UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
FORM 8-K
_________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 21, 2018 (March 19, 2018)
DGSE COMPANIES, INC.
(Exact name of Registrant as specified in its charter)
|
Nevada (State or other jurisdiction of incorporation or organization) |
1-11048 (Commission File Number) |
88-0097334 (I.R.S. Employer Identification No.) |
13022 Preston Rd
Dallas, Texas 75240
(Address of principal executive offices) (Zip Code)
Registrant’s Telephone Number, including area code: (972) 587-4049
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2)
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to section 13(a) of the Exchange Act. ¨
Item 2.02 Results of Operations and Financial Condition
On March 19, 2018, DGSE Companies, Inc. (the “Company”) issued a press release disclosing its financial results for the year ended December 31, 2017 (the “Press Release”). The full text of the Press Release is furnished as Exhibit-99.1 to this current Report on Form 8-K.
The information in this Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 19, 2018, the Board of Directors of the Company elected Allison DeStefano, age 34, as a member of the Board of Directors of the Company to be effective immediately. Allison is the sales director for Echo Environmental, a data security and de-manufacturer/refurbishment processor of electronics in the aftermarket supply chain. She is responsible for management of client services, firm marketing and communications, investment analysis, structuring and execution, and internal operations of the company. Ms. DeStefano started her career as a sales consultant and spent years as a senior sales executive with prior working relationships and with the National Pawnbrokers Association Board and numerous members thereof. She studied art at the State University of New York and is a native of Buffalo, NY.
There is no arrangement or understanding pursuant to which Ms. DeStefano was selected as a director of the Company and there are no family relationships between Ms. DeStefano and the other directors or executive officers of the Company. Since the beginning of the Company’s last fiscal year, Ms. DeStefano has not had any transactions, and there are no currently proposed transactions in which Ms. DeStefano was or is to be a participant in amounts greater than $120,000 and in which any related person had or will have a direct or indirect material interest.
Item 9.01 Financial Statements and Exhibits
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits.
The following exhibit is furnished as part of this report:
| Exhibit | ||
| Number | Description of Exhibit | |
| 99.1 | Press Release, dated March 19, 2018. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
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DGSE COMPANIES, INC. (Company) |
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| Date: March 21, 2018 | By: | /s/ JOHN R. LOFTUS | |
| John R. Loftus | |||
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Chief Executive Officer (Principal Executive Officer) |
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EXHIBIT INDEX
| Exhibit | ||
| Number | Description of Exhibit | |
| 99.1 | Press Release, dated March 19, 2018 |
Exhibit 99.1
DGSE Completes Turnaround Year With 4th Quarter Profit
DALLAS-March 19, 2018 DGSE Companies, Inc. (NYSE MKT:DGSE) (“DGSE” or the “Company”) announces its fourth consecutive profitable quarter and an annual profit of $1.8 million, capping a remarkable turnaround for the jewelry and bullion business.
The Dallas-based Company, a leading wholesaler and retailer of jewelry, diamonds, fine watches and precious metals, reported revenues of $14.4 million and $750 thousand in net profits for the three months ending December 31, 2017.
That brought the totals for the year to $62 million in revenue - up from $48 million in 2016 - and $1.8 million in net profits, and reversed several years of annual losses.
“We’re proud to have returned to profitability by changing company strategy and returning to our roots - buying and selling jewelry and timepieces at exceptional prices,” said John Loftus, DGSE’s President, Chairman and Chief Executive Officer, who took over at DGSE in December 2016. “We’re bullish on the future of brick-and-mortar stores, and we’re proving it every day.”
DGSE operates four Dallas Gold & Silver Exchange stores in the Dallas/Fort Worth area and another, Charleston Gold & Diamond Exchange, in South Carolina. Although the names denote the precious metals that many clients buy and sell as part of their portfolios, they are also high-end jewelry stores, with collections including overstocks and closeouts from luxury retailers and venerated names like David Yurman, Tiffany & Co. and Cartier.
The company reported a $1,362,405 decrease in selling, general and administrative expenses and a $165,289 decrease in interest expense for 2017 compared to the previous year.
Just as key to the turnaround, Loftus said, was the company’s strategy in an era when online shopping is eroding sales in many traditional retail stores.
“Our prices are extremely competitive, but our great staff also offers an unrivaled customer experience,” he said. “We’re an information resource for our clients, we bring transparency to all our transactions, and we offer great value whether you’re buying, selling or trading.”
“That builds lasting relationships for us. And there is still no substitute for seeing and holding a diamond or a necklace or a Rolex, and taking it home the same day - especially when you can’t believe the great deal.”
With the return to profitability and business trending upward, Loftus said DGSE is poised for growth. In the meantime, he is waiting to hear back from Barron’s magazine, which last year ranked DGSE as the second-most-likely retailer in the country to go bankrupt.
“No hard feelings,” Loftus said. “We’ll make them a great deal, too.”
This press release includes statements that may constitute “forward-looking” statements. These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements inherently involve risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, the Company’s ability to execute on new business strategies, and other risks detailed in the Company’s periodic report filings with the Securities and Exchange Commission. These factors are not intended to be an all-encompassing list of risks and uncertainties that may affect the operations, performance, development and results of our business. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Except as otherwise required by law, we undertake no obligation to release publicly the results of any revisions to these forward-looking statements, which may be made, to reflect events or circumstances after the date thereon, including without limitation, changes in our business strategy or planned capital expenditures, store growth plans, or to reflect the occurrence of unanticipated events.
Contacts
DGSE Companies, Inc.
Bret Pedersen 972-587-4024
bpedersen@dgse.com