株探米国株
エドガーで原本を確認する
false 0001005101 0001005101 2026-05-11 2026-05-11 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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): May 11, 2026

 

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 May 11, 2026, The Marygold Companies, Inc. issued a press release announcing its financial results for the three month and nine month periods ended March 31, 2026. 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 May 11, 2026
  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: May 12, 2026 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 30.2% Revenue Increase and Profitability

for the Third Fiscal Quarter ended March 31, 2026

 

—Positive Performance Reflects Significant Growth in USCF Fund Management

Coupled with a Curtailment of Fintech Expenses—

 

San Clemente, Calif., May 11, 2026—The Marygold Companies, Inc. (the “Company”) (NYSE American: MGLD), a diversified global holding firm with a focus on financial services, today reported improved financial results for the three and nine months ended March 31, 2026.

 

Revenue for the 2026 third fiscal quarter rose 30.2% to $7.2 million, from $5.5 million last year, which included $0.6 million from the Company’s Canadian subsidiary that was sold in July 2025. Net income increased to $222,000, equal to $0.01 per share, from a loss of $1.0 million, or a loss of $0.2 per share, a year ago.

 

For the nine months ended March 31, 2026, revenue advanced to $18.4 million from $17.9 million in the comparable prior year period, which included $1.8 million from the Company’s previously owned Canadian subsidiary. The Company’s net loss for the 2026 year-to-date period was reduced to $0.7 million, or a loss of $0.02 per share, from a net loss of $4.3 million, equal to a loss of $0.11 per share, a year ago. The current year to date period includes a $0.5 million gain on the sale of the Company’s Canadian subsidiary.

 

The Company’s balance sheet remains strong. At March 31, 2026, cash and cash equivalents amounted to $3.0 million, and investments totaled $7.9 million. Total assets at March 31, 2026, were $28.1 million, and total stockholders’ equity at the quarter’s end was $22.9 million.

 

“In keeping with our transformation strategy to refocus The Marygold Companies’ resources on ETF fund management and financial services, we have initiated a formal process to sell our New Zealand businesses, comprised of Gourmet Foods and Printstock Products,” said David Neibert, Chief Operations Officer. “These businesses have now been classified as discontinued operations, and it is our goal to effect a sale within the next 12 months. This initiative follows the disposition in July 2025 of our wholly owned Canadian subsidiary, Brigadier Security Systems Ltd., for $2.3 million.

 

“Our largest operating unit, USCF Investments, performed well during the quarter, with revenues increasing 55% to $6.3 million from $4.1 million a year ago. The growth was primarily attributable to an 81% increase in assets under management (AUM), which averaged $4.7 billion for the 2026 third fiscal quarter, compared with $2.6 billion last year. The AUM increase largely reflected the geopolitical situation in the Middle East and Eastern Europe, with oil and other commodity price increases. We also significantly decreased costs in the fintech sector, including reducing labor and other expenses that previously prevented us from achieving profitable operations on a consolidated basis.”

 

Nicholas Gerber, Chief Executive Officer, added, “We are making deliberate, sometimes difficult, choices to reshape the Company around a clear, focused vision. By divesting businesses that do not align with our core financial services sector, we aim to concentrate our resources to position the Company to deliver strong long-term returns for our shareholders. During this process, we continue to support our non-core subsidiaries, which are expected to continue with normal operations until such time as a transaction is consummated.”

 

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 a full line of hair and skin care products distributed 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 range. They also offer individuals and businesses in the U.K. a mobile fintech app that provides a high interest rate on deposits and intuitive money management tools.

