Envela Corporation
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Envela Corporation - 10-Q quarterly report FY


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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q

(Mark One)

(X) Quarterly Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934

For the quarterly period ended September 30, 2005
--------------------------------

(_) Transition Report under Section 13 or 15(d) of the Securities Exchange
Act of 1934

For the transition period from to
-------------- --------------

Commission File Number 1-11048
----------------------------------------

DGSE Companies, Inc.
---------------------
(Exact name of registrant as specified in its charter)


Nevada 88-0097334
- --------------------------------- -------------------------------
(State or other jurisdiction (I.R.S. Employer Identification
of incorporation or organization) Number)



2817 Forest Lane, Dallas, Texas 75234
- ---------------------------------------- ----------------
(Address of principal executive offices) (Zip Code)

(Issuer's telephone number, including area code) (972) 484-3662
--------------


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 the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

Class Outstanding at October 25, 2005
- ---------------------------- -------------------------------
Common Stock, $.01 per value 4,913,290
<TABLE>
<CAPTION>

PART I. FINANCIAL INFORMATION
Item 1. Financial Statements

Consolidated Balance Sheets

(Unaudited)
September 30, December 31,
2005 2004
------------- -------------
<S> <C> <C>
ASSETS

CURRENT ASSETS
Cash and cash equivalents $ 310,626 314,897
Trade receivables 802,318 907,238
Inventories 7,385,918 6,791,383
Prepaid expenses 294,986 161,985
------------- -------------
Total current assets 8,793,848 8,175,503

MARKETABLE SECURITIES - AVAILABLE FOR SALE 120,079 77,062

PROPERTY AND EQUIPMENT - AT COST, NET 957,920 885,301

DEFERRED INCOME TAXES 1,206 15,994

GOODWILL 837,117 837,117

OTHER ASSETS 263,611 290,722
------------- -------------

Total Assets $ 10,973,781 $ 10,281,699
============= =============


LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Notes payable $ 2,601,457 548,093
Current maturities of long-term debt 349,003 76,172
Accounts payable - trade 286,340 590,412
Accrued expenses 242,735 513,775
Customer deposits 1,726,721 67,173
Federal income taxes payable 79,952 146,210
------------- -------------
Total current liabilities 3,732,208 1,941,835


Long-term debt, less current maturities 1,300,929 2,749,278
------------- -------------

Total liabilities 5,033,137 4,691,113

SHAREHOLDERS' EQUITY
Common stock, $.01 par value; authorized 10,000,000
shares; issued and outstanding 4,913,290 shares 49,133 49,133
Additional paid-in capital 5,708,760 5,708,760
Accumulated other comprehensive (loss) (93,972) (122,582)
Retained earnings (deficit) 276,723 (44,725)
Total shareholders' equity 5,940,644 5,590,586
------------- -------------

$ 10,973,781 $ 10,281,699
============= =============
</TABLE>



The accompanying notes are an integral part of these consolidated financial
statements
<TABLE>
<CAPTION>

DGSE Companies, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF OPERATIONS
Three months ended September 30,
(Unaudited)

2005 2004
----------- -----------
<S> <C> <C>
Revenue
Sales $ 7,129,321 $ 6,239,150
Pawn services charges 85,536 68,463
----------- -----------
7,214,857 6,307,613

Costs and expenses
Cost of goods sold 5,837,846 4,973,392
Selling, general and administrative expenses 1,124,435 987,094
Depreciation and amortization 46,219 35,031
----------- -----------
7,008,500 5,995,517
----------- -----------

Operating income 206,357 278,189
----------- -----------

Other income (expense)
Other income 3,895 39,098
Interest expense (71,533) (73,005)
----------- -----------
Total other income (expense) (67,638) (33,907)

Income before income taxes 138,719 278,189

Income tax expense 47,165 94,584
----------- -----------

Net income from continuing operations 91,554 183,605

Loss from discontinued operations, net of income taxes -- (73,864)
----------- -----------

