10q10k10q10k.net

What changed in U S GLOBAL INVESTORS INC's 10-K — 2024 vs 2025

vs

Paragraph-level year-over-year comparison of U S GLOBAL INVESTORS INC's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+164 added−190 removedSource: 10-K (2025-09-08) vs 10-K (2024-09-10)

Top changes in U S GLOBAL INVESTORS INC's 2025 10-K

164 paragraphs added · 190 removed · 136 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

17 edited+1 added−1 removed34 unchanged
Biggest changeIn September 2023, the Board of Trustees of USGIF approved the annual renewal of the administrative services agreement. Management anticipates that the administrative services agreement will be renewed. Corporate Investments Investment Activities. In addition to providing management and advisory services, the Company is actively engaged in investing for its own account.
Biggest changeThe administrative services agreement with USGIF is subject to renewal on an annual basis and is terminable upon 60 days' notice. In September 2024, the Board of Trustees of USGIF approved the annual renewal of the administrative services agreement. Management anticipates that the administrative services agreement will be renewed. Corporate Investments Investment Activities.
Our compensation program is designed to attract, retain and reward qualified individuals who possess the skills and motivation necessary to support our business objectives and assist in the achievement of goals. Key to our compensation program are performance-based cash and fund share bonuses and incentives for achieving professional certifications.
Our compensation program is designed to attract, retain and reward qualified individuals who possess the skills and motivation necessary to support our business objectives and assist in the achievement of goals. Key to our compensation program is performance-based cash and fund share bonuses and incentives for achieving professional certifications.
The Company also posts its Corporate Governance Guidelines, Code of Business Conduct, Code of Ethics for CEO and Principal Financial Officer, Board Diversity Matrix, and the charters of the audit and compensation committees of its Board of Directors on the Company’s website in the “Policies and Procedures” section of "About Us." The Company’s SEC filings and governance documents are available in print to any stockholder that makes a written request to: Investor Relations, U.S.
The Company also posts its Corporate Governance Guidelines, Code of Business Conduct, Code of Ethics for CEO and Principal Financial Officer, and the charters of the audit and compensation committees of its Board of Directors on the Company’s website in the “Policies and Procedures” section of "About Us." The Company’s SEC filings and governance documents are available in print to any stockholder that makes a written request to: Investor Relations, U.S.
As required by the Investment Company Act of 1940, as amended (“Investment Company Act”), the advisory agreement with USGIF is subject to annual renewal and is terminable upon a 60 days' notice. In September 2023, the Board of Trustees of USGIF approved the annual renewal of the advisory agreement. Management anticipates that the advisory agreement will be renewed.
As required by the Investment Company Act of 1940, as amended (“Investment Company Act”), the advisory agreement with USGIF is subject to annual renewal and is terminable upon a 60 days' notice. In September 2024, the Board of Trustees of USGIF approved the annual renewal of the advisory agreement. Management anticipates that the advisory agreement will be renewed.
Regulatory pronouncements and oversight have significantly increased the burden of compliance infrastructure with respect to the mutual fund industry and the capital markets. This momentum of regulations has contributed significantly to the costs of managing and administering mutual funds. U.S. Global is registered as an investment adviser with the SEC.
Regulatory pronouncements and oversight have significantly increased the burden of compliance infrastructure with respect to the investment advisory industry and the capital markets. This momentum of regulations has contributed significantly to the costs of managing and administering mutual funds. U.S. Global is registered as an investment adviser with the SEC.
Costs of distribution and compliance continue to put pressure on profit margins for the mutual fund industry. Despite the Company’s expertise in gold mining and exploration, natural resources, and airlines, the Company faces the same obstacles many advisers face, namely uncovering undervalued investment opportunities as the markets face further uncertainty and increased volatility.
Costs of distribution and compliance continue to put pressure on profit margins for the investment advisory industry. Despite the Company’s expertise in gold mining and exploration, natural resources, and airlines, the Company faces the same obstacles many advisers face, namely uncovering undervalued investment opportunities as the markets face further uncertainty and increased volatility.
Many of these institutions are able to engage in more liberal advertising than mutual funds and ETFs and may offer accounts at competitive interest rates, which may be insured by federally chartered corporations such as the Federal Deposit Insurance Corporation. 2 Table of Contents A number of mutual fund groups are significantly larger than the funds managed by U.S.
Many of these institutions are able to engage in more liberal advertising than mutual funds and ETFs and may offer accounts at competitive interest rates, which may be insured by federally chartered corporations such as the Federal Deposit Insurance Corporation. 2 Table of Contents A number of investment advisors manage significantly larger funds than U.S.
Additional Segment Information See additional financial information about business segments in Part II, Item 8, Financial Statements and Supplementary Data at Note 16, Financial Information by Business Segment, of this Annual Report on Form 10-K. Human Capital As of June 30, 2024, U.S. Global and its wholly-owned subsidiaries employed 23 full-time employees and 3 part-time employees.
Additional Segment Information See additional financial information about business segments in Part II, Item 8, Financial Statements and Supplementary Data at Note 15, Financial Information by Business Segment, of this Annual Report on Form 10-K. Human Capital As of June 30, 2025, U.S. Global and its wholly-owned subsidiaries employed 23 full-time employees and 1 part-time employee.
According to the Investment Company Institute, at the end of 2023 there were approximately 8,600 domestically registered open-end investment companies and approximately 3,300 exchange-traded funds of varying sizes and investment policies, whose shares are being offered to the public in the U.S.
According to the Investment Company Institute, at the end of 2024 there were approximately 8,400 domestically registered open-end investment companies and approximately 3,900 exchange-traded funds of varying sizes and investment policies, whose shares are being offered to the public in the U.S.
Global, offer a greater variety of investment objectives and have greater resources to promote the sale of investments therein. However, the Company believes it has the resources, products, and personnel to compete with these other mutual funds. In particular, the Company is known for its expertise in gold mining and exploration, natural resources, and airlines.
Global, offer a greater variety of investment objectives and have greater resources to promote the sale of investments therein. However, the Company believes it has the resources, products, and personnel to compete effectively within the investment advisory industry. In particular, the Company is known for its expertise in gold mining and exploration, natural resources, and airlines.
The Company also serves as investment advisor to one European-based ETF, The Travel UCITS ETF. The advisory services agreement for The Travel UCITS ETF is not subject to renewal on an annual basis and is terminable upon 6-months' notice. 1 Table of Contents Net assets under management on June 30, 2024, and 2023, are detailed in the following table.
The advisory services agreement for The Travel UCITS ETF is not subject to renewal on an annual basis and is terminable upon 6-months' notice. 1 Table of Contents Net assets under management on June 30, 2025, and 2024, are detailed in the following table.
In addition to providing advisory services to USGIF, the Company provides advisory services to three U.S.-based ETF clients: U.S. Global Jets ETF, U.S. Global GO GOLD and Precious Metal Miners ETF, and the U.S. Global Sea to Sky Cargo ETF. The advisory agreement for the U.S. based ETFs have been renewed through July 2025.
In addition to providing advisory services to USGIF, the Company provides advisory services to four U.S.-based ETF clients: U.S. Global Jets ETF, U.S. Global GO GOLD and Precious Metal Miners ETF, U.S. Global Sea to Sky Cargo ETF, and the U.S. Global Technology and Aerospace & Defense ETF.
Assets Under Management (“AUM”) Fund Ticker June 30, 2024 June 30, 2023 (dollars in thousands) ETF Clients Airline, Travel and Cargo U.S. Global Jets ETF JETS $ 1,152,909 $ 1,939,144 The Travel UCITS ETF (1) TRIP 19,750 - U.S. Global Sea to Sky ETF SEA 7,219 3,636 U.S.
Assets Under Management (“AUM”) Fund Ticker June 30, 2025 June 30, 2024 (dollars in thousands) ETF Clients Airline, Travel and Cargo U.S. Global Jets ETF JETS $ 814,362 $ 1,152,909 The Travel UCITS ETF TRIP 20,257 19,750 U.S. Global Sea to Sky ETF SEA 8,382 7,219 Total Airline, Travel and Cargo 843,001 1,179,878 Gold and Natural Resources U.S.
See segment information in the Notes to the Consolidated Financial Statements at Note 16, Financial Information by Business Segment, of this Annual Report on Form 10-K.
In addition to providing management and advisory services, the Company is actively engaged in investing for its own account. See segment information in the Notes to the Consolidated Financial Statements at Note 15, Financial Information by Business Segment, of this Annual Report on Form 10-K.
Global Investors Funds Gold and Natural Resources Gold and Precious Metals USERX 101,515 99,697 Global Resources PSPFX 41,720 50,758 World Precious Minerals UNWPX 41,608 47,661 Total Gold and Natural Resources 184,843 198,116 Emerging Markets Emerging Europe (2) EUROX - 12,274 China Region (2) USCOX - 6,707 Total Emerging Markets - 18,981 International Equity Global Luxury Goods USLUX 48,453 48,232 Total International Equity 48,453 48,232 Bond U.S.
Global Investors Funds Gold and Natural Resources Gold and Precious Metals USERX 156,587 101,515 World Precious Minerals UNWPX 48,623 41,608 Global Resources PSPFX 40,612 41,720 Total Gold and Natural Resources 245,822 184,843 International Equity Global Luxury Goods USLUX 50,934 48,453 Total International Equity 50,934 48,453 Bond U.S.
Global Jets UCITS ETF (1) JETS - 5,893 Total Airline, Travel and Cargo 1,179,878 1,948,673 Gold and Natural Resources U.S. Global GO GOLD and Precious Metal Miners ETF GOAU 94,089 92,980 Total Gold and Natural Resources 94,089 92,980 Total ETF Clients 1,273,967 2,041,653 U.S.
Global GO GOLD and Precious Metal Miners ETF GOAU 124,160 94,089 Total Gold and Natural Resources 124,160 94,089 Technology, Aerospace and Defense U.S. Global Technology and Aerospace & Defense ETF WAR 6,055 - Total Technology, Aerospace and Defense 6,055 - Total ETF Clients 973,216 1,273,967 U.S.
Government Securities Ultra-Short Bond UGSDX 30,072 33,214 Near-Term Tax Free NEARX 25,030 29,896 Total Bond 55,102 63,110 Total U.S. Global Investors Funds 288,398 328,439 Total AUM $ 1,562,365 $ 2,370,092 1. During fiscal 2024, the U.S. Global Jets UCITS ETF merged into The Travel UCITS ETF. 2. During fiscal 2024, the Emerging Europe and China Region funds were liquidated.
Government Securities Ultra-Short Bond UGSDX 28,783 30,072 Near-Term Tax Free NEARX 24,896 25,030 Total Bond 53,679 55,102 Total U.S. Global Investors Funds 350,435 288,398 Total AUM $ 1,323,651 $ 1,562,365 Administrative Services. The Company also manages, supervises and conducts certain other affairs of USGIF, subject to the control of the Funds’ Board of Trustees pursuant to an administrative services agreement.
Removed
Administrative Services. The Company also manages, supervises and conducts certain other affairs of USGIF, subject to the control of the Funds’ Board of Trustees pursuant to an administrative services agreement. The administrative services agreement with USGIF is subject to renewal on an annual basis and is terminable upon 60 days' notice.
Added
The advisory agreements for the U.S.-based ETFs have been renewed through July 2026. The Company also serves as investment advisor to one European-based ETF, The Travel UCITS ETF.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

