Company expected to have a net operating loss for 2012. For the nine months ended September 30, 2012, the Company has a net loss resulting in a tax benefit that was fully offset by a valuation reserve.
 
 
17

 
Accounting for Direct Sales, Lending and Leasing Transactions
 
The stockpile of indium may be used from time to time for “direct sales,” “lending” or “lease” transactions. Under a “direct sale” transaction, the Company records revenue when there is pervasive evidence that an arrangement exists, delivery has occurred, the price is fixed and determinable and collectibility is reasonably assured. Cost of sales is recorded for the indium carrying value based on specific-identification method. Allowances, if any, are recorded based on management’s best estimate for uncollectible accounts. There is no right of return. We may also elect to enter into a lending transaction. In indium lending transactions, we 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. We 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 us at a fixed price and at a fixed future date in exchange for cash (the 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 our future supply of indium. While we believe 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. We account for any USPA transaction on a combined basis (sale and purchase) and evaluate whether, and in what period, other income may be recognized based on the specific terms of any arrangements. We disclose unconditional purchase obligations under these arrangements and, if applicable, accrue net losses on such unconditional purchase obligations. Further, the cost of inventory-indium under an open USPA, as amended, is reported as “indium repurchase obligation” in the accompanying unaudited condensed balance sheet at September 30, 2013. Income arising from leasing transactions is reported as other income.
 
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.
 
Results of Operations
 
The results of operations for the three and nine months ended September 30, 2013 and 2012 are as follows:
 
 
 
For the Three Months Ended September 30,
 
For the Nine Months Ended September 30,
 
 
 
2013
 
2012
 
2013
 
2012
 
Net sales
 
$
6,416,122
 
$
-
 
$
6,416,122
 
$
-
 
Cost of sales, including inventory-write down (recovery)
 
 
5,153,686
 
 
(1,091,346)
 
 
5,153,686
 
 
913,242
 
Gross profit (loss)
 
 
1,262,436
 
 
1,091,346
 
 
1,262,436
 
 
(913,242)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating costs:
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating expenses - Manager - related party
 
 
168,643
 
 
151,204
 
 
476,434
 
 
471,026
 
Other selling, general and administrative expenses
 
 
118,100
 
 
117,524
 
 
463,154
 
 
511,369
 
Total operating costs
 
 
286,743
 
 
268,728
 
 
939,588
 
 
982,395
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating income (loss)
 
 
975,693
 
 
822,618
 
 
322,848
 
 
(1,895,637)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other income:
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest income
 
 
3,559
 
 
5,183
 
 
9,895
 
 
18,930
 
Other income
 
 
52,346
 
 
18,829
 
 
101,655
 
 
38,890
 
Net income (loss) before income taxes
 
 
1,031,598
 
 
846,630
 
 
434,398
 
 
(1,837,817)
 
Income tax expense
 
 
(10,000)
 
 
-
 
 
(10,000)
 
 
-
 
Net income (loss)
 
$
1,021,598
 
$
846,630
 
$
424,398
 
$
(1,837,817)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net Income (Loss) Per Share
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic
 
$
0.12
 
$
0.10
 
$
0.05
 
$
(0.21)
 
Diluted
 
$
0.12
 
$
0.10
 
$
0.05
 
$
(0.21)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Weighted Average Number of Shares Outstanding
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic
 
 
8,802,242
 
 
8,832,301
 
 
8,803,605
 
 
8,803,104
 
Diluted
 
 
8,834,242
 
 
8,832,301
 
 
8,823,004
 
 
8,803,104
 
 
Revenues
 
Subsequent to June 30, 2013, we began selling indium from our stockpile to generate cash to fund our corporate initiatives, including our share buyback program and any additional distributions to our stockholders that we may undertake in the future, based on prevailing market conditions. During the third quarter of 2013, we had net sales of approximately $6.4 million of indium.
 
 
18

 
 
Three Months Ended September 30, 2013 Compared to September 30, 2012 Comparable Period
 
For the three months ended September 30, 2013, net sales were approximately $6.4 million. There were no sales in the 2012 period as we did not begin selling indium until the third quarter of 2013. Previously we were stockpiling the metal indium. Cost of sales was approximately $5.2 million resulting in gross profit of approximately $1.2 million or 20% in the third quarter of 2013.  The cost of sales, including inventory recovery of approximately $1.1 million in the 2012 period was due to the fact that the spot price of indium at September 30, 2012 of $535 per kilogram, as published by Metal Bulletin and posted on Bloomberg L.P., had recovered from the $502.50 per kilogram, the price of indium at June 30, 2012. We charge against earnings on an interim basis the amount by which the spot price of indium is less than cost on a specific-identification basis. Increases in the spot price of indium for the same lot of indium held in inventory in later interim periods within the fiscal year are recognized in the later interim period. Accordingly in the third quarter of 2012, we recorded a write-up of inventory due to the recovery in the spot price of indium that quarter. There was no lower of cost or market adjustment in the 2013 period and we do not expect any additional write-downs unless the spot price of indium should fall below $485 per kilogram, however, we cannot guarantee that any such write-downs will not occur.
 
