[PART I. FINANCIAL INFORMATION](index=4&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) This section provides unaudited condensed consolidated financial statements and management's discussion for the three and nine months ended March 31, 2024 [Item 1. Financial Statements (Unaudited)](index=4&type=section&id=Item%201.%20Financial%20Statements%20%28Unaudited%29) This section presents the unaudited condensed consolidated financial statements for the three and nine months ended March 31, 2024, highlighting a net loss and decreased assets [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) The balance sheet as of March 31, 2024, shows total assets decreased to $33.7 million, primarily due to a reduction in cash and cash equivalents | Balance Sheet Items (in thousands) | March 31, 2024 | June 30, 2023 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $4,490 | $8,161 | | Total current assets | $25,771 | $26,818 | | Total assets | $33,709 | $35,281 | | **Liabilities & Equity** | | | | Total current liabilities | $4,541 | $4,192 | | Total liabilities | $5,328 | $4,903 | | Total stockholders' equity | $28,381 | $30,378 | [Condensed Consolidated Statements of Operations](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) The statements of operations show a net loss of $529 thousand for Q3 2024 and $2.2 million for the nine-month period, driven by decreased revenue and increased expenses | Metric (in thousands, except EPS) | Q3 2024 | Q3 2023 | Nine Months 2024 | Nine Months 2023 | | :--- | :--- | :--- | :--- | :--- | | Total Revenue | $7,880 | $8,299 | $24,571 | $26,003 | | Gross Profit | $5,557 | $6,104 | $18,122 | $19,553 | | (Loss) Income from Operations | $(1,471) | $166 | $(3,504) | $1,047 | | Net (Loss) Income | $(529) | $153 | $(2,212) | $832 | | Basic EPS | $(0.01) | $0.00 | $(0.05) | $0.02 | [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash used in operating activities was $1.2 million for the nine months ended March 31, 2024, leading to a $4.1 million decrease in total cash | Cash Flow Activity (in thousands) | Nine Months Ended Mar 31, 2024 | Nine Months Ended Mar 31, 2023 | | :--- | :--- | :--- | | Net cash (used in) provided by operating activities | $(1,216) | $819 | | Net cash used in investing activities | $(2,755) | $(4,397) | | Net cash used in financing activities | $(17) | $(16) | | **Net Decrease in Cash** | **$(4,082)** | **$(3,653)** | | **Ending Cash Balance** | **$4,504** | **$10,276** | [Notes to Condensed Consolidated Financial Statements](index=12&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) These notes detail the company's diversified operations, significant legal contingencies, and a subsequent acquisition by its UK financial services arm - The company operates through several wholly owned subsidiaries, with USCF Investments being the largest, contributing approximately **55% to 60% of total revenues**[27](index=27&type=chunk) - A deposit of **$1.8 million** was made during the quarter for the potential acquisition of a **9.9% equity interest** in a domestic financial institution, contingent on regulatory approval[39](index=39&type=chunk) - The company is involved in multiple legal proceedings, including a class action lawsuit, related to its subsidiary USCF and the United States Oil Fund (USO); no accrual has been recorded as the outcome cannot be reasonably estimated[65](index=65&type=chunk)[78](index=78&type=chunk) - On April 30, 2024, after the quarter's end, the company's UK subsidiary closed the acquisition of Step-by-Step Financial Planners Limited for approximately **$1.1 million**[83](index=83&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=24&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the financial condition and results of operations, attributing the net loss to lower AUM and increased operating expenses from Fintech investments [Results of Operations](index=25&type=section&id=Results%20of%20Operations) Consolidated revenue decreased by 5% in Q3 2024 and 6% for the nine-month period, resulting in a net loss due to lower fund management revenue and higher Fintech costs | Performance Metric | Q3 2024 vs Q3 2023 | Nine Months 2024 vs Nine Months 2023 | | :--- | :--- | :--- | | Consolidated Revenue | Decreased 5% to $7.9M | Decreased 6% to $24.6M | | Operating (Loss) Income | Decreased by $1.6M to ($1.5M) loss | Decreased by $4.2M to ($3.1M) loss | | Net (Loss) Income | Decreased by $0.7M to ($0.5M) loss | Decreased by $3.0M to ($2.2M) loss | [Segment Operations](index=27&type=section&id=Segment%20Operations) Segment operations show a 12% revenue decrease in Fund Management due to lower AUM, while Financial Services expenses rose from Fintech investments - **Fund Management (USCF):** Q3 revenue decreased **12%** to **$4.4 million** as average AUM fell **19%** to **$3.0 billion** compared to the prior year[101](index=101&type=chunk) - **Financial Services (Marygold USA):** Q3 operating expenses rose by **$0.4 million** to **$1.4 million**, driven by ongoing development and marketing for the new Fintech app[115](index=115&type=chunk) - **Food Products:** Q3 revenue was flat at **$1.8 million**, but profitability improved due to a more favorable product mix[107](index=107&type=chunk) - **Beauty Products:** Q3 revenue increased by **$0.1 million**, but the net loss widened due to higher expenses for new product development and marketing[109](index=109&type=chunk) [Liquidity and Capital Resources](index=30&type=section&id=Liquidity%20and%20Capital%20Resources) Cash and cash equivalents decreased by 45% to $4.5 million due to significant investments in the Fintech app and a potential acquisition - Cash and cash equivalents decreased by **$3.7 million (45%)** to **$4.5 million** as of March 31, 2024, compared to June 30, 2023[118](index=118&type=chunk) - Significant cash uses in the nine-month period include **$4.1 million** for the Marygold Fintech app and a **$1.8 million** deposit for a potential acquisition[118](index=118&type=chunk) - Total investment in the Fintech app has reached **$13.5 million** since its inception[118](index=118&type=chunk) - Management believes existing cash resources will be sufficient to meet working capital requirements for the next twelve months[119](index=119&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=31&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a "smaller reporting company", the registrant is not required to provide market risk disclosures - As a "smaller reporting company", the registrant is not required to provide the information requested by this item[125](index=125&type=chunk) [Item 4. Controls and Procedures](index=31&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of March 31, 2024, with no significant changes to internal control over financial reporting - The company's disclosure controls and procedures were concluded to be effective as of the end of the period covered by the report[127](index=127&type=chunk) - No significant changes were made to the company's internal control over financial reporting during the quarter[128](index=128&type=chunk) [PART II. OTHER INFORMATION](index=32&type=section&id=PART%20II.%20OTHER%20INFORMATION) This section covers other required disclosures, including legal proceedings, risk factors, and various corporate governance matters [Item 1. Legal Proceedings](index=32&type=section&id=Item%201.%20Legal%20Proceedings) Information regarding legal proceedings is detailed in Note 11 of the financial statements - Information on legal proceedings is detailed in Note 11 of the financial statements[130](index=130&type=chunk) [Item 1A. Risk Factors](index=32&type=section&id=Item%201A.%20Risk%20Factors) There have been no material changes to the risk factors previously disclosed in the company's 2023 Form 10-K - There have been no material changes to the risk factors discussed in the company's 2023 Form 10-K[131](index=131&type=chunk) [Other Items (Items 2, 3, 4, 5, 6)](index=32&type=section&id=Other%20Items%20%28Items%202%2C%203%2C%204%2C%205%2C%206%29) This section covers various standard disclosures, including no unregistered equity sales, no defaults on senior securities, and no changes to Rule 10b5-1 trading plans - The company reported no unregistered sales of equity securities or defaults upon senior securities[132](index=132&type=chunk)[133](index=133&type=chunk) - During the fiscal quarter, no directors or executive officers adopted or terminated any Rule 10b5-1 trading plans[135](index=135&type=chunk)

