Marygold revenue rises 80% to $9.36M in September quarter
If completed, the proposed $2.00-per-share acquisition would make MGLD private and end its NYSE American listing.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
The Marygold Companies, Inc. (MGLD) reported revenue of $9.356 million for the quarter ended September 30, 2026, up 80% from $5.208 million a year earlier, with average fund-management assets under management of $5.5 billion versus $2.9 billion. Gross profit was $8.953 million. Income from continuing operations was $1.861 million, compared with a $1.365 million loss, and net income was $1.753 million versus a $356,000 loss. Operating activities provided $1.799 million of cash, compared with $533,000 used in the prior-year quarter; cash and equivalents were $4.484 million at quarter-end.
Under a definitive agreement dated September 25, 2026, funds managed by Madison Dearborn Partners agreed to acquire all outstanding MGLD shares for $2.00 per share; closing is expected in the first half of 2027 or earlier, subject to customary conditions including stockholder, regulatory and change-of-control approvals. The board unanimously approved the transaction, and stockholders collectively owning approximately 75% of outstanding shares entered voting support agreements. Separately, the company agreed to sell Printstock to TAG Investments Limited in an asset sale valued at a minimum of NZ$2,450,000, expected on or about November 20, 2026, subject to customary conditions. The Food Products segment remains classified as discontinued operations and is being marketed for sale.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- Moderate pointQuarterly revenue increased 80% to $9.356 million.
- Moderate pointContinuing-operations income was $1.861 million, compared with a $1.365 million loss.
- Moderate pointOperating activities provided $1.799 million, versus $533,000 used a year earlier.
Negative
- None.
Filing Explained
The agreed acquisition of all MGLD shares remains pending customary closing conditions; under its terms, outstanding options would convert to cash based on how far the
Key Figures
Key Terms
Assets Under Management financial
discontinued operations financial
anti-dilutive financial
Level 1 assets financial
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What were MGLD’s revenue and net income for the quarter ended September 30, 2026?
What are the terms of the MGLD acquisition?
What are the terms of MGLD’s Printstock sale?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
| Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For
the quarterly period ended
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:
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of | (I.R.S. Employer | |
| incorporation or organization) | Identification No.) |
(Address of principal executive offices and zip code)
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered | ||
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. ☒
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| 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. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As
of November 2, 2026,
THE MARYGOLD COMPANIES, INC.
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 2026
Table of Contents
| Page | |
| PART I. FINANCIAL INFORMATION | 4 |
| Item 1. Financial Statements (Unaudited) | 4 |
| Condensed Consolidated Balance Sheets | 4 |
| Condensed Consolidated Statements of Operations | 5 |
| Condensed Consolidated Statements of Comprehensive Income (Loss) | 6 |
| Condensed Consolidated Statements of Stockholders’ Equity | 7 |
| Condensed Consolidated Statements of Cash Flows | 8 |
| Notes to Condensed Consolidated Financial Statements | 9 |
| Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations | 17 |
| Item 3. Quantitative and Qualitative Disclosures About Market Risk | 21 |
| Item 4. Controls and Procedures | 21 |
| PART II. OTHER INFORMATION | 22 |
| Item 1. Legal Proceedings | 22 |
| Item 1A. Risk Factors | 22 |
| Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 22 |
| Item 3. Defaults Upon Senior Securities | 22 |
| Item 4. Mine Safety Disclosures | 22 |
| Item 5. Other Information | 22 |
| Item 6. Exhibits | 22 |
| Signatures | 23 |
| 2 |
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (“Report”) contains forward-looking statements within the meaning of the federal securities laws which statements involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “should,” “would,” “shall,” “might,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategies, plans, or intentions. Forward-looking statements contained in this Report include, but are not limited to, statements about:
| ● | the outcome of certain class action litigation involving our subsidiary, USCF Investments, Inc.; |
| ● | our future financial performance, including our revenue, cost of revenue, gross profit, gross margin, operating expenses, ability to generate positive cash flow, and ability to achieve and maintain profitability; |
| ● | the sufficiency of our cash flows which is primarily dependent upon the performance of our U.S. investment fund management business and its ability to maintain and expand fund assets under management (“AUM”) such that we can meet our working capital, capital expenditure, and liquidity needs; |
| ● | the ability of our operating subsidiaries to attract and retain customers to use our products or services, to optimize the pricing for our products, to expand our sales to our customers, and to convince our existing customers to continue using our services and products; |
| ● | the evolution of technologies affecting our operating subsidiaries’ products, services and markets; |
| ● | the ability of our operating subsidiaries to innovate and provide a superior user experience and our intentions and strategy with respect thereto; |
| ● | the ability of our operating subsidiaries to successfully penetrate enterprise and other markets; |
| ● | the ability of our operating subsidiaries to successfully expand in our existing markets and into new markets, including international markets; |
| ● | the attraction and retention of key personnel; |
| ● | our ability to effectively manage our growth and future expenses; |
| ● | the ability of our operating subsidiaries to comply with modified or new laws and regulations applying to our businesses, including privacy and data security regulations; |
| ● | our ability to raise additional capital through debt or equity financing if the need arises to cover our operating losses or investing in strategic acquisitions; |
| ● | worldwide economic conditions, including the uncertainty of increasing tariffs on imports, interest rates and inflation; |
| ● | the geopolitical conflict in Eastern Europe and the Middle East, and their direct or impact on transfer of funds related to repatriation of our foreign subsidiary assets due to banking of exchange restrictions, payments to third parties, subsidiaries; the direct or indirect impact on operations for our subsidiaries selling into or obtaining products or commodities from affected regions and or other impacted territories; supply chain disruptions and increased commodity prices; loss of key customers or suppliers; inflation impacting affected regions as well as the global implications of U.S. involvement, the increased risk of cyberattacks; impairments of operations impacted by the geopolitical conflict in Eastern Europe and the Middle East, or impacts on stock price should a prolonged conflict continue; and |
| ● | our ability to acquire new businesses or expand our existing businesses, including the integration and financing of acquisitions or business expansion, as well as ability to dispose of businesses we consider to be under-performing or not in our long-term strategy, e.g., our Food Products segment for which we plan to dispose of (see Note 3. Discontinued Operations). |
The foregoing list does not contain all of the forward-looking statements made in this Report.
You should not rely upon forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Report primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, operating results, and prospects. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, and other factors described in the section titled “Risk Factors” in our Annual Report on Form 10-K for the year ended June 30, 2026, this Report and our other filings with the Securities and Exchange Commission (“SEC”). Moreover, we and our subsidiaries operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Report. We cannot assure you that the results, events, and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements.
The forward-looking statements made in this Report relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Report to reflect events or circumstances after the date of this Report or to reflect new information or the occurrence of unanticipated events, except as required by law. We and our subsidiaries may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, or investments we may make.
In this Report, unless the context otherwise requires, references to “we,” “our,” or “us,” “Company,” “The Marygold Companies,” refer to The Marygold Companies, Inc., a Nevada corporation, and its subsidiaries. Our logo, trademarks and service marks are the property of the Company. Other trademarks or service marks appearing in this quarterly report are the property of their respective holders. Solely for convenience, trademarks, trade names, service marks and copyrights referred to in this Report may appear with or without the “©”, “®” or “™” symbols, but the inclusion, or not, of such references are not intended to indicate, in any way, that we, or the applicable owner, will not assert, to the fullest extent possible under applicable law, our or their, as applicable, rights to these trademarks, trade names service marks or copyrights. We do not intend our use or display of other companies’ trademarks, trade names, service marks or copyrights to imply a relationship with, or endorsement or sponsorship of us by, such other companies.
| 3 |
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements.
