8-K

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): September 29, 2022

The Marygold Companies, Inc.

(Exact name of registrant as specified in its charter)

Nevada	000-29913	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)	(Zip Code)

Registrant’s telephone number, including area code: (949)-429-5370

(Former name or former address, if changed since last report)

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 September 29, 2022, The Marygold Companies, Inc. (the “Company”) issued a press release announcing certain financial results for the fourth quarter and full year period ended June 30, 2022. A copy of the press release is attached as Exhibit 99.1.

The information in this Current Report, including the exhibits hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained in this Item 2.02 and in the accompanying Exhibit 99.1 shall not be incorporated by reference into any registration statement or other document filed by the Company with the Securities and Exchange Commission, whether made before or after the date of this Current Report, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit Number	Description
99.1	Press Release dated September 29, 2022
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities and 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.

By:         /s/ Nicholas Gerber

Name:         Nicholas Gerber

Title:         Chief Executive Officer

Dated: September 29, 2022

EX-99.1

Exhibit 99.1

The Marygold Companies Reports Financial Results for Fiscal 2022

-Company Reports Profitable Operations and Further Strengthening of Balance Sheet-

San Clemente, Calif., September 29, 2022—The Marygold Companies, Inc. (“Marygold” or the “Company”) (NYSE American: MGLD) (formerly Concierge Technologies, Inc.), a diversified global holding firm, today reported financial results for the fiscal year ended June 30, 2022.

Net revenues for the 2022 fiscal year amounted to $37.8 million, compared with $39.9 million for the fiscal year ended 202. Net income for the 2022 fiscal year was $1.1 million, equal to $0.03 per share, versus $5.8 million, equal to $0.15 per share, for the fiscal year ended 2021.

For the fourth quarter ended June 30, 2022, revenues were $9.9 million, compared with $9.7 million for the same period last year. Net income for the most recent fourth quarter was $1.1 million, equal to $.03 per share, as compared to $0.7 million for the prior year.

During the year ended June 30, 2022, the Company’s cash position and net income were negatively impacted by an aggregate of $5.7 million in expenses in connection with a cash payment of $2.5 million in the first fiscal quarter related to a legal settlement, and by an additional $3.2 million expensed during the year toward completion of the Marygold & Co. (a wholly owned subsidiary of the Company) fintech mobile banking app.

The Company’s balance sheet remained strong at June 30, 2022, with total assets increasing to $35.3 million from $31.5 million at the end of the prior fiscal year. Total stockholders’ equity rose to $29.0 million at June 30, 2022, from $25.3 million a year ago. Cash and cash equivalents at the 2022 fiscal year-end amounted to $12.9 million, compared with $16.0 million at June 30, 2021, with the decline attributed to the aforementioned legal settlement expenses and product development costs. The Company ended the year essentially debt-free, after having paid its remaining related-party debt and interest of approximately $740,000 during the last quarter.

Revenues at the Company’s principal subsidiary, USCF Investments, were $1.3 million lower during fiscal 2022 compared with the prior year because of lower average assets under management (“AUM”). For fiscal 2022, AUM averaged $4.4 billion, compared with $4.9 billion in fiscal 2021.

The Marygold Companies’ other principal operating subsidiaries - Gourmet Foods, Brigadier Security Systems and Original Sprout - all were profitable but suffered shrinking margins, averaging approximately 18% below those of fiscal 2021, due primarily to the lingering impact of the COVID-19 pandemic, along with the effects of inflationary pressures, higher costs of raw materials, shipping and labor costs. Fiscal 2022 revenues for this group overall were off by approximately 5% from the revenues of fiscal 2021. Management expects this trend to be reversing as the global economy rebounds from the pandemic effects in the coming fiscal year.

“From a corporate development and operating perspective, excellent foundational progress was made in fiscal 2022 to position the Company for the future,” said David Neibert, Chief Operations Officer of The Marygold Companies. “Among key accomplishments were the formation of a wholly owned subsidiary, Marygold & Co. (UK) Limited, which, in June 2022 acquired Tiger Financial & Asset Management Limited for approximately $2.9 million, an established and certified investment advisor in the U.K. Also during the fiscal year, the Company’s securities were up listed to the New York American Stock Exchange, and we changed our corporate name to align with our Marygold & Co. subsidiary, which is currently beta testing its proprietary consumer fintech app for sending, receiving, spending and saving securely through mobile devices.”

