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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): September 19, 2025

 

The Marygold Companies, Inc.

(Exact name of registrant as specified in its charter)

 

Nevada   001-41318   90-1133909
(State or Other Jurisdiction   (Commission   (IRS Employer
of Incorporation)   File Number)   Identification No.)

 

120 Calle Iglesia

Unit B

San Clemente, CA 92672

(Address of Principal Executive Offices and Zip Code)

 

(949) 218-8542

(Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, $0.001 par value   MGLD   NYSE American LLC

 

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 (17CFR 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 (§230.405 of this chapter) or Rule l2b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

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 September 19, 2025, The Marygold Companies, Inc. issued a press release announcing its financial results for the fiscal year ended June 30, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Pursuant to the rules and regulations of the Securities and Exchange Commission, such exhibit and the information set forth therein and in this Item 2.02 have been furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability under that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing regardless of any general incorporation language.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

  99.1 Earnings Press Release Dated September 19, 2025
  104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

SIGNATURE

 

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 hereunto duly authorized.

 

 Date: September 22, 2025 THE MARYGOLD COMPANIES, INC.
     
  By: /s/ Nicholas D. Gerber
    Nicholas D. Gerber
    Chief Executive Officer (Principal Executive Officer)

 

 

 

EX-99.1 2 ex99-1.htm EX-99.1

 

Exhibit 99.1

 

The Marygold Companies Reports Financial Results

For Fiscal Year and Fourth Quarter Ended June 30, 2025

 

San Clemente, Calif., September 19, 2025 – The Marygold Companies, Inc. (the “Company”) (NYSE American: MGLD), a diversified global holding firm, today reported financial results for the fiscal year and fourth quarter ended June 30, 2025.

 

Revenue for the 2025 fiscal year amounted to $30.2 million, compared with $32.8 million, for the 2024 fiscal year. The Company sustained a net loss of $5.8 million, equal to a net loss of $.14 per share, versus a net loss of $4.1 million, or a net loss of $0.10 per share, for the prior fiscal year.

 

For the fourth quarter ended June 30, 2025, revenue was $7.2 million, compared with $8.3 million, last year. The Company sustained a reduced net loss of $1.5 million, equal to a net loss of $0.04 per share, for the most recent fourth quarter, compared with a net loss of $1.9 million, equal to a net loss of $0.05 per share, for the prior year period.

 

At the close of fiscal 2025, stockholders’ equity totaled $23.0 million, compared with $26.6 million at June 30, 2024. Total assets at the 2025 fiscal year-end amounted to $30.4 million, compared with $32.9 million, last year. The Company had cash and cash equivalents at the fiscal 2025 year-end of $5.0 million, compared with $5.5 million at the close of the prior fiscal year.

 

The Company’s consolidated net loss for fiscal year ended June 30, 2025 was primarily due to expenses in connection with the funding of Marygold & Co. (U.S.), a wholly owned subsidiary of the Company, for development and marketing of the Marygold mobile fintech app. The Company halted its funding to this business unit as of March 31, 2025, and thus marketing expenses, salaries, and general administrative expenses on a consolidated basis were curtailed significantly for the fourth quarter ended June 30, 2025.

 

Results for the full 2025 fiscal year included $2.5 million in revenue and $250,000 in operating income from Brigadier Security Systems, a Canadian-based formerly wholly owned subsidiary, that was sold for $2.3 million just after the close of the fiscal year. Proceeds from the sale will be applied to retire all of the Company’s remaining debt.

 

“We made the difficult decision to stop funding Marygold & Co.’s fintech app in the U.S., since the effort was costing the Company more than $0.5 million per month and was no longer sustainable, nor providing an equitable return,” said David Neibert, Chief Operations Officer. “Since that time, we have concentrated on reducing expenses and refocusing the Company on our core financial services business. As part of that initiative, we sold our Canadian security systems subsidiary in July, subsequent to our fiscal year end. As a result, we expect to record a significant gain in fiscal 2026 from our initial investment.