THE MARYGOLD COMPANIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data)
(unaudited)
| September 30, 2026 | June 30, 2026 | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable, net (of which $ | ||||||||
| Inventories | ||||||||
| Prepaid income tax and tax receivable | ||||||||
| Investments, at fair value | ||||||||
| Assets held for sale | ||||||||
| Other current assets | ||||||||
| Total current assets | ||||||||
| Operating lease right-of-use assets | ||||||||
| Deferred tax assets, net | ||||||||
| Other assets | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| CURRENT LIABILITIES | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
Lease liabilities, current portion | ||||||||
| Liabilities associated with assets held for sale | ||||||||
| Total current liabilities | ||||||||
| Lease liabilities, net of current portion | ||||||||
| Total liabilities | ||||||||
| STOCKHOLDERS’ EQUITY | ||||||||
| Preferred stock, par value $ | - | - | ||||||
| Common stock, $ | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated other comprehensive (loss) income | ( | ) | ||||||
| Retained earnings | ||||||||
| Total stockholders’ equity | ||||||||
| Total liabilities and stockholders’ equity | $ | $ | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
| 4 |
THE MARYGOLD COMPANIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(unaudited)
| 2026 | 2025 | |||||||
Quarters Ended September 30, | ||||||||
| 2026 | 2025 | |||||||
| Revenue | ||||||||
| Fund management - related party | $ | $ | ||||||
| Beauty products | ||||||||
| Financial services | ||||||||
| Revenue | ||||||||
| Cost of revenue | ||||||||
| Gross profit | ||||||||
| Operating expense | ||||||||
Fund operations | ||||||||
| Salaries and compensation | ||||||||
| General and administrative expense | ||||||||
| Marketing and advertising | ||||||||
| Total operating expenses | ||||||||
| Income (loss) from continuing operations | ( | ) | ||||||
| Other income: | ||||||||
| Interest and dividend income | ||||||||
| Other income, net | ||||||||
| Total other income, net | ||||||||
| Income (loss) from continuing operations before income taxes | ( | ) | ||||||
| (Provision) benefit from income taxes | ( | ) | ||||||
| Net income (loss) from continuing operations | ( | ) | ||||||
| Net income from discontinued operations (see Note 3) | ||||||||
| Net income (loss) | $ | $ | ( | ) | ||||
| Weighted average shares of common stock | ||||||||
| Basic | ||||||||
Diluted | ||||||||
| Net income (loss) from continuing operations per common share – basic and diluted | $ | $ | ( | ) | ||||
Net income (loss) per common share – basic and diluted | $ | $ | ( | ) | ||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
| 5 |
THE MARYGOLD COMPANIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in thousands)
(unaudited)
| 2026 | 2025 | |||||||
Quarters Ended September 30, | ||||||||
| 2026 | 2025 | |||||||
| Net income (loss) | $ | $ | ( | ) | ||||
| Foreign currency translation (loss) gain | ( | ) | ||||||
| Reclassification of cumulative translation adjustment to earnings upon sale of Brigadier (See Note 7.) | - | |||||||
| Comprehensive income (loss) | $ | $ | ( | ) | ||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
| 6 |
THE MARYGOLD COMPANIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in thousands)
(unaudited)
| Quarter Ended September 30, 2026 | Number of Shares | Amount | Number of Shares | Par Value |
Paid-In Capital |
Comprehensive Income (Loss) | Retained Earnings |
Stockholders’ Equity | ||||||||||||||||||||||||
Preferred Stock (Series B) | Common Stock | Additional | Accumulated Other | Total | ||||||||||||||||||||||||||||
| Quarter Ended September 30, 2026 | Number of Shares | Amount | Number of Shares | Par Value |
Paid-In Capital |
Comprehensive Income (Loss) | Retained Earnings |
Stockholders’ Equity | ||||||||||||||||||||||||
| Balance at June 30, 2026 | | $ | - | | $ | $ | $ | $ | $ | | ||||||||||||||||||||||
| Loss on currency translation | - | - | - | - | - | ( | ) | - | ( | ) | ||||||||||||||||||||||
| Stock-based compensation | - | - | - | - | - | - | ||||||||||||||||||||||||||
| Exercise of stock options | - | - | - | - | - | |||||||||||||||||||||||||||
| Net income | - | - | - | - | - | - | ||||||||||||||||||||||||||
| Balance at September 30, 2026 | $ | - | $ | $ | $ | ( | ) | $ | $ | |||||||||||||||||||||||
Preferred Stock (Series B) | Common Stock | Additional | Accumulated Other | Total | ||||||||||||||||||||||||||||
| Quarter Ended September 30, 2025 | Number of Shares | Amount | Number of Shares | Par Value | Paid - in Capital | Comprehensive Loss | Retained Earnings | Stockholders’ Equity | ||||||||||||||||||||||||
| Balance at June 30, 2025 | | $ | - | | $ | $ | $ | ( | ) | $ | $ | | ||||||||||||||||||||
| Gain on currency translation | - | - | - | - | - | - | ||||||||||||||||||||||||||
| Gain (loss) on currency translation | - | - | - | - | - | - | ||||||||||||||||||||||||||
| Reclassification of cumulative translation adjustment to earnings upon sale of Brigadier | - | - | - | - | - | - | ||||||||||||||||||||||||||
| Stock-based compensation | - | - | - | - | - | - | ||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Net income (loss) | - | - | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance at September 30, 2025 | $ | - | $ | $ | $ | ( | ) | $ | $ | |||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
| 7 |
THE MARYGOLD COMPANIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
| 2026 | 2025 | |||||||
| Quarters Ended September 30, | ||||||||
| 2026 | 2025 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net income (loss) | $ | $ | ( | ) | ||||
| Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Stock-based compensation | ||||||||
| Gain on sale of Brigadier (See Note 7.) | - | ( | ) | |||||
| Gain on investments | ( | ) | ( | ) | ||||
| Non-cash lease costs | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ( | ) | ||||
| Prepaid income taxes and tax receivable | ( | ) | ||||||
| Inventories | ( | ) | ||||||
| Other assets | ( | ) | ||||||
| Accounts payable and accrued expenses | ( | ) | ||||||
| Lease liabilities | ( | ) | ( | ) | ||||
| Net cash provided by (used in) operating activities | ( | ) | ||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Proceeds from sale of investments | ||||||||
| Purchase of investments | ( | ) | ( | ) | ||||
| Proceeds from sale of Brigadier, net of cash disposed (see Note 7.) | - | |||||||
| Purchase of property and equipment | - | ( | ) | |||||
| Net cash (used in) provided by investing activities | ( | ) | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Principal repayment on note payable | - | ( | ) | |||||
| Net cash used in financing activities | - | ( | ) | |||||
| Effect of exchange rate change on cash and cash equivalents | ( | ) | ||||||
| NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | ( | ) | ||||||
| CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING BALANCE | ||||||||
| CASH, CASH EQUIVALENTS AND RESTRICTED CASH, ENDING BALANCE | $ | $ | ||||||
| Cash and cash equivalents | $ | $ | ||||||
| Restricted cash | - | |||||||
| Total cash, cash equivalents and restricted cash | $ | $ | ||||||
| SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||||||||
| Cash paid (received) during the period for: | ||||||||
| Interest | $ | - | $ | |||||
| Income taxes (net of refunds received) | $ | ( | ) | $ | - | |||
| NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||||||||
| Proceeds from stock option exercises not received as of September 30, 2026 | $ | $ | - | |||||
| Reclassification of advance from buyer included in gain on sale of Brigadier | $ | - | $ | |||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
| 8 |
THE MARYGOLD COMPANIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIALS STATEMENTS
(UNAUDITED)
NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS
The Marygold Companies, Inc., a Nevada corporation, (together with its subsidiaries, “we,” “us” “our,” “Company,” or “The Marygold Companies”) is a holding company which operates through its wholly owned subsidiaries on a multinational scale that is focused upon financial services, exchange traded funds management and certain other business activities listed below:
| ● | U.S. Fund Management - USCF Investments, Inc., a Delaware corporation (“USCF Investments”), with corporate headquarters in Walnut Creek, California and its wholly owned subsidiaries, which provide fund management services to exchange traded fund and exchange traded products (“ETFs”): |
| ○ | United States Commodity Funds, LLC, a Delaware limited liability company (“USCF LLC”), and | |
| ○ | USCF Advisers, LLC, a Delaware limited liability company (“USCF Advisers”). The principal place of business for each of USCF LLC and USCF Advisers is in Walnut Creek, California. |
| ● | Beauty Products - Kahnalytics, Inc., a California corporation, doing business as “Original Sprout,” located in San Clemente, California. | |
| ● | U.S. and U.K. Financial Services: |
| ○ | Marygold & Co., a Delaware corporation, whose principal business office is located in Walnut Creek, California; and |
| ■ | Marygold & Co. Advisory Services, LLC, a wholly owned subsidiary of Marygold & Co., a Delaware limited liability company was dissolved effective February 17, 2026. |
| ○ | Marygold & Co., (UK) Limited, a private limited company incorporated and registered in England and Wales, whose registered office is in London, England, and its wholly owned subsidiaries: |
| ■ | Marygold & Co. Limited f/k/a Tiger Financial & Asset Management Limited, a company incorporated and registered in England and Wales, whose registered office is in Northampton, England; and | |
| ■ | Step-By-Step Financial Planners Limited, a company incorporated and registered in England and Wales, whose registered office is in Staffordshire, England. |
| ● | Food Products – Gourmet Foods, Ltd., a registered New Zealand company located in Tauranga, New Zealand and its wholly owned subsidiary, Printstock Products Limited, a registered New Zealand company, with its principal manufacturing facility in Napier, New Zealand. As of March 31, 2026, the Company formally approved a plan to dispose of this segment and thus this segment is being presented as discontinued operations (see Note 3. Discontinued Operations). | |
| ● | Security Systems – Brigadier Security Systems (2000) Ltd., a Canadian registered corporation, with locations in Regina and Saskatoon, Saskatchewan, Canada. Brigadier was sold to a related party on July 1, 2025 (see Note 7. Sale of Brigadier). |
While the Company operates in several business segments, its primary business focus is the financial services industry, including ETF management, and its intention is to continue developing these and similar business segments prospectively.
