8-K
Marygold Companies, Inc. (MGLD)
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
TheMarygold 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.) |
120Calle Iglesia
UnitB
SanClemente, CA 92672
(Address of Principal Executive Offices and Zip Code)
(949)429-5370
(Registrant’stelephone 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<br> Stock, $0.001 par value | MGLD | NYSE<br> 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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> 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. ☐
Item2.02 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.
Item9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
|---|---|
| 99.1 | Earnings Press Release Dated May 8, 2025 |
| --- | --- |
| 104 | Cover<br> 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:<br> May 8, 2025 | THE MARYGOLD COMPANIES, INC. | |
|---|---|---|
| By: | /s/ Nicholas D. Gerber | |
| Nicholas<br> D. Gerber | ||
| Chief<br> Executive Officer (Principal Executive Officer) |
Exhibit 99.1
TheMarygold Companies Reports Financial Results
forthe Three and Nine Months Ended March 31, 2025
SanClemente, 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.
BusinessUnits
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.
AboutThe 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-LookingStatements
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*.*
Mediaand investors, for more Information, contact:
Roger S. Pondel
PondelWilkinson Inc.
310-279-5965
rpondel@pondel.com
Contactthe Company:
David Neibert, Chief Operations Officer
949-429-5370
dneibert@themarygoldcompanies.com
THEMARYGOLD COMPANIES, INC.
CONDENSEDCONSOLIDATED BALANCE SHEETS
(inthousands, except per share data)
(unaudited)
| 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 |
All values are in US Dollars.
THEMARYGOLD COMPANIES, INC.
CONDENSEDCONSOLIDATED STATEMENTS OF OPERATIONS
(inthousands, except per share data)
(unaudited)
| Three Months Ended<br> <br>March 31, | Nine Months Ended<br> <br>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 | ) |