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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): May 8, 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) 429-5370

(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 8, 2025, The Marygold Companies, Inc. issued a press release announcing its financial results for the three and nine months ended March 31, 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 May 8, 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: May 8, 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 the Three and Nine Months Ended March 31, 2025

 

San Clemente, Calif., May 8, 2025—The Marygold Companies, Inc. (“TMC,” or the “Company”) (NYSE American: MGLD), a diversified global holding firm with a focus on financial services, today reported financial results for the three and nine months ended March 31, 2025.

 

Revenue for the third fiscal quarter ended March 31, 2025 was $7.0 million, compared with $7.9 million a year ago. As anticipated, the Company recorded a net loss of $1.0 million, equal to a loss of $0.02 per share, for the fiscal 2025 third quarter, versus a net loss of $0.5 million, or $0.01 per share, for the same period last year.

 

For the nine months ended March 31, 2025, revenue was $22.9 million, versus $24.6 million for the comparable period last year, a decline of 7%. A net loss of $4.3 million, or $0.11 per share, was recorded for the most recent nine-month period, versus a net loss of $2.2 million, or $0.05 per share, for the same period a year ago.

 

At March 31, 2025, cash and cash equivalents amounted to $4.3 million, and investments totaled $11.3 million. Total assets at March 31, 2025, were $33.5 million, and total stockholders’ equity at the quarter’s end was $24.3 million.

 

“Results for the third fiscal quarter were no surprise, as the operating loss reflected continued expenses at TMC’s Marygold & Co. subsidiary. We had also begun to ramp up our focus toward the launch of the fintech app in the U.K., and that increased expenses,” said David Neibert, TMC’s Chief Operations Officer. “The quarter’s performance was also negatively impacted by reduced average assets under management (AUM) at the Company’s largest operating subsidiary, USCF Investments, due largely to market volatility in the commodities sector. Average AUM for the 2025 third quarter decreased to $2.6 billion from $3.0 billion in the prior year third quarter.

 

“During the quarter, TMC raised $1.8 million in net proceeds from an underwritten public offering. Proceeds are being applied to debt reduction, to make further capital contributions to the Marygold & Co. subsidiaries in the U.S. and U.K., and for general working capital and corporate purpose,” Neibert said.

 

Nicholas Gerber, TMC’s Chief Executive Officer, said, “While operating losses are expected to continue over the near term due to our launch of the fintech app in the U.K. and its related marketing expenses, we are building for the future and believe the vast majority of our development expenses are now behind us. At the same time, we are reducing expenses throughout the Company and seeking to monetize our earlier investments in order to return the consolidated company to profitability. The fintech app debuted in the U.K. subsequent to the close of the third quarter, and shortly thereafter it was gratifying to learn that it was named among the top five ‘Best Free Budgeting Apps’ by Forbes Advisor, a newsletter that provides independent coverage of personal finance topics in the U.K.” 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 15 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.

 

Brigadier Security Systems, www.brigadiersecurity.com, acquired in 2016 and headquartered in Saskatoon, Canada, provides comprehensive security solutions to homes and businesses, government offices, schools and other public buildings throughout the province under the brands Brigadier Security Systems in Saskatoon and Elite Security in Regina, Canada.

 

 

 

Acquired in 2017, San Clemente, Calif.-based Original Sprout, www.originalsprout.com, 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., https://marygoldandco.com/, headquartered in Denver, Colo., is a wholly owned TMC subsidiary established in 2019 to explore opportunities in the financial technology sector. Marygold & Co. (UK) Limited, https://marygoldandco.uk/, also a wholly owned TMC subsidiary, 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.