The Company manages the operations of its subsidiaries and their related businesses on a decentralized basis. There are generally no centralized or integrated operational functions such as marketing, sales, or other synergistic services and there is little involvement by our executive management in the day-to-day business affairs of the Company’s subsidiaries apart from oversight. Our executive management team is primarily responsible for vision and strategy of the Company while effectively implementing capital allocation decisions, investment activities, leadership talent selection, development, performance and retention of the management executives to head each of the operating subsidiaries. The Company’s executive management is also responsible for organizational accountability, corporate governance practices, monitoring regulatory affairs, including those of our operating businesses and involvement in governance-related issues of its subsidiaries as needed.
On September 25, 2026, The Marygold Companies, Inc. entered into a definitive merger agreement pursuant to which funds managed by Madison Dearborn Partners will acquire all of the outstanding shares of the Company for $2.00 per share. Outstanding stock options will be converted into the right to receive cash equal to the product of the number of option shares and the excess of the $2.00 per share purchase price over the exercise price per share. The transaction is expected to close during the first half of 2027 or earlier, upon satisfaction of customary closing conditions, including the approval of Marygold stockholders, regulatory approvals and certain change-of-control approvals. The Company’s Board has voted unanimously to approve the transaction. Certain stockholders of the Company, including Nicholas Gerber, who collectively beneficially own approximately 75% of the Company’s outstanding shares, have entered into voting and support agreements pursuant to which they have agreed to vote their shares in favor of the transaction subject to customary exceptions. In certain circumstances, the Company would be required to pay the acquiring company a termination fee of $2.6 million. Upon completion of the transaction, the Company will become a privately held company and its common stock will no longer be listed on the NYSE American LLC.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation and Accounting Principles
The Company has prepared the accompanying unaudited condensed financial statements on a consolidated basis. In the opinion of management, the accompanying unaudited condensed consolidated balance sheets, related statements of operations, comprehensive loss, stockholders’ equity and cash flows include all adjustments, consisting only of normal recurring items, necessary for their fair presentation, prepared on an accrual basis, in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”) but does not include all of the information and footnotes required by U.S. GAAP for complete audited financial statements. Operating results for the three months ended September 30, 2026 are not necessarily indicative of the results that may be expected for the fiscal year ending June 30, 2027. The condensed consolidated balance sheet as of June 30, 2026, has been derived from the audited consolidated financial statements at that date included in our annual report on Form 10-K for the year ended June 30, 2026, but does not include all of the information and footnotes required by U.S. GAAP for complete audited financial statements. The information included in this Report should be read in conjunction with information included in the Company’s Annual Report on Form 10-K for year ended June 30, 2026.
Principles of Consolidation
The accompanying Condensed Consolidated Financial Statements, which are referred herein as the “Financial Statements”, include the accounts of The Marygold Companies and its wholly owned subsidiaries. Intercompany transactions and balances have been eliminated in consolidation.
| 9 |
Use of Estimates
The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Concentration of Credit Risk
Our subsidiary USCF Investments relies on the revenues generated from the investment management fees from the funds it manages. The concentration of fund management revenue and related receivables were (dollars in thousands):
SCHEDULE OF CONCENTRATION RISK
| Quarters Ended September 30, | ||||||||||||||||||||||||||||||||
| 2026 | 2025 | September 30, 2026 | June 30, 2026 | |||||||||||||||||||||||||||||
| Revenue | % of Total | Revenue | % of Total | Accounts Receivable | % of Total | Accounts Receivable | % of Total | |||||||||||||||||||||||||
| Fund | ||||||||||||||||||||||||||||||||
| USO | $ | % | $ | % | $ | % | $ | % | ||||||||||||||||||||||||
| BNO | % | % | % | % | ||||||||||||||||||||||||||||
| CPER | % | % | % | % | ||||||||||||||||||||||||||||
| SDCI | % | % | % | % | ||||||||||||||||||||||||||||
| UMI | % | % | % | % | ||||||||||||||||||||||||||||
| USCI | % | % | % | % | ||||||||||||||||||||||||||||
| UNG | % | % | % | % | ||||||||||||||||||||||||||||
| All Others | % | % | % | % | ||||||||||||||||||||||||||||
| Total | $ | % | $ | % | $ | % | $ | % | ||||||||||||||||||||||||
There are no significant concentrations for the other operating subsidiaries on a consolidated basis.
Recently Issued Accounting Pronouncements
The Company assessed recently issued accounting pronouncements and determined that their adoption is not expected to have a material impact on its financial statements.
NOTE 3. DISCONTINUED OPERATIONS
On
March 31, 2026, the Company committed to a plan to dispose of its Food Products segment which is a distinct reporting segment and includes
all operations conducted in New Zealand. The Food Products segment consists of two legal entities: Gourmet Foods, Ltd. which is a bakery
business and Printstock Products Limited which is a printing business for the food industry. The Company expects to dispose of these
two entities either collectively or separately through a sale or sales to a third party. The decision to divest the Food Products segment
was driven by management’s strategic initiative to focus on its Fund Management and Financial Services related businesses. The
disposal represents a strategic shift that will have a significant impact on the Company’s operations and financial results, including
the exit from New Zealand and the Food Products segment. The Company is actively marketing the Food Products segment and expects the
transaction to be completed within twelve months of the classification date. The Company has engaged a business broker to assist with
the sale of the Food Products segment. Upon completion of a transaction, the broker is entitled to a success fee of up to
In
September 2026, we entered into a definitive agreement to sell our Printstock Products Limited (“Printstock”) business unit
to TAG Investments Limited, a New Zealand-based private investment firm, in a cash transaction valued at a minimum of NZ$
The following table presents the major classes of assets and liabilities classified as held for sale for each of the periods presented (in thousands).
