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Note 2 - Investments

9 Months Ended

Mar. 31, 2023

Investments and Other Noncurrent Assets [Text Block]

NOTE 2. INVESTMENTS

As of March 31, 2023, the Company held investments carried at fair value on a recurring basis of $20.8 million and a cost basis of $27.6 million. The fair value of these investments is approximately 37.4 percent of the Company’s total assets at March 31, 2023. In addition, the Company held other investments of approximately $2.8 million and held-to-maturity debt investments of $1.0 million.

The cost basis of investments is adjusted for amortization of premium or accretion of discount on debt securities held or the recharacterization of distributions from investments in partnerships.

Concentrations of Credit Risk

A significant portion of the Company’s investments carried at fair value on a recurring basis is investments in USGIF, which were $12.4 million and $12.8 million as of March 31, 2023, and June 30, 2022, respectively, and investments in HIVE Blockchain Technologies Ltd. (“HIVE”), which were warrants and convertible debentures valued at $7.9 million at March 31, 2023, and $11.1 million at June 30, 2022. For these investments, the maximum amount of loss due to credit risk the Company could incur is the fair value of the financial instruments.

Fair Value Hierarchy

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The valuation techniques described below maximize the use of observable inputs and minimize the use of unobservable inputs in determining fair value.

The inputs used for measuring financial instruments at fair value are summarized in the three broad levels listed below:

Level 1 – Inputs represent unadjusted quoted prices for identical assets exchanged in active markets.

Level 2 – Inputs include directly or indirectly observable inputs (other than Level 1 inputs) such as quoted prices for similar assets exchanged in active or inactive markets; quoted prices for identical assets exchanged in inactive markets; other inputs that may be considered in fair value determinations of the assets, such as interest rates and yield curves; and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

Level 3 – Inputs include unobservable inputs used in the measurement of assets. The Company is required to use its own assumptions regarding unobservable inputs because there is little, if any, market activity in the assets and it may be unable to corroborate the related observable inputs. Unobservable inputs require management to make certain projections and assumptions about the information that would be used by market participants in valuing assets.

The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the financial instrument. The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. Because of the inherent uncertainties of valuation, the values reflected may materially differ from the values received upon actual sale of those investments.

The Company has established a Proprietary Valuation Committee (the “Committee”) to administer and oversee the Company’s valuation policies and procedures, which are approved by the Board of Directors, and to perform a periodic review of valuations provided by independent pricing services.

For actively traded securities, the Company values investments using the closing price of the securities on the exchange or market on which the securities principally trade. If the security is not traded on the last business day of the quarter, it is generally valued at the mean between the last bid and ask quotation. The fair value of a security that has a restriction is based on the quoted price for an otherwise identical unrestricted instrument that trades in a public market, adjusted for the estimated effect of the restriction. Mutual funds, which include open- and closed-end funds and exchange-traded funds, are valued at net asset value or closing price, as applicable.

For common share purchase warrants not traded on an exchange, the estimated fair value is determined using the Black-Scholes option-pricing model. This sophisticated model utilizes a number of assumptions in arriving at its results, including the estimated life, the risk-free interest rate, and historical volatility of the underlying common stock. The Company may change the assumption of the risk-free interest rate and utilize the yield curve for instruments with similar characteristics, such as credit ratings and jurisdiction, or change the expected volatility. The effects of changing any of the assumptions or factors employed by the Black-Scholes model may result in a significantly different valuation.

Certain convertible debt securities not traded on an exchange are valued by an independent valuation firm using a binomial lattice model based on factors such as yield, quality, maturity, coupon rate, type of issuance, individual trading characteristics of the underlying common shares and other market data. The model utilizes a number of assumptions in arriving at its results. The effects of changing any of the assumptions or factors utilized in the binomial lattice model, including expected volatility, credit adjusted discount rates, and discounts for lack of marketability, may result in a significantly different valuation for the securities.