Nicholas Gerber, Chief Executive Officer, said, “I am proud of our talented, hard-working team, which enabled the Company to maintain profitability and accomplish so much in a challenging external economic environment. We achieved many corporate objectives during the past year in keeping with our overarching goal of building a diversified, profitable and stable corporation that provides long-term value for our shareholders.”

Business Units

The Company’s USCF Investments subsidiary, www.uscfinvestments.com, acquired in December 2016 and based in Walnut Creek, Calif., serves as manager, operator or investment adviser to 12 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 August 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 July 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 June 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 at the end of 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, 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 in the development stage as it works toward introduction of a fintech mobile banking app. https://marygoldandco.com/.

Marygold & Co. (UK) Limited, formed in the U.K. during August 2021, operates through its recently acquired subsidiary, 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 March 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, 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, the launch of the Company’s fintech mobile banking app, 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 Annual Report on Form 10-K filed with the Securities and Exchange Commission on September 28, 2022, 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. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	June 30, 2022			June 30, 2021
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	12,915,620		$	16,072,955
Accounts receivable, net		959,350			1,070,541
Accounts receivable - related parties		2,230,874			2,038,054
Inventories		2,200,742			1,951,792
Prepaid income tax and tax receivable		1,166,318			747,343
Investments, at fair value		5,065,931			1,828,926
Other current assets		699,547			399,524
Total current assets		25,238,382			24,109,135
Restricted cash		1,013,279			13,989
Property, plant and equipment, net		1,391,894			1,573,445
Operating lease right-of-use asset		1,357,686			1,058,199
Goodwill		2,307,202			1,043,473
Intangible assets, net		2,708,896			2,341,803
Deferred tax assets, net - United States		753,078			827,476
Other assets, long - term		540,160			540,160
Total assets	$	35,310,577		$	31,507,680
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses	$	2,805,790		$	3,862,874
Expense waivers – related parties		70,199			69,684
Operating lease liabilities, current portion		660,957			513,071
Purchase consideration payable		1,237,207			-
Notes payable - related parties		-			603,500
Loans-property and equipment, current portion		33,496			15,094
Total current liabilities		4,807,649			5,064,223
LONG-TERM LIABILITIES
Loans-property and equipment, net of current portion		459,178			379,804
Operating lease liabilities, net of current portion		743,923			607,560
Deferred tax liabilities, net - foreign		260,553			169,429
Total long-term liabilities		1,463,654			1,156,793
Total liabilities		6,271,303			6,221,016
STOCKHOLDERS' EQUITY
Convertible preferred stock, $0.001 par value; 50,000,000 shares authorized
Series B: 49,360 shares issued and outstanding at June 30, 2022 and at June 30, 2021		49			49
Common stock, $0.001 par value; 900,000,000 shares authorized; 39,383,459 shares issued and outstanding at June 30, 2022 and 37,485,959 at June 30, 2021		39,384			37,486
Additional paid-in capital		12,313,205			9,330,843
Accumulated other comprehensive (loss) income		(234,790	)		142,581
Retained earnings		16,921,426			15,775,705
Total stockholders' equity		29,039,274			25,286,664
Total liabilities and stockholders' equity	$	35,310,577		$	31,507,680

The accompanying notes are an integral part of these consolidated financial statements.