SCHEDULE OF MAJOR CLASSES OF ASSETS AND LIABILITIES CLASSIFIED AS HELD FOR SALE
| September 30, 2026 | June 30, 2026 | |||||||
| ASSETS | ||||||||
| Accounts receivable | $ | $ | ||||||
| Inventories | ||||||||
| Prepaid income tax and tax receivable | ||||||||
| Property and equipment | ||||||||
| Operating lease right-of-use assets | ||||||||
| Intangible assets (including goodwill) | ||||||||
| Other assets | ||||||||
| Total assets held for sale | $ | $ | ||||||
| LIABILITIES | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Lease liabilities | ||||||||
| Total liabilities associated with assets held for sale | $ | $ | ||||||
| 10 |
The following table summarizes the results of the discontinued operations of the Food Products segment for the periods presented (in thousands).
| 2026 | 2025 | |||||||
| Quarters Ended September 30, | ||||||||
| 2026 | 2025 | |||||||
| Revenue | $ | $ | ||||||
| Cost of revenue | ||||||||
| Total operating expenses | ||||||||
| Net income from discontinued operations | ||||||||
Net income from discontinued operations per common share | $ | $ | ||||||
The following table summarizes the net cash used in operating activities of the discontinued operations of the Food Products segment for the periods presented (in thousands). There were no material cash flows from investing or financing activities during these respective periods.
| Quarters Ended September 30, | ||||||||
| 2026 | 2025 | |||||||
| Net cash used in operating activities | $ | ( | ) | $ | ( | ) | ||
NOTE 4. NET INCOME (LOSS) PER SHARE
Basic
net income (loss) per share is based upon the weighted average number of common shares outstanding. This calculation includes the weighted
average number of shares of Series B, Voting, Convertible Preferred Stock (“Series B Preferred Stock”) outstanding as they
are deemed to be substantially similar to the common shares and shareholders are entitled to the same liquidation and dividend rights
and each share of Series B Preferred Stock is convertible at any time into 20 shares of the Company’s common stock. Diluted net
loss per share is based on the assumption that all dilutive convertible shares and stock options were converted or exercised. Dilution
is computed by applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning
of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average
market price during the period. During the three months ended September 30, 2026, the Company included in its diluted shares
SCHEDULE OF ANTI-DILUTIVE SECURITIES
| Quarters Ended September 30, | ||||||||
| 2026 | 2025 | |||||||
| Warrants outstanding | ||||||||
| Stock options outstanding | ||||||||
| Restricted Stock Awards outstanding | - | |||||||
| Total common stock equivalents excluded | ||||||||
Basic and diluted net income (loss) per share reflects the effects of shares potentially issuable upon conversion of the convertible Series B Preferred Stock.
The components of basic and diluted earnings per share were as follows (in thousands, except per share data):
SCHEDULE OF COMPONENTS OF BASIC AND DILUTED EARNINGS PER SHARE
| Quarter Ended | Quarter Ended | |||||||||||||||||||||||
| September 30, 2026 | September 30, 2025 | |||||||||||||||||||||||
| Net Income | Shares | Per Share | Net Loss | Shares | Per Share | |||||||||||||||||||
| Basic net income (loss) per share: | ||||||||||||||||||||||||
| Net income (loss) attributable to common shareholders | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||
| Net income (loss) attributable to preferred shareholders | $ | ( | ) | $ | ( | ) | ||||||||||||||||||
| Basic net income (loss) per share | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||
| Quarter Ended | Quarter Ended | |||||||||||||||||||||||
| September 30, 2026 | September 30, 2025 | |||||||||||||||||||||||
| Net Income | Shares | Per Share | Net Loss | Shares | Per Share | |||||||||||||||||||
| Diluted net income (loss) per share: | ||||||||||||||||||||||||
| Net income (loss) attributable to common shareholders | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||
| Net income (loss) attributable to preferred shareholders | $ | ( | ) | $ | ( | ) | ||||||||||||||||||
| Diluted net income (loss) per share | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||
| 11 |
NOTE 5. CERTAIN BALANCE SHEET DETAILS
The components of certain balance sheet line items are as follows (in thousands):
SCHEDULE OF COMPONENTS OF CERTAIN BALANCE SHEET
| September 30, | June 30, | |||||||
| Inventories | 2026 | 2026 | ||||||
| Raw materials and supplies | $ | |||||||
| Finished goods | ||||||||
| Total inventories | $ | |||||||
SCHEDULE OF OTHER ASSETS NON-CURRENT
| September 30, | June 30, | |||||||
| Other assets, non-current | 2026 | 2026 | ||||||
| Equity investment in a financial institution | $ | $ | ||||||
| Equity investment in a registered investment advisor | ||||||||
| Property and equipment, net | ||||||||
| Deposits and other assets | ||||||||
| Total other assets, non-current | $ | $ | ||||||
The
$
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
| September 30, | June 30, | |||||||
| Accounts payable and accrued expenses | 2026 | 2026 | ||||||
| Accounts payable | $ | $ | ||||||
| Accrued operating expenses | ||||||||
| Accrued payroll, vacation and bonus payable | ||||||||
| Total | $ | $ | ||||||
NOTE 6. INVESTMENTS
USCF
Investments, from time to time, provides initial seed capital in connection with the organization of exchange traded products (ETPs)
or exchange traded funds (ETFs) that are managed by USCF LLC or USCF Advisers. USCF Investments classifies these investments as current
assets as these investments are generally sold within one year of the balance sheet date. Investments in which no controlling financial
interest or significant influence exist are recorded at fair value with the change included in earnings in the Company’s Condensed
Consolidated Statements of Operations. As of September 30, 2026 and June 30, 2026, the Company held a total of $
All of the Company’s short-term investments are classified as Level 1 assets and consist of the following (in thousands):
SCHEDULE OF AVAILABLE-FOR-SALE SECURITIES RECONCILIATION
| September 30, 2026 | ||||||||||||||||
| Cost | Gross Unrealized Gains | Gross Unrealized Losses | Estimated Fair Value | |||||||||||||
| Money market funds | $ | $ | - | $ | - | $ | ||||||||||
| Other short-term investments | - | ( | ) | |||||||||||||
| Other equities - related parties | ( | ) | ||||||||||||||
| Total short-term investments | $ | $ | $ | ( | ) | $ | ||||||||||
| June 30, 2026 | ||||||||||||||||
| Cost | Gross Unrealized Gains | Gross Unrealized Losses | Estimated Fair Value | |||||||||||||
| Money market funds | $ | $ | - | $ | - | $ | ||||||||||
| Other short-term investments | - | |||||||||||||||
| Other equities - related parties | ( | ) | ||||||||||||||
| Total short-term investments | $ | $ | $ | ( | ) | $ | ||||||||||
During the quarter ended September 30, 2026 and year ended June 30, 2026, respectively, there were no transfers between the fair value levels.
| 12 |
NOTE 7. SALE OF BRIGADIER
On June 17, 2025, the independent members of the board of directors of the Company were presented with a proposed transaction for the sale of the Company’s wholly owned subsidiary, Brigadier Security Systems (2000) Ltd., a Canadian registered corporation (“Brigadier”). The independent members of the board of directors reviewed an independent valuation of the fair market value of Brigadier and based upon such valuation and their review of the terms of the proposed transaction, approved the transaction.