For other securities included in the fair value hierarchy with unobservable inputs, the Committee considers a number of factors in determining a security’s fair value, including the security’s trading volume, market values of similar class issuances, investment personnel’s judgment regarding the market experience of the issuer, financial status of the issuer, the issuer’s management, and back testing, as appropriate. The fair values may differ from what may have been used had a broader market for these securities existed. The Committee reviews inputs and assumptions and reports material items to the Board of Directors. Securities which do not have readily determinable fair values are also periodically reviewed by the Committee.

The following tables summarize the major categories of investments with fair values adjusted on a recurring basis as of March 31, 2023, and June 30, 2022, and other investments with fair values adjusted on a nonrecurring basis, with fair values shown according to the fair value hierarchy.

	*March 31, 2023*
			*Significant*		*Significant*
	*Quoted*		*Other*		*Unobservable*
	*Prices*		*Inputs*		*Inputs*
(dollars in thousands)	*(Level 1)*		*(Level 2)*		*(Level 3)*		*Total*
Investments carried at fair value on a recurring basis:
Investments in equity securities:
Equities - International	$	516	$	-	$	222	$	738
Mutual funds - Fixed income		11,701		-		-		11,701
Mutual funds - Global equity		745		-		-		745
Total investments in equity securities:	$	12,962	$	-	$	222	$	13,184
Investments in debt securities:
Available-for-sale - Convertible debentures		-		-		7,649		7,649
Total investments carried at fair value on a recurring basis:	$	12,962	$	-	$	7,871	$	20,833
Investments carried at fair value on a nonrecurring basis:
Other investments ⁽¹⁾	$	-	$	-	$	1,634	$	1,634

^1.

Other investments include equity securities without readily determinable fair values that were adjusted as a result of the measurement alternative on dates during the nine months ended March 31, 2023. These securities are classified as level 3 due to the infrequency of the observable price changes and/or restrictions on the shares.

	*June 30, 2022*
			*Significant*		*Significant*
	*Quoted*		*Other*		*Unobservable*
	*Prices*		*Inputs*		*Inputs*
(dollars in thousands)	*(Level 1)*		*(Level 2)*		*(Level 3)*		*Total*
Investments carried at fair value on a recurring basis:
Investments in equity securities:
Equities - International	$	1,024	$	-	$	515	$	1,539
Mutual funds - Fixed income		12,138		-		-		12,138
Mutual funds - Global equity		623		-		-		623
Total investments in equity securities:	$	13,785	$	-	$	515	$	14,300
Investments in debt securities:
Available-for-sale - Convertible debentures		-		-		10,625		10,625
Total investments carried at fair value on a recurring basis:	$	13,785	$	-	$	11,140	$	24,925
Investments carried at fair value on a nonrecurring basis:
Other investments ⁽¹⁾	$	-	$	-	$	781	$	781

^1.

Other investments include equity securities without readily determinable fair values that were adjusted as a result of the measurement alternative on dates during the fiscal year ended June 30, 2022. These securities are classified as level 3 due to the infrequency of the observable price changes and/or restrictions on the shares.

The securities classified as Level 3 and carried at fair value on a recurring basis in the preceding tables are investments in HIVE Blockchain Technologies Ltd. (“HIVE”), which were warrants and convertible debentures valued at $7.9 million at March 31, 2023, and $11.1 million at June 30, 2022. The Company utilizes an independent third-party to estimate the fair values of the investments in HIVE.

The following table is a reconciliation of investments recorded at fair value for which unobservable inputs (Level 3) were used in determining fair value during the nine months ended March 31, 2023.

