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 5, 2014
(February
27, 2014)
DGSE
COMPANIES, INC.
(Exact
name of registrant as specified in its charter)
|
Nevada |
1-11048 |
88-0097334 |
|
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
15850 Dallas Parkway, Suite 140
Dallas, Texas 75248
(Address
of Principal Executive Offices) (Zip Code)
(972) 587-4049
(Registrant’s
telephone number, including area code)
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.
below):
⃞ 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))
| Item 1.01 | Entry into a Material Definitive Agreement. |
On February 27, 2014, DGSE Companies, Inc., a Nevada corporation (the “ Company ”) entered into that certain Amendment to Loan Agreement and Revolving Credit Note, dated February 25, 2014, by and between the Company and NTR Metals, LLC, a Texas limited liability company and the Company’s controlling shareholder (“ NTR ”), in form attached hereto as Exhibit 10.1 (the “ Amendment ”), (i) extending the termination date of that certain Loan Agreement, dated July 19, 2012, by and between the Company and NTR, in form attached hereto as Exhibit 10.2 (the “ Loan Agreement ”), from August 1, 2014 to August 1, 2015 and (ii) extending the maturity date of that certain Revolving Credit Note, dated July 19, 2012, by and between the Company and NTR, in form attached hereto as Exhibit 10.3 (the “ Note ”), from August 1, 2014 to August 1, 2015. Pursuant to the terms of the Amendment, the Company further agreed that all guaranties, security interests and liens granted by the Company in favor of NTR pursuant to the requirements of the Loan Agreement would remain in full force and effect commensurate with the extension of the termination date of the Loan Agreement and the maturity date of the Note.
| Item 8.01 | Other Events |
On March 5, 2014, the Company issued a press release announcing the Amendment. A copy of the Company’s press release, dated March 5, 2014, is attached hereto as Exhibit 99.1 .
| Item 9.01 | Financial Statements and Exhibits. |
| (a) | Not applicable . | |
| (b) | Not applicable . | |
| (c) | Not applicable . | |
| (d) | Exhibits . |
EXHIBITS
|
Exhibit No. |
Description |
| 10.1 | Amendment to Loan Agreement and Revolving Credit Note, dated February 25, 2014, by and between the Company and NTR |
| 10.2 | Loan Agreement, dated July 19, 2012 (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed by the Company on July 20, 2012 and incorporated herein by reference) |
| 10.3 | Revolving Credit Note, dated July 19, 2012 (previously filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed by the Company on July 20, 2012 and incorporated herein by reference) |
| 99.1 | Press Release dated March 5, 2014 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: | March 5, 2014 | By: |
/s/ James J. Vierling |
|
|
James J. Vierling |
||||
|
Chief Executive Officer |
||||
Exhibit 10.1
AMENDMENT TO LOAN AGREEMENT
AND REVOLVING CREDIT NOTE
February 25, 2014
This Amendment to Loan Agreement and Revolving Credit Note (this “ Agreement ”) is made and entered into as of the date set forth above, by and among NTR Metals, LLC (the “ Company ”) and DGSE Companies, Inc. (“ DGSE ”). Capitalized terms used but not defined herein have the meaning assigned to them in the Loan Agreement and/or Note (as defined below), as applicable.
RECITALS
WHEREAS, the undersigned entered into that certain Loan Agreement, dated as of July 19, 2012, by and between the Company and DGSE (the “ Loan Agreement ”), pursuant to which the Company agreed to extend credit to DGSE; and
WHEREAS, DGSE executed that certain Revolving Credit Note, dated as of July 19, 2012, by and between the Company and DGSE (the “ Note ”), pursuant to which DGSE promised to pay to the Company funds advanced by the Company, with interest thereon; and
WHEREAS, pursuant to this Agreement, DGSE and the Company are amending the terms of the Loan Agreement and Note.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
AGREEMENT
1. Extension of Loan Agreement . Section 1.1 of the Loan Agreement is hereby amended so that the reference to “August 1, 2014” in the definition of “Termination Date” is changed to “August 1, 2015”.
2. Extension of Note . Subparagraph (b) of the Note is hereby amended so that the reference to “August 1, 2014” in the definition of “Maturity Date” is changed to “August 1, 2015”.