Net income $ 91,554 $ 109,741
=========== ===========

Earnings per common share
Basic and diluted
From continuing operations $ .02 $ .04
From discontinued operations -- (.02)
----------- -----------
$ .02 $ .02
=========== ===========

Weighted average number of common shares:
Basic 4,913,290 4,913,290
Diluted 5,040,148 5,155,141
</TABLE>



The accompanying notes are an integral part of these consolidated financial
statements
<TABLE>
<CAPTION>

DGSE Companies, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF OPERATIONS
Nine months ended September 30,
(Unaudited)


2005 2004
------------ ------------
<S> <C> <C>
Revenue
Sales $ 20,475,598 $ 19,160,794
Pawn services charges 257,481 163,177
------------ ------------
20,733,079 19,323,971

Costs and expenses
Cost of goods sold 16,608,461 15,414,425
Selling, general and administrative expenses 3,288,686 2,792,576
Depreciation and amortization 138,090 107,428
------------ ------------
20,035,237 18,314,429
------------ ------------

Operating income 697,842 1,009,542
------------ ------------

Other income (expense)
Other income 3,895 39,098
Interest expense (214,696) (218,063)
------------ ------------

Total other income (expense) (210,801) (178,965)

Income before income taxes 487,041 830,577

Income tax expense 165,594 282,396
------------ ------------

Net income from continuing operations 321,447 548,181

Loss from discontinued operations, net of income taxes -- (151,965)
------------ ------------

Net income $ 321,447 $ 396,216
============ ============


Earnings per common share
Basic and diluted
From continuing operations $ .06 $ .11
From discontinued operations -- (.03)
------------ ------------
$ .06 $ .08
============ ============

Weighted average number of common shares:
Basic 4,913,290 4,913,290
Diluted 5,059,709 5,159,458
</TABLE>



The accompanying notes are an integral part of these consolidated financial
statements
<TABLE>
<CAPTION>

DGSE COMPANIES, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Nine Months Ended
September 30,
2005 2004
----------- -----------
<S> <C> <C>
Cash Flows From Operations
Reconciliation of income to net cash
used in operating activities
Net income $ 321,447 $ 396,216
Depreciation and amortization 138,090 107,428
Gain on sale of assets -- (32,529)
Realized gain on sale of marketable securities (3,895) --
Other -- 8,704
(Increase) decrease in operating assets and liabilities
Trade receivables 52,935 286,932
Inventories (594,535) (400,533)
Prepaid expenses and other current assets (133,001) (51,102)
Accounts payable and accrued expenses (575,112) (1,116,872)
Change in customer deposits 105,548 (39,464)
Federal income taxes payable (66,258) (100,319)
Other assets 27,111 --
----------- -----------
Total net cash used in operating activities (727,670) (941,539)
Cash flows from investing activities
Pawn loans made (469,839) (445,024)
Pawn loans repaid 338,069 312,675
Recovery of pawn loan principal through
Sale of forfeited collateral 220,356 66,491
Pay day loans made 100,871) --
Pay day loans repaid 64,270 --
Purchase of property and equipment (210,709) (95,039)
Proceeds from sale of marketable securities 4,277 --
Proceeds from sale of assets -- 150,000
----------- -----------

Net cash (used) provided by investing activities (154,447) (10,897)
Cash flows from financing activities
Proceeds from notes issued 3,481,365 1,068,660
Payments on notes payable (2,603,519) (606,604)
----------- -----------
Net cash provided by financing activities 877,846 462,056
----------- -----------

Net decrease in cash and cash equivalents (4,271) (490,380)

Cash and cash equivalents at beginning of year 314,897 735,293
----------- -----------

Cash and cash equivalents at end of period $ 310,626 $ 244,913
=========== ===========
</TABLE>



Supplemental disclosures:

Interest paid for the nine months ended September 30, 2005 and 2004 was $
214,696 and $ 218,063, respectively.
Income taxes paid for the nine months ended September 30, 2005 and 2004 was
$225,000 and $304,430, respectively. Pawn loans forfeited and transferred to
inventory amounted to $ 220,356 and $ 312,675, respectively, for the nine months
ended September 30, 2005 and 2004.