32 edited+8 added−16 removed43 unchanged
Biggest changeAccordingly, a decline in the price of securities held in funds under management would be expected to cause revenues and net income to decline, which would result in lower advisory fees, or cause increased shareholder redemptions in favor of investments they perceive as offering greater opportunity or lower risk, which redemptions would also result in lower advisory fees.
Biggest changeSuch declines may also lead to increased shareholder redemptions in favor of investments perceived as offering greater opportunity or lower risk, which would further reduce advisory fees. The Company's ability to compete and grow depends on the relative attractiveness of its investment products, as well as its investment performance and strategies under prevailing market conditions.
The Company currently has a substantial portion of its assets in corporate investments. These investments are subject to investment market risk, and investment income could be adversely affected by the realization of losses upon disposition of investments or the recognition of significant unrealized losses or impairments.
The Company currently has a significant portion of its assets in corporate investments. These investments are subject to investment market risk, and investment income could be adversely affected by the realization of losses upon disposition of investments or the recognition of significant unrealized losses or impairments.
In addition, such transactions are subject to acquisition costs and expenses, are likely to divert the attention of management’s time, and can dilute the stockholders of the combined company if the acquisition is made for stock of the combined company. 6 Table of Contents Risks Related to Our Operations Natural disasters, epidemics, pandemics and other unpredictable events could adversely affect our operations.
In addition, such transactions are subject to acquisition costs and expenses, are likely to divert the attention of management’s time, and can dilute the stockholders of the combined company if the acquisition is made for stock of the combined company. Risks Related to Our Operations Natural disasters, epidemics, pandemics, and other unpredictable events could adversely affect our operations.
This restriction may discourage potential purchasers from acquiring a controlling interest in the Company. 5 Table of Contents Risks Related to Our Common Stock One person beneficially owns substantially all of our voting stock and controls the outcome of all matters requiring a vote of stockholders, which may influence the value of our publicly traded non-voting stock.
This restriction may discourage potential purchasers from acquiring a controlling interest in the Company. Risks Related to Our Common Stock One person beneficially owns substantially all of our voting stock and controls the outcome of all matters requiring a vote of stockholders, which may influence the value of our publicly traded non-voting stock.
In addition, the Company has invested in convertible securities in the cryptocurrency mining industry through its corporate investments. Cryptocurrency markets and related stocks have been, and are expected to continue to be, volatile. This volatility may have a material impact on the Company’s financial statements and thus affect the Company’s common stock market price.
In addition, the Company has invested in securities within the cryptocurrency industry through its corporate investments. Cryptocurrency markets and related stocks have been, and are expected to continue to be, volatile. This volatility may have a material impact on the Company’s financial statements and thus affect the Company’s common stock market price.
Natural disasters, outbreaks of epidemics or pandemics, terrorist attacks, extreme weather events or other unpredictable events could adversely affect our revenues, expenses, and net income by: ● decreasing investment valuations in, and returns on, the investment portfolios that we manage and our corporate portfolio, thus causing reductions and volatility in revenue, ● causing disruptions in national or global economies that decrease investor confidence and make investment products generally less attractive, ● incapacitating or reducing the availability of key personnel necessary to conduct our business activities, ● interrupting the Company’s business operations or those of critical service providers, ● triggering technology delays or failures, and ● requiring substantial capital expenditures and operating expenses to remediate damage, replace our facilities, and restore our operations.
Natural disasters, public health crises, terrorist attacks, extreme weather events or other unpredictable events could adversely affect our revenues, expenses, and net income by: ● decreasing investment valuations in, and returns on, the investment portfolios that we manage and our corporate portfolio, thus causing reductions and volatility in revenue, ● causing disruptions in national or global economies that decrease investor confidence and make investment products generally less attractive, ● incapacitating or reducing the availability of key personnel necessary to conduct our business activities, ● interrupting the Company’s business operations or those of critical service providers, ● triggering technology delays or failures, and ● requiring substantial capital expenditures and operating expenses to remediate damage, replace our facilities, and restore our operations.
These information systems include data network and telecommunications, internet access and our websites, and various computer hardware equipment and software applications. These information systems are subject to damage or interruption from a number of potential sources including natural disasters, software viruses or other malware, power failures, cyber-attacks and other events.
These information systems include data network and telecommunications, internet access and our websites, and various computer hardware equipment and software applications. These information systems are subject to damage or interruption from a number of potential sources including natural disasters, software viruses or other malware, power failures, cyberattacks and other events.
Macroeconomic declines, including inflation; negative political developments, including volatile market conditions due to investor concerns regarding inflation, and the Russia-Ukraine and Israel-Palestine conflicts; adverse market conditions; and catastrophic events may cause a decline in the Company’s revenue, an increase in the Company’s costs, negatively affect the Company’s operating results, adversely affect the Company’s cash flow, and could result in a decline in the Company’s stock price.
Macroeconomic declines, including inflation; negative political developments, including volatile market conditions due to investor concerns regarding inflation, and the Russia-Ukraine and Middle East conflicts; adverse market conditions; and catastrophic events may cause a decline in the Company’s revenue, an increase in the Company’s costs, negatively affect the Company’s operating results, adversely affect the Company’s cash flow, and could result in a decline in the Company’s stock price.
We rely upon certain critical information systems for the operation of our business, and the failure of any critical information system, including a cyber-security breach, may result in harm to our business. We are heavily dependent on technology infrastructure and rely upon certain critical information systems for the effective operation of our business.
We rely upon certain critical information systems for the operation of our business, and the failure of any critical information system, including a cybersecurity breach, may result in harm to our business. We are heavily dependent on technology infrastructure and rely upon certain critical information systems for the effective operation of our business.
A “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements would not be prevented or detected on a timely basis.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the financial statements would not be prevented or detected on a timely basis.
Global Jets ETF (79 percent and 83 percent of average net assets for fiscal years 2024 and 2023, respectively). Consequently, the Company’s revenues followed a similar pattern of concentration (80 percent and 84 percent of total operating revenues for fiscal years 2024 and 2023, respectively).
Global Jets ETF (69 percent and 79 percent of average net assets for fiscal years 2025 and 2024, respectively). Consequently, the Company’s revenues followed a similar pattern of concentration (69 percent and 80 percent of total operating revenues for fiscal years 2025 and 2024, respectively).
Finally, federal legislation relating to cyber-security threats could impose additional requirements on our operations. Higher insurance premiums and related insurance coverage risks could increase costs and reduce profitability. While U.S.
Finally, federal legislation relating to cybersecurity threats could impose additional requirements on our operations. 7 Table of Contents Higher insurance premiums and related insurance coverage risks could increase costs and reduce profitability. While U.S.
If the Company loses the availability of employees, or if it is unable to respond adequately to such an event in a timely manner, revenues, expenses, and net income could be negatively impacted.
If the Company loses the availability of employees, or if it is unable to respond adequately to such an event in a timely manner, revenues, expenses, and net income could be negatively impacted. The loss of key personnel could negatively affect the Company ’ s financial performance.
Adverse changes in foreign currencies could negatively impact financial results. We have cash and certain corporate investments held in foreign currencies. Adverse changes in foreign currency exchange rates would also lower the value of those assets.
Adverse changes in foreign currencies could negatively impact financial results. We have cash and certain corporate investments denominated in foreign currencies. Adverse changes in foreign currency exchange rates may reduce the value of those assets.
The Company is subject to financial services laws, regulations, corporate governance requirements, administrative actions and policies. During the past two decades, federal securities laws have been substantially augmented and made significantly more complex by the S-Ox Act, the USA PATRIOT Act of 2001, and the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”).
The Company is subject to financial services laws, regulations, corporate governance requirements, administrative actions and policies. Over the past several decades, federal securities laws have been significantly expanded and made more complex by legislation such as the Sarbanes-Oxley Act, the USA PATRIOT Act of 2001, and the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”).
The Company ’ s clients can terminate their agreements with the Company on short notice, which may lead to unexpected declines in revenue and profitability. The Company’s investment advisory agreements are generally terminable on short notice and subject to annual renewal.
Therefore, poor investment performance relative to the portfolio benchmarks and to competitors could impair the Company’s revenues and growth. The Company ’ s clients can terminate their agreements with the Company on short notice, which may lead to unexpected declines in revenue and profitability. The Company’s investment advisory agreements are generally terminable on short notice and subject to annual renewal.
The Company intends to pay cash dividends on a monthly basis, but the Board of Directors, at its discretion, may decrease the level or frequency of dividends or discontinue payment of dividends entirely based on earnings, operations, capital requirements, general financial condition of the Company, and general business conditions.
The Company intends to pay cash dividends on a monthly basis, but the Board of Directors, at its discretion, may decrease the level or frequency of dividends or discontinue payment of dividends entirely based on earnings, operations, capital requirements, general financial condition of the Company, and general business conditions. 6 Table of Contents Acquisitions involve inherent risks that could compromise the success of the combined business and dilute the holdings of current stockholders.
The Company cannot be certain that our clients will consent to assignments of our investment management agreements or approve new agreements with us if an assignment occurs.
In our case, an assignment would occur with the transfer or issuance of a controlling block of Class C shares. The Company cannot be certain that our clients will consent to assignments of our investment management agreements or approve new agreements with us if an assignment occurs.
These transactions involve assessing the value, strengths, weaknesses, liabilities and potential profitability of the transactions, and if our assessment is incorrect, the success of the combined business could be jeopardized.
As part of our business strategy, we may pursue corporate development transactions, including the acquisition of asset management firms. These transactions involve assessing the value, strengths, weaknesses, liabilities and potential profitability of the transactions, and if our assessment is incorrect, the success of the combined business could be jeopardized.
Global’s insurance policies come up for renewal, the Company may need to assume higher deductibles or co-insurance liabilities, or pay higher premiums, which would increase the Company’s expenses and reduce net income. 7 Table of Contents We have identified a material weakness in our internal control over financial reporting.
Global’s insurance policies come up for renewal, the Company may need to assume higher deductibles or co-insurance liabilities, or pay higher premiums, which would increase the Company’s expenses and reduce net income.
As further described in Item 9A of this Form 10-K, management has concluded that, because of a material weakness in internal control over financial reporting, our internal control over financial reporting and our disclosure controls and procedures were not effective as of June 30, 2024.
As further described in Item 9A of this Annual Report on Form 10-K, management identified a material weakness in our internal control over financial reporting that existed as of June 30, 2024.
The funds' board and shareholders must vote to continue the agreement following its assignment, the cost of which ordinarily would be borne by the Company. Under the Advisers Act, a client's investment management agreement may not be assigned by the investment advisor without the client's consent.
Under the Investment Company Act, an investment management agreement with a fund must provide for its automatic termination in the event of its assignment. The funds' board and shareholders must vote to continue the agreement following its assignment, the cost of which ordinarily would be borne by the Company.
Typically, investments subject to interest rate risk will decrease in value when interest rates rise and increase in value when interest rates decline. Fluctuations in investment income are expected to continue in the future. The Company has indirect exposure to the cryptocurrency markets through its investments.
The Company’s investments in debt securities are subject to interest rate risk, and unfavorable changes in interest rates could negatively impact their value and related investment income. Fluctuations in investment income are expected to continue in the future. The Company has indirect exposure to the cryptocurrency markets through its investments.
The investments in the funds are subject to significant loss due to political, economic and diplomatic developments, currency fluctuations, social instability, and changes in governmental policies, including trading policies, regulatory requirements, tariffs and other barriers.
Market-specific risks may negatively impact the Company ’ s earnings. The Company manages certain funds in the natural resources sector, which is highly cyclical. The investments in the funds are subject to significant loss due to political, economic and diplomatic developments, currency fluctuations, social instability, and changes in governmental policies, including trading policies, regulatory requirements, tariffs and other barriers.
While we regularly assess the likely outcomes of these potential audits, there can be no assurance that we will accurately predict the outcome of a potential audit, and an audit could have a material adverse impact on our business, results of operations, and financial condition.
While we regularly assess the likely outcomes of these potential audits, there can be no assurance that we will accurately predict the outcome of a potential audit, and an audit could have a material adverse impact on our business, results of operations, and financial condition. 5 Table of Contents Investment Company Act - Certain changes in control of the Company would automatically terminate our investment management agreements with our client unless the funds' boards of directors and shareholders vote to continue the agreements.
Cryptocurrencies (also referred to as “virtual currencies” and “digital currencies”) are digital assets that are designed to act as a medium of exchange. Although the Company has no current intention of directly investing in cryptocurrencies, the Company has indirect exposure to cryptocurrencies by investing in securities of issuers with exposure to the cryptocurrency industry.
Although the Company has no current intention of directly investing in cryptocurrencies, the Company has indirect exposure to cryptocurrencies by investing in securities of issuers with operations in the cryptocurrency industry, such as mining companies, as well as in ETFs that hold cryptocurrency-related assets.
Under the Company’s advisory fee arrangements, the fees received are primarily based on the market value of assets under management.
Under the Company’s advisory fee arrangements, the fees received are primarily based on the market value of assets under management. Accordingly, a decline in the price of securities held in funds under management would be expected to reduce revenues and net income by lowering advisory fees.
An adverse outcome of any such proceeding could involve substantial financial penalties. From time to time, various claims against us arise in the ordinary course of business, including employment-related claims. There has been increased incidence of litigation and regulatory investigations in the financial services industry in recent years, including customer claims and class action suits alleging substantial monetary damages.
An adverse outcome of any such proceeding could involve substantial financial penalties. From time to time, various claims against us arise in the ordinary course of business, including employment-related claims. Certain insurance coverage may not be available or may be prohibitively expensive in future periods. As U.S.
Cryptocurrencies (some of the most well-known include Bitcoin, Dogecoin and Ethereum) are not backed by any government, corporation, or other identified body. Trading markets for cryptocurrencies are often unregulated and may be more exposed to operational or technical issues as well as the potential for fraud or manipulation than established, regulated exchanges for securities, derivatives and traditional currencies.
As a result, cryptocurrency markets may be more exposed to operational or technical issues, as well as the potential for fraud or manipulation, compared with the established, regulated exchanges for securities, derivatives, and traditional currencies. Cryptocurrencies have been subject to significant fluctuations in value.
Certain assets under management also have exposure to foreign currency fluctuations in various markets, which could have an impact on their valuation and thus the revenue we receive. 9 Table of Contents
In addition, certain assets under management have exposure to foreign currency fluctuations in various markets, which may adversely impact their valuation and, consequently, the revenue we receive. Regulatory developments such as the GENIUS Act may adversely impact companies in which we invest. In July 2025, the United States enacted the Guiding and Establishing National Innovation for U.S.
An advisor's ownership is considered to be assigned to another party when a controlling block of the advisor's ownership is transferred. In our case, an assignment would occur with the transfer or issuance of a controlling block of Class C shares.
Under the Advisers Act, a client's investment management agreement may not be assigned by the investment advisor without the client's consent. An advisor's ownership is considered to be assigned to another party when a controlling block of the advisor's ownership is transferred.
Future changes in financial institution regulation may increase the costs of compliance and the complexity of operations.
New laws, as well as changes in interpretations and enforcement of existing requirements, have required the Company to dedicate additional time and resources towards compliance. Future changes in financial regulation may further increase compliance costs and operational complexity, which could adversely affect the Company's results of operations.
Removed
With new laws and changes in interpretations and enforcement of existing requirements, the associated time the Company must dedicate to, and related costs the Company must incur in, meeting the regulatory complexities of the business have increased. In order to comply with these requirements, the Company has had to expend additional time and resources.
Added
We previously identified a material weakness in our internal control over financial reporting, which has since been remediated, but may continue to impact perceptions of our controls and expose the Company to potential risk.
Removed
Investment Company Act - Certain changes in control of the Company would automatically terminate our investment management agreements with our client unless the funds' boards of directors and shareholders vote to continue the agreements. Under the Investment Company Act, an investment management agreement with a fund must provide for its automatic termination in the event of its assignment.
Added
While this material weakness has been remediated as of June 30, 2025, and management has concluded that our internal control over financial reporting and disclosure controls and procedures were effective as of June 30, 2025, the material weakness impacted our internal control environment during the period covered by this Annual Report on Form 10-K.
Removed
Acquisitions involve inherent risks that could compromise the success of the combined business and dilute the holdings of current stockholders. As part of our business strategy, we may pursue corporate development transactions, including the acquisition of asset management firms.
Added
Although the deficiency has been addressed, there can be no assurance that additional material weaknesses will not arise in the future.
Removed
Specifically, the effects of the outbreak of the novel coronavirus (COVID-19) had an adverse effect on the global economy, the United States economy and the global financial markets.
Added
If we fail to maintain effective internal control over financial reporting or disclosure controls and procedures, we could be subject to regulatory scrutiny, litigation, or reputational harm, and our ability to report financial results accurately and timely could be adversely affected. Risks Related to Assets Under Management Poor investment performance could lead to a decline in revenues.
Removed
Should this reoccur and continue for an extended period, it may disrupt the Company’s operations and the Company’s clients’ operations, which could have an adverse effect on the Company’s business, financial condition and results of operations.
Added
Cryptocurrencies (also referred to as “virtual currencies” and “digital currencies”) are digital assets that are designed to act as a medium of exchange.
Removed
An epidemic, pandemic, or outbreak of any kind of communicable disease or virus or major public health issue could cause a slowdown in the levels of economic activity generally, which would adversely affect the Company’s business, financial condition and operations. The loss of key personnel could negatively affect the Company ’ s financial performance.
Added
Cryptocurrencies (some of the most well-known include Bitcoin and Ethereum) are not backed by any government, corporation, or other identified body. Trading markets for cryptocurrencies are subject to an evolving and fragmented regulatory framework. While certain jurisdictions, such as the European Union and the United States, have recently implemented or proposed regulatory regimes, other markets remain less regulated.
Removed
Certain insurance coverage may not be available or may be prohibitively expensive in future periods. As U.S.
Added
Stablecoins Act (“GENIUS Act”), which imposes a new federal regulatory framework on payment stablecoin issuers. While our operations are not directly affected, certain companies in which we invest may be subject to these requirements, including licensing, reserve segregation, monthly audits, and compliance with anti-money laundering and consumer protection standards.
Removed
The material weakness could continue to adversely affect our ability to report the results of operations and financial condition accurately and in a timely manner.
Added
These new obligations could increase operating costs, limit growth, or create compliance risks for such companies, which in turn could adversely affect the value of our investments and our financial results. 9 Table of Contents
Removed
If we fail to remediate this material weakness in our internal controls, or after having remediated such material weakness, thereafter fail to maintain the adequacy of our internal control over financial reporting or our disclosure controls and procedures, we could be subjected to regulatory scrutiny, civil or criminal penalties or shareholder litigation, the defense of any of which could cause the diversion of management’s attention and resources, we could incur significant legal and other expenses, and we could be required to pay damages to settle such actions if any such actions were not resolved in our favor.
Removed
Moreover, we may be the subject of negative publicity focusing on these material weaknesses and we may be subject to negative reactions from shareholders and others with whom we do business. Risks Related to Assets Under Management Poor investment performance could lead to a decline in revenues.
Removed
Therefore, poor investment performance relative to the portfolio benchmarks and to competitors could impair the Company’s revenues and growth.
Removed
The equity funds within USGIF have a performance fee whereby the base advisory fee is adjusted upwards or downwards by 0.25 percent if there is a performance difference of 5 percent or more between a Fund’s performance and that of its designated benchmark index over the prior rolling 12 months.
Removed
This performance adjustment began to be phased out during the fourth quarter of fiscal 2024 and will cease during the fourth quarter of fiscal 2025. During the phase-out period, the adjustment for the performance fee can only be adjusted downward.
Removed
The ability of the Company to compete and grow is dependent on the relative attractiveness of the types of investment products the Company offers and its investment performance and strategies under prevailing market conditions. Market-specific risks may negatively impact the Company ’ s earnings. The Company manages certain funds in the natural resources sector, which is highly cyclical.
Removed
Due to the Company’s investments in debt securities carried at fair value, interest rate fluctuations represent a market risk factor affecting the Company’s consolidated financial position. Debt securities may fluctuate in value due to changes in interest rates.
Removed
Cryptocurrencies have been subject to significant fluctuations in value.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