On
June 19, 2025, the Company entered into a stock purchase agreement (“Agreement”)
with SKCAL LLC, an Arizona limited liability company (“SKCAL”), pursuant to which the Company agreed to sell
to SKCAL all of the shares of stock (“Shares”) that it owns in its wholly owned subsidiary, Brigadier. Scott Schoenberger,
a director and a
Pursuant
to the Agreement, the purchase price for the Shares acquired by SKCAL at Closing was $
The
audit committee of the Company continued to have oversight of the transaction through the Closing Date of July 1, 2025, and the final
payment adjustment procedures concluding on September 1, 2025. The Company received total proceeds of $
NOTE 8. STOCKHOLDERS’ EQUITY
Warrants to Purchase Common Stock
In
connection with the Company’s underwritten public offering in fiscal 2022, the Company issued the underwriter’s warrants
to purchase up to an aggregate of
Stock-based Compensation
During the quarter ended September 30, 2026, the following activity occurred under the Company’s Equity Plan:
SCHEDULE OF SHARE BASED COMPENSATION STOCK OPTIONS
| Stock Options | Restricted Stock | |||||||||||||||
| Number of Shares | Weighted Average Exercise Price | Number of Shares | Weighted Average Grant Date Fair Value | |||||||||||||
| Balance at June 30, 2026 | $ | $ | ||||||||||||||
| Exercised | ( | ) | $ | - | $ | - | ||||||||||
| Forfeited | ( | ) | $ | - | $ | - | ||||||||||
| Released | - | $ | - | ( | ) | $ | ||||||||||
| Outstanding at September 30, 2026 | $ | $ | ||||||||||||||
| Exercisable at September 30, 2026 | $ | |||||||||||||||
No options or restricted stock awards were granted during the quarter ended September 30, 2026.
As
of September 30, 2026, there was less than $
| 13 |
NOTE 9. COMMITMENTS AND CONTINGENCIES
Lease Commitments
For
each of the three months ended September 30, 2026 and 2025, the Company’s combined lease costs were $
Future minimum lease payments are (in thousands):
SCHEDULE OF FUTURE MINIMUM CONSOLIDATED LEASE PAYMENTS
| Year Ended June 30, | Operating Leases | |||
| Remainder of fiscal 2027 | $ | |||
| 2028 | ||||
| Total minimum lease payments | $ | |||
The
weighted average remaining lease term for the Company’s operating leases was
Other Agreements and Commitments
In
connection with the build out of its Fintech apps in the US and UK which have both been paused, Marygold US and Marygold UK entered into
agreements with various service providers, some of which required long-term contracts. As of September 30, 2026, Marygold US and Marygold
UK have recorded combined payment commitments totaling $
Litigation
From time to time, the Company and its subsidiaries may be involved in legal proceedings arising in the ordinary course of their respective businesses. Except as described below, there are no material pending legal proceedings against the Company or its subsidiaries. USCF LLC is an indirect wholly owned subsidiary of the Company. USCF LLC, as the general partner of the United States Oil Fund, LP (“USO”) and the general partner and sponsor of the related public funds may, from time to time, be involved in litigation arising out of its operations in the ordinary course of business. Except as described herein, USO and USCF LLC are not currently party to any material legal proceedings.
In re: United States Oil Fund, LP Securities Litigation
On June 19, 2020, USCF LLC, USO, John P. Love, and Stuart P. Crumbaugh, were named as defendants in a putative class action filed by purported shareholder Robert Lucas (the “Lucas Class Action”). The Court thereafter consolidated the Lucas Class Action with two related putative class actions filed on July 31, 2020 and August 13, 2020, and appointed a lead plaintiff. The consolidated class action is pending in the U.S. District Court for the Southern District of New York under the caption In re: United States Oil Fund, LP Securities Litigation, Civil Action No. 1:20-cv-04740.
On November 30, 2020, the lead plaintiff filed an amended complaint (the “Amended Lucas Class Complaint”). The Amended Lucas Class Complaint asserts claims under the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended (“Securities Exchange Act”), and Rule 10b-5 under the Securities Exchange Act. The Amended Lucas Class Complaint challenges statements in registration statements that became effective on February 25, 2020 and March 23, 2020 as well as subsequent public statements through April 2020 concerning certain extraordinary market conditions and the attendant risks that caused the demand for oil to fall precipitously, including the COVID-19 global pandemic and the Saudi Arabia-Russia oil price war. The Amended Lucas Class Complaint purports to have been brought by an investor in USO on behalf of a class of similarly-situated shareholders who purchased USO securities between February 25, 2020 and April 28, 2020 and pursuant to the challenged registration statements. The Amended Lucas Class Complaint seeks to certify a class and to award the class compensatory damages at an amount to be determined at trial as well as costs and attorney’s fees. The Amended Lucas Class Complaint named as defendants USCF LLC, USO, John P. Love, Stuart P. Crumbaugh, Nicholas D. Gerber, Andrew F Ngim, Robert L. Nguyen, Peter M. Robinson, Gordon L. Ellis, and Malcolm R. Fobes III, as well as the marketing agent, ALPS Distributors, Inc., and the Authorized Participants: ABN Amro, BNP Paribas Securities Corporation, Citadel Securities LLC, Citigroup Global Markets, Inc., Credit Suisse Securities USA LLC, Deutsche Bank Securities Inc., Goldman Sachs & Company, J.P. Morgan Securities Inc., Merrill Lynch Professional Clearing Corporation, Morgan Stanley & Company Inc., Nomura Securities International Inc., RBC Capital Markets LLC, SG Americas Securities LLC, UBS Securities LLC, and Virtu Financial BD LLC.
The lead plaintiff filed a notice of voluntary dismissal of its claims against BNP Paribas Securities Corporation, Citadel Securities LLC, Citigroup Global Markets Inc., Credit Suisse Securities USA LLC, Deutsche Bank Securities Inc., Morgan Stanley & Company, Inc., Nomura Securities International, Inc., RBC Capital Markets, LLC, SG Americas Securities LLC, and UBS Securities LLC.
On September 29, 2025, the Court granted the defendants’ motion to dismiss the complaint without prejudice and granted plaintiff leave to file a motion to amend its complaint. On November 26, 2025, the plaintiff filed a motion for leave to file a proposed second consolidated amended complaint, which defendants have opposed. The motion remains pending before the Court.
USCF LLC, USO, and the individual defendants in In re: United States Oil Fund, LP Securities Litigation intend to vigorously contest such claims and have moved for their dismissal.
| 14 |
Mehan Action
On August 10, 2020, purported shareholder Darshan Mehan filed a derivative action on behalf of nominal defendant USO, against defendants USCF, John P. Love, Stuart P. Crumbaugh, Nicholas D. Gerber, Andrew F Ngim, Robert L. Nguyen, Peter M. Robinson, Gordon L. Ellis, and Malcolm R. Fobes, III (the “Mehan Action”). The action is pending in the Superior Court of the State of California for the County of Alameda as Case No. RG20070732.
The Mehan Action alleges that the defendants breached their fiduciary duties to USO and failed to act in good faith in connection with a March 19, 2020 registration statement and offering and disclosures regarding certain extraordinary market conditions that caused demand for oil to fall precipitously, including the COVID-19 global pandemic and the Saudi Arabia-Russia oil price war. The complaint seeks, on behalf of USO, compensatory damages, restitution, equitable relief, attorney’s fees, and costs. All proceedings in the Mehan Action are stayed pending final disposition of the motion(s) to dismiss in In re: United States Oil Fund, LP Securities Litigation.
USCF LLC, USO, and the other defendants intend to vigorously contest such claims.
In re United States Oil Fund, LP Derivative Litigation
On August 27, 2020, purported shareholders Michael Cantrell and AML Pharm. Inc. DBA Golden International filed two separate derivative actions on behalf of nominal defendant USO, against defendants USCF, John P. Love, Stuart P. Crumbaugh, Andrew F Ngim, Nicholas D. Gerber, Robert L. Nguyen, Gordon L. Ellis, Malcolm R. Fobes, III, and Peter M. Robinson in the U.S. District Court for the Southern District of New York at Civil Action No. 1:20-cv-06974 (the “Cantrell Action”) and Civil Action No. 1:20-cv-06981 (the “AML Action”), respectively.