The accompanying notes are an integral part of these consolidated financial
statements.
<TABLE>
<CAPTION>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- ------------------------------------------
(1) Basis of Presentation:

The accompanying unaudited condensed consolidated financial statements of DGSE
Companies, Inc. and Subsidiaries include the financial statements of DGSE
Companies, Inc. and its wholly-owned subsidiaries, DGSE Corporation, National
Jewelry Exchange, Inc., Charleston Gold and Diamond Exchange, Inc. and American
Pay Day Centers, Inc. In July 2004 the Company sold the goodwill and trade name
of Silverman Consultants, Inc. and discontinued the operations of this
subsidiary. As a result, operating results for this subsidiary have been
reclassified to discontinued operations for all periods presented. In the
opinion of management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included.

The Company's operating results for the periods ended September 30, 2005, are
not necessarily indicative of the results that may be expected for the year
ended December 31, 2005. For further information, refer to the consolidated
financial statements and footnotes thereto included in the Company's annual
report on Form 10-K for the year ended December 31, 2004. Certain
reclassifications were made to the prior year's consolidated financial
statements to conform to the current year presentation.

Pawn loans receivable in the amount of $ 142,611 and $ 181,199 as of September
30, 2005 and 2004, respectively, are included in the Consolidated Balance Sheets
caption trade receivables. The related pawn service charges receivable in the
amount of $ 50,433 and $ 76,136 as of September 30, 2005 and 2004, respectively,
are also included in the Consolidated Balance Sheets caption trade receivables.
Pay day loans receivable in the amount of $ 27,614 as of September 30, 2005 are
also included in the Consolidated Balance Sheets caption trade receivables.
There were no pay day loans receivable as of September 30, 2004.

The 10-K for the year ended December 31, 2004 and the 10-Q for the period ended
March 31, 2005 will be amended to include additional disclosures.

(2) - Earnings per share
A reconciliation of the income and shares of the basic earnings per
common share and diluted earnings per common share for the periods
ended September 30, 2005, and 2004 is as follows:


2005 2005
Nine months Three months
--------------------------------- ---------------------------------
Per-Share Per-Share
Income Shares Amount Income Shares Amount
--------------------------------- ---------------------------------
<S> <C> <C> <C> <C> <C> <C>
Basic earnings per common share
Income from operations allocable
to common shareholders $ 321,447 4,913,290 $ .06 $ 91,554 4,913,290 $ .02

Effect of dilutive securities
Stock options -- 146,413 -- -- 126,858 --
--------- --------- --------- --------- --------- ---------

Diluted earnings per common share
Income from operations available
to common shareholders plus
assumed conversions $ 321,447 5,059,709 $ .06 $ 91,554 5,040,148 $ .02
========= ========= ========= ========= ========= =========


2004 2004
Nine months Three months
--------------------------------- ---------------------------------
Per-Share Per-Share
Income Shares Amount Income Shares Amount
--------------------------------- ---------------------------------

Basic earnings per common share
Income from operations allocable
to common shareholders $ 396,216 4,913,290 $ .08 $ 109,741 4,913,290 .02

Effect of dilutive securities
Stock options -- 246,168 -- -- 241,851 --
--------- --------- --------- --------- --------- ---------

Diluted earnings per common share
Income from operations available
to common shareholders plus
assumed conversions $ 396,216 5,159,458 $ .06 $ 109,741 5,155,141 $ .02
========= ========= ========= ========= ========= =========
</TABLE>
<TABLE>
<CAPTION>