0 edited+1 added−8 removed0 unchanged
Removed
Item 1C. Cybersecurity Risk Management and Strategy We have implemented a comprehensive technology and cybersecurity program as part of our overall risk management strategy. This program is designed to ensure our information systems are resilient, effective, and capable of defending against emerging risks and cybersecurity threats. Our program emphasizes defense, rapid detection, and swift remediation of cybersecurity threats and incidents.
Added
Item 1C. Cybersecurity Item 2. Properties 10 Item 3. Legal Proceedings 10 Item 4. Mine Safety Disclosures 10 Part II of Annual Report on Form 10-K 11 Item 5. Market for Registrant ’ s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities 11
Removed
It includes robust cybersecurity policies and a crisis response and management plan to facilitate prompt management, response, and communication of cybersecurity threats and incidents. Our cybersecurity crisis management plan outlines the procedures and actions to be taken in the event of a cybersecurity incident, including detection, response, mitigation, and remediation.
Removed
Upon identifying a potential threat or incident, our cybersecurity incident response team assigns a risk level classification and initiates the necessary escalation and other steps as per our plan.
Removed
Incidents assessed as potentially high-risk are promptly escalated to our Chief Executive Officer (CEO), who determines the activation of relevant elements of our crisis response and management plan, including further escalation to senior management. The CEO informs our Board of Directors about cybersecurity incidents as appropriate, considering factors such as financial, operational, legal, or reputational impact.
Removed
To date, we have not identified any risks from known cybersecurity threats, including prior incidents, that have materially affected or are reasonably likely to materially affect our operations, business strategy, results of operations, or financial condition. Risk Governance The full Board of Directors holds overall responsibility for overseeing the identification and mitigation of cybersecurity risks.
Removed
This responsibility has not been delegated to any single committee, as the Board’s structure and size allow for comprehensive oversight. Periodically, management provides updates to the Board regarding our internal control program, including significant changes to our IT infrastructure and cybersecurity program. Management also directly communicates any material risks from cybersecurity threats to the Board.
Removed
Our Director of Information Technology leads our cybersecurity program and reports directly to our CEO. Our director is supported by a Senior Systems Administrator, and together they bring over 65 years of combined information technology experience to the day-to-day management of information security.
Removed
We leverage external partners to provide expanded monitoring coverage and triage of events before escalation to internal team members. Our third-party service provider supplements our internal IT team, offering 24/7/365 coverage and initial mitigation through continuous monitoring and security alerts.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