THE MARYGOLD COMPANIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

	Year Ended			Year Ended
	June 30, 2022			June 30, 2021
Net revenue
Fund management - related party	$	23,835,348		$	25,169,182
Food products		7,930,888			8,263,267
Security systems		2,533,098			2,715,487
Beauty products and other		3,529,789			3,756,512
Net revenue		37,829,123			39,904,448
Cost of revenue		9,194,783			9,290,616
Gross profit		28,634,340			30,613,832
Operating expense
Salaries and compensation		8,812,081			8,843,618
General and administrative expense		6,794,645			7,140,870
Fund operations		4,600,535			3,658,593
Marketing and advertising		2,985,659			2,952,295
Legal settlement		2,500,000			-
Depreciation and amortization		561,019			599,979
Total operating expenses		26,253,939			23,195,355
Income from operations		2,380,401			7,418,477
Other income (expense):
Interest and dividend income		35,357			28,823
Interest expense		(31,512	)		(40,375	)
Other (expense) income, net		(26,125	)		227,976
Total other (expense) income, net		(22,280	)		216,424
Income before income taxes		2,358,121			7,634,901
Provision of income taxes		(1,212,400	)		(1,785,458	)
Net income	$	1,145,721		$	5,849,443
Weighted average shares
Basic and diluted		39,034,611			38,473,159
Net income per share
Basic and diluted	$	0.03		$	0.15

The accompanying notes are an integral part of these consolidated financial statements.

THE MARYGOLD COMPANIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the years ended
	2022			2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	1,145,721		$	5,849,443
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		561,019			599,979
Deferred taxes		51,689			(19,092	)
Bad debt expense		4,350			9,753
Inventory provision		10,509			65,021
Unrealized gain on investments		(28,474	)		(582	)
(Gain) loss on disposal of equipment		(17,455	)		18,813
Operating lease right of use asset - non-cash lease cost		764,311			614,506
(Increase) decrease in operating assets:
Accounts receivable, net		44,356			(306,596	)
Accounts receivable - related party		(192,820	)		572,863
Prepaid income taxes and tax receivable		(431,005	)		114,083
Inventories		(379,905	)		(787,081	)
Other current assets		(287,750	)		223,590
Increase (decrease) in operating liabilities:
Accounts payable and accrued expenses		(1,048,279	)		978,726
Operating lease liabilities		(777,082	)		(361,823	)
Expense waivers - related party		515			(352,207	)
Net cash (used in) provided by operating activities		(580,300	)		7,219,396
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash paid for acquisition of business, net		(508,851	)		(1,115,545	)
Purchase of property, plant and equipment		(44,041	)		(77,721	)
Proceeds from sale of property, plant and equipment		31,612			-
Proceeds from sale of investments		508,122			-
Purchase of investments		(3,712,250	)		(7,827	)
Net cash used in investing activities		(3,725,408	)		(1,201,093	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash received from sale of common stock, net		2,984,260			-
Repayment of related party loans		(603,500	)		-
Repayment of property and equipment loans		(41,884	)		(28,434	)
Net cash provided by (used in) financing activities		2,338,876			(28,434	)
Effect of exchange rate change on cash, cash equivalents and restricted cash		(191,213	)		271,033
NET (DECREASE) INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH		(2,158,045	)		6,260,902
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING BALANCE		16,086,944			9,826,042
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, ENDING BALANCE	$	13,928,899		$	16,086,944
Cash and cash equivalents	$	12,915,620		$	16,072,955
Restricted cash		1,013,279			13,989
Total cash, cash equivalents and restricted cash shown in statement of cash flows	$	13,928,899		$	16,086,944
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest paid	$	16,401		$	16,095
Income taxes paid, net	$	1,704,970		$	1,688,781
NON CASH INVESTING AND FINANCING ACTIVITIES
Reclassification of business acquisition deposit	$	-		$	122,111
Purchase consideration payable	$	1,237,207		$	-
Fair value of warrants of common stock issued to underwriters	$	132,000		$	-
Acquistion of equipment through finance lease liability	$	150,625		$	-
Establishment of operating right-of-use assets through operating lease obligations	$	1,057,965		$	730,741

The accompanying notes are an integral part of these consolidated financial statements.

XML

Document And Entity Information	Sep. 29, 2022
Document Information [Line Items]
Entity, Registrant Name	The Marygold Companies, Inc.
Document, Type	8-K
Document, Period End Date	Sep. 29, 2022
Entity, Incorporation, State or Country Code	NV
Entity, File Number	000-29913
Entity, Tax Identification Number	90-1133909
Entity, Address, Address Line One	120 Calle Iglesia, 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
Trading Symbol	MGLD
Security Exchange Name	NYSE
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0001005101