(3) - Business segment information

Management identifies reportable segments by product or service
offered. Each segment is managed separately. Corporate and other
includes certain general and administrative expenses not allocated to
segments and pawn operations. The Company's operations by segment for
the nine months ended September 30 were as follows:

(Amounts in thousands)

Retail Wholesale Rare Corporate
Jewelry Jewelry Bullion Coins and Other Consolidated
------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Revenues
2005 $ 9,790 $ 2,962 $ 5,536 $ 1,895 $ 550 $ 20,733
2004 9,293 2,872 5,590 1,238 331 19,324
Net income
(loss)
2005 204 144 27 145 (199) 321
2004 285 150 37 61 (137) 396

Identifiable
Assets
2005 8,041 1,742 236 145 810 10,974
2004 7,790 1,745 169 94 784 10,582

Capital
Expenditures
2005 169 -- -- -- 42 211
2004 95 -- -- -- -- 95

Depreciation and
Amortization
2005 85 16 -- -- 37 138
2004 84 16 -- -- 7 107


The Company's operations by segment for the three months ended September 30 were
as follows:
(Amounts in thousands)

Retail Wholesale Rare Corporate
Jewelry Jewelry Bullion Coins and Other Consolidated
------------ ------------ ------------ ------------ ------------ ------------
Revenues
2005 $ 3,362 $ 1,015 $ 1,964 $ 732 142 $ 7,215
2004 3,115 1,001 1,397 668 127 6,308
Net income
(loss)
2005 44 45 12 58 (68) 91
2004 82 54 (5) 34 (55) 110

Identifiable
Assets
2005 8,041 1,742 236 145 810 10,974
2004 7,790 1,745 169 94 784 10,582

Capital
Expenditures
2005 18 -- -- -- 26 44
2004 35 -- -- -- -- 35


Depreciation and
Amortization
2005 29 5 -- -- 12 46
2004 27 5 -- -- 3 35
</TABLE>
<TABLE>
<CAPTION>

(4) Other Comprehensive income:

Other comprehensive income is as follows: Tax
Before Tax (Expense) Net-of-Tax
Amount Benefit Amount
---------- ---------- ----------
<S> <C> <C> <C>
Other comprehensive income at
December 31, 2003 $ -- $ -- $ --
Unrealized holding gains arising during the
Three months ended March 31, 2004 106,373 (36,167) 70,206
---------- ---------- ----------
Other comprehensive income at
March 31, 2004 106,373 (36,167) 70,206
Unrealized holding losses during the
Three months ended June 30, 2004 (86,020) 29,247 (56,773)
---------- ---------- ----------
Other comprehensive income at
June 30, 2004 $ 20,353 $ (6,920) $ 13,433
========== ========== ==========

Other comprehensive income loss at
December 31, 2004, March 31,2005
And June 30, 2005 $ (150,784) $ 28,202 $ (122,582)
Unrealized holding gains arising during the
Three months ended September 30, 2005 43,348 (14,738) 28,610
---------- ---------- ----------
Other comprehensive income at
September 30, 2005 $ (107,436) $ 13,464 $ (93,972)
========== ========== ==========
</TABLE>

(5) Stock-based Compensation:

The Company accounts for stock-based compensation to employees using the
intrinsic value method. Accordingly, compensation cost for stock options to
employees is measured as the excess, if any , of the quoted market price of the
Company's common stock at the date of the grant over the amount an employee must
pay to acquire the stock.

The following table illustrates the effect on net income and earnings per share
if the Company had applied the fair value recognition provisions of FASB
Statement No. 123, Accounting for Stock-Based Compensation, to stock-based
employee compensation.
<TABLE>
<CAPTION>

Nine Months Ended September 30,
-------------------------------
2005 2004
-------------- --------------
<S> <C> <C>
Net income as reported $ 321,447 $ 396,216
Deduct: Total stock-based employee compensation
Expense determined under fair value based method
For all awards, net of related tax effects -- --
-------------- --------------
Pro forma net income $ 321,447 $ 396,216
============== ==============