PART I. FINANCIAL INFORMATION [Item 1. Financial Statements (Unaudited)](index=5&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) Unaudited statements show decreased assets and equity, a shift to net loss, and negative operating cash flow [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets and stockholders' equity declined while total liabilities increased as of December 31, 2023 Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | Dec 31, 2023 | June 30, 2023 | | :--- | :--- | :--- | | **Total Assets** | **$34,932** | **$35,281** | | Cash and cash equivalents | $6,214 | $8,161 | | Total current assets | $26,253 | $26,818 | | **Total Liabilities** | **$5,897** | **$4,903** | | Total current liabilities | $4,991 | $4,192 | | **Total Stockholders' Equity** | **$29,035** | **$30,378** | [Condensed Consolidated Statements of Operations](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) The company reported significant net losses for the three and six-month periods, reversing prior-year net income Statement of Operations Summary (in thousands) | Metric | Three Months Ended Dec 31, 2023 | Three Months Ended Dec 31, 2022 | Six Months Ended Dec 31, 2023 | Six Months Ended Dec 31, 2022 | | :--- | :--- | :--- | :--- | :--- | | **Total Revenue** | **$8,457** | **$8,772** | **$16,692** | **$17,697** | | Gross Profit | $6,366 | $6,541 | $12,564 | $13,441 | | (Loss) Income from Operations | ($997) | $100 | ($2,034) | $877 | | **Net (Loss) Income** | **($1,183)** | **$182** | **($1,684)** | **$679** | | Basic EPS | ($0.03) | $0.00 | ($0.04) | $0.02 | [Condensed Consolidated Statements of Cash Flows](index=10&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash from operations turned negative, contributing to an overall decrease in cash and cash equivalents Cash Flow Summary for Six Months Ended Dec 31 (in thousands) | Cash Flow Activity | 2023 | 2022 | | :--- | :--- | :--- | | Net cash (used in) provided by operating activities | ($558) | $1,018 | | Net cash (used in) provided by investing activities | ($1,400) | $64 | | Net cash used in financing activities | ($21) | ($13) | | **Net (Decrease) Increase in Cash** | **($1,938)** | **$1,057** | [Notes to Condensed Consolidated Financial Statements](index=12&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Notes detail segment performance, pending litigation without accrual, and stock-based compensation plans - The company operates through several wholly-owned subsidiaries, with the fund management subsidiary, USCF Investments, contributing **approximately 60% of total revenue**[27](index=27&type=chunk) - Subsidiary USCF and its fund USO are involved in multiple legal proceedings for which **no accrual has been recorded** as the outcome is not currently predictable[61](index=61&type=chunk)[71](index=71&type=chunk)[84](index=84&type=chunk) Segment Net (Loss) Income for Six Months Ended Dec 31 (in thousands) | Segment | 2023 | 2022 | | :--- | :--- | :--- | | Fund management - related party | $2,806 | $3,567 | | Food products | $197 | $218 | | Beauty products | ($444) | ($61) | | Security systems | $121 | $181 | | Financial services | ($3,000) | ($1,343) | | Corporate headquarters | ($1,364) | ($1,883) | | **Total net (loss) income** | **($1,684)** | **$679** | [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=26&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Performance declined due to lower AUM and Fintech investments, resulting in an operating loss and reduced cash - The decrease in consolidated revenue was primarily attributed to **lower Assets Under Management (AUM)** at the USCF Investments subsidiary[92](index=92&type=chunk)[97](index=97&type=chunk) - The shift from operating income to an operating loss was driven by revenue decline and **increased marketing and development expenses**[93](index=93&type=chunk)[100](index=100&type=chunk) - Cash and cash equivalents **decreased by $2.0 million to $6.2 million**, largely due to investments in a new fund and the Marygold Fintech app[127](index=127&type=chunk) - The company's plan is to achieve profitability in established units and focus growth on the new Marygold Fintech app, which **may require additional capital**[125](index=125&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=34&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company is exempt from market risk disclosures as it qualifies as a smaller reporting company - As a **"smaller reporting company,"** the registrant is not required to provide quantitative and qualitative disclosures about market risk[134](index=134&type=chunk) [Item 4. Controls and Procedures](index=34&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective with no significant internal control changes - The company's principal executive officer and principal accounting officer concluded that **disclosure controls and procedures were effective** as of the end of the period[136](index=136&type=chunk) - **No significant changes** were made to the company's internal control over financial reporting during the quarter[137](index=137&type=chunk) PART II. OTHER INFORMATION [Item 1. Legal Proceedings](index=35&type=section&id=Item%201.%20Legal%20Proceedings) The company details the status of significant litigation, including a dismissed case, settled investigations, and pending actions - The 'Optimum Strategies Action' against USO and USCF was **dismissed by the court** on March 15, 2023[142](index=142&type=chunk) - In November 2021, USCF and USO settled investigations with the SEC and CFTC, resulting in a **total civil monetary penalty of $2.5 million**[143](index=143&type=chunk)[149](index=149&type=chunk) - A consolidated class action, 'In re: United States Oil Fund, LP Securities Litigation,' **remains pending**, and the company intends to vigorously contest the claims[150](index=150&type=chunk)[153](index=153&type=chunk) - **No financial accrual has been recorded** for the pending legal matters as the company cannot reasonably estimate possible losses[163](index=163&type=chunk) [Item 1A. Risk Factors](index=38&type=section&id=Item%201A.%20Risk%20Factors) No material changes to risk factors from the most recent Annual Report on Form 10-K have been reported - The company reports **no material changes** to the risk factors discussed in its 2023 Form 10-K[165](index=165&type=chunk) [Other Items (Items 2-6)](index=38&type=section&id=Other%20Items) The company reports no activity for several items, including unregistered equity sales and defaults on senior securities - Item 2 (Unregistered Sales of Equity Securities), Item 3 (Defaults Upon Senior Securities), and Item 5 (Other Information) are all **reported as "None"**[166](index=166&type=chunk)[167](index=167&type=chunk)[169](index=169&type=chunk) - Item 4 (Mine Safety Disclosures) is **reported as "Not applicable"**[168](index=168&type=chunk)

