Form 8-K - Current report

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): February 14, 2024

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:

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))

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

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 February 14, 2024, The Marygold Companies, Inc. issued a press release announcing its financial results for the three and six months ended December 31, 2023. 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 February 14, 2024.

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.

	THE MARYGOLD COMPANIES, INC.

Date: February 15, 2024	By:	/s/ Nicholas Gerber
		Nicholas Gerber
		Chief Executive Officer

Exhibit 99.1

The Marygold Companies Reports Financial Results

for the Second Quarter and First Half of Fiscal 2024

San Clemente, Calif., February 14, 2024—The Marygold Companies, Inc. (“TMC,” or the “Company”) (NYSE American: MGLD), a diversified global holding firm, today reported financial results for the three and six months ended December 31, 2023.

Revenue for the three months ended December 31, 2023 was $8.5 million, compared with $8.8 million, last year. The Company registered a net loss of $1.2 million, equal to a loss of $0.03 per share, for the fiscal 2024 second quarter, principally reflecting continued investment in the Marygold & Co. fintech app. TMC reported net income of $0.2 million, or approximately breakeven per share, for the same quarter a year ago.

For the six-month period ended December 31, 2023, revenue was $16.7 million, versus $17.7 million for the comparable period last year. A net loss of $1.7 million, or $0.04 per share, was recorded for the six months ended December 31, 2023, versus net income of $0.7 million, equal to $0.02 per fully diluted share, for the same period a year ago.

TMC’s balance sheet remained strong at December 31, 2023. Cash and cash equivalents amounted to $6.2 million and investments totaled $12.4 million at the end of the quarter, and the Company has essentially no debt. Total assets at December 31, 2023, were $35 million, and total stockholders’ equity at quarter’s end was $29 million.

“Operating results are within the range of expectations,” said David Neibert, TMC’s Chief Operations Officer. “Our core businesses are all operating efficiently and producing cash, which is being used to build our fintech business under the Marygold & Co. brand. The more we earn at our other divisions, the more we can invest in growing the fintech app. As we are seeing, those investments will continue to negatively impact TMC’s income statement over the near term until our mobile banking app gains traction. While we are not showing profits at the consolidated level, the fundamentals of our Company remain on solid footing, and we are building what we believe to be a highly valued business and doing so without any dilutive effects of equity or debt funding from outside sources.”

Nicholas Gerber, TMC’s Chief Executive Officer, added, “We have started the marketing of our innovative fintech app, a unique mobile app with a debit card feature that enables account holders to invest in Money Pools, send money to anyone in the U.S., monitor spending habits and budgets, and to transact business at retailers throughout the world. In the background, we are readying even more features to be incorporated into the app, as daily onboarding of new accountholders increases. Following our successful soft launch in the second half of 2023, we are excited as ever that Marygold & Co. is gaining attention. I strongly believe that the strategy of using of our capital reserves to develop this app, versus borrowing or diluting our shareholders, will prove to be a sound investment as the true value is realized in the coming years.”

Business Units

The Company’s USCF Investments subsidiary, 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.printstocknz.com/, is a printer of specialized food wrappers and is located in Napier, New Zealand. Its operations are consolidated with those of Gourmet Foods.

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.

Original Sprout, acquired in 2017, with warehouse and office facilities located in San Clemente, California www.originalsprout.com, produces and distributes a full line of vegan, safe, non-toxic hair and skin care products, distributed in the U.S. and its territories, the U.K., E.U., Turkey, Middle East, Africa, Taiwan, Mexico, South America, Singapore, Hong Kong, Malaysia, New Zealand, Australia and Canada among other areas.

Marygold & Co., formed in the U.S. during 2019 and operating from offices in Denver, CO, together with its wholly owned subsidiary, Marygold & Co. Advisory Services, LLC, was established to explore opportunities in the financial technology sector. The company continues further development of its mobile banking app, having completed the initial development stage and soft launch in the U.S. in June 2023. https://marygoldandco.com/

Marygold & Co. (UK) Limited, formed in the U.K. during 2021, operates through its subsidiary acquired in 2022, Tiger Financial & Asset Management Limited (“Tiger”), a U.K. based investment adviser. Tiger’s core business is managing clients’ financial wealth across a diverse product range, including cash, national savings, individual savings accounts, unit trusts, insurance company products such as investment bonds and other investment vehicles. http://www.tfam.co.uk/

About The Marygold Companies, Inc.