 

“As for our other operating units, and on a positive note, we believe that our Original Sprout subsidiary finally has turned the corner on controlling its sales channels and repositioning the brand on e-tail platforms, as well as on retail shelves. Fourth quarter revenues for Original Sprout were up 41% over the preceding third quarter. Our largest subsidiary, USCF Investments, experienced market volatility for understandable reasons, given the uncertainty of tariffs within the energy sector. Nevertheless, USCF continues to operate profitably and report increasing AUM in its broad basket of ETF funds. For the New Zealand businesses, and especially the printing sector, revenues were up 13% in the 4th quarter vs the 3rd quarter of fiscal year 2025, and we expect the trend of increased revenues to continue.

 

 

 

“The actions we are taking with respect to cost cutting, elimination of debt and associated interest expense, coupled with a renewed focus on profitability, rather than investment in development stage ventures, is expected to have a beneficial impact on operating results going forward. We already experienced positive momentum as the fourth quarter drew to a close,” Neibert added.

 

Nicholas Gerber, Chief Executive Officer, said, “Our Company’s fiscal 2025 financial performance was not a surprise, although we had hoped for better results from our fintech app marketing efforts in the U.S. We gave it our best effort, raised capital through a public offering, and took on expensive debt. But the effort was underfunded, so we took decisive action to halt it. Importantly, we are pleased that the concept has been proven. The Company has retained the code base, and we hope to monetize our work through other channels in the fintech space. Meanwhile, our wholly owned subsidiary, Marygold & Co. (U.K.), has launched a variation of the app in the U.K., where we are optimistic on its path to profitability.

 

“Despite those challenges, which are now largely behind us, the Company remains in an excellent financial position, and our balance sheet is strong, as we work diligently toward meeting our long-term goal of enhancing shareholder value. I thank our shareholders for their support and patience and extend deep appreciation to our employees worldwide for their hard work, as we strive to achieve our collective objective.” Gerber added.

 

Business Units

 

The Company’s USCF Investments subsidiary, https://www.uscfinvestments.com/, acquired in 2016 and based in Walnut Creek, Calif., serves as manager, operator or investment adviser to 16 exchange traded products, structured as limited partnerships or investment trusts that issue shares trading on the NYSE Arca.

 

Gourmet Foods, https://gourmetfoodsltd.co.nz/, acquired in 2015, is a commercial-scale bakery that produces and distributes iconic meat pies and pastries throughout New Zealand under the brand names Pat’s Pantry and Ponsonby Pies. Acquired by Gourmet Foods in 2020, Printstock Products Limited, https://www.printstock.co.nz, is a printer of specialized food wrappers and is located in Napier, New Zealand.

 

San Clemente, Calif.-based Original Sprout, www.originalsprout.com, acquired in 2017, produces and distributes a full line of vegan, safe, non-toxic hair and skin care products, including a “reef safe” sun- screen, throughout the U.S. and in many regions throughout the world.

 

Marygold & Co. (UK) Limited, https://marygoldandco.uk/, was established in the U.K. in 2021 and operates through two U.K.-based investment advisory business units: Marygold & Co Limited (fka/Tiger Financial and Asset Management), acquired in 2022, http://www.tfam.co.uk/, and Step-by-Step Financial Planners, acquired in 2024, https://www.sbsfp.co.uk/, that manage clients’ financial wealth across a diverse product rang

 

About The Marygold Companies, Inc.

 

The Marygold Companies, Inc. was founded in 1996 and repositioned as a global holding firm in 2015. The Company currently has operating subsidiaries in financial services, food manufacturing, printing, and beauty products, under the trade names USCF Investments, Marygold & Co., Step-By-Step Financial Planners, Marygold & Co. Limited, Gourmet Foods, Printstock Products, and Original Sprout, respectively. Offices and manufacturing operations are in the U.S., New Zealand, and the U.K. For more information, visit www.themarygoldcompanies.com.

 

 

 

Forward-Looking Statements

 

This press release includes “forward-looking statements” within the meaning of U.S. federal securities laws. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may” “will,” “could,” “should” “believes,” “predicts,” “potential,” “continue” and similar expressions are intended to identify such forward-looking statements. Such forward-looking statements, including, but not limited to, expectation of actions taken to have a beneficial impact on operating results, and that revenues for the New Zealand businesses will continue to increase, involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results and, consequently, you should not rely on these forward-looking statements as predictions of future events. Readers should refer to the further detail of the risks disclosed in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission and in the Company’s other filings with the Securities and Exchange Commission. The foregoing list of factors is not exclusive. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Except as required by law, the Company disclaims any obligation to update or publicly announce any revisions to any of the forward-looking statements contained in this press release.