Changes in Level 3 Assets Measured at Fair Value on a Recurring Basis

	*Nine Months Ended March 31, 2023*
	*Investments in*			*Investments in*
(dollars in thousands)	*equity securities*			*debt securities*
Beginning Balance	$	515		$	10,625
Principal repayments		-			(2,250	)
Amortization of day one premium		-			(196	)
Accretion of bifurcation discount		-			577
Total unrealized gains or losses included in:
Investment Income (Loss)		(293	)		1,381
Other Comprehensive Loss		-			(2,488	)
Ending Balance	$	222		$	7,649

During January 2021, the Company purchased convertible securities of HIVE, a company that is headquartered in Canada with cryptocurrency mining facilities in Iceland, Sweden, and Canada, for $15.0 million. The convertible securities are comprised of 8.0% interest-bearing unsecured convertible debentures, payable in quarterly installments with a final maturity in January 2026, and 5 million common share purchase warrants in the capital of HIVE. Under the original terms, the principal amount of each debenture was convertible into common shares in the capital of HIVE at a conversion rate of $2.34, and each whole warrant, expiring in January 2024, entitled the Company to acquire one common share at a price of $3.00 (Canadian). Under the current terms, which reflect a reverse stock split, the principal amount of each debenture is convertible into common shares in the capital of HIVE at a conversion rate of $11.70, and each five whole warrants entitles the Company to acquire one common share at a price of $15.00 (Canadian). The remaining principal amount was $8.3 million as of March 31, 2023. Cryptocurrency markets and related securities have been, and are expected to continue to be, volatile. There has been significant volatility in the market price of HIVE, which has materially impacted the value of the investments included on the consolidated balance sheets, unrealized gain (loss) recognized in investment income (loss), and unrealized gain (loss) recognized in other comprehensive income (loss). The investments did not represent ownership in HIVE as of March 31, 2023, or June 30, 2022. The securities are subject to Canadian securities regulations. Frank Holmes serves on the board as executive chairman of HIVE and held shares and options at March 31, 2023. From August 2018 through January 2023, Mr. Holmes was Interim CEO. Effective December 22, 2020, Mr. Holmes became the Executive Chairman of HIVE.

The Company recorded the warrants at the estimated fair value of $5.9 million on the purchase date. The debentures were recorded at the estimated fair value of $16.0 million on purchase date, and an unrealized gain of $6.9 million was recognized in other comprehensive income (loss), which will be realized in investment income (loss) ratably using the effective interest method until maturity, conversion, or other disposition. During the three and nine months ended March 31, 2023, $394,000 and $1.3 million, respectively, was realized in investment income (loss). During the three and nine months ended March 31, 2022, $524,000 and $1.7 million, respectively, was realized in investment income (loss). The fair value of the warrants and debentures was $222,000 and $7.6 million, respectively, at March 31, 2023, and $515,000 and $10.6 million, respectively, at June 30, 2022.

The Company currently considers the fair value measurements of HIVE convertible securities to contain Level 3 inputs. The following is quantitative information as of March 31, 2023, with respect to the securities measured and carried at fair value on a recurring basis with the use of significant unobservable inputs (Level 3).

	March 31, 2023
(dollars in thousands)	Fair Value		Principal Valuation Techniques	Unobservable Inputs
Investments in equity securities:
Common share purchase warrants	$	222	Option pricing model	Volatility	101.5	%

Investments in debt securities:
Available-for-sale - Convertible debentures	$	7,649	Binomial lattice model	Volatility	99.8	%
				Credit Adjusted Discount Rate	15.0	%

During the fiscal year ended June 30, 2022, the Company sold its investment in Thunderbird Entertainment Group Inc. (“Thunderbird”), a company headquartered and traded in Canada. During the nine months ended March 31, 2022, the Company realized gains on sales of this investment in the amount of $1.9 million. Frank Holmes served on the board of this company as a director from June 2014 to March 2021.

Equity Investments at Fair Value

Investments in equity securities with readily determinable fair values are carried at fair value, and changes in unrealized gains or losses are reported in the current period's earnings.

The following details the components of the Company’s equity investments carried at fair value as of March 31, 2023, and June 30, 2022.