For the three months ended September 30, 2013, total operating expenses were approximately $287 thousand. For the comparable period in 2012, total operating costs were approximately $269 thousand representing a 7% increase.  The increase was due principally to an increase in the Manager fee as a result of an increase in NMV caused principally by the increase in the spot price of indium in the 2013 period. Other operating expenses were approximately the same in the third quarter of 2013 when compared to the comparable period in 2012. During the three-month period ended September 30, 2013, other income increased approximately $34 thousand when compared to the third quarter in 2012 due to increased income recorded on indium USPA and lease transactions during the third quarter of 2013.
 
Income taxes of $10 thousand was provided for in the third quarter of 2013 for the alternative minimum tax that is not offset by net operating losses based on our estimated tax rate.
 
Net income was approximately $1.0 million for the three months ended September 30, 2013 (or $0.12 per basic and diluted share) compared to a net income of approximately $0.8 million (or $0.10 per basic and diluted share) in the comparable period ended September 30, 2012. The increase of approximately $0.2 million was due to higher gross profits in 2013. As described above, the net income in the third quarter of 2012 was due to approximately $1.1 million in gross profits as a result of a lower of cost or market recovery of indium inventory offset in part by operating expenses. The basic weighted average number of common shares outstanding was 8,802,242 in the third quarter of 2013 compared to 8,832,301 in the third quarter of 2012. The decrease in shares in 2013 was due to the purchase of common shares under our repurchase program.
 
Nine Months Ended September 30, 2013 compared to September 30, 2012 Comparable Period
 
For the nine months ended September 30, 2013, net sales were approximately $6.4 million. Cost of sales was approximately $5.2 million resulting in gross profit of approximately $1.2 million or 20%. There were no sales in the comparable period in 2012. Cost of sales, including inventory write-down of approximately $0.9 million in the 2012 period was due to a lower of cost or market write-down of certain lots in indium inventory as a result of the decline in the spot price of indium from the price at the end of the 2011 for certain lots. The spot price of indium at September 30, 2012 was $535 per kilogram, as published by Metal Bulletin and posted on Bloomberg L.P., compared to the $570 per kilogram, the price of indium at December 31, 2011. There was no lower of cost or market adjustment in the 2013 period, and, we do not expect any adjustment unless the spot price of indium should fall below $485 per kilogram, however, we cannot guarantee that any such write-downs will not occur.
 
For the nine months ended September 30, 2013, total operating costs were approximately $940 thousand compared to approximately $982 thousand in the comparable period in 2012 resulting in a decline of 4% for the nine months ended September 30, 2013. Manager expenses increased approximately $5 thousand or 1% due to a increase in average NMV for the nine month period. Other selling, general and administrative expenses declined approximately $48 thousand or 9% due principally to lower professional fees and the fact that there was no CFO bonus in 2013. Interest income decreased $9 thousand when compared to the same period in 2012 principally as a result of lower cash available to invest. During the nine months ended September 30, 2013, there was approximately $102 thousand in other income representing the aggregate income relating to indium USPAs and lease transactions compared to $39 thousand in the 2012 period. The increase was primarily due to the lease transaction in the 2013 period. There was no lease transaction in the 2012 period.
 
Income taxes of $10 thousand was provided for in the nine months ended September 30, 2013 for the alternative minimum tax that is not offset by net operating losses based on our estimated tax rate.
 
For the nine months ended September 30, 2013, we reported net income of approximately $0.4 million (or $0.05 per basic and diluted share) as compared with a net loss for the nine months ended September 30, 2012 of approximately ($1.8) million (or ($0.21) per basic and diluted share). The improvement in net income was due principally to the gross profit on net sales in 2013 and the fact that there was no write-down in inventory in the 2013 period. As mentioned above, the nine months ended September 30, 2012 included a $0.9 million inventory write-down. The basic weighted average number of common shares outstanding was approximately the same in both periods at 8,803,605 in the nine months ended September 30, 2013 compared to 8,803,104 in the 2012 period.
 