 

Media and investors, for more Information, contact:

 

Roger S. Pondel

PondelWilkinson Inc.

310-279-5965

rpondel@pondel.com

 

Contact the Company:

 

David Neibert, Chief Operations Officer

949-218-8542

dneibert@themarygoldcompanies.com

 

 

 

THE MARYGOLD COMPANIES, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except per share data)

 

    June 30, 2025     June 30, 2024  
             
ASSETS                
                 
CURRENT ASSETS                
Cash and cash equivalents   $ 5,005     $ 5,461  
Accounts receivable, net (of which $1,281 and $1,455, respectively, due from related parties)     2,361       2,678  
Inventories     2,001       2,191  
Prepaid income tax and tax receivable     783       1,338  
Investments, at fair value     7,829       9,551  
Other current assets     1,067       3,034  
Total current assets     19,046       24,253  
                 
Restricted cash     63       62  
Property and equipment, net     1,038       1,166  
Operating lease right-of-use asset     984       974  
Goodwill     2,481       2,481  
Intangible assets, net     1,029       1,375  
Deferred tax assets, net     3,440       1,969  
Other assets     2,339       619  
Total assets   $ 30,420     $ 32,899  
                 
LIABILITIES AND STOCKHOLDERS’ EQUITY                
                 
CURRENT LIABILITIES                
Accounts payable and accrued expenses   $ 3,831     $ 4,021  
Lease liabilities, current portion     556       620  
Advance from buyer of Brigadier Security Systems     720       -  
Purchase consideration payable     257       277  
Loans payable, current portion     1,268       315  
Total current liabilities     6,632       5,233  
                 
Purchase consideration payable, net of current portion     -       237  
Lease liabilities, net of current portion     580       455  
Deferred tax liabilities, net     221       360  
Total long-term liabilities     801       1,052  
Total liabilities     7,433       6,285  
                 
STOCKHOLDERS’ EQUITY                
Preferred stock, $0.001 par value; 50,000 shares authorized; Series B: 13 and 49 shares issued and outstanding at June 30, 2025 and 2024, respectively     -       -  
Common stock, $0.001 par value; 900,000 shares authorized; 42,818 and 40,096 shares issued and outstanding at June 30, 2025 and 2024, respectively     42       40  
Additional paid-in capital     15,167       12,825  
Accumulated other comprehensive loss     (420 )     (269 )
Retained earnings     8,198       14,018  
Total stockholders’ equity     22,987       26,614  
Total liabilities and stockholders’ equity   $ 30,420     $ 32,899  

 

 

 

THE MARYGOLD COMPANIES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

 

    Year Ended June 30,  
    2025     2024  
             
Revenue                
Fund management - related party   $ 17,135     $ 18,965  
Food products     6,720       7,271  
Beauty products     2,974       3,296  
Security systems     2,471       2,655  
Financial services     854       649  
Revenue     30,154       32,836  
                 
Cost of revenue     8,282       8,720  
                 
Gross profit     21,872       24,116  
                 
Operating expense                
Salaries and compensation     11,366       11,150  
General and administrative expense     8,891       8,942  
Fund operations     5,222       5,154  
Marketing and advertising     2,493       3,152  
Impairment loss     -       1,389  
Depreciation and amortization     590       585  
Total operating expenses     28,562       30,372  
                 
Loss from operations     (6,690 )     (6,256 )
                 
Other (expense) income:                
Interest and dividend income     1,399       756  
Interest expense     (1,172 )     (16 )
Other (expense) income, net     (919 )     68  
Total other (expense) income, net     (692 )     808  
                 
Loss before income taxes     (7,382 )     (5,448 )
                 
Benefit from income taxes     1,562       1,379  
                 
Net loss   $ (5,820 )   $ (4,069 )
                 
Weighted average shares of common stock                
Basic     41,701       40,396  
Diluted     41,701       40,396  
                 
Net loss per common share                
Basic   $ (0.14 )   $ (0.10 )
Diluted   $ (0.14 )   $ (0.10 )