	*March 31, 2023*
(dollars in thousands)	*Cost*		*Unrealized Gains (Losses)*			*Fair Value*
Equity securities at fair value
Equities - International	$	6,679	$	(5,941	)	$	738
Equities - Domestic		45		(45	)		-
Mutual funds - Fixed income		11,948		(247	)		11,701
Mutual funds - Global equity		929		(184	)		745
Total equity securities at fair value	$	19,601	$	(6,417	)	$	13,184

	*June 30, 2022*
(dollars in thousands)	*Cost*		*Unrealized Gains (Losses)*			*Fair Value*
Equity securities at fair value
Equities - International	$	6,680	$	(5,141	)	$	1,539
Equities - Domestic		45		(45	)		-
Mutual funds - Fixed income		12,313		(175	)		12,138
Mutual funds - Global equity		929		(306	)		623
Total equity securities at fair value	$	19,967	$	(5,667	)	$	14,300

Debt Investments

Investments in debt securities are classified on the acquisition dates and at each balance sheet date. Securities classified as held-to-maturity are carried at amortized cost, reflecting the ability and intent to hold the securities to maturity. Debt securities classified as trading are acquired with the intent to sell in the near term and are carried at fair value with changes reported in earnings. All other debt securities are classified as available-for-sale and are carried at fair value.

Investment gains and losses on available-for-sale debt securities are recorded when the securities are sold, as determined on a specific identification basis, and recognized in current period earnings. Changes in unrealized gains on available-for-sale debt securities are reported net of tax in accumulated other comprehensive income (loss). For debt securities in an unrealized loss position, a loss in earnings is recognized for the excess of amortized cost over fair value if the Company intends to sell before the price recovers. Otherwise, the Company evaluates as of the balance sheet date whether the unrealized losses are attributable to credit losses or other factors. The severity of the decline in value, creditworthiness of the issuer and other relevant factors are considered. The portion of unrealized loss the Company believes is related to a credit loss is recognized earnings, and the portion of unrealized loss the Company believes is not related to a credit loss is recognized in other comprehensive income (loss).

The following details the components of the Company’s available-for-sale debt investments as of March 31, 2023, and June 30, 2022.

	*March 31, 2023*
(dollars in thousands)	*Amortized Cost*		*Gross Unrealized Gains in Other Comprehensive Income (Loss)*		*Gross Unrealized Losses in Investment Income (Loss)*			*Fair Value*
Available-for-sale - Convertible debentures ⁽¹⁾	$	8,006	$	2,100	$	(2,457	)	$	7,649

	*June 30, 2022*
(dollars in thousands)	*Amortized Cost*		*Gross Unrealized Gains in Other Comprehensive Income (Loss)*		*Gross Unrealized Losses in Investment Income (Loss)*			*Fair Value*
Available-for-sale - Convertible debentures ⁽¹⁾	$	8,576	$	4,588	$	(2,539	)	$	10,625

1.	Changes in unrealized gains and losses are included in the consolidated statements of comprehensive income (loss), except for embedded derivatives. Changes in unrealized gains and losses for embedded derivatives are included in investment income (loss) in the consolidated statements of operations.

The following details the components of the Company’s held-to-maturity debt investments as of March 31, 2023, and June 30, 2022.

	*March 31, 2023*
(dollars in thousands)	*Amortized Cost*		*Gross Unrecognized Holding Gains*		*Gross Unrecognized Holding Losses*			*Fair Value*
Held-to-maturity - Debentures ⁽¹⁾	$	1,000	$	-	$	(245	)	$	755

	*June 30, 2022*
(dollars in thousands)	*Amortized Cost*		*Gross Unrecognized Holding Gains*		*Gross Unrecognized Holding Losses*			*Fair Value*
Held-to-maturity - Debentures ⁽¹⁾	$	1,000	$	-	$	(133	)	$	867

1.	Held-to-maturity debt investments are carried at amortized cost, and the fair value is classified as Level 2 according to the fair value hierarchy.