Based on our current business plan, we expect that our normal annual cash operating expenses will approximate $1.2 million annually. However, we expect our monthly expenses may increase or decrease with the change in our NMV. The monthly management fee payable to our Manager, a related party, is directly correlated to our NMV, which fluctuates primarily based on the price of indium. Furthermore, our monthly storage and insurance expense is directly correlated to the quantity of indium held in inventory and to the increase or decrease in the value of our indium stockpile.
 
 
19

 
GAAP vs. Non-GAAP Disclosure
 
We use the term NMV throughout this report when we discuss the value of our indium holdings. We define the term NMV, as used in this report, as the product of multiplying the number of kilograms of indium held by the Company at any given point by the spot price for indium as published by Metal Bulletin and posted on Bloomberg L.P., plus cash and other Company assets, less any liabilities.  The use of the term NMV is a non-GAAP financial measurement.
 
A reconciliation of the Non-GAAP NMV to the GAAP historical net book value is as follows:
 
 
 
September 30,
 
December 31,
 
 
 
2013
 
2012
 
U.S. GAAP net book value
 
$
27,288,317
 
$
28,635,908
 
Excess of the indium inventory at spot price over GAAP book value
 
 
7,719,873
 
 
122,689
 
NMV
 
$
35,008,190
 
$
28,758,597
 
 
The reasons we rely on NMV measurements are as follows:
 
 
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;
 
 
 
 
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. 
 
No assurances can be given that the Company could liquidate its indium holdings at the market prices published by Metal Bulletin.
 
Liquidity and Capital Resources
 
Since our inception and through September 30, 2013, we have incurred an accumulated deficit of approximately $11.0 million (including approximately $2.4 million non-cash dividend to Class A common stockholders). Prior to the third quarter of 2013, we had no sales and we had not yet achieved profitability. Our strategy had been to achieve long-term appreciation in the value of our indium stockpile and not to actively speculate with regard to short-term fluctuations in indium prices. In the third quarter of 2013, we began selling indium as the spot price of indium began a recovery but there is no assurance that the price of indium will continue to increase. We expect that we may sell up to $6.2 million of our stockpile over the next year to fund corporate initiatives including funding our stock buyback program and returning capital to our stockholders, subject to prevailing market conditions. There is no assurance that there will be long-term appreciation in the price of indium. In fact, the price of indium had declined since the closing of our IPO in May 2011 until recently when the spot price began to recover. Historically, the fluctuations in these prices have been, and will continue to be, affected by numerous factors beyond our control. At November 8, 2013, the spot price of indium, as published by Metal Bulletin and posted on Bloomberg L.P., was $670 per kilogram.
 
 
20

 
The purpose of our Company is to permit a simple and efficient mechanism by which an investor may benefit from appreciation in the price of indium. The value of our Company is designed to track and correspond with fluctuations in the price of indium. In theory, our stock price should correlate to increases or decreases in the value of our Company, which is directly tied to fluctuations in indium prices. However, at September 30, 2013, our stock traded at a 28% discount from our NMV at that date.
 
As of September 30, 2013, we have cash and cash equivalents of approximately $10.4 million compared to cash and cash equivalents of approximately $6.2 million at December 31, 2012. The increase of $4.2 million is due to approximately $6.0 million cash provided by operations in the first nine months of 2013, offset in part by approximately $1.8 million in return of capital cash distributions to stockholders in that period. Our primary source of funds has been from the public and private sale of equity securities. At September 30, 2013, approximately $1.0 million of cash was committed to pay the unconditional repurchase obligation for indium sold under a USPA. Therefore, we had approximately $9.4 million available for general corporate purposes of which up to $3.0 million may be used for repurchases of our securities under a program described below and approved by our board of directors in the second quarter of 2013. Further, we currently estimate our cash operating expenses to be approximately $1.2 million annually. Our annual cash operating expenses include paying the annual related-party Manager’s fee of $0.6 million for the acquisition, storage, insuring and disposition of indium on our behalf and reviewing corporate, title, environmental, and financial documents and material agreements regarding the acquisition, storage, insuring and disposition of indium on our behalf. We also anticipate that we will incur annual cash expenses including: (i) storage and insurance for indium — $0.1 million; (ii) director and officer compensation expense — $0.1 million; (iii) director and officer liability insurance premiums — $0.1 million; and (iv) other general and administrative expenses including officer and director expenses and public company costs including legal and accounting fees — $0.3 million. We also declared a return of capital distribution to our stockholders of $0.10 per share in both the second and third quarters of 2013 aggregating $1.8 million and may continue to pay such distributions subject to our Manager’s assessment of prevailing market conditions. We expect our monthly expenses to increase or decrease with the change in our NMV. The monthly management fee payable to our Manager is directly correlated to our NMV, which fluctuates primarily based on the price of indium. Furthermore, our monthly storage and insurance expense is directly correlated to the quantity of indium held in inventory and to the increase or decrease in the value of our indium stockpile.
 