7 edited+0 added−0 removed5 unchanged
Biggest change(dollars in thousands, except price data) Approximate Dollar Total Number of Value of Shares that Shares Purchased as May Yet Be Total Number of Total Amount Average Price Part of Publicly Purchased Under Period Shares Purchased 1 Purchased Paid Per Share 2 Announced Plan 3 the Plan 04-01-24 to 04-30-24 66,603 $186 $2.80 66,603 $4,237 05-01-24 to 05-31-24 59,891 160 $2.68 59,891 $4,077 06-01-24 to 06-30-24 35,367 93 $2.61 35,367 $3,984 Total 161,861 $439 $2.71 161,861 1.
Biggest change(dollars in thousands, except price data) Approximate Dollar Total Number of Value of Shares that Shares Purchased as May Yet Be Total Number of Total Amount Average Price Part of Publicly Purchased Under Period Shares Purchased 1 Purchased Paid Per Share 2 Announced Plan 3 the Plan 04-01-25 to 04-30-25 78,454 $171 $2.17 78,454 $4,375 05-01-25 to 05-31-25 46,497 103 $2.21 46,497 $4,272 06-01-25 to 06-30-25 53,487 130 $2.44 53,487 $4,142 Total 178,438 $404 $2.26 178,438 1.
Securities authorized for issuance under equity compensation plans Information relating to equity compensation plans under which our stock is authorized for issuance is set forth in Item 12 of Part III of this Form 10-K under the heading “Equity Compensation Plan Information.” Purchases of equity securities by the issuer The Company has a share repurchase program, approved by the Board of Directors, authorizing the Company to annually purchase up to $5.0 million of its outstanding common shares, as market and business conditions warrant, on the open market in compliance with Rule 10b-18 of the Securities Exchange Act of 1934 through December 31, 2024.
Securities authorized for issuance under equity compensation plans Information relating to equity compensation plans under which our stock is authorized for issuance is set forth in Item 12 of Part III of this Annual Report on Form 10-K under the heading “Equity Compensation Plan Information.” Purchases of equity securities by the issuer The Company has a share repurchase program, approved by the Board of Directors, authorizing the Company to annually purchase up to $5.0 million of its outstanding common shares, as market and business conditions warrant, on the open market in compliance with Rule 10b-18 of the Securities Exchange Act of 1934 through December 31, 2025.
The total amount of shares that may be repurchased in 2024 under the program is $5.0 million. Dividends As of June 30, 2024, the Board of Directors has authorized a monthly dividend of $0.0075 per share from July 2024 through September 2024.
The total amount of shares that may be repurchased in 2025 under the program is $5.0 million. Dividends As of June 30, 2025, the Board of Directors has authorized a monthly dividend of $0.0075 per share from July 2025 through September 2025.
The Company may repurchase class A stock from employees; however, none were repurchased from employees during the quarter ended June 30, 2024. The Company did not repurchase any classes B or C common stock during the quarter ended June 30, 2024.
The Company may repurchase class A stock from employees; however, none were repurchased from employees during the quarter ended June 30, 2025. The Company did not repurchase any classes B or C common stock during the quarter ended June 30, 2025.
The total amount of cash dividends to be paid to class A and class C shareholders from July 2024 to September 2024 will be approximately $313,000, which is included as dividends payable in the Consolidated Balance Sheets at June 30, 2024.
The total amount of cash dividends to be paid to class A and class C shareholders from July 2025 to September 2025 will be approximately $296,000, which is included as dividends payable in the Consolidated Balance Sheets at June 30, 2025.
Holders On August 21, 2024, there were approximately 196 holders of record of class A common stock, no holders of record of class B common stock, and 19 holders of record of class C common stock.
Holders On August 21, 2025, there were approximately 197 holders of record of class A common stock, no holders of record of class B common stock, and 19 holders of record of class C common stock.
The repurchase program has been in place since December 2012, and the Board of Directors has annually renewed the repurchase program each calendar year. For the quarter ended June 30, 2024, the Company purchased a total of 161,861 class A shares using cash of $439,000.
The repurchase program has been in place since December 2012, and the Board of Directors has annually renewed the repurchase program each calendar year. For the quarter ended June 30, 2025, the Company purchased a total of 178,438 class A shares using cash of $404,000.

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

2 edited+0 added−0 removed0 unchanged
Biggest changeItem 6. [Reserved] 12 Item 7. Management ’ s Discussion and Analysis of Financial Condition and Results of Operations 12 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 19 Item 8. Financial Statements and Supplementary Data 21 Report of Independent Registered Public Accounting Firm (Grant Thornton LLP; Dallas, Texas; PCAOB ID# 248) 21 Item 9.
Biggest changeItem 6. [Reserved] 12 Item 7. Management ’ s Discussion and Analysis of Financial Condition and Results of Operations 12 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 18 Item 8. Financial Statements and Supplementary Data 19 Report of Independent Registered Public Accounting Firm (Grant Thornton LLP; Dallas, Texas; PCAOB ID# 248) 19 Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 47 Item 9A. Controls and Procedures 47
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 46 Item 9A. Controls and Procedures 46

