U S Global Investors Inc 10-K/A, filed Sep 13, 2022
U S Global Investors Inc (GROW)
About this 10-K/A
U S Global Investors Inc filed this 10-K/A on September 13, 2022, covering the fiscal year ended June 30, 2022.
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(State or other jurisdiction of
incorporation or organization)
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(IRS Employer
Identification No.)
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Trading symbol(s)
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Name of each exchange on which registered
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$0.025 par value per share
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Large accelerated filer ☐
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Accelerated filer ☐
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Smaller reporting company
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Emerging growth company
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In accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Item 9A of Part II, Item 12 of Part III, and Item 15(a)3 of Part IV of the Original Form 10-K is hereby amended and restated in its entirety. In addition, as required by the Exchange Act, new certifications by our principal executive officer and principal financial officer are filed herewith as exhibits to this Amendment pursuant to Rule 13a-14(a) of the Exchange Act.
Except as described above, no other changes have been made to the Original Form 10-K, and this Amendment does not amend, update, or change any other items or disclosures in the Original Form 10-K. This Amendment does not reflect subsequent events occurring after the filing date of the Original Form 10-K or modify or update in any way disclosures in the Original Form 10-K.
| • | Cover Page |
| • | Part II, Item 9A — Controls and Procedures |
| • | Part III, Item 12 — Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
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Part IV, Item 15 (a) 3 — Exhibits
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Evaluation of Disclosure Controls and Procedures. Disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports that the Company files or submits under the Exchange Act is: (1) recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms; and (2) accumulated and communicated to management, including the principal executive and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. An evaluation was conducted under the supervision and with the participation of the Company’s management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of June 30, 2022. Based on that evaluation, the CEO and CFO concluded that the Company’s disclosure controls and procedures were not effective as of June 30, 2022. Management determined the Company’s document management system was not effectively structured to contain the risk of inaccurate share information being disclosed as of August 19, 2022, in the reports that the Company filed or submitted under the Exchange Act. Notwithstanding the aforementioned with respect to its disclosure controls and procedures, management has concluded that the consolidated financial statements included in the Original Form 10-K present fairly, in all material respects, the Company’s financial position, results of operations, and cash flows as of the dates, and for the periods presented, in accordance with generally accepted accounting principles in the United States of America (“GAAP”).
Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
The Company’s management assessed the effectiveness of its internal control over financial reporting as of June 30, 2022. In making this assessment, the Company’s management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework (2013). Based on the Company’s assessment, management believes that the Company’s management has maintained effective internal control over financial reporting as of June 30, 2022.
Changes in Internal Control over Financial Reporting. Other than as described below, there have not been any changes in the Company’s internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)) during the fourth quarter ended June 30, 2022, that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.
Management identified a deficiency in the design and operating effectiveness of the Company’s internal controls as of September 30, 2021, that represented a material weakness in our internal control over financial reporting. The deficiency was the result of an existing control failing to operate effectively. Management disclosed in the Form 10-Q (“quarterly reports”) during the fiscal year ended June 30, 2022, that the Company’s control involving the review of tax-related journal entries were not adequately performed. Management evaluated its existing controls, noting the multiple attributes within the tax provision review control. Management determined that all existing attributes were performed. Management determined the control involving the review of tax-related journal entries did not include an attribute to ensure inclusion of the deferred assets/liabilities in the quarterly estimated tax rate ("ETR") journal entry adjustment. Management designed and implemented a remediation plan to address the material weakness, which included 1) adding an attribute to the tax provision review control to ensure the changes in deferred tax asset/liabilities accounts are included in the ETR journal entry adjustment, and 2) management’s completion of additional professional education for tax accounting essentials. The additional control attribute and professional education led to a more precise review of the tax provision. Thus, management has concluded that the material weakness was remediated as of June 30, 2022.
Inherent Limitation of the Effectiveness of Internal Control. A control system, no matter how well conceived, implemented and operated, can provide only reasonable, not absolute, assurance that the objectives of the internal control system are met. Limitations inherent in any control system include the following:
● Judgments in decision-making can be faulty, and control and process breakdowns can occur because of simple errors or mistakes.
● Controls can be circumvented by individuals, acting alone or in collusion with others, or by management override.
● The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
● Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with associated policies or procedures.
● The design of a control system must reflect the fact that resources are constrained, and the benefits of controls must be considered relative to their costs.
Because of such inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company or any division of a company have been detected.