[PART I. FINANCIAL INFORMATION](index=5&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements (Unaudited)](index=5&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) The company reported a Q3 2023 net loss of $0.5 million, a reversal from a $0.5 million net income in Q3 2022 [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Key Balance Sheet Items | Balance Sheet Items | Sep 30, 2023 | Jun 30, 2023 | | :--- | :--- | :--- | | **Total Current Assets** | $27,288,855 | $26,818,342 | | **Total Assets** | $35,465,200 | $35,280,827 | | **Total Current Liabilities** | $4,911,041 | $4,191,717 | | **Total Liabilities** | $5,588,220 | $4,903,057 | | **Total Stockholders' Equity** | $29,876,980 | $30,377,770 | - Cash and cash equivalents decreased to **$6.99 million** as of September 30, 2023, from $8.16 million as of June 30, 2023[14](index=14&type=chunk) [Condensed Consolidated Statements of (Loss) Income](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20(Loss)%20Income) Key Income Statement Items | Income Statement Items | Q3 2023 | Q3 2022 | | :--- | :--- | :--- | | **Net Revenue** | $8,235,514 | $8,923,288 | | **Gross Profit** | $6,198,326 | $6,899,624 | | **(Loss) Income from Operations** | ($1,036,279) | $777,092 | | **Net (Loss) Income** | ($500,181) | $497,168 | | **Diluted EPS** | ($0.01) | $0.01 | - The company shifted from an operating income of $777,092 in Q3 2022 to an **operating loss of $1,036,279** in Q3 2023[17](index=17&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=10&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Key Cash Flow Items | Cash Flow Items | Q3 2023 | Q3 2022 | | :--- | :--- | :--- | | **Net cash provided by operating activities** | $292,348 | $879,197 | | **Net cash (used in) investing activities** | ($1,536,610) | ($267,042) | | **Net cash (used in) by financing activities** | ($3,656) | ($3,476) | | **Net (decrease) increase in cash** | ($1,185,694) | $371,348 | - The net decrease in cash, cash equivalents, and restricted cash was approximately **$1.19 million** for Q3 2023[22](index=22&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=11&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) - The company operates through wholly-owned subsidiaries in diverse sectors including investment services, food products, and fintech[27](index=27&type=chunk) - USCF Investments' revenue is concentrated, with the **USO and UNG funds accounting for 67%** of its fund management revenue[33](index=33&type=chunk) - The company is involved in multiple legal proceedings related to its subsidiary USCF, with **no accrual for potential losses** recorded[148](index=148&type=chunk)[159](index=159&type=chunk) - U.S. investment fund management is the primary profit driver, while the new U.S. fintech segment incurred a **net loss of $1.45 million**[165](index=165&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=42&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Q3 2023 revenue declined to $8.2 million, resulting in a $1.0 million operating loss due to lower AUM and fintech investments [Results of Operations](index=42&type=section&id=Results%20of%20Operations) - Consolidated revenue **decreased by $0.7 million to $8.2 million** in Q3 2023, driven by lower AUM and unfavorable currency translation[171](index=171&type=chunk) - Operating income saw a **$1.8 million negative swing** from a $0.8 million profit in Q3 2022 to a $1.0 million loss in Q3 2023[173](index=173&type=chunk) - Net loss for Q3 2023 was approximately **$0.5 million**, a $1.0 million decrease from the prior-year quarter's net income[177](index=177&type=chunk) [Segment Performance](index=44&type=section&id=Segment%20Performance) Segment Results (Q3 2023 vs Q3 2022) | Segment | Q3 2023 Revenue | Q3 2022 Revenue | Q3 2023 Net Income/(Loss) | Q3 2022 Net Income/(Loss) | | :--- | :--- | :--- | :--- | :--- | | **USCF Investments** | $5.0M | $5.4M | $2.0M (pre-tax) | $1.8M (pre-tax) | | **Gourmet Foods** | $1.7M | $1.9M | $22k | $0.2M | | **Brigadier Security** | $0.5M | $0.6M | $61k | $107k | | **Original Sprout** | $0.8M | $0.8M | ($322k) | ($20k) | | **Marygold (U.K.)** | $127k | $133k | ($68k) | $10k | | **Marygold (U.S.A.)** | $401 | $0 | ($1.45M) | ($641k) | - The Marygold (U.S.A.) fintech segment incurred **operating expenses of $1.45 million** in Q3 2023 due to app development and launch costs[206](index=206&type=chunk) - Original Sprout's net loss widened significantly to **$322k from $20k** year-over-year due to higher marketing expenses[197](index=197&type=chunk)[198](index=198&type=chunk)[199](index=199&type=chunk) [Liquidity and Capital Resources](index=51&type=section&id=Liquidity%20and%20Capital%20Resources) - As of September 30, 2023, the company held **$7.0 million in cash and cash equivalents**, down from $8.2 million at June 30, 2023[209](index=209&type=chunk) - The company maintains a strong **working capital position of $22.4 million** despite significant investments in its fintech subsidiary[210](index=210&type=chunk) - Future plans include growing business units, expanding fintech services, and pursuing strategic acquisitions[207](index=207&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=52&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, The Marygold Companies is not required to provide this information - The company is not required to provide information for this item as it qualifies as a "smaller reporting company"[216](index=216&type=chunk) [Item 4. Controls and Procedures](index=52&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of the quarter's end - The company's principal executive and financial officers concluded that **disclosure controls and procedures were effective**[218](index=218&type=chunk) - **No significant changes** were made to the company's internal control over financial reporting during the quarter[219](index=219&type=chunk) [PART II. OTHER INFORMATION](index=53&type=section&id=PART%20II.%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=53&type=section&id=Item%201.%20Legal%20Proceedings) The company's subsidiary USCF faces ongoing lawsuits related to 2020 oil market events, with no loss accrual recorded - Subsidiary USCF and its fund USO are defendants in a **consolidated class action lawsuit** related to 2020 oil market volatility[229](index=229&type=chunk)[230](index=230&type=chunk) - Multiple derivative actions alleging **breaches of fiduciary duty** have been filed and are currently stayed[233](index=233&type=chunk)[234](index=234&type=chunk)[236](index=236&type=chunk) - The company has **not recorded any accrual** for these legal matters due to their unpredictable nature[232](index=232&type=chunk)[243](index=243&type=chunk) [Item 1A. Risk Factors](index=55&type=section&id=Item%201A.%20Risk%20Factors) No material changes to risk factors have occurred since the last Annual Report on Form 10-K - The company states there have been **no material changes** to the risk factors disclosed in its Annual Report on Form 10-K[245](index=245&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=55&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) None - None[246](index=246&type=chunk) [Item 3. Defaults Upon Senior Securities](index=55&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) None - None[247](index=247&type=chunk) [Item 4. Mine Safety Disclosures](index=55&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) Not applicable - Not applicable[248](index=248&type=chunk) [Item 5. Other Information](index=55&type=section&id=Item%205.%20Other%20Information) None - None[249](index=249&type=chunk) [Item 6. Exhibits](index=57&type=section&id=Item%206.%20Exhibits) This section lists filed exhibits, including required CEO/CFO certifications and XBRL data files - The report includes **CEO and CFO certifications** pursuant to the Sarbanes-Oxley Act of 2002[251](index=251&type=chunk) - Exhibits include **Inline XBRL data files** for financial reporting[251](index=251&type=chunk)

Part I [Item 1. Business](index=5&type=section&id=ITEM%201.%20BUSINESS.) Marygold Companies operates as a holding company with six decentralized subsidiaries across diverse sectors - The company operates a decentralized management structure, with corporate management responsible for capital allocation and oversight, while subsidiaries handle their own daily operations[15](index=15&type=chunk) - The company employs **101 people** across all its subsidiaries[15](index=15&type=chunk) [USCF Investments](index=5&type=section&id=USCF%20Investments) USCF Investments manages 14 ETPs and ETFs with **$3.5 billion** in AUM, generating fees and subject to SEC and CFTC regulation - As of June 30, 2023, USCF Investments had approximately **$3.5 billion** in assets under management across 14 ETPs and ETFs[16](index=16&type=chunk) - For the fiscal year 2023, approximately **73% of USCF Investments' revenue** came from its three largest funds: United States Oil Fund (USO), United States Natural Gas Fund (UNG), and United States Commodity Index Fund (USCI), consistent with the prior year[20](index=20&type=chunk) - The operating subsidiaries, USCF and USCF Advisers, are regulated by the CFTC, NFA, and SEC, reflecting the complex regulatory environment of the investment services industry[22](index=22&type=chunk) [Gourmet