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

68 edited+17 added−19 removed21 unchanged
Biggest changeThis was due to a decrease in the fair value of the Company's investment in convertible debentures in HIVE in the current year. ○ Also, due to the Company’s investment in convertible debentures in HIVE, there were realized gains on debt securities of $1.1 million for the year ended June 30, 2024, compared to $1.7 million in the prior year ended June 30, 2023, a decrease of $524,000, or 31.5 percent. ○ A significant portion of corporate investments is held in securities of a company in the business of mining cryptocurrency.
Biggest changeThe embedded derivative is valued at zero as of June 30, 2025, and no further losses are possible on this component. ○ There were realized gains on debt securities of $610,000 for the year ended June 30, 2025, compared to $1.1 million in the prior year ended June 30, 2024, a decrease of $530,000, or 46.5 percent, related to the Company’s investment in convertible debentures in HIVE. ● Other income was $331,000 for the year ended June 30, 2025, compared to $251,000 for the year ended June 30, 2024, an increase of approximately $80,000, primarily due to higher consulting fees earned.
Changes in unrealized and realized gains and losses are included in net investment income (loss) in the Consolidated Statements of Operations. 2. Realized gains and losses are included in net investment income (loss) in the Consolidated Statements of Operations.
Realized gains and losses and changes in unrealized gains and losses are included in net investment income (loss) in the Consolidated Statements of Operations. 2. Realized gains and losses are included in net investment income (loss) in the Consolidated Statements of Operations.
The preparation of these Consolidated Financial Statements requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, and expenses. Management reviews these estimates on an ongoing basis. Estimates are based on experience and on various other assumptions that the Company believes to be reasonable under the circumstances.
(“GAAP”). The preparation of these Consolidated Financial Statements requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, and expenses. Management reviews these estimates on an ongoing basis. Estimates are based on experience and on various other assumptions that the Company believes to be reasonable under the circumstances.
There has been significant volatility in the market price of HIVE, which has materially impacted the investment’s value included on the Consolidated Balance Sheets, unrealized gain (loss) recognized in net investment income (loss), and unrealized gain (loss) recognized in other comprehensive income (loss).
There has been significant volatility in the market price of HIVE, which has impacted the investment’s value included on the Consolidated Balance Sheets, unrealized gain (loss) recognized in net investment income (loss), and unrealized gain (loss) recognized in other comprehensive income (loss).
Actual results may differ from these estimates under different assumptions or conditions. While significant accounting policies are described in more detail in Note 3 to the Consolidated Financial Statements, the Company believes the accounting policies that require management to make assumptions and estimates involving significant judgment are those relating to valuation of investments, income taxes, and valuation of share-based compensation.
Actual results may differ from these estimates under different assumptions or conditions. While significant accounting policies are described in more detail in Note 2 to the Consolidated Financial Statements, the Company believes the accounting policies that require management to make assumptions and estimates involving significant judgment are those relating to valuation of investments, income taxes, and valuation of share-based compensation.
Assessing the future tax consequences of events that have been recognized in the Company’s Consolidated Financial Statements or tax returns requires judgment. The Company believes that income taxes include critical accounting estimates because variations in the actual outcome of these future tax consequences could materially impact the Company’s financial position, results of operations or cash flows. 18 Table of Contents
Assessing the future tax consequences of events that have been recognized in the Company’s Consolidated Financial Statements or tax returns requires judgment. The Company believes that income taxes include critical accounting estimates because variations in the actual outcome of these future tax consequences could materially impact the Company’s financial position, results of operations or cash flows. 17 Table of Contents
Investment advisory contracts pursuant to the Investment Company Act of 1940 and related affiliated contracts in the U.S., by law, may not exceed one year in length and, therefore, must be renewed at least annually after an initial two-year term. The investment advisory and related contracts between the Company and USGIF have been renewed through September 2024.
Investment advisory contracts pursuant to the Investment Company Act of 1940 and related affiliated contracts in the U.S., by law, may not exceed one year in length and, therefore, must be renewed at least annually after an initial two-year term. The investment advisory and related contracts between the Company and USGIF have been renewed through September 2025.
The credit facility is collateralized by approximately $1.0 million, included in restricted cash on the Consolidated Balance Sheets, held in deposit in a money market account at the financial institution that provided the credit facility. As of June 30, 2024, this credit facility remained unutilized by the Company.
The credit facility is collateralized by approximately $1.0 million, included in restricted cash on the Consolidated Balance Sheets, held in deposit in a money market account at the financial institution that provided the credit facility. As of June 30, 2025, this credit facility remained unutilized by the Company.
The Travel UCITS ETF is not available to U.S. investors. Corporate Investments Management believes it can more effectively manage the Company’s cash position by maintaining certain types of investments utilized in cash management and continues to believe that such activities are in the best interest of the Company.
The Travel UCITS ETF is not available to U.S. investors. 13 Table of Contents Corporate Investments Management believes it can more effectively manage the Company’s cash position by maintaining certain types of investments utilized in cash management and continues to believe that such activities are in the best interest of the Company.
The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment dates. The Company assesses uncertain tax positions in accordance with ASC 740, Income Taxes and maintains a reserve.
The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment dates. The Company assesses uncertain tax positions in accordance with Accounting Standards Codification ("ASC") 740, Income Taxes, and maintains a reserve.
HIVE is a company that is headquartered in Canada with cryptocurrency mining facilities in Iceland, Sweden, and Canada. Frank Holmes, CEO, is the executive chairman of HIVE. Cryptocurrency markets and related stocks have been, and are expected to continue to be, volatile, and may be influenced by a wide variety of factors, including speculative activity.
HIVE is a company that is headquartered in the United States with cryptocurrency mining facilities in Paraguay, Sweden, and Canada. Frank Holmes, CEO, is the executive chairman of HIVE. Cryptocurrency markets and related stocks have been, and are expected to continue to be, volatile, and may be influenced by a wide variety of factors, including speculative activity.
The following summarizes the cost, unrealized gain or loss, and fair value of investments carried at fair value as of June 30, 2024, and 2023.
The following summarizes the cost, unrealized gain or loss, and fair value of investments carried at fair value as of June 30, 2025, and 2024.
The stock repurchase plan is approved through December 31, 2024, but may be suspended or discontinued. Cash and securities recorded at fair value, excluding convertible securities, of approximately $38.5 million are available to fund current activities. As of June 30, 2024, the Board of Directors has authorized a monthly dividend of $0.0075 per share from July 2024 through September 2024.
The stock repurchase plan is approved through December 31, 2025, but may be suspended or discontinued. Cash and securities recorded at fair value, excluding convertible securities, of approximately $36.7 million are available to fund current activities. As of June 30, 2025, the Board of Directors has authorized a monthly dividend of $0.0075 per share from July 2025 through September 2025.
The total amount of cash dividends to be paid to class A and class C shareholders from July 2024 to September 2024 will be approximately $313,000, which is included as dividends payable in the Consolidated Balance Sheets at June 30, 2024.
The total amount of cash dividends to be paid to class A and class C shareholders from July 2025 to September 2025 will be approximately $296,000, which is included as dividends payable in the Consolidated Balance Sheets at June 30, 2025.
The average investment management fee for the fixed income funds was nil for both fiscal years 2024 and 2023 due to fee waivers on these funds as discussed in Note 5, Investment Management and Other Fees, to the Consolidated Financial Statements of this Annual Report on Form 10-K. The Company serves as investment advisor to three U.S.-based ETF clients: U.S.
The average investment management fee for the fixed income funds was nil for both fiscal years 2025 and 2024 due to fee waivers on these funds as discussed in Note 4, Investment Management and Other Fees, to the Consolidated Financial Statements of this Annual Report on Form 10-K. The Company serves as investment advisor to four U.S.-based ETF clients: U.S.
For fiscal year 2024, the Company had net investment income of $2.1 million, compared to $316,000 for fiscal year 2023. Due to market volatility, the Company expects that gains or losses will continue to fluctuate in the future. A significant portion of the securities recorded at fair value in the above table is in investments in HIVE Digital Technologies Ltd.
For fiscal year 2025, the Company had net investment income of $2.4 million, compared to $2.1 million for fiscal year 2024. Due to market volatility, the Company expects that gains or losses will continue to fluctuate in the future. A portion of the securities recorded at fair value in the above table is in investments in HIVE Digital Technologies Ltd.
As of June 30, 2024, the Company had contractual obligations of $665,000 for the fiscal years ending June 30, 2025, through 2026. Other contractual obligations consist of agreements to waive or reduce fees and/or pay expenses on certain funds. Future obligations under these agreements are dependent upon future levels of fund assets.
As of June 30, 2025, the Company had contractual obligations of $1.1 million for the fiscal years ending June 30, 2026, through 2030. Other contractual obligations consist of agreements to waive or reduce fees and/or pay expenses on certain funds. Future obligations under these agreements are dependent upon future levels of fund assets.
This decrease was primarily attributable to the following: ● Advisory fees decreased by $4.1 million, or 27.2 percent, primarily as the result of lower ETF assets under management. Advisory fees are comprised of two components: a base management fee and a performance fee. ○ Base management fees decreased approximately $4.1 million.
This decrease was primarily attributable to the following: ● Advisory fees decreased $2.5 million, or 23.4 percent, primarily as the result of lower ETF assets under management. Advisory fees are comprised of two components: a base management fee and a performance fee. ○ Base management fees decreased approximately $2.7 million.
The change was primarily due to the following components and factors: ● Net investment income was $2.1 million for the year ended June 30, 2024, compared to $316,000 for the year ended June 30, 2023, an increase of approximately $1.8 million.
The change was primarily due to the following components and factors: ● Net investment income was $2.4 million for the year ended June 30, 2025, compared to $2.1 million for the year ended June 30, 2024, an increase of approximately $249,000.
The average investment management fee for equity funds in fiscal year 2024 and 2023 was 81 basis points and 80 basis points, respectively.
The average investment management fee for equity funds in fiscal year 2025 and 2024 was 76 basis points and 81 basis points, respectively.
(“HIVE”), which were convertible debentures valued at $4.4 million at June 30, 2024, and warrants and convertible debentures valued at $7.3 million at June 30, 2023. The investments in HIVE are discussed in more detail in Note 4, Investments, to the Consolidated Financial Statements of this Annual Report on Form 10-K.
(“HIVE”), which were convertible debentures and common shares valued at $1.6 million at June 30, 2025, and convertible debentures valued at $4.4 million at June 30, 2024. The investments in HIVE are discussed in more detail in Note 3, Investments, to the Consolidated Financial Statements of this Annual Report on Form 10-K.
While AUM is directly impacted by changes in the financial markets, it is also impacted by cash inflows or outflows due to shareholder activity. Performance fee adjustments on certain equity fund products may also impact revenues. Various products may have different fees, so changes in our product mix may also affect revenues.
While AUM is directly impacted by changes in the financial markets, it is also impacted by cash inflows or outflows due to shareholder activity. Various products may have different fees, so changes in our product mix may also affect revenues.
The increase in cash and cash equivalents of $2.0 million, and accordingly, net working capital, was primarily due to proceeds from principal paydowns of $3.0 million, sales of corporate investments of $2.2 million, and net cash provided by operating activities of $1.0 million, offset by $2.2 million for repurchases of common stock, $1.3 million for dividends paid, and purchases of corporate investments of $807,000.
The decrease in cash and cash equivalents of $2.8 million, and accordingly, net working capital, was primarily due to repurchases of common stock of $2.0 million, dividends paid of $1.2 million, purchases of corporate investments of $1.2 million, and net cash used in operating activities of $822,000, offset by proceeds from principal paydowns of $2.3 million.
Mutual fund investment advisory fees are also affected by changes in assets under management, which include: ● market appreciation or depreciation; ● the addition of new fund shareholder accounts; ● fund shareholder contributions of additional assets to existing accounts; ● withdrawals of assets from and termination of fund shareholder accounts; ● exchanges of assets between accounts or products with different fee structures; and ● the amount of fees reimbursed. 13 Table of Contents The following tables summarize the changes in assets under management for USGIF for fiscal years 2024 and 2023.
Mutual fund investment advisory fees are also affected by changes in assets under management, which include: ● market appreciation or depreciation; ● the addition of new fund shareholder accounts; ● fund shareholder contributions of additional assets to existing accounts; ● withdrawals of assets from and termination of fund shareholder accounts; ● exchanges of assets between accounts or products with different fee structures; and ● the amount of fees reimbursed.
Net investment income (loss) is dependent on market fluctuations and does not remain at a consistent level. ○ Total realized and unrealized losses on equity securities was $1.2 million for the current year ended June 30, 2024, compared to $3.0 million for the prior year ended June 30, 2023, a change of $1.8 million.
Net investment income (loss) is dependent on market fluctuations and does not remain at a consistent level. ○ Total realized and unrealized losses on equity securities were $281,000 for the current year ended June 30, 2025, compared to $1.2 million for the prior year ended June 30, 2024, a favorable change of $895,000.
This performance adjustment began to be phased out during the fourth quarter of fiscal 2024 and will cease during the fourth quarter of fiscal 2025. During the phase-out period, the adjustment for the performance fee can only be adjusted downward.
This performance adjustment began to be phased out during the fourth quarter of fiscal 2024 and ceased during the fourth quarter of fiscal 2025. During the phase-out period, the adjustment for the performance fee could only be adjusted downward. Advisory Fees.