The complaints in the Cantrell and AML Actions are nearly identical. They each allege violations of Sections 10(b), 20(a) and 21D of the Securities Exchange Act, Rule 10b-5 thereunder, and common law claims of breach of fiduciary duties, unjust enrichment, abuse of control, gross mismanagement, and waste of corporate assets. These allegations stem from USO’s disclosures and defendants’ alleged actions in light of the extraordinary market conditions in 2020 that caused demand for oil to fall precipitously, including the COVID-19 global pandemic and the Saudi Arabia-Russia oil price war. The complaints seek, on behalf of USO, compensatory damages, restitution, equitable relief, attorney’s fees, and costs. The plaintiffs in the Cantrell and AML Actions have marked their actions as related to the Lucas Class Action.
The Court consolidated the Cantrell and AML Actions under the caption In re United States Oil Fund, LP Derivative Litigation, Civil Action No. 1:20-cv-06974 and appointed co-lead counsel. All proceedings in In re United States Oil Fund, LP Derivative Litigation are stayed pending disposition of the motion(s) to dismiss in In re: United States Oil Fund, LP Securities Litigation.
USCF LLC, USO, and the other defendants intend to vigorously contest the claims in In re United States Oil Fund, LP Derivative Litigation.
| 15 |
No accrual or reserve has been made with respect to the above legal matters for the quarter ended September 30, 2026, or the year ended June 30, 2026. We are currently unable to predict the timing or outcome of, or reasonably estimate the possible losses or range of possible losses resulting from these matters. Although we are vigorously contesting the litigation claims discussed above, in the near term it is reasonably possible that we may be required to establish a reserve or an accrual in the future depending upon the outcome of any of the foregoing litigation matters. An adverse outcome in any of these matters could materially adversely affect the Company’s financial condition, results of operations and cash flows.
Retirement Plan
The
Company has a 401(k) Profit Sharing Plan (“401K Plan”) covering U.S. employees. Participants may make contributions pursuant
to a salary reduction agreement. In addition, the 401K Plan makes a safe harbor matching contribution. The Company’s matching contributions
were less than $
NOTE 10. RELATED PARTY TRANSACTIONS
USCF Investments – Related Party Transactions
The
funds managed by USCF LLC and USCF Advisers are considered related parties for financial accounting purposes. The Company’s fund
management revenue, totaling $
Sale of Brigadier
On
June 19, 2025, the Company entered into a stock purchase agreement with SKCAL LLC, an Arizona
limited liability company, pursuant to which the Company agreed to sell to SKCAL LLC all of the shares of stock it owns in its wholly
owned subsidiary, Brigadier Security Systems (2000) Ltd., a Canadian registered corporation for $
NOTE 11. INCOME TAXES
The Company is required to make its best estimate of the annual effective tax rate for the full fiscal year and use that rate to provide for income taxes on a current year-to-date basis. The effective tax rate could fluctuate in the future due to changes in the taxable income mix between various jurisdictions.
NOTE 12. SEGMENT REPORTING
In its operation of the business, our chief operating decision maker (“CODM”), who is our Chief Executive Officer, reviews revenues and operating income (loss) in assessing segment performance and deciding how to allocate cash and other resources. Asset and expense information by segment is not reported as the CODM does not evaluate segments on the basis of assets and expenses at each segment. Corporate headquarters includes, but is not limited to, audit and tax fees, stock-based compensation costs, public company related costs, salaries of executive management, and other company-wide costs.
SCHEDULE OF REVENUES FROM EXTERNAL CUSTOMERS
| 2026 | 2025 | |||||||
| Quarters Ended September 30, | ||||||||
| 2026 | 2025 | |||||||
| Revenue from external customers: | ||||||||
| Fund management - related party | $ | $ | ||||||
| Beauty products | ||||||||
| Financial services | ||||||||
| Total revenue | $ | $ | ||||||
| 2026 | 2025 | |||||||
| Quarters Ended September 30, | ||||||||
| 2026 | 2025 | |||||||
| Income (loss) from continuing operations: | ||||||||
| Fund management - related party | $ | $ | ||||||
| Beauty products | ||||||||
| Financial services | ( | ) | ( | ) | ||||
| Corporate headquarters | ( | ) | ( | ) | ||||
| Total income (loss) from continuing operations | $ | $ | ( | ) | ||||
| 16 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis should be read in conjunction with our consolidated financial statements and the accompanying notes thereto included in this Report and is qualified in its entirety by the foregoing and by more detailed financial information appearing elsewhere in this Report. See “Item 1 - Financial Statements.” In addition to historical financial information, the following discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Some of the numbers included herein have been rounded for the convenience of presentation. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those discussed in the “Special Note Regarding Forward Looking Statements” above.
Our results of operations and the timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those discussed under “Item 1A. Risk Factors” in Part II of this Report and “Item 1A. Risk Factors” in our Form 10-K for the year ended June 30, 2026.
Overview
The Marygold Companies, Inc., a Nevada corporation (“Company,” “The Marygold Companies,” “we,” “our,” or “us”), is a holding company which operates through its wholly owned subsidiaries on a multinational scale that is focused upon financial services, exchange traded funds management and certain other business activities listed below:
| ● | U.S. Fund Management - USCF Investments, Inc., a Delaware corporation (“USCF Investments”), with corporate headquarters in Walnut Creek, California and its wholly owned subsidiaries, which provide fund management services to exchange traded fund and exchange traded products (“ETFs”): |
| ○ | United States Commodity Funds, LLC, a Delaware limited liability company (“USCF LLC”), and | |
| ○ | USCF Advisers, LLC, a Delaware limited liability company (“USCF Advisers”). The principal place of business for each of USCF LLC and USCF Advisers is in Walnut Creek, California. |
| ● | Beauty Products - Kahnalytics, Inc., a California corporation, doing business as “Original Sprout,” located in San Clemente, California. | |
| ● | U.S. and U.K. Financial Services: |
| ○ | Marygold & Co., a Delaware corporation whose principal business office is located in Walnut Creek, California; and |
| ■ | Marygold & Co. Advisory Services, LLC, a wholly owned subsidiary of Marygold & Co., a Delaware limited liability company, was dissolved effective on February 17, 2026. |
| ○ | Marygold & Co., (UK) Limited, a private limited company incorporated and registered in England and Wales, whose registered office is in London, England, and its wholly owned subsidiaries: |
| ■ | Marygold & Co. Limited f/k/a Tiger Financial & Asset Management Limited, a company incorporated and registered in England and Wales, whose registered office is in Northampton, England; and | |
| ■ | Step-By-Step Financial Planners Limited, a company incorporated and registered in England and Wales, whose registered office is in Staffordshire, England. |
| ● | Food Products – Gourmet Foods, Ltd., a registered New Zealand company located in Tauranga, New Zealand and its wholly owned subsidiary, Printstock Products Limited, a registered New Zealand company, with its principal manufacturing facility in Napier, New Zealand. As of March 31, 2026, the Company formally approved a plan to dispose of this segment and thus this segment is being presented as discontinued operations (see Note 3. Discontinued Operations to the condensed consolidated financial statements). | |
| ● | Security Systems – Brigadier Security Systems (2000) Ltd., a Canadian registered corporation, with locations in Regina and Saskatoon, Saskatchewan, Canada. This business was sold to a related party in July 2025 (see Note 7. Sale of Brigadier to the condensed consolidated financial statements). |
| 17 |
Recent Developments
The Marygold Companies To Be Acquired
On September 25, 2026, The Marygold Companies, Inc. entered into a definitive merger agreement pursuant to which funds managed by Madison Dearborn Partners will acquire all of the outstanding shares of the Company for $2.00 per share. Outstanding stock options will be converted into the right to receive cash equal to the product of the number of option shares and the excess of the $2.00 per share purchase price over the exercise price per share. The transaction is expected to close during the first half of 2027 or earlier, upon satisfaction of customary closing conditions, including the approval of Marygold stockholders, regulatory approvals and certain change-of-control approvals. The Company’s Board has voted unanimously to approve the transaction. Certain stockholders of the Company, including Nicholas Gerber, who collectively beneficially own approximately 75% of the Company’s outstanding shares, have entered into voting and support agreements pursuant to which they have agreed to vote their shares in favor of the transaction subject to customary exceptions. In certain circumstances, the Company would be required to pay the acquiring company a termination fee of $2.6 million. Upon completion of the transaction, the Company will become a privately held company and its common stock will no longer be listed on the NYSE American LLC.