Foods](index=8&type=section&id=Gourmet%20Foods) Gourmet Foods, a New Zealand-based manufacturer of meat pies and bakery products, faces rising raw material and labor costs impacting profit margins - Gourmet Foods' largest customer in the grocery sector accounted for **14% of baking sales revenue in FY2023**, down from 22% in FY2022[29](index=29&type=chunk) - A marketing consortium of gasoline dealers is a major customer group, accounting for **57% of baking gross sales revenue in FY2023**, up from 50% in FY2022[30](index=30&type=chunk) - The company has been negatively impacted by increased costs of raw ingredients, shipping, and labor shortages following the COVID-19 pandemic[34](index=34&type=chunk) [Brigadier](index=10&type=section&id=Brigadier) Brigadier, a leading electronic security company in Saskatchewan, Canada, provides security systems and experiences seasonality from winter weather - Brigadier's largest customer accounted for **42% of its total revenues in FY2023**, a decrease from 52% in FY2022, indicating a high level of customer concentration[43](index=43&type=chunk) - The business is partially dependent on its contractual relationship with SecurTek, its alarm monitoring service provider[42](index=42&type=chunk)[43](index=43&type=chunk) - Operations are subject to seasonality, with revenues typically lower from November through March due to winter weather negatively affecting installations[46](index=46&type=chunk) [Original Sprout](index=11&type=section&id=Original%20Sprout) Original Sprout distributes vegan hair and skin care products globally, shifting to direct-to-consumer channels, impacting sales revenue - The company is shifting its distribution model away from wholesale towards direct-to-retail and direct-to-consumer online platforms to protect its brand and price points[49](index=49&type=chunk) - Due to the discontinuation of most domestic distribution agreements, no single customer accounted for **10% or more of total revenues in FY2023**, compared to one customer accounting for 11% in FY2022[52](index=52&type=chunk) - The company is dependent on two main product formulating and packaging companies for its production[53](index=53&type=chunk) [Marygold](index=13&type=section&id=Marygold) Marygold, a U.S.-based Fintech subsidiary, launched its mobile banking application in June 2023 after completing its development phase - Marygold completed its development phase and launched its mobile app in June 2023, resulting in insignificant operations during the fiscal year[59](index=59&type=chunk)[60](index=60&type=chunk) [Marygold UK](index=15&type=section&id=Marygold%20UK) Marygold UK acquired Tiger Financial and Asset Management Limited in June 2022, managing **£32 million (US$40 million)** in AUM and operating at cash flow breakeven - Marygold UK acquired Tiger Financial and Asset Management Limited on June 20, 2022[61](index=61&type=chunk) - As of June 30, 2023, Tiger has approximately **£32 million (US$40 million)** in assets under management and is operating at a cash flow breakeven level[61](index=61&type=chunk) [Item 1A. Risk Factors](index=15&type=section&id=ITEM%201A.%20RISK%20FACTORS) The company faces diverse risks including material litigation, regulatory compliance, subsidiary dependence, commodity price volatility, and corporate governance issues - The company is subject to class action litigation involving its indirect subsidiary USCF, which could materially adversely affect its financial condition[65](index=65&type=chunk)[66](index=66&type=chunk)[67](index=67&type=chunk) - As a holding company, its principal source of cash flow is distributions from subsidiaries, which may be limited by law or contracts, posing a risk to its ability to fund new projects or acquisitions[71](index=71&type=chunk)[73](index=73&type=chunk) - Approximately **60% of revenues in FY2023** were derived from the USCF Investments subsidiary, exposing the company to risks related to investor sentiment in ETPs and ETFs[85](index=85&type=chunk) - The company is a 'controlled company' as defined by NYSE American rules because more than **50% of voting power** is held by Messrs. Gerber and Schoenberger, allowing it to be exempt from certain corporate governance requirements[63](index=63&type=chunk)[97](index=97&type=chunk) - Cybersecurity threats, such as unauthorized infiltration and phishing, pose a significant risk to business operations, with no guarantee that current measures will prevent future attacks[104](index=104&type=chunk)[105](index=105&type=chunk) [Item 1B. Unresolved Staff Comments](index=25&type=section&id=ITEM%201B.%20UNRESOLVED%20STAFF%20COMMENTS) The company reports no unresolved staff comments - None[110](index=110&type=chunk) [Item 2. Properties](index=25&type=section&id=ITEM%202.%20PROPERTIES) Brigadier owns its office facility in Saskatoon, Canada, while all other subsidiaries lease their respective office, warehouse, and manufacturing facilities - Brigadier owns its office facility and land in Saskatoon, purchased in July 2019[110](index=110&type=chunk) - All other subsidiaries lease their facilities, including administrative offices in California, manufacturing facilities in New Zealand, and offices in California, Colorado, and England[111](index=111&type=chunk) [Item 3. Legal Proceedings](index=25&type=section&id=ITEM%203.%20LEGAL%20PROCEEDINGS) The company's subsidiary USCF has been involved in significant legal and regulatory matters, including a **$2.5 million** settlement with the SEC and CFTC, and ongoing class action and derivative lawsuits - In November 2021, USCF and USO settled with the SEC and CFTC regarding investigations into disclosures made in 2020, agreeing to pay aggregate civil monetary penalties of **$2.5 million**[113](index=113&type=chunk)[118](index=118&type=chunk) - USCF and related parties are defendants in a consolidated class action lawsuit alleging violations of the 1933 and 1934 Acts related to registration statements and public statements made in early 2020[119](index=119&type=chunk)[120](index=120&type=chunk) - Multiple derivative actions have been filed on behalf of USO against USCF and individual defendants, alleging breaches of fiduciary duties and other claims related to the same 2020 market events. These proceedings are currently stayed[124](index=124&type=chunk)[127](index=127&type=chunk)[129](index=129&type=chunk) - The Optimum Strategies Action, filed in April 2022, was dismissed with prejudice in March 2023 regarding federal claims, and the court declined jurisdiction over state law claims[131](index=131&type=chunk)[133](index=133&type=chunk) Part II [Item 5. Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities](index=29&type=section&id=ITEM%205.%20MARKET%20FOR%20REGISTRANT%27S%20COMMON%20EQUITY%2C%20RELATED%20STOCKHOLDER%20MATTERS%2C%20AND%20ISSUER%20PURCHASES%20OF%20EQUITY%20SECURITIES) The company's common stock trades on NYSE American, with **354 registered holders** as of September 20, 2023, and no dividends declared or anticipated Common Stock Trading Prices | Quarter | High ($) | Low ($) | | :--- | :--- | :--- | | **Calendar 2022** | | | | 1st Quarter | 7.11 | 1.77 | | 2nd Quarter | 2.30 | 0.97 | | 3rd Quarter | 1.85 | 1.10 | | 4th Quarter | 1.57 | 1.08 | | **Calendar 2023** | | | | 1st Quarter | 2.03 | 1.26 | | 2nd Quarter | 1.90 | 1.03 | - As of September 20, 2023, there were approximately **354 registered holders** of the company's common stock[138](index=138&type=chunk) - The company has declared no dividends for the current year and does not expect to in the foreseeable future, with dividend payments subject to Nevada law and board discretion[139](index=139&type=chunk) [Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=30&type=section&id=ITEM%207.