We currently do not believe we will need to raise additional funds over the next 12 months in order to cover our cash needed to fund our corporative initiatives.  
 
Although we are currently not a party to any agreement or letter of intent with respect to potential investments in, or acquisitions of businesses, we may enter into these types of arrangements in the future, which could also require us to seek additional equity or debt financing. Additional funds may not be available on terms favorable to us or at all.
 
In May 2013, the Company’s board of directors authorized an increase from $1.0 million to $3.0 million for its stock repurchase program. 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. Through September 30, 2013, we have purchased an aggregate of approximately $69 thousand of our securities, representing 30,304 shares of our common stock and 4,400 warrants to acquire shares of our common stock.
 
Discussion of Cash Flows
 
The Company’s cash flow activity was as follows:
 
 
 
For the Nine Months Ended September 30,
 
 
 
2013
 
2012
 
 
 
 
 
 
 
 
 
Net cash provided by (used in) operating activities
 
$
5,980,990
 
$
(4,340,348)
 
Net cash (used in) provided by financing activities
 
 
(1,776,889)
 
 
7,497,500
 
Net increase in cash and cash equivalents
 
$
4,204,101
 
$
3,157,152
 
 
Cash Flows from Operating Activities
 
Net cash and cash equivalents provided by operations during the first nine months of 2013 approximated $6.0 million principally from cash received from sales of indium and USPA and lease transactions, offset in part by our cash operating expenses. Net cash and cash equivalents used in operating activities for the nine months ended September 30, 2012 was approximately $4.3 million representing an increase of approximately $10.3 million in cash provided by operating activities in the first nine months of 2013. The change in cash and cash equivalents provided by operating activities in 2013 was primarily due to cash sales in the nine months ended September 30, 2013, the effects of cash received under a USPA during the nine months ended September 30, 2013 plus the fact that indium purchases were higher in the 2012 period.
 
21

 
Cash Flows from Financing Activities
 
The net cash and cash equivalents used in financing activities in the first nine months of 2013 was approximately $1.8 million for the return of capital distributions to stockholders and the purchase of treasury shares under our repurchase program. During the nine months ended September 30, 2012, net cash and cash equivalents provided by financing activities was due to net proceeds received from a 2012 private placement of approximately $7.5 million in the first quarter of 2012. There was no financing in 2013.
 
Working Capital, Indium Inventory and Indium Purchase Commitments
 
At September 30, 2013, we had working capital of approximately $15.9 million. This represented an increase of approximately $9.9 million from the working capital of approximately $6.0 million at December 31, 2012. The increase in working capital was primarily due to approximately $6.2 million of inventory-indium in current assets in the third quarter of 2013 as a result of the fact that we intend to sell that indium over the next year, and increases in cash and accounts receivable as a result of sales in the third quarter of 2013 offset in part by the return of capital distributions to stockholders in the nine months ended September 30, 2013.
 
Our activity has been centered on stockpiling indium with the net proceeds received from the sale of our securities. At September 30, 2013, we had 36,329 kilograms of indium in inventory. As of September 30, 2013, our aggregate original cost basis (prior to any lower of cost or market write-down) for the indium was approximately $22.3 million or approximately $613 per kilogram. At September 30, 2013 and December 31, 2012, we had an aggregate of approximately $4.8 million and $5.9 million, respectively, in lower of cost or market write-downs as a result of the quoted price of indium at December 31, 2012 being less than the purchase price on certain lots resulting in a new cost basis of $485 per kilogram for accounting purposes for the respective lots. The spot price of indium at September 30, 2013 was $695 per kilogram. We do not expect any additional write-downs of indium unless the spot price falls below $485 per kilogram. Further, under GAAP the indium inventory cannot be written up above costs as a result of the spot price being greater than the cost for accounting purposes.
 