The Company believes that the estimates related to fair values of financial instruments are critical accounting estimates because the assumptions used could significantly impact the unrealized gains or losses recorded in the Company’s Consolidated Financial Statements. 17 Table of Contents Share-Based Compensation.
The Company believes that the estimates related to fair values of financial instruments are critical accounting estimates because the assumptions used could significantly impact the unrealized gains or losses recorded in the Company’s Consolidated Financial Statements. Allowance for Credit Losses.
Liquidity and Capital Resources At June 30, 2024, the Company had net working capital (current assets minus current liabilities) of approximately $38.2 million and a current ratio (current assets divided by current liabilities) of 18.6 to 1.
Liquidity and Capital Resources At June 30, 2025, the Company had net working capital (current assets minus current liabilities) of approximately $37.2 million and a current ratio (current assets divided by current liabilities) of 20.9 to 1.
Base fees for USGIF decreased due to lower average assets under management primarily driven by net shareholder redemptions somewhat offset by a decrease in management fee waivers. ○ Performance fee adjustments for USGIF in the current year resulted in fees paid of $429,000 compared to $490,000 in the prior year, a decrease of $61,000.
Base fees for USGIF increased due to higher average assets under management primarily driven by market appreciation somewhat offset by net shareholder redemptions. ○ Performance fee adjustments for USGIF in the current year resulted in fees paid of $247,000 compared to $429,000 in the prior year, a decrease of $182,000.
The USGIF performance fee, which applies to the equity funds only, is a fulcrum fee that is adjusted upwards or downwards by 0.25 percent when there is a performance difference of 5 percent or more between a fund’s performance and that of its designated benchmark index over the prior rolling 12 months.
The USGIF performance fee, which applied to the equity funds only, were fulcrum fees consisting of a 0.25 percent upwards or downwards adjustment of the base management fees when there was a 5 percent or more difference between a fund’s performance and that of its designated benchmark index over the prior rolling 12 months.
With approximately $27.4 million in cash and cash equivalents and $11.1 million in securities carried at fair value, excluding convertible securities, which together comprise approximately 74.1 percent of total assets, the Company has adequate liquidity to meet its current obligations. Total shareholders’ equity was approximately $49.0 million.
With approximately $24.6 million in cash and cash equivalents and $12.2 million in securities carried at fair value, excluding convertible securities, which together comprise approximately 76.4 percent of total assets, the Company has adequate liquidity to meet its current obligations. Total shareholders’ equity was approximately $45.2 million.
Global Jets ETF (ticker JETS), which concentrates on the U.S. and international airline industry, the U.S. Global GO GOLD and Precious Metal Miners ETF (ticker GOAU), which invests in companies engaged in the production of precious metals either through active (mining or production) or passive (owning royalties or production streams) means, and U.S.
Global GO GOLD and Precious Metal Miners ETF (ticker GOAU), which invests in companies engaged in the production of precious metals either through active (mining or production) or passive (owning royalties or production streams) means, the U.S. Global Sea to Sky Cargo ETF (ticker SEA), which concentrates on the global sea shipping and air freight industries, and the U.S.
Global GO GOLD and Precious Metal Miners ETF (ticker GOAU), and U.S. Global Sea to Sky Cargo ETF (ticker SEA). The Company receives a unitary management fee of 0.60 percent of average net assets and has agreed to bear all expenses of the U.S.-based ETFs, except the U.S. Global Sea to Sky Cargo ETF.
The Company receives a unitary management fee of 0.60 percent of average net assets and has agreed to bear all expenses of the U.S.-based ETFs, except the U.S. Global Sea to Sky Cargo ETF. The Company has agreed to contractually limit the expenses of the U.S. Global Sea to Sky Cargo ETF through April 2026.
Global Jets ETF (ticker JETS), U.S. Global GO GOLD and Precious Metal Miners ETF (ticker GOAU), and U.S. Global Sea to Sky Cargo ETF (ticker SEA). The Company receives a unitary management fee of 0.60 percent of average net assets and has agreed to bear all expenses of the U.S.-based ETFs, except the U.S. Global Sea to Sky Cargo ETF.
The Company receives a unitary management fee of 0.60 percent of average net assets and has agreed to bear all expenses of the U.S.-based ETFs, except the U.S. Global Sea to Sky Cargo ETF. The Company has agreed to contractually limit the expenses of the U.S. Global Sea to Sky Cargo ETF through April 2026.
Year Ended June 30, 2024, Compared with Year Ended June 30, 2023 The Company posted net income, as shown in the Consolidated Statements of Operations, of $1.3 million ($ 0.09 per share) for the year ended June 30, 2024, compared with net income of $3.1 million ($ 0.22 per share) for the year ended June 30, 2023, a decrease of approximately $1.8 million.
Year Ended June 30, 2025, Compared with Year Ended June 30, 2024 The Company had a net loss, as shown in the Consolidated Statements of Operations, of $334,000 ($ (0.03) per share) for the year ended June 30, 2025, compared with net income of $1.3 million ($ 0.09 per share) for the year ended June 30, 2024, a change of approximately $1.7 million.
Year Ended June 30, 2024 (dollars in thousands) Equity Fixed Income Total Beginning Balance $ 265,329 $ 63,110 $ 328,439 Market appreciation (depreciation) 14,541 2,050 16,591 Dividends and distributions (2,235 ) (1,960 ) (4,195 ) Net shareholder purchases (redemptions) (44,339 ) (8,098 ) (52,437 ) Ending Balance $ 233,296 $ 55,102 $ 288,398 Average investment management fee 0.81 % 0.00 % 0.65 % Average net assets $ 232,977 $ 57,935 $ 290,912 Year Ended June 30, 2023 (dollars in thousands) Equity Fixed Income Total Beginning Balance $ 286,367 $ 71,161 $ 357,528 Market appreciation (depreciation) 17,540 536 18,076 Dividends and distributions (11,329 ) (1,366 ) (12,695 ) Net shareholder purchases (redemptions) (27,249 ) (7,221 ) (34,470 ) Ending Balance $ 265,329 $ 63,110 $ 328,439 Average investment management fee 0.80 % 0.00 % 0.65 % Average net assets $ 281,076 $ 65,312 $ 346,388 The average annualized investment management fee rate (total advisory fees, excluding performance fees, as a percentage of average assets under management) was 65 basis points in fiscal year 2024 and 2023.
Year Ended June 30, 2025 (dollars in thousands) Equity Fixed Income Total Beginning Balance $ 233,296 $ 55,102 $ 288,398 Market appreciation (depreciation) 82,436 2,044 84,480 Dividends and distributions (7,591 ) (1,839 ) (9,430 ) Net shareholder purchases (redemptions) (11,385 ) (1,628 ) (13,013 ) Ending Balance $ 296,756 $ 53,679 $ 350,435 Average investment management fee 0.76 % 0.00 % 0.63 % Average net assets $ 254,596 $ 53,778 $ 308,374 Year Ended June 30, 2024 (dollars in thousands) Equity Fixed Income Total Beginning Balance $ 265,329 $ 63,110 $ 328,439 Market appreciation (depreciation) 14,541 2,050 16,591 Dividends and distributions (2,235 ) (1,960 ) (4,195 ) Net shareholder purchases (redemptions) (44,339 ) (8,098 ) (52,437 ) Ending Balance $ 233,296 $ 55,102 $ 288,398 Average investment management fee 0.81 % 0.00 % 0.65 % Average net assets $ 232,977 $ 57,935 $ 290,912 The average annualized investment management fee rate (total advisory fees, excluding performance fees, as a percentage of average assets under management) was 63 and 65 basis points in fiscal year 2025 and 2024.
For the years ended June 30, 2024, and 2023, the Company adjusted its base advisory fees downward by $429,000 and $490,000, respectively. USGIF advisory fees in total, including performance adjustments, decreased by approximately $313,000, or 17.7 percent, in fiscal year 2024 compared to fiscal year 2023.
For the years ended June 30, 2025, and 2024, the Company adjusted its base advisory fees downward by $247,000 and $429,000, respectively. USGIF advisory fees in total, including performance adjustments, increased by approximately $230,000, or 15.8 percent, in fiscal year 2025 compared to fiscal year 2024. This was primarily a result of lower downward adjustments for performance fees.
Assets Under Management (“AUM”) (dollars in thousands) June 30, 2024 June 30, 2023 Investment Management Services ETF Clients $ 1,273,967 $ 2,041,653 USGIF 288,398 328,439 Total AUM $ 1,562,365 $ 2,370,092 On June 30, 2024, total AUM as of period end was $1.6 billion compared to $2.4 billion on June 30, 2023, a decrease of $807.7 million, or 34.1 percent.
Assets Under Management (“AUM”) (dollars in thousands) June 30, 2025 June 30, 2024 Investment Management Services ETF Clients $ 973,216 $ 1,273,967 USGIF 350,435 288,398 Total AUM $ 1,323,651 $ 1,562,365 As of June 30, 2025, total AUM was $1.3 billion compared to $1.6 billion on June 30, 2024, a decrease of $238.7 million, or 15.3 percent.
Global Investors Funds (“USGIF” or the “Fund(s)”) and ETF clients, a range of investment management products and services to meet the needs of individual and institutional investors; and 2. Corporate investments, through which the Company invests for its own account in an effort to add growth and value to its cash position.
Investment management services, through which the Company offers, to U.S. Global Investors Funds (“USGIF” or the “Fund(s)”) and ETF clients, a range of investment management products and services to meet the needs of individual and institutional investors; and 2.
The advisory agreement for the U.S. Global Jets ETF and the U.S. Global GO GOLD and Precious Metal Miners ETF has been renewed through July 2025. The primary cash requirements are for operating activities. The Company also uses cash to purchase investments, pay dividends and repurchase Company stock. The cash outlays for investments and dividend payments are discretionary.
The advisory agreements for the U.S.-based ETFs have been renewed through July 2026. 16 Table of Contents The primary cash requirements are for operating activities. The Company also uses cash to purchase investments, pay dividends and repurchase Company stock. The cash outlays for investments and dividend payments are discretionary.
Securities at Fair Value Cost Unrealized Gain (Loss) in Other Comprehensive Income (Loss) Unrealized Gain (Loss) in Investment Income (Loss) Fair Value (dollars in thousands) Trading securities at fair value (1) $ 11,820 $ - $ (727 ) $ 11,093 Available-for-sale debt securities at fair value (2) 6,204 740 (2,530 ) 4,414 Total at June 30, 2024 $ 18,024 $ 740 $ (3,257 ) $ 15,507 Trading securities at fair value (1) $ 19,601 $ - $ (6,396 ) $ 13,205 Available-for-sale debt securities at fair value (2) 7,729 1,707 (2,428 ) 7,008 Total at June 30, 2023 $ 27,330 $ 1,707 $ (8,824 ) $ 20,213 1.
Securities at Fair Value Cost Unrealized Gain (Loss) in Other Comprehensive Income (Loss) Unrealized Gain (Loss) in Investment Income (Loss) Fair Value (dollars in thousands) Trading securities at fair value (1) $ 12,963 $ - $ (775 ) $ 12,188 Available-for-sale debt securities at fair value (2) 3,993 125 (2,542 ) 1,576 Total at June 30, 2025 $ 16,956 $ 125 $ (3,317 ) $ 13,764 Trading securities at fair value (1) $ 11,820 $ - $ (727 ) $ 11,093 Available-for-sale debt securities at fair value (2) 6,204 740 (2,530 ) 4,414 Total at June 30, 2024 $ 18,024 $ 740 $ (3,257 ) $ 15,507 1.
This performance adjustment began to be phased out during the fourth quarter of fiscal 2024 and will cease during the fourth quarter of fiscal 2025. During the phase-out period, the adjustment for the performance fee can only be adjusted downward. 15 Table of Contents Advisory Fees.
The base advisory fees on the equity funds within USGIF were adjusted upward or downward based on performance. This performance adjustment began to be phased out during the fourth quarter of fiscal 2024 and ceased during the fourth quarter of fiscal 2025. During the phase-out period, the adjustment for the performance fee could only be adjusted downward.
The investments shown above include investments at fair value of $10.5 million and $12.4 million, as of June 30, 2024, and 2023, respectively, invested in USGIF, funds the Company advised. 14 Table of Contents Net investment income (loss) from the Company’s investments includes: ● realized gains and losses on sales of securities; ● realized gains on principal payment proceeds; ● unrealized gains and losses on fair valued securities; ● foreign currency gains and losses; ● impairments and observable price changes on equity investments without readily determinable fair values; and ● dividend and interest income.
Net investment income (loss) from the Company’s investments includes: ● realized gains and losses on sales of securities; ● realized gains on principal payment proceeds; ● unrealized gains and losses on fair valued securities; ● foreign currency gains and losses; ● impairments and observable price changes on equity investments without readily determinable fair values; and ● dividend and interest income.
Critical Accounting Estimates The discussion and analysis of financial condition and results of operations are based on the Company’s Consolidated Financial Statements, which have been prepared in accordance with generally accepted accounting principles in the U.S. (“GAAP”).
Management believes current cash reserves, investments, and financing available will be sufficient to meet foreseeable cash needs for operating activities and for contractual obligations. Critical Accounting Estimates The discussion and analysis of financial condition and results of operations are based on the Company’s Consolidated Financial Statements, which have been prepared in accordance with generally accepted accounting principles in the U.S.
In addition to the investments above, as of June 30, 2024, and 2023, the Company owned other investments of approximately $1.7 million and $2.4 million, respectively, classified as securities without readily determinable fair values.
In addition to the investments above, as of June 30, 2025, and 2024, the Company owned other investments of approximately $1.3 million and $1.7 million, respectively, classified as securities without readily determinable fair values. 14 Table of Contents Consolidated Results of Operations The following is a discussion of the consolidated results of operations of the Company and a detailed discussion of the Company’s revenues and expenses.
This performance adjustment began to be phased out during the fourth quarter of fiscal 2024 and will cease during the fourth quarter of fiscal 2025. During the phase-out period, the adjustment for the performance fee can only be adjusted downward.
The base advisory fees on the equity funds within USGIF were adjusted upward or downward based on performance. This performance adjustment began to be phased out during the fourth quarter of fiscal 2024 and ceased during the fourth quarter of fiscal 2025. During the phase-out period, the adjustment for the performance fee could only be adjusted downward.
The decrease can be mainly attributed to this year’s operating loss, in contrast to last year’s operating income. This was partially mitigated by an increase in net investment income compared to the previous year. See Note 13 to the Consolidated Financial Statements of this Annual Report on Form 10-K for additional disclosures on income taxes.
The decrease can be mainly attributed to a higher operating loss in the current year than in the prior year, partially offset by return-to-provision adjustments in the current year. See Note 12 to the Consolidated Financial Statements of this Annual Report on Form 10-K for additional disclosures on income taxes.
Year ended June 30, $ % (dollars in thousands) 2024 2023 Change Change Employee compensation and benefits $ 4,802 $ 4,798 $ 4 0.1 % General and administrative 6,059 6,122 (63 ) (1.0 )% Advertising 404 382 22 5.8 % Depreciation 196 243 (47 ) (19.3 )% Interest 3 4 (1 ) (25.0 )% Total $ 11,464 $ 11,549 $ (85 ) (0.7 )% Other Income (Loss) Year ended June 30, $ % (dollars in thousands) 2024 2023 Change Change Net investment income (loss) $ 2,144 $ 316 $ 1,828 578.5 % Other income (loss) 251 242 9 3.7 % Total Other Income (Loss) $ 2,395 $ 558 $ 1,837 329.2 % Total consolidated other income for the year ended June 30, 2024, was $2.4 million, compared to $558,000 for the year ended June 30, 2023, an increase of $1.8 million, or 329.2 percent.
Year ended June 30, $ % (dollars in thousands) 2025 2024 Change Change Employee compensation and benefits $ 4,931 $ 4,802 $ 129 2.7 % General and administrative 5,795 6,059 (264 ) (4.4 )% Advertising 650 404 246 60.9 % Depreciation 61 196 (135 ) (68.9 )% Interest 1 3 (2 ) (66.7 )% Total $ 11,438 $ 11,464 $ (26 ) (0.2 )% Other Income (Loss) Year ended June 30, $ % (dollars in thousands) 2025 2024 Change Change Net investment income (loss) $ 2,393 $ 2,144 $ 249 11.6 % Other income (loss) 331 251 80 31.9 % Total Other Income (Loss) $ 2,724 $ 2,395 $ 329 13.7 % Total consolidated other income for the year ended June 30, 2025, was $2.7 million, compared to $2.4 million for the year ended June 30, 2024, an increase of $329,000, or 13.7 percent.