%20MANAGEMENT%27S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) For FY2023, consolidated revenues decreased by **8% to $34.9 million** due to lower AUM, operating income fell to **$1.4 million**, but net income remained stable at **$1.2 million** [Results of Operations](index=33&type=section&id=Results%20of%20Operations) For FY2023, consolidated revenues decreased by **8% to $34.9 million**, operating expenses fell, operating income decreased to **$1.4 million**, and net income remained stable at **$1.2 million** Consolidated Financial Performance | Metric | FY 2023 | FY 2022 | Change | Change (%) | | :--- | :--- | :--- | :--- | :--- | | **Consolidated Revenues** | $34.9M | $37.8M | -$3.0M | -8% | | **Operating Expenses** | $33.5M | $35.5M | -$2.0M | -5.6% | | **Operating Income** | $1.4M | $2.4M | -$1.0M | -41.7% | | **Net Income** | $1.2M | $1.15M | +$0.05M | +4.3% | - The decrease in consolidated revenues is primarily attributed to a **$3.0 million decrease** in annual revenues of USCF Investments due to lower average Assets Under Management (AUM)[155](index=155&type=chunk) - The decrease in operating expenses was mainly due to a **$2.5 million legal settlement** incurred by USCF Investments in the prior year[156](index=156&type=chunk) - Comprehensive income for FY2023 was **$1.3 million**, including a currency translation gain of **$0.1 million**, compared to **$0.8 million** in FY2022, which included a currency translation loss of **$0.4 million**[161](index=161&type=chunk) [Liquidity and Capital Resources](index=40&type=section&id=Liquidity%20and%20Capital%20Resources) Cash and cash equivalents decreased to **$8.2 million** due to fintech investments, but the company maintains strong working capital of **$22.6 million** and low third-party indebtedness - Cash and cash equivalents decreased to **$8.2 million** as of June 30, 2023, from **$12.9 million** a year prior, mainly due to investment in the Marygold mobile fintech app[192](index=192&type=chunk) - The company has invested approximately **$9.4 million** in the development of its Fintech applications through its subsidiary, Marygold[193](index=193&type=chunk) - Working capital remains strong at approximately **$22.6 million** as of June 30, 2023[193](index=193&type=chunk) - Consolidated third-party debt was **$0.3 million** as of June 30, 2023, primarily related to a loan secured by Brigadier's property[196](index=196&type=chunk) [Item 8. Financial Statements and Supplementary Data](index=41&type=section&id=ITEM%208.%20FINANCIAL%20STATEMENTS%20AND%20SUPPLEMENTARY%20DATA) This section presents the company's consolidated financial statements for FY2023 and FY2022, along with the independent auditor's report, covering key financial statements [Consolidated Financial Statements](index=44&type=section&id=Consolidated%20Financial%20Statements) The consolidated financial statements show total assets of **$35.3 million** and total liabilities of **$4.9 million**, with net revenue of **$34.9 million** and net income of **$1.17 million** Consolidated Balance Sheet | Balance Sheet (June 30, 2023) | Amount ($) | | :--- | :--- | | Total Current Assets | 26,818,342 | | **Total Assets** | **35,280,827** | | Total Current Liabilities | 4,191,717 | | **Total Liabilities** | **4,903,057** | | **Total Stockholders' Equity** | **30,377,770** | Consolidated Income Statement | Income Statement (Year Ended June 30, 2023) | Amount ($) | | :--- | :--- | | Net Revenue | 34,876,734 | | Gross Profit | 26,126,188 | | Income from Operations | 1,420,339 | | **Net Income** | **1,165,029** | | **Diluted EPS** | **$0.03** | Consolidated Cash Flow Statement | Cash Flow (Year Ended June 30, 2023) | Amount ($) | | :--- | :--- | | Net cash provided by operating activities | 1,851,389 | | Net cash used in investing activities | (7,292,183) | | Net cash used in financing activities | (20,305) | | **Net Decrease in Cash** | **(5,342,689)** | [Item 9A. Controls and Procedures](index=88&type=section&id=ITEM%209A.%20CONTROLS%20AND%20PROCEDURES) Management concluded that the company's disclosure controls and internal control over financial reporting were effective as of June 30, 2023, with no material changes - The CEO and CFO concluded that the company's disclosure controls and procedures were effective as of June 30, 2023[392](index=392&type=chunk) - Management concluded that the company's internal control over financial reporting was effective as of June 30, 2023, based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO)[395](index=395&type=chunk) - No changes in internal control over financial reporting that materially affected, or are reasonably likely to materially affect, the controls occurred during the fiscal year ended June 30, 2023[398](index=398&type=chunk) Part III [Item 10. Directors, Executive Officers, and Corporate Governance](index=89&type=section&id=ITEM%2010.%20DIRECTORS%2C%20EXECUTIVE%20OFFICERS%2C%20AND%20CORPORATE%20GOVERNANCE) This section details the company's leadership, including CEO Nicholas D. Gerber, and highlights its 'controlled company' status, exempting it from certain NYSE American governance requirements - The company's executive team includes Nicholas D. Gerber (CEO), David W. Neibert (COO), Stuart P. Crumbaugh (CFO), and Carolyn M. Yu (Chief Legal Officer)[403](index=403&type=chunk) - The company is a 'controlled company' under NYSE American rules, which exempts it from requirements for a majority-independent board and fully independent compensation and nominating committees[422](index=422&type=chunk) - The Board of Directors has three standing committees: Audit, Compensation, and Nominating and Corporate Governance[431](index=431&type=chunk)[433](index=433&type=chunk)[435](index=435&type=chunk) [Item 11. Executive Compensation](index=96&type=section&id=ITEM%2011.%20EXECUTIVE%20COMPENSATION) For FY2023, base salaries for COO, CFO, and CLO were **$425,000** each, while the CEO's salary was **$400,000**, with independent directors receiving annual retainers and stock awards Executive Compensation Summary | Name and Principal Position | Year | Salary ($) | Bonus ($) | Total ($) | | :--- | :--- | :--- | :--- | :--- | | David W. Neibert, COO | 2023 | 425,000 | 0 | 425,000 | | Nicholas D. Gerber, CEO | 2023 | 400,000 | 0 | 400,000 | | Stuart P. Crumbaugh, CFO | 2023 | 425,000 | 0 | 425,000 | | Carolyn Yu, CLO | 2023 | 425,000 | 0 | 425,000 | - Independent directors receive compensation in the form of cash fees and stock awards. For FY2023, several independent directors received **$18,918 in cash fees** and a **$5,000 stock award**[446](index=446&type=chunk) [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=98&type=section&id=ITEM%2012.%20SECURITY%20OWNERSHIP%20OF%20CERTAIN%20BENEFICIAL%20OWNERS%20AND%20MANAGEMENT%20AND%20RELATED%20STOCKHOLDER%20MATTERS) As of September 27, 2022, Nicholas D. Gerber (**45.21%**) and Scott Schoenberger (**11.64%**) are key beneficial owners, collectively controlling **56.84%** of voting stock Beneficial Ownership Summary | Name of Beneficial Owner | Amount Owned | Percent of Class | | :--- | :--- | :--- | | Nicholas D. Gerber | 18,250,015 | 45.21% | | Scott Schoenberger | 4,697,993 | 11.64% | | Sheila Gerber | 3,183,929 | 7.89% | | Gerber Family Trust | 5,623,543 | 13.93% | | Officers and Directors as a Group | 23,234,856 | 57.55% | - Messrs. Gerber and Schoenberger have a voting agreement, representing **56.84% of the Voting Stock**, to vote for each other's election to the Board[456](index=456&type=chunk) [Item 13. Certain Relationships and Related Transactions, and Director Independence](index=100&type=section&id=ITEM%2013.%20CERTAIN%20RELATIONSHIPS%20AND%20RELATED%20TRANSACTIONS%2C%20AND%20DIRECTOR%20INDEPENDENCE) The company's 'controlled company' status impacts director independence, with key related party transactions from a 2015 Securities Purchase Agreement and 2016 convertible promissory notes, now repaid - The company applies NYSE American Section 803 definitions for director independence but is exempt from certain requirements due to its 'controlled company' status[457](index=457&type=chunk) - In 2015, Nicholas Gerber and Scott Schoenberger acquired a controlling interest (approx. **70% of voting control**) in the company for **$3 million** through a Securities Purchase Agreement[461](index=461&type=chunk) - In 2016, trusts affiliated with Mr. Gerber and Mr. Schoenberger provided **$600,000** in promissory notes to the company, which were subsequently repaid in full with interest[462](index=462&type=chunk) [Item 14. Principal Accountant Fees and Services](index=102&type=section&id=ITEM%2014.%20PRINCIPAL%20ACCOUNTANT%20FEES%20AND%20SERVICES) For FY2023, the company incurred total fees of **$587,306** from its principal independent accountant for audit, tax, and other services, all pre-approved Principal Accountant Fees | Fee Category | FY 2023 ($) | FY 2022 ($) | | :--- | :--- | :--- | | Audit Fees | 390,816 | 309,802 | | Tax Fees | 164,390 | 171,753 | | All Other Fees | 32,100 | 213,918 | | **Total** | **587,306** | **695,473** | - All audit and non-audit services provided by the principal accountant are pre-approved by the Audit Committee[467](index=467&type=chunk) Part IV [Item 15. Exhibits, Financial Statement Schedules](index=104&type=section&id=ITEM%2015.%20EXHIBITS%2C%20FINANCIAL%20STATEMENT%20SCHEDULES.) This section lists the exhibits filed as part of the Form 10-K, including corporate governance documents, employment agreements, and SOX certifications - The exhibits include the company's Amended Articles of Incorporation, Bylaws, the 2021 Omnibus Equity Incentive Plan, various employment agreements, and CEO/CFO certifications[470](index=470&type=chunk)