At March 31, 2023, and June 30, 2022, the Company held $1.0 million in one security classified as held-to-maturity. The security had an estimated fair value that was lower than the carrying value by $245,000 at March 31, 2023, and $133,000 at June 30, 2022. We have evaluated the unrealized loss on the security at March 31, 2023, and determined it to be of a temporary nature and caused by fluctuations in market interest rates, not by concerns about the ability of the issuer to meet their obligations.

The following summarizes the net carrying amount and estimated fair value of debt securities at March 31, 2023, by contractual maturity dates. Actual maturities may differ from final contractual maturities due to principal repayment installments or prepayment rights held by issuers.

	*March 31, 2023*
	*Available-for-sale*		*Held-to-maturity*
	*debt securities*		*debt securities*
	*Convertible*		*Due after one year*
(dollars in thousands)	*debentures (1)*		*through five years*
Amortized Cost	$	8,006	$	1,000
Fair Value	$	7,649	$	755

1.	Principal payments of $750,000 are due quarterly with a final maturity date in January 2026.

Certain derivatives embedded in other financial instruments, such as the conversion option in a convertible bond, are reported at fair value, and changes in fair value are recorded through earnings within investment income (loss). The host contract continues to be accounted for in accordance with the appropriate accounting standard. The embedded derivative and the related host contract represent one legal contract and are combined on the consolidated balance sheets and the preceding tables. The Company held one financial instrument containing an embedded derivative, which represents an investment in HIVE, at March 31, 2023, and June 30, 2022.

The following table summarizes the fair values of embedded derivatives on the consolidated balance sheets, categorized by risk exposure, at March 31, 2023, and June 30, 2022.

	*March 31, 2023*		*June 30, 2022*
	*Other Assets*		*Other Assets*
	*Investments in*		*Investments in*
	*available-for-sale*		*available-for-sale*
(dollars in thousands)	*debt securities*		*debt securities*
Embedded Derivatives:
Equity price risk exposure	$	85	$	3

The following table presents the effect of embedded derivatives on the consolidated statements of operations, categorized by risk exposure, for the three and nine months ended March 31, 2023, and 2022.

Nine Months Ended

Three Months Ended

March 31,

2023

2022

2023

2022

Other Income (Loss)

(dollars in thousands)

Investment Income (Loss)

Embedded Derivatives:

Equity price risk exposure

(2,050

)

(1,491

)

Other Investments

Other investments consist of equity investments in entities over which the Company is unable to exercise significant influence and which do not have readily determinable fair values. For these securities, the Company generally elects to value using the measurement alternative, under which such securities are measured at cost, less impairment, if any. If the Company identifies observable price changes for identical or similar securities of the same issuer, the equity security is measured at fair value as of the date the observable transaction occurred, with such changes recorded in investment income (loss).

The carrying value of equity securities without readily determinable fair values was approximately $4.0 million as of June 30, 2022. The following table presents the carrying value of equity securities without readily determinable fair values held as of March 31, 2023, and 2022, that are measured under the measurement alternative and the related adjustments recorded during the periods presented for those securities with observable price changes or impairments. These securities are included in the nonrecurring fair value hierarchy tables when applicable price changes are observable, or when impairments occur.

	*Nine Months Ended*					*Three Months Ended*
	*March 31,*					*March 31,*
(dollars in thousands)	*2023*			*2022*		*2023*		*2022*
Other Investments
Carrying value	$	2,827		$	4,208	$	2,827	$	4,208
Upward carrying value changes	$	14		$	187	$	9	$	187
Downward carrying value changes/impairment	$	(1,841	)	$	-	$	-	$	-

The period-end carrying values reflect cumulative purchases and sales in addition to upward and downward carrying value changes. The cumulative amount of upward adjustments to all equity securities without readily determinable fair values total $2.5 million since their respective acquisitions through March 31, 2023. The cumulative amount of impairments and other downward adjustments, which include return of capital distributions and observable price changes, to all equity securities without readily determinable fair values total $3.3 million since their respective acquisitions through March 31, 2023.