An embedded derivative and its related host contract represent one legal contract and are combined within the investments in available-for-sale debt securities on the Consolidated Balance Sheets.
An embedded derivative and its related host contract represent one legal contract and are combined within the investments in available-for-sale debt securities on the Consolidated Balance Sheets. Included in the amounts above are investments in funds advised by the Company, with fair values of $10.6 million at June 30, 2025, and $10.5 million at June 30, 2024.
The prior year ended June 30, 2023, included realized losses for impairments of $439,000 and unrealized losses of $1.8 million for observable price changes for equity investments accounted for under the investment alternative. ○ The current year ended June 30, 2024, had dividend and interest income of $2.4 million, compared to $1.8 million in the prior year ended June 30, 2023, an increase of $613,000, or 34.1 percent.
This includes impairment losses of $362,000 in the current year versus $1.0 million in the prior year for equity investments accounted for under the investment alternative. ○ The current year ended June 30, 2025, had dividend and interest income of $2.2 million, compared to $2.4 million in the prior year ended June 30, 2024, a decrease of $220,000, or 9.1 percent.
During fiscal year 2024, average AUM was $1.9 billion compared to $2.5 billion in fiscal year 2023, a decrease of 26.9 percent. The decrease was primarily due to outflows from the Jets ETF. The Jets ETF invests in airline-related stocks, including global airline carriers, airport operators and aircraft manufacturers.
During fiscal year 2025, average AUM was $1.4 billion compared to $1.9 billion in fiscal year 2024, a decrease of 23.9 percent. The decrease was primarily due to outflows from the Jets ETF.
Global Sea to Sky Cargo ETF (ticker SEA), which concentrates on the global sea shipping and air freight industries. The Company has one European-based ETF product listed on certain exchanges in Europe, The Travel UCITS ETF (ticker TRIP), which concentrates on the travel industry.
Global Technology and Aerospace & Defense ETF (ticker WAR), which invests in frontier sectors including emerging technologies, electronic warfare, aerospace, and defense. The Company has one European-based ETF product listed on certain exchanges in Europe, The Travel UCITS ETF (ticker TRIP), which concentrates on the travel industry.
Investment base advisory fees from USGIF are calculated as a percentage of average net assets, ranging from 0.375 percent to 1.00 percent, and are paid monthly. The base advisory fee on the equity funds within USGIF is adjusted upward or downward based on performance.
The mutual fund shareholders in USGIF are not required to give advance notice prior to redemption of shares in the Funds, and USGIF does not currently charge a redemption fee. Investment base advisory fees from USGIF are calculated as a percentage of average net assets, ranging from 0.375 percent to 1.00 percent, and are paid monthly.
The decrease was primarily due to repurchases of common stock of $2.2 million, dividends declared of $1.3 million, other comprehensive loss of $764,000, and the impact of ASU 2016-13 adoption of $183,000; offset by net income of $1.3 million for the year ended June 30, 2024.
Consolidated shareholders’ equity at June 30, 2025, was $45.2 million, a decrease of $3.8 million, or 7.8 percent since June 30, 2024. The decrease was primarily due to repurchases of common stock of $2.0 million, dividends declared of $1.2 million, other comprehensive loss of $486,000, and a net loss of $334,000 for the year ended June 30, 2025.
Operating Revenues Year ended June 30, $ % (dollars in thousands) 2024 2023 Change Change ETF advisory fees: Airline, travel and cargo ETFs $ 8,873 $ 12,668 $ (3,795 ) (30.0 )% Gold and natural resources ETF 543 506 37 7.3 % Total ETF advisory fees 9,416 13,174 (3,758 ) (28.5 )% USGIF advisory fees: Gold and natural resources funds 1,062 1,441 (379 ) (26.3 )% International equity funds 391 309 82 26.5 % Emerging markets funds - 16 (16 ) (100.0 )% Bond funds - - - n/a Total USGIF advisory fees 1,453 1,766 (313 ) (17.7 )% Total advisory fees 10,869 14,940 (4,071 ) (27.2 )% USGIF administrative services fees 115 134 (19 ) (14.2 )% Total Operating Revenues $ 10,984 $ 15,074 $ (4,090 ) (27.1 )% Total consolidated operating revenues for the year ended June 30, 2024, decreased $4.1 million, or 27.1 percent, compared with the year ended June 30, 2023.
Operating Revenues Year ended June 30, $ % (dollars in thousands) 2025 2024 Change Change ETF advisory fees: Airline, travel and cargo ETFs $ 6,007 $ 8,873 $ (2,866 ) (32.3 )% Gold and natural resources ETF 625 543 82 15.1 % Technology, aerospace and defense ETF 10 - 10 n/a Total ETF advisory fees 6,642 9,416 (2,774 ) (29.5 )% USGIF advisory fees: Gold and natural resources funds 1,373 1,062 311 29.3 % International equity funds 310 391 (81 ) (20.7 )% Fixed income funds - - - n/a Total USGIF advisory fees 1,683 1,453 230 15.8 % Total advisory fees 8,325 10,869 (2,544 ) (23.4 )% USGIF administrative services fees 127 115 12 10.4 % Total Operating Revenues $ 8,452 $ 10,984 $ (2,532 ) (23.1 )% Total consolidated operating revenues for the year ended June 30, 2025, decreased $2.5 million, or 23.1 percent, compared with the year ended June 30, 2024.
Investment base advisory fees from USGIF are calculated as a percentage of average net assets, ranging from 0.375 percent to 1.00 percent, and are paid monthly. The base advisory fee on the equity funds within USGIF is adjusted upward or downward based on performance.
The Company recorded advisory fees from the ETF clients of $6.6 million and $9.4 million in fiscal years 2025 and 2024, respectively. Investment base advisory fees from USGIF are calculated as a percentage of average net assets, ranging from 0.375 percent to 1.00 percent, and are paid monthly.
Average assets in the ETFs decreased in fiscal year 2024, primarily in the Jets ETF. Information on the U.S.-based ETFs can be found at www.usglobaletfs.com, including the prospectus, performance and holdings. The ETFs’ authorized participants are not required to give advance notice prior to redemption of shares in the ETFs, and the ETFs do not charge a redemption fee.
The Company recorded advisory fees from the ETF clients totaling $6.6 million and $9.4 million in fiscal years 2025 and 2024, respectively. Average assets in the ETFs decreased in fiscal year 2025, primarily in the Jets ETF. Information on the U.S.-based ETFs can be found at www.usglobaletfs.com, including the prospectus, performance and holdings.
For the years ended June 30, 2024, and 2023, the Company adjusted its base advisory fees downward by $429,000 and $490,000, respectively. USGIF advisory fees in total, including performance adjustments, decreased by approximately $313,000, or 17.7 percent, in fiscal year 2024 compared to fiscal year 2023.
For the years ended June 30, 2025, and 2024, the Company adjusted its base advisory fees downward by $247,000 and $429,000, respectively.
Advisory fees, the largest component of the Company’s operating revenues, are derived from two sources: ETF advisory fees and USGIF advisory fees. In fiscal year 2024, these sources accounted for 85.7 percent and 13.2 percent, respectively, of the Company’s operating revenues. The Company serves as investment advisor to three U.S.-based ETF clients: U.S. Global Jets ETF (ticker JETS), U.S.
Advisory fees, the largest component of the Company’s operating revenues, are derived from two sources: ETF advisory fees and USGIF advisory fees. In fiscal year 2025, the ETF advisory fees accounted for 78.6 percent of the Company’s operating revenues, and the USGIF advisory fees accounted for 19.9 percent of the Company’s operating revenues.
More recently the airline industry has become more significant to our revenue. All these markets are volatile and subject to capital cycles. Reflecting on the significant developments and challenges we have faced over the past year, the impacts, and fears of COVID-19 seem to have diminished, as most countries emerged from the COVID lockdown.
More recently the airline industry has become more significant to our revenue. All these markets are volatile and subject to capital cycles.
Detailed information regarding the Funds within USGIF can be found on the Company’s website, www.usfunds.com, including the prospectus and performance information for each fund. The mutual fund shareholders in USGIF are not required to give advance notice prior to redemption of shares in the Funds, and the USGIF funds do not currently charge a redemption fee.
Fluctuations in the markets and investor sentiment have a direct impact on the Funds’ asset levels, thereby affecting income and results of operations. Detailed information regarding the Funds within USGIF can be found on the Company’s website, www.usfunds.com, including the prospectus and performance information for each fund.
The Company has agreed to contractually limit the expenses of the U.S. Global Sea to Sky Cargo ETF through April 2025. The Company also serves as investment advisor to one European-based ETF, The Travel UCITS ETF (ticker TRIP).
The Company also serves as investment advisor to one European-based ETF, The Travel UCITS ETF (ticker TRIP). The Company receives a unitary management fee of 0.69 percent of average net assets and has agreed to bear all expenses of the ETF.
The Company has agreed to contractually limit the expenses of the U.S. Global Sea to Sky Cargo ETF through April 2025. The Company also serves as investment advisor to one European-based ETF, The Travel UCITS ETF (ticker TRIP).
The Company also serves as investment advisor to one European-based ETF, The Travel UCITS ETF (ticker TRIP). The Company receives a unitary management fee of 0.69 percent of average net assets and has agreed to bear all expenses of the ETF.
The following is a brief discussion of the Company’s two business segments. Investment Management Services The Company generates operating revenues from managing and servicing the Funds. The Company recorded advisory and administrative services fees from USGIF totaling approximately $1.6 million and $1.9 million in fiscal 2024 and fiscal 2023, respectively.
The Jets ETF invests in airline-related stocks, including global airline carriers, airport operators and aircraft manufacturers. 12 Table of Contents The following is a brief discussion of the Company’s two business segments. Investment Management Services The Company generates operating revenues from managing and servicing the Funds.
The Company holds a significant amount of its total assets in investments.
Corporate investments, through which the Company invests for its own account in an effort to add growth and value to its cash position. The Company holds a significant amount of its total assets in investments.
Operating Expenses Total operating expenses decreased $85,000, or 0.7 percent, compared with the previous fiscal year, as shown below.
USGIF advisory fees in total, including performance adjustments, decreased by approximately $230,000, or 15.8 percent, in fiscal year 2025 compared to fiscal year 2024. 15 Table of Contents Operating Expenses Total consolidated operating expenses decreased $26,000, or 0.2 percent, compared with the previous fiscal year, as shown below.
See further discussion of these securities and other investments in Note 4, Investments, to the Consolidated Financial Statements of this Annual Report on Form 10-K. 16 Table of Contents Provision for Income Taxes A tax expense of $582,000 was recorded for the year ended June 30, 2024, compared to $934,000 for the year ended June 30, 2023, a decrease of $352,000, or 37.7 percent.
Provision for Income Taxes A tax expense of $72,000 was recorded for the year ended June 30, 2025, compared to $582,000 for the year ended June 30, 2024, a decrease of $510,000, or 87.6 percent.
This was primarily due to the Company's investment of cash into higher-yielding cash equivalents during the latter part of the prior year. ○ The current year ended June 30, 2024, had unrealized losses on embedded derivatives of $102,000, whereas the prior year ended June 30, 2023, had unrealized gains on embedded derivatives of $111,000, a change of $213,000.
The decline primarily reflects lower interest income earned on the Company's investment in HIVE convertible debentures due to principal repayments. ○ Unrealized losses on the embedded derivatives component of the Company's investment in convertible debentures were $12,000 for the year ended June 30, 2025, compared to $102,000 in the prior year ended June 30, 2024, a favorable change of $90,000.
Removed
The airline industry saw a significant rebound in demand over the past year ending June 30, 2024. However, the recovery has been uneven across different regions and travel segments. While the industry faces challenges like rising costs and operational disruptions, the overall outlook remains positive, with demand continuing to approach or exceed pre-pandemic levels.
Added
Reflecting on the significant developments and challenges of the past year ending and as of June 30, 2025, our outlook acknowledges the ongoing impact of geopolitical tensions, monetary policy decisions, and market dynamics that have shaped the investment landscape.
Removed
It is worth noting that this year has not been without challenges. We find ourselves still grappling with some of the highest inflation rates in four decades. This inflationary pressure is partly attributable to the Russian-Ukrainian war and increased consumer spending of disposable income.
Added
Over the last year, the persistence of tariffs and trade sanctions across several key nations— including ongoing tensions involving China, the Ukraine-Russia conflict, and geopolitical uncertainties surrounding India-Pakistan and Israel-Iran—have continued to influence global trade flows.
Removed
As always, we continue to closely monitor economic trends to navigate their potential impact on the Company's performance. In the broader market, we observed interesting sectoral dynamics. The S&P 500 realized strength in all eleven sectors, with Communication Services leading the charge with an impressive 43.6 percent increase.
Added
Despite these challenges, we believe that certain asset classes, particularly those aligned with natural resources such as precious metals and mining, have generally benefited from these geopolitical and macroeconomic shifts. The sustained demand for metals like gold and other commodities has supported our performance-driven assets within these sectors. Throughout 2024 and into 2025, the U.S.
Removed
The laggard was the Real Estate sector experiencing a 1.9 percent total return. This illustrates the importance of diversification and thoughtful portfolio management in uncertain market conditions. The performance of the S&P 500 was commendable, registering a growth of 22.7 percent for the trailing twelve months ended June 30, 2024.
Added
Federal Reserve has maintained higher interest rates for an extended period, with expectations originally calling for rate cuts in the first half of 2025. While two rate cuts were anticipated, the Fed has signaled a cautious approach, citing inflation remaining above target and geopolitical uncertainties as factors that warrant vigilance.
Removed
As we move forward, we will continue to focus on driving sustainable growth, prioritizing innovation, and maintaining a vigilant approach to risk management. Mutual funds in general continued to see outflows compared to other investment alternatives, including exchange-traded funds (ETFs). The Company has three ETF products listed on the New York Stock Exchange: the U.S.
Added
The U.S. economy has shown resilience, with moderate growth and continued elevated inflation, driven partly by ongoing consumer spending and supply chain adjustments stemming from global disruptions. In the travel and tourism sector, robust demand persisted through the spring and summer months, supported by renewed leisure travel and business activity.
Removed
Assets in the Jets ETF were $1.2 billion and $1.9 billion at June 30, 2024, and 2023, respectively. The Jets ETF invests in airline-related stocks, including global airline carriers, airport operators and aircraft manufacturers. The spread of the global COVID-19 outbreak and actions taken in response affected the global and domestic economies and financial markets.
Added
This resilience has translated into strong investor interest, notably flowing into airline stocks and related industries, which has been a significant driver for our Jets ETF and airline-related revenues. This trend underscores the ongoing recovery in travel and transportation sectors, even amid macroeconomic headwinds.