3. Continuing Guaranties, Security Interests and Liens . DGSE agrees that all of the guaranties, security interests and liens granted by DGSE in favor of the Company pursuant to the Loan Documents shall remain in full force and effect once this Agreement takes effect and extends the Loan Agreement and Note as herein stated.
4. Authority . Each party hereto represents and warrants that it had and has all necessary authority and legal capacity to enter into the Loan Agreement, the Note and this Agreement.
5. Choice of Law . The Loan Agreement, the Note and this Agreement are to be construed according to the laws of the State of Texas and the applicable laws of the United States of America.
6. Integration of Contract . The Loan Agreement and Note, as amended by this Agreement, constitute the full understanding of the parties, and no terms, conditions, understandings or agreements purporting to modify or vary the terms of the Loan Agreement, the Note or this Agreement shall be binding unless hereafter made in writing and signed by the party to be bound.
7. Counterparts . This Agreement may be executed in one or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.
IN WITNESS HEREOF, the undersigned have executed this Agreement on the date first appearing above.
|
NTR METALS, LLC |
||
| By | ||
| Name: | ||
| Title: | ||
|
DGSE COMPANIES, INC. |
||
| By | ||
| Name: | ||
| Title: | ||
Exhibit 99.1
DGSE Companies, Inc. Amends Credit Facility with NTR Metals, LLC
Loan Agreement and Revolving Credit Note Extended One Year to August 1, 2015
DALLAS--(BUSINESS WIRE)--March 5, 2014--DGSE Companies, Inc. (NYSE MKT: DGSE), a leading wholesaler and retailer of jewelry, diamonds, fine watches, and precious metal bullion and rare coin products, today announced that a Loan Agreement and Revolving Credit Note with NTR Metals, LLC (“NTR”) has been extended by one year, from August 1, 2014 until August 1, 2015. NTR is an affiliate of Elemetal LLC (“Elemetal”), which is DGSE’s largest shareholder.
James Vierling, Chief Executive Officer and Chairman of the Board, stated, “This extension demonstrates the confidence that NTR and the entire Elemetal family of companies has in the future prospects of DGSE. It also ensures that the Company will have access to capital for future growth opportunities and strengthens our balance sheet. Our relationship with Elemetal continues to provide mutual benefits to each party.”
Elemetal offers a full range of refining, recycling, minting and trading services. Through a series of transactions beginning in 2010, Elemetal has become the largest shareholder of DGSE’s common stock. In addition, Elemetal is DGSE’s primary dealer for bullion purchases and is the primary refiner of recyclable precious metal. Both credit facilities will be secured by the Company’s tangible and intangible assets. This financing transaction is subject to certain financial covenants. For additional details, please access DGSE Companies’ Form 8-K filed with the Securities and Exchange Commission today.
About DGSE Companies
DGSE Companies, Inc. wholesales and retails jewelry, diamonds, fine watches, and precious metal bullion and rare coin products through its Bullion Express, Charleston Gold & Diamond Exchange, Dallas Gold & Silver Exchange, and Southern Bullion Coin & Jewelry operations. DGSE also owns Fairchild International, Inc., one of the largest vintage watch wholesalers in the country. In addition to its retail facilities in Alabama, Florida, Georgia, Illinois, North Carolina, South Carolina, Tennessee and Texas, the Company operates internet websites which can be accessed at www.bullionexpress.com , www.dgse.com , www.cgdeinc.com , and www.sbcoin.com . Real-time price quotations and real-time order execution in precious metals are provided on another DGSE website at www.USBullionExchange.com . Wholesale customers can access the full vintage watch inventory through the restricted site at www.FairchildWatches.com . The Company is headquartered in Dallas, Texas and its common stock trades on the NYSE MKT exchange under the symbol "DGSE."
This press release includes statements which may constitute "forward-looking" statements, usually containing the words "believe," "estimate," "project," "expect" or similar expressions. 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 would cause or contribute to such differences include, but are not limited to, continued acceptance of the Company's products and services in the marketplace, competitive factors, dependence upon third-party vendors, and other risks detailed in the Company's periodic report filings with the Securities and Exchange Commission. By making these forward-looking statements, the Company undertakes no obligation to update these statements for revisions or changes after the date of this release.
CONTACT:
DGSE Companies, Inc.
Jim Vierling, CEO, 972-587-4021
investorrelations@dgse.com
or
Hayden
IR
Brett Maas, 646-536-7331
Managing Partner
brett@haydenir.com