During the second quarter of 2013, we entered into a lease agreement expiring at the end of 2013 for a certain tonnage of indium. Included in inventory-indium at September 30, 2013 is approximately $2.4 million of indium covered by the lease agreement. Also, at September 30, 2013, we have an outstanding unconditional obligation to repurchase indium in the fourth quarter of 2013 that was sold under a USPA, entered into in May 2013 and as amended in October 2013. At September 30, 2013, we recorded a liability of approximately $1.0 million for this obligation and the indium covered by this agreement has been classified as "indium repurchase right” in the unaudited condensed accompanying balance sheet at September 30, 2013.
 
Item 3.  Qualitative and Quantitative Disclosures about Market Risk.
 
We are a smaller reporting company, and therefore, we are not required to provide information required by this item.
 
Item 4.  Controls and Procedures.
 
Evaluation of Disclosure Controls and Procedures
 
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Financial Officer and Chief Executive Officer (Principal Executive Officer) and our President, as appropriate, to allow timely decisions regarding required disclosure.  In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, as ours are designed to do, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
 
As of September 30, 2013, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective in enabling us to record, process, summarize and report information required to be included in our periodic filings with the Securities and Exchange Commission within the required time period.
 
Changes in Internal Control over Financial Reporting
 
There have been no changes in our internal controls over financial reporting that occurred during the quarter ended September 30, 2013 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
 
 
22

 
PART II – OTHER INFORMATION  
 
Item 1.
Legal Proceedings.
 
 
 
None.
 
 
Item 1A.
Risk Factors.
 
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 held at June 30, 2013 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 September 30, 2013, we have net sales of indium of approximately $6.4 million. There can be no assurance that we will be able to continue to 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.
 
We rely on a few customers for a large portion of our revenues.
 
Our top four customers generated approximately 97% of our net sales of indium for the nine months ended September 30, 2013.  We didn’t commence selling indium from our stockpile to generate cash until subsequent to June 30, 2013. The amount of net sales generated by specific customers is likely to vary from year to year, and a major customer in one year may not purchase our products in a subsequent year.  The loss of one of our large customers could have a material adverse effect on our business, results of operations and financial condition.
 
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds.
 
Issuer Purchases of Equity Securities  
 
In May 2013, our board of directors authorized an increase in the amount of funds for repurchases of the Company’s outstanding shares of common stock from $1.0 million to $3.0 million. The program authorizes the Company’s Manager to repurchase shares in the open market or in private transactions from time to time, depending on market conditions and expires on December 31, 2014.
 
During the three months ended September 30, 2013, we repurchased $3 thousand of our common stock under our stock repurchase program. The remaining authorized balance as of September 30, 2013 was approximately $2.9 million. Stock repurchases were funded from working capital.
 
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)
 
July 1, 2013 – July 31, 2013
 
 
500
 
$
2.91
 
 
30,104
 
$
2,933
 
August 1, 2013 – August 31, 2013
 
 
200
 
 
2.95
 
 
30,304
 
$
2,933
 
September 1, 2013 – September 30, 2013
 
 
0
 
 
n/a
 
 
30,304
 
$
2,933
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total
 
 
700
 
$
2.92
 
 
30,304
 
$
2,933
 
 
 
23

 
Item 3.
Defaults Upon Senior Securities.
 
 
 
None.
 
 
Item 4.
Mine Safety Disclosures. 
 
 
 
Not applicable. 
 
 
Item 5.
Other Information.
 
 
 
None.
 
 
Item 6.
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.
 
 
 
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.
 
 
 
32.1*
 
Certification pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. §1350).*
 
 
 
32.2*
 
Certification pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. §1350).*
 
 
 
101.ins**
 
XBRL Instance Document
 
 
 
101.xsd**
 
XBRL Taxonomy Extension Schema Document
  
 
 
101.cal**
 
XBRL Taxonomy Calculation Linkbase Document
 
 
 
101.def**
 
XBRL Taxonomy Definition Linkbase Document
 
 
 
101.lab**
 
XBRL Taxonomy Label Linkbase Document
 
 
 
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.
 
 
** 
Furnished. Not filed. Not incorporated by reference. Not subject to liability.
 
 
24

 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
 
SMG Indium Resources Ltd.
 
 
(Registrant)
 
 
 
November 13, 2013
 
/s/    Alan C. Benjamin
Date
 
Alan C. Benjamin
 
 
Chief Executive Officer
 
 
(Principal Executive Officer)
 
 
 
November 13, 2013
 
/s/   Mary E. Paetzold
Date
 
Mary E. Paetzold
 
 
Chief Financial Officer
 
 
(Principal Financial and Accounting Officer)
 
 
25