 

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, security systems and beauty products, under the trade names USCF Investments, Marygold & Co., Step-By-Step Financial Planners, Marygold & Co. Limited, Gourmet Foods, Printstock Products, Brigadier Security Systems and Original Sprout, respectively. Offices and manufacturing operations are in the U.S., New Zealand, U.K., and Canada. 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. These forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from the expected results and, consequently, should not be relied upon as predictions of future events. These forward-looking statements, including the factors disclosed in the Company’s most recent Annual Report on Form 10-K, and in the Company’s other filings with the Securities and Exchange Commission, are 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

949-429-5370

dneibert@themarygoldcompanies.com

 

 

 

THE MARYGOLD COMPANIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except per share data)

(unaudited)

 

    March 31, 2025     June 30, 2024  
ASSETS                
CURRENT ASSETS                
Cash and cash equivalents   $ 4,321     $ 5,461  
Accounts receivable, net (of which $1,302 and $1,455, respectively, due from related parties)     2,319       2,678  
Inventories     2,145       2,191  
Prepaid income tax and tax receivable     1,131       1,338  
Investments, at fair value     11,303       9,551  
Other current assets     703       3,034  
Total current assets     21,922       24,253  
Restricted cash     62       62  
Property and equipment, net     997       1,166  
Operating lease right-of-use assets     1,108       974  
Goodwill     2,481       2,481  
Intangible assets, net     1,131       1,375  
Deferred tax assets, net     1,969       1,969  
Other assets     3,799       619  
Total assets   $ 33,469     $ 32,899  
LIABILITIES AND STOCKHOLDERS’ EQUITY                
CURRENT LIABILITIES                
Accounts payable and accrued expenses   $ 3,667     $ 4,021  
Lease liabilities, current portion     614       620  
Purchase consideration payable, current portion     242       277  
Notes payable, current portion     3,663       315  
Total current liabilities     8,186       5,233  
Purchase consideration payable, net of current portion     -       237  
Lease liabilities, net of current portion     647       455  
Deferred tax liabilities, net     360       360  
Total long-term liabilities     1,007       1,052  
Total liabilities     9,193       6,285  
STOCKHOLDERS’ EQUITY                
Preferred stock, par value $0.001; 50,000 shares authorized                
Series B: 13 and 49 shares issued and outstanding at March 31, 2025 and June 30, 2024, respectively     -       -  
Common stock, $0.001 par value; 900,000 shares authorized; 42,837 and 40,096 shares issued and outstanding at March 31, 2025 and June 30, 2024, respectively     43       40  
Additional paid-in capital     15,125       12,825  
Accumulated other comprehensive loss     (565 )     (269 )
Retained earnings     9,673       14,018  
Total stockholders’ equity     24,276       26,614  
Total liabilities and stockholders’ equity   $ 33,469     $ 32,899  

 

 

 

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,

 
    2025     2024     2025     2024  
                         
Revenue                                
Fund management - related party   $ 4,093     $ 4,406     $ 13,369     $ 14,453  
Food products     1,505       1,836       5,014       5,485  
Beauty products     641       858       2,071       2,475  
Security systems     568       650       1,842       1,773  
Financial services     220       130       644       385  
Revenue     7,027       7,880       22,940       24,571  
                                 
Cost of revenue     1,755       2,323       5,958       6,449  
                                 
Gross profit     5,272       5,557       16,982       18,122  
                                 
Operating expense                                
Salaries and compensation     2,605       2,690       8,699       8,279  
General and administrative expense     2,191       2,166       7,117       6,730  
Fund operations     1,140       1,295       4,118       3,752  
Marketing and advertising     697       745       2,103       2,426  
Depreciation and amortization     143       132       445       439  
Total operating expenses     6,776       7,028       22,482       21,626  
                                 
Loss from operations     (1,504 )     (1,471 )     (5,500 )     (3,504 )
                                 
Other income (expense):                                
Interest and dividend income     78       259       1,293       580  
Interest expense     (325 )     (5 )     (718 )     (12 )
Other income (expense), net     432       333       (692 )     (116 )
Total other income (expense), net     185       587       (117 )     452  
                                 
Loss before income taxes     (1,319 )     (884 )     (5,617 )     (3,052 )
                                 
Benefit from income taxes     307       355       1,273       840  
                                 
Net loss   $ (1,012 )   $ (529 )   $ (4,344 )   $ (2,212 )
                                 
Weighted average shares of common stock                                
Basic and diluted     40,816       40,401       40,843       40,401  
                                 
Net loss per common share                                
Basic and diluted   $ (0.02 )   $ (0.01 )   $ (0.11 )   $ (0.05 )