The Company has an investment in The Sonar Company (“Sonar”), a company headquartered in the United States, at a cost of $175,000. The investment had a carrying value of approximately $362,000 at March 31, 2023, and at June 30, 2022. Roy D. Terracina, Director and Vice Chairman of the Board of Directors for U.S. Global, has served as the CEO of Sonar since July 2021, and the Company’s ownership of Sonar was approximately 2.8 percent as of March 31, 2023.

Investments Classified as Equity Method

The Company had an equity method investment in Galileo New Economy Fund LP through its dissolution date, which occurred during the third quarter of fiscal 2022. The Company owned approximately 22 percent of the LP prior to dissolution, and the Company was considered to have the ability to exercise significant influence. Thus, the investment was accounted for under the equity method of accounting. Included in other income (loss) for the three and nine months ended March 31, 2022, is $173,000 and $206,000, respectively, of equity method losses for this investment. Upon dissolution, the Company received a distribution, which included cash of $85,000, and common shares of an investment held in the LP, which had a fair value of approximately $228,000 when received. Frank Holmes also directly held an investment in the LP and received dissolution proceeds related to his direct investment.

Investment Income (Loss)

Investment income (loss) from the Company’s investments includes:

	●	realized gains and losses on sales of securities;
	●	realized gains and losses on principal payment proceeds;
	●	unrealized gains and losses on securities at fair value;
	●	impairments and observable price changes on equity investments without readily determinable fair values;
	●	dividend and interest income; and
	●	realized foreign currency gains and losses.

The following summarizes investment income (loss) reflected in earnings for the periods presented.

	*Nine Months Ended*						*Three Months Ended*
(dollars in thousands)	*March 31,*						*March 31,*
Investment income (loss)	*2023*			*2022*			*2023*			*2022*
Realized gains (losses) on equity securities	$	(13	)		1,848		$	(13	)	$	(5	)
Realized gains on debt securities		1,299			1,694			394			524
Unrealized gains (losses) on equity securities		(2,586	)		(4,946	)		283			(3,044	)
Unrealized gains (losses) on embedded derivatives		82			(2,050	)		55			(1,491	)
Dividend and interest income		1,321			1,545			421			441
Realized foreign currency gains (losses)		(292	)		(41	)		15			80
Total Investment Income (Loss)	$	(189	)	$	(1,950	)	$	1,155		$	(3,495	)

For the three and nine months ended March 31, 2023, realized gains on principal payment proceeds in the amount of $394,000 and $1.3 million, respectively, were released from other comprehensive income (loss). For the three and nine months ended March 31, 2022, realized gains on principal payment proceeds in the amount of $524,000 and $1.7 million, respectively, were released from other comprehensive income (loss).

The following table presents unrealized gains and losses recognized during the three and nine months ended March 31, 2023, and 2022, on equity investments still held at each respective date.

	*Nine Months Ended*						*Three Months Ended*
	*March 31,*						*March 31,*
(dollars in thousands)	*2023*			*2022*			*2023*			*2022*
Net gains and losses recognized during the period on equity securities	$	(2,599	)	$	(3,098	)	$	270		$	(3,049	)
Less: Net gains and losses recognized during the period on equity securities sold during the period		(13	)		179			(13	)		(5	)
Unrealized gains and losses recognized during the reporting period on equity securities still held at the reporting date (1)	$	(2,586	)	$	(3,277	)	$	283		$	(3,044	)

^1.

Includes $1.8 million of net losses for the nine months ended March 31, 2023, as a result of the measurement alternative. There were no net gains (losses) as a result of the measurement alternative for the three months ended March 31, 2023, and $187,000 of net gains for the three and nine months ended March 31, 2022.

Investment income (loss) can be volatile and vary depending on market fluctuations, the Company’s ability to participate in investment opportunities, and the timing of transactions. The Company expects that gains and losses will continue to fluctuate in the future.