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): November 14, 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

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 November 14, 2022, The Marygold Companies, Inc. issued a press release announcing its financial results for the three months ended September 30, 2022. 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) 99.1	Exhibits. Earnings Press Release Dated November 14, 2022.
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: November 15, 2022	By:	/s/ Nicholas Gerber
		Nicholas Gerber
		Chief Executive Officer

EX-99.1

Exhibit 99.1

The Marygold Companies Reports Financial Results for 2023 First Fiscal Quarter

-Company Remains Profitable, with Strong Balance Sheet-

San Clemente, Calif., November 14, 2022—The Marygold Companies, Inc. (“TMC,” or the “Company”) (NYSE American: MGLD) (formerly Concierge Technologies, Inc.), a diversified global holding firm, today reported financial results for the first fiscal quarter ended September 30, 2022.

Net revenues for the first fiscal quarter of 2023 were $8.9 million, versus $9.7 million for the first three months of fiscal 2022. Net income for the three months ended September 30, 2022 was $497 thousand, equal to 0.01 per share, compared with a net loss of $1.9 million, or a loss of $0.05 per share, for the three months ended September 30, 2021, which included a legal settlement of $2.5 million.

The Company’s balance sheet remained strong at September 30, 2022. Cash and cash equivalents grew to $13.4 million at September 30, 2022, from $12.9 million at June 30, 2022. Total assets amounted to $34.9 million, compared with $35.3 million at June 30, 2022. The decrease in total assets is attributed to currency translation values in the Company’s foreign holdings in New Zealand, Canada and the U.K., where the U.S. dollar strengthened significantly against these currencies, reducing the value of foreign assets on the consolidated balance sheet. Total stockholders’ equity rose to $29.2 million at September 30, 2022, from $29.0 million at June 30, 2022, despite the negative impact of foreign currency translations.

“Our principal operating units were each profitable for the first quarter of fiscal year 2023, although the Company’s consolidated performance was impacted primarily by two factors: lower assets under management (“AUM”) at USCF Investments, our largest subsidiary, and the continuing investment toward development of our mobile fintech app at Marygold & Co.,” said David Neibert, Chief Operations Officer of The Marygold Companies. “While average AUM at USCF Investments dropped by approximately $300 million from June 30 to September 30, 2022, revenues were only down by approximately $238 thousand from those of the quarter ended September 30, 2021.

“Our other operating subsidiaries, Original Sprout, Gourmet Foods and Brigadier Security Systems, had approximately the same revenue performance as in the comparable prior year quarter. However, the gross profit from each of these business units were 2% to 9% higher than the prior year, due in large part to a transition toward a more profitable product mix and sales channels,” Neibert added.

Nicholas Gerber, TMC’s Chief Executive Officer, said, “Our multi-operating unit strategy is working and producing profitable results for our shareholders. With stable, sustainable earnings from our subsidiaries, we are able to continue our investment in new ventures, namely Marygold & Co. We are excited about the progress being made completing the development of a mobile fintech app, which straddles both the consumer and financial services sectors. The mobile banking app, now in final testing phases, has been developed to provide users with a unified platform for spending, saving and investing, while offering detailed transaction reporting coupled with ease of use.”

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, completing the development 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

Financial Tables Follow

THE MARYGOLD COMPANIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

	September 30, 2022			June 30, 2022 (1)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	13,370,714		$	12,915,620
Accounts receivable, net		1,069,275			959,350
Accounts receivable - related parties		1,665,578			2,230,874
Inventories		2,283,538			2,200,742
Prepaid income tax and tax receivable		1,092,544			1,166,318
Investments, at fair value		5,212,326			5,065,931
Other current assets		722,544			699,547
Total current assets		25,416,519			25,238,382
Restricted cash		929,533			1,013,279
Property, plant and equipment, net		1,253,371			1,391,894
Operating lease right-of-use asset		1,129,352			1,357,686
Goodwill		2,307,202			2,307,202
Intangible assets, net		2,608,268			2,708,896
Deferred tax assets, net - United States		753,078			753,078
Other assets, long - term		540,160			540,160
Total assets	$	34,937,483		$	35,310,577
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses	$	2,569,846		$	2,805,790
Expense waivers – related parties		140,647			70,199
Operating lease liabilities, current portion		629,244			660,957
Purchase consideration payable		1,113,860			1,237,207
Loans - property and equipment, current portion		31,132			33,496
Total current liabilities		4,484,729			4,807,649
LONG-TERM LIABILITIES
Loans - property and equipment, net of current portion		420,989			459,178
Operating lease liabilities, net of current portion		541,829			743,923
Deferred tax liabilities, net-foreign		260,553			260,553
Total long-term liabilities		1,223,371			1,463,654
Total liabilities		5,708,100			6,271,303
STOCKHOLDERS' EQUITY
Preferred stock, $0.001 par value; 50,000,000 shares authorized
Series B: 49,360 shares issued and outstanding at September 30, 2022 and at June 30, 2022		49			49
Common stock, $0.001 par value; 900,000,000 shares authorized; 39,383,459 shares issued and outstanding at September 30, 2022 and at June 30, 2022		39,384			39,384
Additional paid-in capital		12,319,905			12,313,205
Accumulated other comprehensive income		(548,549	)		(234,790	)
Retained earnings		17,418,594			16,921,426
Total stockholders' equity		29,229,383			29,039,274
Total liabilities and stockholders' equity	$	34,937,483		$	35,310,577

(1) Derived from audited financial statements

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

THE MARYGOLD COMPANIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(UNAUDITED)