Earnings per share:
Basic - as reported $.06 $.08
Basic - pro forma $.06 $.08
Diluted - as reported $.06 $.08
Diluted pro forma $.06 $.08
Three Months Ended September 30,
--------------------------------
2005 2004
-------------- ---------------
Net income as reported $ 91,554 $ 109,741
Deduct: Total stock-based employee compensation
Expense determined under fair value based method
For all awards, net of related tax effects -- --
-------------- ---------------
Pro forma net income $ 91,554 $ 109,741
============== ===============


Earnings per share:
Basic - as reported $.02 $.02
Basic - pro forma $.02 $.02
Diluted - as reported $.02 $.02
Diluted pro forma $.02 $.02
</TABLE>

The fair value of these options was estimated at the date of grant using the
Black-Scholes option-pricing model with the following weighted average
assumptions used for grants after 1998, expected volatility of 70% to 96%,
risk-free rate of 3.9% to 6.6%, no dividend yield and expected life of 5 to 8
years.

(6) Recently Issued Accounting Standards


In December 2004, the FASB issued SFAS No. 123R, "Share-Based Payment". SFAS No.
123R is a revision of SFAS No. 123, "Accounting for Stock Based Compensation",
and supersedes APB 25. Among other items, SFAS 123R eliminates the use of APB 25
and the intrinsic value method of accounting, and requires companies to
recognize the cost of employee services received in exchange for awards of
equity instruments, based on the grant date fair value of those awards, in the
financial statements. The effective date of SFAS 123R had been set for the first
reporting period beginning after June 15, 2005, which is third quarter 2005 for
calendar year companies. However, on April 14, 2005, the Securities and Exchange
Commission (SEC) announced the effective date of SFAS 123R was suspended until
January 1, 2006, for calendar year companies. Early adoption is allowed.

SFAS 123R permits companies to adopt its requirements using either a "modified
prospective" method, or a "modified retrospective" method. Under the "modified
prospective" method, compensation cost is recognized in the financial statements
beginning with the effective date, based on the requirements of SFAS 123R for
all share-based payments granted after that date, and based on the requirements
of SFAS 123 for all unvested awards granted prior to the effective date of SFAS
123R. Under the "modified retrospective" method, the requirements are the same
as under the "modified prospective" method, but also permits entities to restate
financial statements of previous periods based on proforma disclosures made in
accordance with SFAS 123.

The Company currently utilizes a standard option pricing model (i.e., Black-
Scholes) to measure the fair value of stock options granted to Employees. While
SFAS 123R permits entities to continue to use such a model, the standard also
permits the use of a "lattice" model. The Company has not yet determined which
model it will use to measure the fair value of employee stock options granted
after the adoption of SFAS 123R.

SFAS 123R also requires that the benefits associated with the tax deductions in
excess of recognized compensation cost be reported as a financing cash flow,
rather than as an operating cash flow as required under current literature. This
requirement will reduce net operating cash flows and increase net financing cash
flows in periods after the effective date. These future amounts cannot be
estimated because they depend on, among other things, when employees exercise
stock options.

The Company currently expects to adopt SFAS 123R effective January 1, 2006,
based on the new effective date announced by the SEC, and plans to utilize the
modified prospective method. The Company has not yet determined the financial
statement impact of adopting SFAS 123R for periods beyond 2005.
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Results of Operations
- ---------------------

Nine months ended September 30, 2005 vs 2004:
- ---------------------------------------------


Sales increased by $ 1,314,804 (6.9%) in 2005. This increase was primarily the
result of a $497,000 (5.3%) increase in retail jewelry sales, a $ 90,000 (3.1%)
increase in wholesale jewelry sales and a $ 657,000 (53.1%) increase in the sale
of rare coin products. These increases were the result of increased
concentration in the local markets through increased advertising. Bullion sales
decreased $ 54,000 (1.0%) due to reduced volatility in the bullion market. Pawn
service fees increased by $94,304 in 2005 due to an increase in pawn loans
outstanding during the year. Cost of goods as a percentage of sales increased
from 80.4% in 2004 to 81.1% in 2005 due the significant increase in rare coin
sales.