The Marygold Companies, Inc., which changed its name from Concierge Technologies, Inc. in 2022, 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., Tiger Financial & Asset Management 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, including, but not limited to, tangible benefits expected to be realized in the 2024 calendar year from current investments, 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)

	December 31, 2023			June 30, 2023

ASSETS

CURRENT ASSETS
Cash and cash equivalents	$	6,214		$	8,161
Accounts receivable, net (of which $1,624 and $1,674, respectively, due from related parties)		2,596			3,026
Inventories		2,389			2,254
Prepaid income tax and tax receivable		1,618			992
Investments, at fair value		12,379			11,481
Other current assets		1,057			904
Total current assets		26,253			26,818

Restricted cash		434			425
Property and equipment, net		1,215			1,255
Operating lease right-of-use assets		1,287			821
Goodwill		2,307			2,307
Intangible assets, net		2,112			2,330
Deferred tax assets, net		771			771
Other assets		553			554
Total assets	$	34,932		$	35,281

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES
Accounts payable and accrued expenses	$	3,287		$	2,771
Operating lease liabilities, current portion		715			457
Purchase consideration payable		637			605
Loans - property and equipment, current portion		352			359
Total current liabilities		4,991			4,192

LONG-TERM LIABILITIES
Loans - property and equipment, net of current portion		82			88
Operating lease liabilities, net of current portion		582			381
Deferred tax liabilities, net		242			242
Total long-term liabilities		906			711
Total liabilities		5,897			4,903

STOCKHOLDERS’ EQUITY
Preferred stock, $0.001 par value; 50,000 shares authorized Series B: 49 shares issued and outstanding at December 31, 2023 and June 30, 2023		-			-
Common stock, $0.001 par value; 900,000 shares authorized; 39,383 shares issued and outstanding at December 31, 2023 and June 30, 2023		39			39
Additional paid-in capital		12,605			12,397
Accumulated other comprehensive loss		(12	)		(144	)
Retained earnings		16,403			18,086
Total stockholders’ equity		29,035			30,378
Total liabilities and stockholders’ equity	$	34,932		$	35,281

THE MARYGOLD COMPANIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(unaudited)

	Three Months Ended December 31,						Six Months Ended December 31,
	2023			2022			2023			2022

Revenue
Fund management - related party	$	4,997		$	5,266		$	10,047		$	10,686
Food products		1,920			1,932			3,649			3,870
Beauty products		842			785			1,617			1,588
Security systems		570			665			1,123			1,295
Financial services		128			124			256			258
Revenue		8,457			8,772			16,692			17,697

Cost of revenue		2,091			2,231			4,128			4,256

Gross profit		6,366			6,541			12,564			13,441

Operating expense
Salaries and compensation		2,999			2,805			5,589			5,173
General and administrative expense		2,306			1,820			4,556			3,512
Fund operations		1,187			1,112			2,461			2,253
Marketing and advertising		718			556			1,685			1,329
Depreciation and amortization		153			148			307			297
Total operating expenses		7,363			6,441			14,598			12,564

(Loss) income from operations		(997	)		100			(2,034	)		877

Other income (expense):
Interest and dividend income		138			63			331			115
Interest expense		(3	)		(4	)		(7	)		(11	)
Other (expense) income, net		(503	)		130			(458	)		32
Total other (expense) income, net		(368	)		189			(134	)		136

(Loss) income before income taxes		(1,365	)		289			(2,168	)		1,013

Benefit (provision) for income taxes		182			(107	)		484			(334	)

Net (loss) income	$	(1,183	)	$	182		$	(1,684	)	$	679

Weighted average shares of common stock
Basic		40,397			40,371			40,397			40,371
Diluted		40,397			40,371			40,397			40,384

Net (loss) income per common share
Basic	$	(0.03	)	$	-		$	(0.04	)	$	0.02
Diluted	$	(0.03	)	$	-		$	(0.04	)	$	0.02

Cover	Feb. 14, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 14, 2024
Entity File Number	001-41318
Entity Registrant Name	The Marygold Companies, Inc.
Entity Central Index Key	0001005101
Entity Tax Identification Number	90-1133909
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	120 Calle Iglesia
Entity Address, Address Line Two	Unit B
Entity Address, City or Town	San Clemente
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92672
City Area Code	(949)
Local Phone Number	429-5370
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.001 par value
Trading Symbol	MGLD
Security Exchange Name	NYSEAMER
Entity Emerging Growth Company	false