 

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 successfully divesting non-core businesses, 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

310-279-5965

rpondel@pondel.com

 

Contact the Company:

David Neibert, Chief Operations Officer

949-429-5370

dneibert@themarygoldcompanies.com

 

(Financial Tables Follow)

 

 

 

THE MARYGOLD COMPANIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except per share data)

(unaudited)

 

    March 31, 2026     June 30, 2025  
ASSETS                
                 
CURRENT ASSETS                
Cash and cash equivalents   $ 2,975     $ 5,004  
Accounts receivable, net (of which $2,719 and $1,281, respectively, due from related parties)     2,888       1,778  
Inventories     1,055       928  
Prepaid income tax and tax receivable     1,018       833  
Investments, at fair value     7,931       7,829  
Other current assets     617       1,046  
Total current assets     16,484       17,418  
                 
Restricted cash     -       51  
Property and equipment, net     23       609  
Operating lease right-of-use assets     551       599  
Goodwill     1,984       2,206  
Intangible assets, net     717       937  
Deferred tax assets, net     3,440       3,440  
Assets held for sale     2,538       2,821  
Other assets     2,314       2,339  
Total assets   $ 28,051     $ 30,420  
                 
LIABILITIES AND STOCKHOLDERS’ EQUITY                
                 
CURRENT LIABILITIES                
Accounts payable and accrued expenses   $ 3,280     $ 3,224  
Lease liabilities, current portion     393       307  
Advance from buyer     -       720  
Purchase consideration payable, current portion     247       257  
Note payable     -       1,268  
Total current liabilities     3,920       5,776  
                 
Lease liabilities, net of current portion     199       341  
Deferred tax liabilities, net     221       221  
Liabilities associated with assets held for sale     855       1,095  
Total long-term liabilities     1,275       1,657  
Total liabilities     5,195       7,433  
                 
STOCKHOLDERS’ EQUITY                
Preferred stock, par value $0.001; 50,000 shares authorized Series B: 13 shares issued and outstanding at both March 31, 2026 and June 30, 2025     -       -  
Common stock, $0.001 par value; 900,000 shares authorized; 42,811 and 42,818 shares issued and outstanding at March 31, 2026 and June 30, 2025, respectively     42       42  
Additional paid-in capital     15,342       15,167  
Accumulated other comprehensive loss     (16 )     (420 )
Retained earnings     7,488       8,198  
Total stockholders’ equity     22,856       22,987  
Total liabilities and stockholders’ equity   $ 28,051     $ 30,420  

 

 

 

THE MARYGOLD COMPANIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(unaudited)

 

    Three Months Ended March 31,     Nine Months Ended March 31,  
    2026     2025     2026     2025  
                         
Revenue                                
Fund management - related party   $ 6,327     $ 4,093     $ 15,220     $ 13,369  
Beauty products     707       641       2,537       2,071  
Security systems     -       568       -       1,842  
Financial services     155       220       631       644  
Revenue     7,189       5,522       18,388       17,926  
                                 
Cost of revenue     398       648       1,400       2,161  
                                 
Gross profit     6,791       4,874       16,988       15,765  
                                 
Operating expense                                
Salaries and compensation     2,346       2,483       7,149       8,262  
General and administrative expense     1,497       2,020       4,896       6,588  
Fund operations     2,296       1,140       5,272       4,118  
Marketing and advertising     694       688       1,618       2,077  
Depreciation and amortization     94       115       212       338  
Total operating expenses     6,927       6,446       19,147       21,383  
                                 
Loss from continuing operations     (136 )     (1,572 )     (2,159 )     (5,618 )
                                 
Other income (expense):                                
Interest and dividend income     75       75       286       1,280  
Interest expense     -       (323 )     (67 )     (715 )
Gain on sale of Brigadier     -       -       521       -  
Other income (expense), net     287       426       434       (700 )
Total other income (expense), net     362       178       1,174       (135 )
                                 
Income (loss) from continuing operations before income taxes     226       (1,394 )     (985 )     (5,753 )
                                 
Benefit from income taxes     43       307       184       1,273  
                                 
Net income (loss) from continuing operations     269       (1,087 )     (801 )     (4,480 )
                                 
Net (loss) income from discontinued operations     (47 )     75       91       136  
                                 
Net income (loss)   $ 222     $ (1,012 )   $ (710 )   $ (4,344 )
                                 
Weighted average shares of common stock                                
Basic     42,960       40,816       42,954       40,843  
Diluted     43,075       40,816       42,954       40,843  
                                 
Net income (loss) per common share                                
Basic   $ 0.01     $ (0.02 )   $ (0.02 )   $ (0.11 )
Diluted   $ 0.01     $ (0.02 )   $ (0.02 )   $ (0.11 )