[PART I. FINANCIAL INFORMATION](index=5&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) This section provides the unaudited condensed consolidated financial statements and related disclosures for The Marygold Companies, Inc [Item 1. Financial Statements (Unaudited)](index=5&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) This section presents the unaudited condensed consolidated financial statements for the three and nine-month periods ended March 31, 2023, and March 31, 2022 Condensed Consolidated Balance Sheet Highlights (Unaudited) | Balance Sheet Items | March 31, 2023 | June 30, 2022 | | :--- | :--- | :--- | | **Current Assets** | | | | Cash and cash equivalents | $9.86 million | $12.92 million | | Total current assets | $25.96 million | $25.24 million | | **Total Assets** | **$34.73 million** | **$35.31 million** | | **Current Liabilities** | | | | Accounts payable and accrued expenses | $2.41 million | $2.81 million | | Total current liabilities | $3.66 million | $4.81 million | | **Total Liabilities** | **$4.83 million** | **$6.27 million** | | **Total Stockholders' Equity** | **$29.91 million** | **$29.04 million** | Condensed Consolidated Statements of Income Highlights (Unaudited) | Income Statement Items | Three Months Ended Mar 31, 2023 | Three Months Ended Mar 31, 2022 | Nine Months Ended Mar 31, 2023 | Nine Months Ended Mar 31, 2022 | | :--- | :--- | :--- | :--- | :--- | | **Net Revenue** | **$8.30 million** | **$8.79 million** | **$26.00 million** | **$27.96 million** | | Gross Profit | $6.10 million | $6.73 million | $19.55 million | $20.83 million | | Income from Operations | $0.17 million | $1.04 million | $1.05 million | $0.72 million | | **Net Income** | **$0.15 million** | **$0.87 million** | **$0.83 million** | **$0.01 million** | | **Basic EPS** | **$0.00** | **$0.02** | **$0.02** | **$0.00** | | **Diluted EPS** | **$0.00** | **$0.02** | **$0.02** | **$0.00** | Condensed Consolidated Statements of Cash Flows Highlights (Unaudited) | Cash Flow Items | Nine Months Ended Mar 31, 2023 | Nine Months Ended Mar 31, 2022 | | :--- | :--- | :--- | | Net cash provided by (used in) operating activities | $0.82 million | ($1.77 million) | | Net cash (used in) investing activities | ($4.40 million) | ($1.00 million) | | Net cash (used in) provided by financing activities | ($0.02 million) | $2.97 million | | **Net (Decrease) Increase in Cash** | **($3.65 million)** | **$0.11 million** | [Notes to Condensed Consolidated Financial Statements](index=14&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed explanations of the company's significant accounting policies and breakdowns of financial statement items - The company operates through several wholly-owned subsidiaries in diverse industries and geographies, including **USCF Investments** (U.S. fund management), **Gourmet Foods** (New Zealand food products), **Brigadier** (Canadian security systems), **Original Sprout** (U.S. beauty products), **Marygold & Co.** (U.S. Fintech development), and **Marygold UK** (UK asset management) [32](index=32&type=chunk) Revenue by Segment (Unaudited) | Segment | Three Months Ended Mar 31, 2023 | Three Months Ended Mar 31, 2022 | Nine Months Ended Mar 31, 2023 | Nine Months Ended Mar 31, 2022 | | :--- | :--- | :--- | :--- | :--- | | U.S.A. : investment fund management | $5.02 million | $5.87 million | $15.71 million | $17.23 million | | U.S.A. : beauty products | $0.75 million | $0.70 million | $2.33 million | $2.72 million | | New Zealand : food industry | $1.82 million | $1.67 million | $5.70 million | $6.13 million | | Canada : security systems | $0.58 million | $0.56 million | $1.87 million | $1.89 million | | U.K.: financial services | $0.13 million | - | $0.39 million | - | - On June 20, 2022, Marygold UK acquired Tiger Financial and Asset Management Limited for **£2.38 million (approx. US$2.91 million)**, with **£0.5 million** remaining payable as of March 31, 2023 [132](index=132&type=chunk) - The company is involved in several legal proceedings through its subsidiary USCF related to the United States Oil Fund, LP (USO), including a **$2.5 million** settled investigation with the SEC and CFTC, a dismissed action by Optimum Strategies, and ongoing securities and derivative litigations [155](index=155&type=chunk)[156](index=156&type=chunk)[165](index=165&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=50&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the financial results for the three and nine-month periods ended March 31, 2023, covering consolidated results and segment performance Q3 FY2023 vs Q3 FY2022 Performance | Metric | Q3 2023 | Q3 2022 | Change | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Revenue | $8.3M | $8.8M | ($0.5M) | -5.7% | | Operating Income | $0.2M | $1.0M | ($0.8M) | -80.0% | | Net Income | $0.2M | $0.9M | ($0.7M) | -82.0% | Nine Months FY2023 vs Nine Months FY2022 Performance | Metric | 9M 2023 | 9M 2022 | Change | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Revenue | $26.0M | $28.0M | ($2.0M) | -7.1% | | Operating Income | $1.0M | $0.7M | $0.3M | +42.9% | | Net Income | $0.8M | $0.01M | $0.8M | +6,571% | - The increase in nine-month operating and net income was primarily due to a **$2.5 million** SEC/CFTC legal settlement incurred in the prior-year period [196](index=196&type=chunk)[200](index=200&type=chunk)[211](index=211&type=chunk) - The company's liquidity remains strong with **$10.3 million** in cash and cash equivalents and a working capital position of **$22 million** as of March 31, 2023, despite investments in acquisitions and Fintech development [251](index=251&type=chunk)[252](index=252&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=66&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a "smaller reporting company," The Marygold Companies is not required to provide the information for this item - The company states it is not required to provide this information as it qualifies as a "smaller reporting company" [261](index=261&type=chunk) [Item 4. Controls and Procedures](index=66&type=section&id=Item%204.%20Controls%20and%20Procedures) Management evaluated the company's disclosure controls and procedures and concluded they were effective as of March 31, 2023 - The company's principal executive officer and principal financial officer concluded that disclosure controls and procedures were **effective** as of the end of the period covered by the report [263](index=263&type=chunk) - No significant changes were made to the company's internal control over financial reporting during the quarter [264](index=264&type=chunk) [PART II. OTHER INFORMATION](index=68&type=section&id=PART%20II.%20OTHER%20INFORMATION) This section covers various other information, including legal proceedings, risk factors, and exhibits [Item 1. Legal Proceedings](index=68&type=section&id=Item%201.