	Three Months Ended September 30, 2022			Three Months Ended September 30, 2021
Net revenue
Fund management - related party	$	5,419,435		$	5,657,027
Food products		1,937,426			2,361,793
Security systems		628,892			690,856
Beauty products		804,078			1,021,071
Financial services		133,457			-
Net revenue		8,923,288			9,730,747
Cost of revenue		2,023,664			2,652,014
Gross profit		6,899,624			7,078,733
Operating expense
Salaries and compensation		2,368,368			2,131,298
General and administrative expense		1,686,658			2,113,820
Fund operations		1,140,588			1,101,617
Marketing and advertising		777,710			723,591
Depreciation and amortization		149,208			154,765
Legal settlement		-			2,500,000
Total operating expenses		6,122,532			8,725,091
Income (loss) from operations		777,092			(1,646,358	)
Other (expense) income:
Interest and dividend income		52,569			7,396
Interest expense		(7,794	)		(10,200	)
Other (expense) income		(98,369	)		6,993
Total other (expense) income, net		(53,594	)		4,189
Income (loss) before income taxes		723,498			(1,642,169	)
Provision of income taxes		(226,330	)		(238,824	)
Net income (loss)	$	497,168		$	(1,880,993	)
Weighted average shares of common stock
Basic		40,370,659			38,473,159
Diluted		40,399,873			38,473,159
Net income (loss) per common share
Basic and diluted	$	0.01		$	(0.05	)

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

THE MARYGOLD COMPANIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

	Three Months Ended September 30, 2022			Three Months Ended September 30, 2021
Net income (loss)	$	497,168		$	(1,880,993	)
Other comprehensive (loss):
Foreign currency translation loss		(313,759	)		(86,168	)
Comprehensive income (loss)	$	183,409		$	(1,967,161	)

THE MARYGOLD COMPANIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY 

FOR THE THREE MONTH PERIODS ENDED SEPTEMBER 30, 2022 AND SEPTEMBER 30, 2021

(UNAUDITED)

Period Ending September 30, 2022	Preferred Stock (Series B)				Common Stock
	Number of Shares		Amount		Number of Shares		Par Value		Additional Paid - in Capital		Accumulated Other Comprehensive (Loss)			Retained Earnings		Total Stockholders' Equity
Balance at July 1, 2022		49,360	$	49		39,383,459	$	39,384	$	12,313,205	$	(234,790	)	$	16,921,426	$	29,039,274
Loss on currency translation		-		-		-		-		-		(313,759	)		-		(313,759	)
Stock-based compensation		-		-		-		-		6,700		-			-		6,700
Net income		-		-		-		-		-		-			497,168		497,168
Balance at September 30, 2022		49,360	$	49		39,383,459	$	39,384	$	12,319,905	$	(548,549	)	$	17,418,594	$	29,229,383

Period Ending September 30, 2021	Preferred Stock (Series B)				Common Stock
	Number of Shares		Amount		Number of Shares		Par Value		Additional Paid - in Capital		Accumulated Other Comprehensive Income (Loss)			Retained Earnings			Total Stockholders' Equity
Balance at July 1, 2021		49,360	$	49		37,485,959	$	37,486	$	9,330,843	$	142,581		$	15,775,705		$	25,286,664
Loss on currency translation		-		-		-		-		-		(86,168	)		-			(86,168	)
Net loss		-		-		-		-		-		-			(1,880,993	)		(1,880,993	)
Balance at September 30, 2021		49,360	$	49		37,485,959	$	37,486	$	9,330,843	$	56,413		$	13,894,712		$	23,319,503

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

THE MARYGOLD COMPANIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the Three Month Period Ended
	September 30,
	2022			2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	497,168		$	(1,880,993	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		149,208			154,765
Stock-based compensation		6,700			-
Unrealized loss on investments		111,855			1,059
Loss on disposal of equipment		-			23,407
Operating lease right-of-use asset - non-cash lease cost		231,070			164,637
Decrease (increase) in current assets:
Accounts receivable, net		(179,083	)		(397,282	)
Accounts receivable - related party		565,296			276,224
Prepaid income taxes and tax receivable		61,872			(111,698	)
Inventories		(194,695	)		(154,924	)
Other current assets		(34,814	)		129,731
Decrease (increase) in current liabilities:
Accounts payable, accrued expenses and legal settlement		(149,343	)		2,786,828
Operating lease liabilities		(233,992	)		(166,417	)
Expense waivers - related party		70,448			38,328
Purchase consideration payable		(22,493	)		-
Net cash provided by operating activities		879,197			863,665
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, plant and equipment		(9,418	)		(3,560	)
Proceeds from sale of investments		-			506,462
Purchase of investments		(257,624	)		(423	)
Net cash (used in) provided by investing activities		(267,042	)		502,479
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of property and equipment loans		(3,476	)		(3,584	)
Net cash used in financing activities		(3,476	)		(3,584	)
Effect of exchange rate change on cash and cash equivalents		(237,331	)		(154,376	)
NET INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH		371,348			1,208,184
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING BALANCE		13,928,899			16,086,944
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, ENDING BALANCE	$	14,300,247		$	17,295,128
Cash and cash equivalents		13,370,714			17,282,128
Restricted cash		929,533			13,000
Total cash, cash equivalents and restricted cash shown in statement of cash flows	$	14,300,247		$	17,295,128
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest paid	$	4,018		$	4,080
Income taxes paid, net	$	70,557		$	286,768

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

XML

Document And Entity Information	Nov. 14, 2022
Document Information [Line Items]
Entity, Registrant Name	The Marygold Companies, Inc.
Document, Type	8-K
Document, Period End Date	Nov. 14, 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
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
Trading Symbol	MGLD
Security Exchange Name	NYSEAMER
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0001005101