Discontinued Operations Classification for Food Products Segment
On March 31, 2026, the Company committed to a plan to dispose of its Food Products segment which is a distinct reporting segment and includes all operations conducted in New Zealand. The Food Products segment consists of two legal entities: Gourmet Foods, Ltd. which is a bakery business and Printstock Products Limited which is a printing business for the food industry and wholly-owned subsidiary of Gourmet Foods, Ltd. The Company expects to dispose of these two entities either collectively or separately through a sale or sales to a third party. The decision to divest the Food Products segment was driven by management’s strategic initiative to focus on its Fund Management and Financial Services related businesses. The disposal represents a strategic shift that will have a significant impact on the Company’s operations and financial results, including the exit from New Zealand and the Food Products segment. The Company is actively marketing the Food Products segment and expects the transaction to be completed within twelve months of the classification date. There can be no assurance the Company will be successful in divesting this business upon terms acceptable to the Company or as to the timing or terms of the final transaction or series of transactions.
Printstock Products Limited
In September 2026, we entered into a definitive agreement to sell our Printstock Products Limited (“Printstock”) business unit to TAG Investments Limited, a New Zealand-based private investment firm, in a cash transaction valued at a minimum of NZ$2,450,000 with final cash proceeds to be determined at closing. The proposed transaction is structured as an asset sale. Based in Napier, New Zealand, Printstock is a digital printer of custom food packaging products for brands predominantly distributed in New Zealand. The proposed transaction is expected to be completed on or about November 20, 2026. It is subject to customary closing conditions, including, but not limited to, due diligence, assignment of the lease and closing inventory valuations.
Quarter Ended September 30, 2026 Compared with Quarter Ended September 30, 2025
Summary Results of Operations
Quarter Ended September 30, | Percentage | |||||||||||
| (in thousands, except percentages) | 2026 | 2025 | Change | |||||||||
| Revenue | $ | 9,356 | $ | 5,208 | 80 | % | ||||||
| Cost of revenue | 403 | 301 | 34 | % | ||||||||
| Gross profit | 8,953 | 4,907 | 82 | % | ||||||||
| Operating expenses | 7,092 | 6,272 | 13 | % | ||||||||
| Income (loss) from continuing operations | 1,861 | (1,365 | ) | -236 | % | |||||||
| Other income, net | 287 | 750 | -62 | % | ||||||||
| Income (loss) from continuing operations before income taxes | 2,148 | (615 | ) | -449 | % | |||||||
| (Provision) benefit from income taxes | (473 | ) | 153 | -409 | % | |||||||
| Net income (loss) from continuing operations | 1,675 | (462 | ) | -463 | % | |||||||
| Net income from discontinued operations, net | 78 | 106 | -26 | % | ||||||||
| Net income (loss) | $ | 1,753 | $ | (356 | ) | -592 | % | |||||
Revenue increased by $4.1 million or 80% for the quarter ended September 30, 2026 driven by increased revenue of $4.1 million at our fund management segment resulting from higher average Assets Under Management (“AUM”). The increase in U.S. fund management revenue was driven by an increase in average AUM. Average AUM for the quarter ended September 30, 2026 was $5.5 billion compared to $2.9 billion for the quarter ended September 30, 2025. The increase in average AUM in the quarter ended September 30, 2026 was due to commodity price fluctuations, along with geopolitical and economic uncertainty.
Gross profit increased by $4.0 million or 82% driven by an increase in revenue of $4.1 million at our fund management segment from the higher average AUM as described above.
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Operating expenses increased by $0.8 million or 13% driven by an increase of $1.4 million at our fund management segment primarily as a result of the higher variable fees tied to the increased average AUM; and partially offset by a $0.3 million reduction in costs in our financial services segment driven by the pause of further development of the Fintech app in the UK and a reduction of $0.3 million in expenses primarily related to compensation in our corporate headquarters segment.
Income (loss) from continuing operations improved by $3.2 million or 236% compared to the prior year quarter as a result of: the increase in profit of $2.6 million in the fund management segment due to the higher average AUM during the quarter; the decrease in financial services loss by $0.3 million from pausing the Marygold Fintech app in the UK in June 2026; and the decrease in loss from of our corporate headquarters segment by $0.4 million.
Other income, net decreased by $0.5 million or 62% for the quarter ended September 30, 2026 compared to the prior year quarter as a result of the $0.5 million gain on sale of Brigadier in the quarter ended September 30, 2025.
Income taxes went from a tax benefit in the first quarter of the prior year due to the taxable loss during that period to a tax provision in the first quarter of the current year due to the taxable income as described above.
Net income from discontinued operations was flat at $0.1 million for both quarterly periods in fiscal 2027 and 2026.
Net income improved by $2.1 million from a net loss of $0.4 million in the prior year quarter and was driven by the net effect of the changes discussed above.
Reportable Segments
Quarter Ended September 30, 2026 Compared with Quarter Ended September 30, 2025
SEGMENT RESULTS OF OPERATIONS
| Quarters Ended September 30, | Percentage | |||||||||||
| (in thousands, except percentages) | 2026 | 2025 | Change | |||||||||
| Revenue | ||||||||||||
| Fund management - related party | $ | 8,404 | $ | 4,329 | 94 | % | ||||||
| Beauty products | 792 | 671 | 18 | % | ||||||||
| Financial services | 160 | 208 | -23 | % | ||||||||
| Total revenue | $ | 9,356 | $ | 5,208 | 80 | % | ||||||
| Income (loss) from continuing operations | ||||||||||||
| Fund management - related party | $ | 3,012 | $ | 380 | 693 | % | ||||||
| Beauty products | 114 | 123 | -7 | % | ||||||||
| Financial services | (123 | ) | (373 | ) | -67 | % | ||||||
| Corporate headquarters | (1,142 | ) | (1,495 | ) | -24 | % | ||||||
| Total income (loss) from continuing operations | $ | 1,861 | $ | (1,365 | ) | -236 | % | |||||
U.S. Fund Management – Related Party - USCF Investments
USCF Investments earns monthly management and advisory fees based on an investment management or advisory agreement with each ETF or ETP that it manages. The management fees are determined on the basis of a contractual basis point management fee multiplied by the average AUM over the given period. Average AUM for the quarter ended September 30, 2026 was $5.5 billion compared to $2.9 billion for the quarter ended September 30, 2025. As a result of higher average AUM for the current quarter when compared to the quarter ended September 30, 2025, revenue increased by $4.1 million or 94%. The increase in average AUM in the quarter ended September 30, 2026 was due to commodity price fluctuations, including energy price volatility associated with geopolitical events in the Middle East and Eastern Europe, as well as other geopolitical and economic uncertainty affecting inventory and demand.
Operating income increased by $2.6 million or 693% for the quarter ended September 30, 2026 compared to the same quarter in 2025 driven by higher revenue and partially offset by increases in sub-advisor fees (related to growth in newer funds) and by variable operating expenses that are tied to higher average AUM from other funds.
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Beauty Products – Original Sprout
Original Sprout derives its revenues from the sale of proprietary hair and skin care products marketed to domestic and international distributors, grocery stores, hair salons and direct-to-consumers via online platforms. Revenue increased by $0.1 million or 18% driven by improved performance by its distribution channels.