Selling, general and administrative expenses increased by $496,110 or 17.8%.
This increase was primarily due to an increase in staff and payroll related cost
($196,000), higher advertising cost ($81,000) and $ 145,000 in cost related to
the new pay day loan stores. The increase in staff was necessary to maintain a
high level of customer service as sales increased and the opening of three pay
day loan stores. The increase in advertising was necessary in order to attract
new customers in our local markets. Depreciation and amortization increased by
$30,662 during 2005 due to capital assets acquired for the pay day loan stores.

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

Income taxes are provided at the corporate rate of 34% for both 2005 and 2004.

Loss from discontinued operations during 2004 in the amount of $ 151,965 net of
income taxes is the operating results of Silverman Consultants, Inc. which was
sold during 2004.

Three months ended September 30, 2005 vs 2004:
- ----------------------------------------------

Sales increased by $ 890,171 (14.3%) in 2005. This increase was primarily the
result of a $247,000 (7.9%) increase in retail jewelry sales, a $ 567,000
(40.6%) increase in bullion sales and a $ 64,000 (9.6%) increase in the sale of
rare coin products. These increases were the result of increased concentration
in the local markets through increased advertising as well as a 12.4% increase
in the price of gold bullion. Pawn service fees increased by $ 17,073 in 2005
due to an increase in pawn loans outstanding during the year. Cost of goods as a
percentage of sales increased from 79.7% in 2004 to 81.9% in 2005 due the
significant increase in bullion sales.

Selling, general and administrative expenses increased by $137,341 or 13.9%.
This increase was primarily due to an increase in staff and payroll related cost
($19,000), higher advertising cost ($56,000) and $ 62,000 in cost related to the
new pay day loan stores. The increase in staff was necessary to maintain a high
level of customer service as sales increase and the opening of three pay day
loan stores. The increase in advertising was necessary in order to attract new
customers in our local markets. Depreciation and amortization increased by
$11,188 during 2005 due to capital assets acquired for the pay day loan stores.
<TABLE>
<CAPTION>

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

Income taxes are provided at the corporate rate of 34% for both 2005 and 2004.

Loss from discontinued operations during 2004 in the amount of $ 73,005 net of
income taxes is the operating results of Silverman Consultants, Inc. which was
sold during 2004.

Liquidity and Capital Resources

The Company's short-term debt, including current maturities of long-term debt
totaled $ 624,265 as of December 31, 2004. During March 2005 the Company
re-financed its outstanding bank debt. This new credit facility in the amount of
$3,500,000 extended the maturity of its bank debt to March 31, 2006 and provided
the Company with an additional $700,000 of unused liquidity.

Management of the Company expects capital expenditures to total approximately
$125,000 during the next twelve months. It is anticipated that these
expenditures will be funded from working capital and its new credit facility. As
of September 30, 2005 there were no commitments outstanding for capital
expenditures. The Company incurred $ 152,000 of prepaid construction costs in
the nine months ended September 30, 2005 related to its new facility in
Charleston, South Carolina.

In the event of significant growth in retail and or wholesale jewelry sales, the
demand for additional working capital will expand due to a related need to stock
additional jewelry inventory and increases in wholesale accounts receivable.
Historically, vendors have offered the Company extended payment terms to finance
the need for jewelry inventory growth and management of the Company believes
that they will continue to do so in the future. Any significant increase in
wholesale accounts receivable will be financed under the Company's bank credit
facility.

The ability of the Company to finance its operations and working capital needs
are dependent upon management's ability to negotiate extended terms or refinance
its debt. The Company has historically renewed, extended or replaced short-term
debt as it matures and management believes that it will be able to continue to
do so in the near future.