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Name and Address of Beneficial Owner
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Class C Common Shares Beneficially Owned |
Percent of Class (%)
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Frank Holmes
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2,064,560 | 99.81 | % | |||||
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7900 Callaghan Road
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San Antonio, TX 78229
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Class C
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Class A
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Beneficial Owner
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Common Stock
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Common Stock
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Number of Shares
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% |
Number of Shares
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% | |||||||||||||
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Frank E. Holmes, CEO, Director
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2,064,560 | 99.81 | % | 509,024 | 3.95 | % | ||||||||||
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Lisa C. Callicotte, CFO
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- | - | 22,381 | 0.17 | % | |||||||||||
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Jerold H. Rubinstein, Director
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- | - | 2,800 | 0.02 | % | |||||||||||
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Roy D. Terracina, Director
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- | - | 63,800 | 0.50 | % | |||||||||||
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Thomas F. Lydon, Jr., Director
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- | - | 17,500 | 0.14 | % | |||||||||||
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All directors and executive officers as a group (five persons)
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2,064,560 | 99.81 | % | 615,505 | 4.78 | % | ||||||||||
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Number of securities to be issued upon exercise of outstanding options, warrants and rights
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Weighted-average exercise price of outstanding options, warrants and rights
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Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
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Plan Category
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(a)
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(b)
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(c )
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Equity compensation plans approved by security holders
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N/A | N/A | N/A | |||||||||
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Equity compensation plans not approved by security holders
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1989 Stock Option Plan 1
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231,000 | $ | 6.05 | 486,000 | ||||||||
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1997 Non-Qualified Stock Option Plan 2
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2,000 | $ | 2.74 | 141,000 | ||||||||
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Employee Stock Purchase Plan 3
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N/A | N/A | 102,778 | |||||||||
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2010 Stock Incentive Plan 4
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N/A | N/A | - | |||||||||
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Total
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233,000 | 729,778 | ||||||||||
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1.
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Stock options under this plan may be granted to directors, officers, and employees of the Company from authorized but unissued shares or treasury shares.
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2.
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Stock options under this plan may be granted to directors, executives, and key salaried employees of the Company from authorized but unissued shares or treasury shares. The term of the option periods must be less than ten years.
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The Company has adopted a stock purchase plan to provide eligible employees of the Company an opportunity to purchase common stock of the Company. There are authorized shares of treasury stock reserved for issuance under the plan for which a registration statement has not been filed.
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The Company adopted a stock incentive plan to provide eligible persons in the Company’s service an opportunity to acquire common stock of the Company. There were authorized shares of treasury stock reserved for issuance under the plan for which a registration statement has not been filed. This plan expired in October 2020.
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(a)
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The following documents are filed as part of this report:
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3.
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Exhibits
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3.1
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3.2
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4.1
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10.1
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10.2
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10.3
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10.4
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10.5
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10.6
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10.7
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10.8
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10.9
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10.10
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| (C) Amended Schedule A to Advisory Agreement with ETF Series Solutions, incorporated by reference to Post-Effective Amendment 755 and Amendment 756 filed October 28, 2021 (EDGAR Accession No. 0000894189-21-007557) | |
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14.01
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14.02
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21**
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23.1**
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31.1**
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| 31.2* | Rule 13a-14(a) Certifications (under Section 302 of the Sarbanes-Oxley Act of 2002) |
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32.1**
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101.INS
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Inline XBRL Instance Document.
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101.SCH
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Inline XBRL Taxonomy Extension Schema Document.
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101.CAL
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Inline XBRL Taxonomy Extension Calculation Linkbase Document.
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101.DEF
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Inline XBRL Taxonomy Extension Definition Linkbase Document.
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101.LAB
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Inline XBRL Taxonomy Extension Labels Linkbase Document.
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101.PRE
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Inline XBRL Taxonomy Extension Presentation Linkbase Document.
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104
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Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
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U.S. Global Investors, Inc.
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By: /s/ Frank E. Holmes
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Frank E. Holmes
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Date: September 13, 2022
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Chief Executive Officer
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Signature
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Capacity in which signed
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Date
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/s/ Frank E. Holmes
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Frank E. Holmes
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Chief Executive Officer
Chief Investment Officer
Director
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September 13, 2022 |
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/s/ Thomas F. Lydon, Jr.
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Thomas F. Lydon, Jr.
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Director
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September 13, 2022 |
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/s/ Jerold H. Rubinstein
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Jerold H. Rubinstein
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Chairman, Board of Directors
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September 13, 2022 |
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/s/ Roy D. Terracina
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Roy D. Terracina
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Director
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September 13, 2022 |
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/s/ Lisa C. Callicotte
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Lisa C. Callicotte
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Chief Financial Officer
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September 13, 2022 |
Exhibit 31.2 — Rule 13a – 14(a) Certifications
(under Section 302 of the Sarbanes-Oxley Act of 2002)
I, Frank E. Holmes, the principal executive officer of U.S. Global Investors, Inc., certify that:
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I have reviewed this annual report on Form 10-K/A of U.S. Global Investors, Inc.; |
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
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The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
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(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
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(b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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(c) |
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
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The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's Board of Directors (or persons performing the equivalent functions): |
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(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
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(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
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Date: September 13, 2022 /s/ Frank E. Holmes |
Rule 13a – 14(a) Certifications
(under Section 302 of the Sarbanes-Oxley Act of 2002)
I, Lisa C. Callicotte, the principal financial officer of U.S. Global Investors, Inc., certify that:
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I have reviewed this annual report on Form 10-K/A of U.S. Global Investors, Inc.; |
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
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4. |
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
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(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
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(b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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(c) |
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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(d) |
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
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5. |
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's Board of Directors (or persons performing the equivalent functions): |
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(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
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(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
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Date: September 13, 2022 /s/ Lisa C. Callicotte |