Operating income was flat at $0.1 million for the quarter ended September 30, 2026, as compared to the prior year quarter.
U.S. and U.K. Financial Services – Marygold US and Marygold UK
Our Financial Services segment is comprised of Marygold US and Marygold UK, which are distinct operating entities with differing revenue streams.
Marygold US
Marygold US developed and launched a mobile banking fintech app which earned revenue in the form of management fees based on a percentage of the amount of account holder funds invested in various curated ETF portfolios offered on the app (“Money Pools”), and from transaction fees when account holders used a debit card. The app was soft-launched in June 2023 as a proof of concept. Since that time, the app earned only de minimis revenues. As a result, the offering of the app in the US was paused by Marygold US effective March 31, 2025. For the quarters ended September 30, 2026 and 2025, Marygold US had no revenue and minimal expenses.
Marygold UK
Marygold UK is a U.K. holding company which operates through its two wholly-owned subsidiaries Marygold & Co. Limited f/k/a Tiger Financial and Asset Management Limited and Step By Step Financial Planners, both of which are registered investment advisors which earn revenues based on the amount of AUM and from the sale of financial products, including insurance, to customers in the U.K.
Our total Financial Services revenue, derived entirely from Marygold UK, was $0.2 million in both quarters ended September 30, 2026 and 2025. Marygold UK had developed a fintech app designed specifically for use by Marygold UK clients. The app was launched in the U.K. in March 2025, earned only de minimis revenue, was removed from the market in April 2026, its offering, development and marketing were paused effective June 30, 2026. The consolidated operating loss for financial services was $0.1 million in the quarter ended September 30, 2026, compared with a loss of $0.4 million in the prior year quarter.
Corporate Headquarters
The Marygold Companies as a holding company has no significant revenue, however, it does have operating expenses such as, but not limited to, salaries, audit and legal fees, NYSE American listing fees and expenses, expenses related to compliance with its SEC periodic reporting requirements, insurance, and investor relations which produce operating losses. Operating loss for the corporate headquarters decreased by $0.4 million for the quarter ended September 30, 2026 as compared to the same period in 2025 driven by higher compensation related expenses in the prior year quarter.
Liquidity and Capital Resources
We are a multinational holding company that conducts our individual diversified business operations through our wholly-owned subsidiaries. At the holding-company level, our liquidity needs relate to operational expenses, the funding of additional business acquisitions and new investment opportunities including the investment by our fund management business in the development of new exchange traded funds or products. Our operating subsidiaries’ principal liquidity requirements arise from cash used in operating activities, and capital expenditures, including purchases of equipment and services, operating costs and expenses, and income taxes. Cash is managed at the holding company and the subsidiary level. There are generally no legal limitations or constraints on the movement of funds between the entities, however there are potential tax consequences for funds moved from foreign subsidiaries to the parent company. Additionally, our registered investment advisor subsidiaries are required to maintain certain minimum capital requirements.
As of September 30, 2026, we had $4.5 million of cash and cash equivalents on a consolidated basis as compared to $2.9 million as of June 30, 2026, an increase of $1.6 million or 56%. Our cash provided by operating activities for the quarter ended September 30, 2026 was $1.8 million. Effective June 30, 2026 we paused the offering, development and marketing of the mobile Fintech app in the U.K which has reduced our expenses related to our Fintech app during the quarter ended September 30, 2026. We have expensed a total of $19.5 million overall in the Fintech app since the project was implemented in 2019. Over the coming 12 months we currently expect to generate proceeds from the sale of our Food Products segment and plan to further curtail funding for our fintech-based subsidiary operations. Our working capital position remains strong at $15.7 million as of September 30, 2026.
Lease Liability
The Company has various leases for offices, warehouses and manufacturing facilities. The total amount due under these obligations was $0.3 million as of September 30, 2026. The obligations will reduce over the passage of time through periodic lease payments. See Note 9. for further analysis of this obligation.
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Investments
USCF Investments, from time to time, provides initial investments in the creation of ETP funds that USCF Investments manages. USCF Investments classifies these investments as current assets as these investments are generally sold within one year from the balance sheet date. As of September 30, 2026, USCF Investments held investment positions in two of its exchange traded funds registered under the Investment Company Act of 1940, as amended, ZSB and USE of $0.2 million and $0.7 million, respectively. These investment positions along with other investments, as applicable, are described further in Note 6. to our Financial Statements.
Dividends
We have never declared or paid any cash dividends on our capital stock. We intend to retain future earnings, if any, to finance the operation and expansion of our businesses and do not anticipate paying any cash dividends in the foreseeable future. Any future determination related to our dividend policy will be made at the discretion of our board of directors after considering our financial condition, results of operations, capital requirements, business prospects and other factors our board of directors deems relevant, and subject to the restrictions contained in any future financing instruments or under Nevada corporations’ law.
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
As a “smaller reporting company,” we are not required to provide the information required by this Item.
Item 4. Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this Report, our Chief Executive Officer and Chief Accounting Officer conducted evaluations of our disclosure controls and procedures. We maintain disclosure controls and procedures that are designed to provide reasonable assurances that the information required to be disclosed in the periodic reports we file or submit under Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Securities Exchange Act”), is recorded, processed, summarized and reported within the time period specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Securities Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that there are inherent limitations to the effectiveness of any system of disclosure controls and procedures and any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving their control objectives.
Our management, including our Chief Executive Officer and Chief Accounting Officer, after evaluating the effectiveness of our disclosure controls and procedures, concluded that our disclosure controls and procedures were effective as of the end of the period covered by this Report.
(b) Changes in Internal Control Over Financial Reporting
There were no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) under the Securities Exchange Act) during the quarterly period covered by this report that have materially affected or are reasonably likely to materially affect our internal controls over financial reporting.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Refer to “Note 9. Commitments And Contingencies – Litigation” in our Condensed Consolidated Financial Statements included in this Report.
Item 1A. Risk Factors
We are subject to certain risks and uncertainties in our business operations. You should carefully consider the factors discussed under “Item 1A -Risk Factors” in our Annual Report on Form 10-K for our fiscal year ended June 30, 2026 (“2026 Form 10-K”). The risks discussed in our 2026 Form 10-K, our other filings with the SEC, and the risks discussed herein could materially affect our business, financial condition, results of operations and the market for our shares. The risks described in our 2026 Form 10-K and our other SEC filings are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business, financial condition or operating results.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Securities Trading Plans of Directors and Executive Officers
During
the fiscal quarter ended September 30, 2026, none of the Company’s directors or officers, as defined in Section 16 of the Securities
Exchange Act of 1934,
Item 6. Exhibits
The following exhibits are filed or incorporated by reference as part of this Form 10-Q:
| Exhibit No. | Description | |
| 2.1 | Agreement and Plan of Merger, dated as of September 25, 2026, by and among Flower AcquireCo, LLC, Flower Merger Sub, Inc. and The Marygold Companies, Inc. (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed on September 28, 2026). | |
| 31.1 | Certification of Principal Executive Officer pursuant to Rules 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 31.2 | Certification of Principal Accounting Officer pursuant to Rules 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 32.1 | Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 32.2 | Certification of Principal Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
* Indicates management contract or any compensatory plan, contract or arrangement.
| 101.INS | Inline XBRL Instance Document# | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document# | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document# | |
| 101.LAB | Inline XBRL Taxonomy Extension Labels Linkbase Document# | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document# | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document# | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
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SIGNATURES
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. | ||
| Dated: November 6, 2026 | By: | /s/ Nicholas D. Gerber |
| Nicholas D. Gerber | ||
| Chief Executive Officer (Principal Executive Officer) | ||
| By: | /s/ Scott A. West | |
| Scott A. West | ||
| Chief Accounting Officer (Principal Accounting Officer) | ||
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