From time to time, management has adjusted the Company's inventory levels to
meet seasonal demand or in order to meet working capital requirements.
Management is of the opinion that if additional working capital is required,
additional loans can be obtained from individuals or from commercial banks. If
necessary, inventory levels may be adjusted or a portion of the Company's
investments in marketable securities may be liquidated in order to meet
unforeseen working capital requirements.

Contractual Cash Obligations Payments due by year end
- ------------------------------ --------------------------------------------------------------
Total 2005 2006 2007 2008 2009 Thereafter
---------- ---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Notes payable $2,601,457 $ 186,758 $2,414,699 -- -- -- --
Long-term debt and capital leases 1,649,932 104,118 383,623 $ 365,623 $ 133,956 $ 369,728 $ 292,884
Federal income taxes 79,952 79,952 -- -- -- -- --
Operating leases 503,655 32,081 128,325 128,325 88,394 63,093 31,546
---------- ---------- ---------- ---------- ---------- ---------- ----------

$4,803,105 $ 402,909 $2,926,647 $ 493,948 $ 222,350 $ 432,827 $ 324,430
========== ========== ========== ========== ========== ========== ==========
</TABLE>


In addition, the Company estimates that it will pay approximately $ 282,000 in
interest during the next twelve months.
This  report  contains  forward-looking  statements  which  reflect  the view of
Company's management with respect to future events. Although management believes
that the expectations reflected in such forward-looking statements are
reasonable, it can give no assurance that such expectations will prove to have
been correct. Important factors that could cause actual results to differ
materially from such expectations are a down turn in the current strong retail
climate and the potential for fluctuations in precious metals prices. The
forward-looking statements contained herein reflect the current views of the
Company's management and the Company assumes no obligation to update the
forward-looking statements or to update the reasons actual results could differ
from those contemplated by such forward-looking statements.


ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.

The following discussion about the Company's market risk disclosures involves
forward-looking statements. Actual results could differ materially from those
projected in the forward-looking statements. The Company is exposed to market
risk related to changes in interest rates and gold values. The Company also is
exposed to regulatory risk in relation to its payday loans. The Company does not
use derivative financial instruments.

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


ITEM 4. Controls and Procedures

Controls and Procedures Under the supervision and with the participation of the
Company's management, including its Chief Executive Officer and Chief Financial
Officer, the Company has evaluated the effectiveness of its disclosure controls
and procedures, as of the end of the period covered by this report. Based on
that evaluation, the Chief Executive Officer and Chief Financial Officer have
concluded that these disclosure controls and procedures are effective in
enabling the Company to record, process, summarize and report information
required to be included in its periodic SEC filings within the required time
period. There has been no change in the Company's internal control over
financial reporting that occurred during the Company's most recent fiscal
quarter that has materially affected, or is reasonably likely to materially
affect, the Company's internal control over financial reporting.







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

Exhibits:

31.1 Certificate of L.S. Smith pursuant to Section 3026 of the
Sarbanes-Oxley Act of 2002, Chief Executive Officer.

31.2 Certificate of John Benson pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002, Chief Financial Officer .

32.1 Certificate of L.S. Smith pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, Chief Executive Officer.

32.2 Certificate of John Benson pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, Chief Financial Officer.


Reports on Form 8-K :

None
SIGNATURES


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


DGSE Companies, Inc.



By: /s/ L. S. Smith Dated: November 11, 2005
-------------------------
L. S. Smith
Chairman of the Board,
Chief Executive Officer and
Secretary

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


By: /s/ L. S. Smith Dated: November 11, 2005
-------------------------
L. S. Smith
Chairman of the Board,
Chief Executive Officer and
Secretary


By: /s/ W. H. Oyster Dated: November 11, 2005
-------------------------
W. H. Oyster
Director, President and
Chief Operating Officer


By: /s/ John Benson Dated: November 11, 2005
-------------------------
John Benson
Chief Financial Officer
(Principal Accounting Officer)