%20Legal%20Proceedings) This section details ongoing and resolved legal matters involving the company's subsidiary, USCF, and its fund, USO - The **Optimum Strategies Action** lawsuit against USO and USCF was dismissed by the court on March 15, 2023 [268](index=268&type=chunk)[270](index=270&type=chunk) - In November 2021, USCF and USO resolved investigations with the SEC and CFTC, paying a total civil monetary penalty of **$2.5 million** related to disclosures during market volatility in 2020 [271](index=271&type=chunk)[277](index=277&type=chunk) - The **In re: USO Securities Litigation**, a consolidated class action lawsuit, is pending against USCF, USO, and individuals, alleging violations of securities laws related to disclosures in early 2020, which the company intends to vigorously contest [278](index=278&type=chunk)[279](index=279&type=chunk)[281](index=281&type=chunk) - Several derivative actions related to the same 2020 market events are stayed pending the outcome of the main securities litigation, and the company also intends to vigorously contest these claims [282](index=282&type=chunk)[285](index=285&type=chunk)[289](index=289&type=chunk) [Item 1A. Risk Factors](index=72&type=section&id=Item%201A.%20Risk%20Factors) The company highlights risks from abrupt changes in market and economic conditions, specifically noting recent banking sector instability - The company identifies significant risk from general economic conditions and financial market volatility, which can directly impact its financial services business [291](index=291&type=chunk) - Recent banking failures, such as Silicon Valley Bank (SVB), are cited as a risk factor, with potential indirect impacts on the company's ability to access cash if instability spreads [292](index=292&type=chunk) - There have been no other material changes to the risk factors previously disclosed in the company's registration statement and Annual Report on Form 10-K [294](index=294&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=73&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reports no unregistered sales of equity securities during the period - None reported for the period [295](index=295&type=chunk) [Item 3. Defaults Upon Senior Securities](index=73&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities - None reported for the period [296](index=296&type=chunk) [Item 4. Mine Safety Disclosures](index=73&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable [297](index=297&type=chunk) [Item 5. Other Information](index=73&type=section&id=Item%205.%20Other%20Information) The company confirms it was not impacted by the failure of Silicon Valley Bank (SVB) - The company states it was not impacted by the failure of Silicon Valley Bank (SVB) and endeavors to keep deposits below the FDIC insured amount of **$0.25 million** [298](index=298&type=chunk) [Item 6. Exhibits](index=74&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including corporate governance documents and required certifications - The report includes a list of filed exhibits, such as the Amended Articles of Incorporation, Bylaws, the 2021 Omnibus Equity Incentive Plan, and certifications from the CEO and CFO as required by the Sarbanes-Oxley Act [299](index=299&type=chunk)

[PART I. FINANCIAL INFORMATION](index=6&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) This section provides the company's unaudited condensed consolidated financial statements, management's discussion and analysis, market risk disclosures, and internal controls assessment [Item 1. Financial Statements](index=6&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited condensed consolidated financial statements for the three and six-month periods ended December 31, 2022, including balance sheets, income statements, cash flows, and detailed notes [Condensed Consolidated Balance Sheets](index=6&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) This section presents the company's financial position at specific dates, detailing assets, liabilities, and equity | Metric | Dec 31, 2022 | June 30, 2022 | | :--- | :--- | :--- | | **Total Current Assets** | $26,165,190 | $25,238,382 | | **Total Assets** | $35,216,847 | $35,310,577 | | **Total Current Liabilities** | $4,204,784 | $4,807,649 | | **Total Liabilities** | $5,462,017 | $6,271,303 | | **Total Stockholders' Equity** | $29,754,830 | $29,039,274 | [Condensed Consolidated Statements of Income (Loss)](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Income%20%28Loss%29) This section details the company's financial performance over specific periods, including net revenue, gross profit, and net income or loss | Metric | Three Months Ended Dec 31, 2022 | Three Months Ended Dec 31, 2021 | | :--- | :--- | :--- | | **Net Revenue** | $8,772,248 | $9,445,116 | | **Gross Profit** | $6,541,294 | $7,027,318 | | **Income from Operations** | $100,114 | $1,326,565 | | **Net Income** | $181,794 | $1,023,335 | | **Basic and Diluted EPS** | $0.00 | $0.03 | | Metric | Six Months Ended Dec 31, 2022 | Six Months Ended Dec 31, 2021 | | :--- | :--- | :--- | | **Net Revenue** | $17,696,534 | $19,173,990 | | **Gross Profit** | $13,440,565 | $14,105,452 | | **Income (Loss) from Operations** | $876,991 | ($320,887) | | **Net Income (Loss)** | $678,962 | ($857,658) | | **Basic and Diluted EPS** | $0.02 | ($0.02) | - The significant improvement in income from operations for the six-month period is primarily due to a **$2.5 million legal settlement expense** recorded in the prior year period (ended Dec 31, 2021), which was absent in the current period[17](index=17&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=11&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) This section outlines the company's cash inflows and outflows from operating, investing, and financing activities over specific periods | Cash Flow Activity (Six Months Ended) | Dec 31, 2022 | Dec 31, 2021 | | :--- | :--- | :--- | | **Net cash provided by (used in) operating activities** | $1,017,595 | ($1,447,862) | | **Net cash provided by (used in) investing activities** | $64,650 | ($1,030,881) | | **Net cash used in financing activities** | ($12,672) | ($258,681) | | **Net Increase (Decrease) in Cash** | $1,057,181 | ($2,787,828) | | **Cash, Cash Equivalents and Restricted Cash, Ending Balance** | $14,986,080 | $13,299,116 | [Notes to Condensed Consolidated Financial Statements](index=13&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) These notes provide detailed explanations of the company's business structure, accounting policies, financial statement breakdowns, and segment-level data - The company operates through several wholly-owned subsidiaries in diverse sectors: **USCF Investments** (investment services), **Gourmet Foods** (food manufacturing in New Zealand), **Brigadier** (security systems in Canada), **Original Sprout** (hair/skin care products), **Marygold** (Fintech development), and **Marygold UK** (asset management in the UK)[24](index=24&type=chunk)[28](index=28&type=chunk) - On June 20, 2022, the company's subsidiary Marygold UK acquired **Tiger Financial and Asset Management Limited**, a UK-based asset manager, for a purchase price of **£2,382,372** (approx. **US$2.9 million**). This acquisition added a new financial services segment in the U.K.[125](index=125&type=chunk) - The company's subsidiary USCF and its fund USO are involved in several ongoing legal proceedings, including a putative class action and derivative lawsuits, stemming from market events in 2020. The company intends to vigorously contest these claims[145](index=145&type=chunk)[156](index=156&type=chunk)[160](index=160&type=chunk) | Segment | Revenue (Six Months Ended Dec 31, 2022) | Net Income (Loss) (Six Months Ended Dec 31, 2022) | | :--- | :--- | :--- | | U.S.A. : investment fund management | $10,685,606 | $3,567,038 | | U.S.A. : beauty products | $1,588,541 | ($61,102) | | New Zealand : food industry | $3,869,752 | $218,078 | | Canada : security systems | $1,294,860 | $180,408 | | U.K.: financial services | $257,775 | $23,056 | | Corporate headquarters | - | ($3,248,516) | | **Consolidated Total** | **$17,696,534** | **$678,962** | [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=47&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses financial results for the three and six-month periods ended December 31, 2022, highlighting revenue changes, net income turnaround, segment performance, and liquidity - For the three months ended Dec 31, 2022, consolidated revenue decreased by **$0.6 million YoY** to **$8.8 million**. Operating income fell sharply from **$1.3 million** to **$0.1 million**, and net income decreased by **81%** to **$0.2 million**[183](index=183&type=chunk)[186](index=186&type=chunk) - For the six months ended Dec 31, 2022, consolidated revenue decreased by **$1.5 million YoY** to **$17.7 million**. However, the company reported a net income of **$0.7 million** compared to a net loss of **($1.0) million** in the prior year, primarily because the prior period included a **$2.5 million legal settlement expense**[188](index=188&type=chunk)[189](index=189&type=chunk)[192](index=192&type=chunk) - As of December 31, 2022, the company had **$14.6 million in cash and cash equivalents** and a working capital position of **$22 million**, which management believes is sufficient to fund operations and pursue business objectives for the coming year[243](index=243&type=chunk)[244](index=244&type=chunk) [Segment Analysis](index=51&type=section&id=Segment%20Analysis) This sub-section provides a detailed operational and financial review of each business segment, comparing performance for the three and six-month periods - **USCF Investments:** Revenue for the six months ended Dec 31, 2022, decreased by **$0.7 million (6%)** to **$10.7 million** due to lower average Assets Under Management (AUM)[202](index=202&type=chunk) - **Gourmet Foods:** Net revenues for the six months decreased from **$4.5 million** to **$3.9 million**, attributed to a changing product mix in response to rising raw ingredient costs[211](index=211&type=chunk) - **Brigadier Security:** Showed stable performance with net revenues remaining flat at **$1.3 million** for the six-month period, and net income increasing from **$141 thousand** to **$181 thousand**[221](index=221&type=chunk)[223](index=223&type=chunk) - **Original Sprout:** Net revenues for the six months decreased from **$2.0 million** to **$1.6 million** due to restructuring of domestic distribution channels and increased online competition[229](index=229&type=chunk) - **Marygold & Co. (UK):** This new segment, following the acquisition of Tiger Financial, generated **$258 thousand in revenue** and **$23 thousand in net income** for the six months ended Dec 31, 2022[232](index=232&type=chunk)[237](index=237&type=chunk)[239](index=239&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=63&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company is exempt from providing quantitative and qualitative disclosures about market risk due to its status as a "smaller reporting company" - The company is exempt from providing quantitative and qualitative disclosures about market risk due to its status as a **"smaller reporting company"**[253](index=253&type=chunk) [Controls and Procedures](index=63&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of December 31, 2022, with no material changes in internal control over financial reporting - The company's Chief Executive Officer and Chief Financial Officer concluded that disclosure controls and procedures were effective as of the end of the reporting period[255](index=255&type=chunk) - No significant changes were made to the company's internal control over financial reporting during the quarter[256](index=256&type=chunk) [PART II. OTHER INFORMATION](index=65&type=section&id=PART%20II.%20OTHER%20INFORMATION) This section provides information on legal proceedings, risk factors, unregistered equity sales, and a list of filed exhibits [Legal Proceedings](index=65&type=section&id=Item%201.%20Legal%20Proceedings) This section details ongoing litigation involving USCF and its fund USO, including class action and derivative lawsuits, which the company intends to vigorously defend - The company's subsidiary, USCF, and its fund, USO, are defendants in multiple ongoing lawsuits, including the **Optimum Strategies Action**, a consolidated class action, and derivative actions, all related to market events in 2020[260](index=260&type=chunk)[269](index=269&type=chunk)[276](index=276&type=chunk) - The company intends to vigorously contest all pending claims and has moved for their dismissal. No accrual for potential losses from these matters has been recorded as of December 31, 2022[262](index=262&type=chunk)[272](index=272&type=chunk)[280](index=280&type=chunk) - In November 2021, USCF and USO reached a settlement with the SEC and CFTC, paying aggregate civil monetary penalties of **$2.5 million**[263](index=263&type=chunk)[268](index=268&type=chunk) [Risk Factors](index=69&type=section&id=Item%201A.%20Risk%20Factors) There have been no material changes to the risk factors previously disclosed in the company's registration statement and Annual Report on Form 10-K - There have been no material changes to the risk factors previously disclosed by the company[282](index=282&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=69&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reported no unregistered sales of equity securities during the period - None[283](index=283&type=chunk) [Exhibits](index=70&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed as part of the Form 10-Q, including corporate governance documents, employment agreements, and SEC certifications - A list of filed exhibits is provided, including **Articles of Incorporation**, **Bylaws**, the **2021 Omnibus Equity Incentive Plan**, various employment agreements, and **CEO/CFO certifications**[288](index=288&type=chunk)

Company Overview - The Marygold Companies, Inc is a global holding company focused on building shareholder value through acquisitions, development, and operation of diverse, wholly-owned subsidiaries[2] - In fiscal year 2022, the company reported revenue of $38 million and pre-tax income of $2.4 million[4] - The company has 40.4 million shares outstanding[5] and employs 114 people globally[6] Strategic Growth - The company's strategic approach involves acquiring diverse businesses to mitigate dependence on a single segment[8] - The company focuses on acquiring established, profitable companies with experienced management teams and sustainable business models[9] - The company is finalizing the development of the Marygold Mobile Banking App through its Marygold & Co subsidiary[3, 11] Marygold Mobile Banking App - The Marygold Mobile Banking App is in the final beta-testing phase, with launch planning underway[11] - The app offers features such as in-house development for control and customer service, embedded AI and voice recognition, and bank-agnostic payment processing[12] - The app provides FDIC-insured accounts and enables users to send, receive, spend, and save money, even to recipients without the app[13] Subsidiary Performance - USCF (United States Commodity Funds LLC) contributed approximately 63% of the total MGLD 2022 revenues, with revenues of $24 million and ~$4.9 billion in assets under management as of June 30, 2022[65] - Gourmet Foods in New Zealand contributed approximately 21% of total MGLD 2022 revenues, with net revenues of $7.9 million and a gross margin of 25%[68] - Brigadier Security Systems in Canada contributed approximately 7% of total MGLD 2022 revenues, with net revenues of $2.5 million and a gross margin of 54%[69] - Original Sprout contributed approximately 9% of total MGLD 2022 revenues, with net revenues of $3.5 million and a gross margin of 41%[70]

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED JUNE 30, 2022 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-29913 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K The Marygold Companies, Inc. (Exact name of registrant as specified in its charter) Nevada (state of incorporation) 90-1133909 (IRS Employer Identification No.) 12 ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2022 OR ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to . Commission File Number: 000-29913 THE MARYGOLD COMPANIES, INC. (Exact name of registrant as specified in its charter) Nevada 90-1133909 (State or ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended December 31, 2021 OR ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to . Commission File Number: 000-29913 CONCIERGE TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Nevada 90-1133909 (State ...