… 24 more changes not shown on this page.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

10 edited+1 added−10 removed3 unchanged
Biggest changeThe carrying values of investments subject to equity price risks are based on quoted market prices or, if not actively traded, management’s estimate of fair value as of the balance sheet date. Market prices fluctuate, and the amount realized in the subsequent sale of an investment may differ significantly from the reported fair value.
Biggest changeEquity Price Risk Due to the Company’s investments in securities carried at fair value, equity price fluctuations represent a market risk factor affecting the Company’s consolidated financial position. The carrying values of investments subject to equity price risks are based on quoted market prices or, if not actively traded, management’s estimate of fair value as of the balance sheet date.
Typically, investments subject to interest rate risk will decrease in value when interest rates rise and increase in value when interest rates decline. Fluctuations in interest rates could have a material impact on the Company’s investments in debt securities carried at fair value included on the Consolidated Balance Sheets and gains (losses) recognized in net investment income (loss).
Generally, investments subject to interest rate risk will decrease in value when interest rates rise and increase in value when interest rates decline. Fluctuations in interest rates could have a material impact on the Company’s investments in debt securities carried at fair value included on the Consolidated Balance Sheets and gains (losses) recognized in net investment income (loss).
Changes in unrealized and realized gains and losses on embedded derivatives and equity securities at fair value are included in earnings in the Consolidated Statements of Operations. The estimated increase (decrease) is after income taxes at the statutory rate in effect as of the balance sheet date. 2.
Realized gains and losses and changes in unrealized gains and losses on equity securities at fair value are included in earnings in the Consolidated Statements of Operations. The estimated increase (decrease) is after income taxes at the statutory rate in effect as of the balance sheet date.
Macroeconomic declines, including inflation; negative political developments, including volatile market conditions due to investor concerns regarding inflation, and the Russia-Ukraine and Israel-Palestine conflicts; adverse market conditions, including cryptocurrency market disruptions; and catastrophic events may cause a decline in the Company’s revenue, an increase in the Company’s costs, negatively affect the Company’s operating results, adversely affect the Company’s cash flow, and could result in a decline in the Company’s stock price.
Macroeconomic declines, including inflation; negative political developments, including volatile market conditions due to investor concerns regarding inflation, and the Russia-Ukraine and Middle East conflicts; adverse market conditions, including cryptocurrency market disruptions; and catastrophic events may cause a decline in the Company’s revenue, an increase in the Company’s costs, negatively affect the Company’s operating results, adversely affect the Company’s cash flow, and could result in a decline in the Company’s stock price.
Foreign Currency Risk A portion of cash and certain corporate investments are held in foreign currencies. Adverse changes in foreign currency exchange rates would lower the value of those cash accounts and corporate investments.
Foreign Currency Risk A portion of cash and certain corporate investments are denominated in foreign currencies. Adverse changes in foreign currency exchange rates may reduce the value of those cash accounts and corporate investments.
Certain assets under management also have exposure to foreign currency fluctuations in various markets, which could have an impact on their valuation and thus the revenue received by the Company. 20 Table of Contents
In addition, certain assets under management have exposure to foreign currency fluctuations in various markets, which may adversely impact their valuation and, consequently, the revenue received by the Company. 18 Table of Contents
The following table summarizes the Company’s equity price risks in securities carried at fair value as of June 30, 2024, and shows the effects of a hypothetical 25 percent increase and a 25 percent decrease in market prices.
Market prices fluctuate, and the amount realized in the subsequent sale of an investment may differ significantly from the reported fair value. The following table summarizes the Company’s equity price risks in securities carried at fair value as of June 30, 2025, and shows the effects of a hypothetical 25 percent increase and a 25 percent decrease in market prices.
Hypothetical Estimated Fair Value Estimated Increase Fair Value at Percentage After Hypothetical (Decrease) in (dollars in thousands) June 30, 2024 Change Price Change Net Income (Loss) 1 Equity securities at fair value $ 11,093 25% increase $ 13,866 $ 2,191 25% decrease $ 8,320 $ (2,191 ) Embedded derivatives at fair value 2 $ 12 25% increase $ 15 $ 2 25% decrease $ 9 $ (2 ) 1.
Hypothetical Estimated Fair Value Estimated Increase Fair Value at Percentage After Hypothetical (Decrease) in (dollars in thousands) June 30, 2025 Change Price Change Net Income (Loss) 1 Equity securities at fair value $ 12,188 25% increase $ 15,235 $ 2,407 25% decrease $ 9,141 $ (2,407 ) 1.
Corporate Investments The Company’s Consolidated Balance Sheets include substantial amounts of assets whose fair values are subject to market risk. The market risks are primarily associated with equity prices and foreign currency exchange rates. The fair values of corporate investments with exposure to the cryptocurrency industry are subject to considerable volatility.
In addition, fluctuations in interest rates may affect the value of assets under management in fixed income funds. Corporate Investments The Company’s Consolidated Balance Sheets include significant amounts of assets whose fair values are subject to market risk. The market risks are primarily associated with equity prices and foreign currency exchange rates.
The Company’s investment activities are reviewed and monitored by Company compliance personnel, and various reports are provided to certain investment advisory clients.
The fair values of corporate investments with exposure to the cryptocurrency industry are subject to considerable volatility. The Company’s investment activities are reviewed and monitored by Company compliance personnel, and various reports are provided to certain investment advisory clients. Written procedures are in place to manage compliance with the code of ethics and other policies affecting the Company’s investment practices.
Removed
COVID-19 had an adverse effect on global and domestic financial markets, which may reoccur and continue for an undetermined period. This may adversely affect assets under management and thus the Company’s revenues and operating results. Market declines also affect the valuation of the Company’s corporate investments, which also adversely affects the Company’s Consolidated Balance Sheets and results of operations.
Added
The selected hypothetical changes do not reflect what could be considered best- or worst-case scenarios. Results could be significantly different due to both the nature of markets and the concentration of the Company’s investment portfolio.
Removed
In addition, fluctuations in interest rates may affect the value of assets under management in fixed income funds. Performance Fees USGIF advisory fees are comprised of two components: a base management fee and a performance fee.
Removed
The performance fee is a fulcrum fee that is adjusted upwards or downwards by 0.25 percent when there is a performance difference of 5 percent or more between a fund’s performance and that of its designated benchmark index over the prior rolling 12 months.
Removed
This performance adjustment began to be phased out during the fourth quarter of fiscal 2024 and will cease during the fourth quarter of fiscal 2025. During the phase-out period, the adjustment for the performance fee can only be adjusted downward.
Removed
As a result, the Company’s revenues are subject to volatility beyond market-based fluctuations discussed in the investment management and administrative fees section above. For the fiscal years ended June 30, 2024, and 2023, the Company realized a decrease in its USGIF base advisory fee of $429,000, and $490,000, respectively, due to these performance adjustments.
Removed
Written procedures are in place to manage compliance with the code of ethics and other policies affecting the Company’s investment practices. 19 Table of Contents Equity Price Risk Due to the Company’s investments in securities carried at fair value, equity price fluctuations represent a market risk factor affecting the Company’s consolidated financial position.
Removed
An embedded derivative and its related host contract represent one legal contract and are combined within the investments in available-for-sale debt securities on the Consolidated Balance Sheets. The selected hypothetical changes do not reflect what could be considered best- or worst-case scenarios.
Removed
Results could be significantly different due to both the nature of markets and the concentration of the Company’s investment portfolio. The embedded derivatives shown in the above table, which were valued at $12,000 at June 30, 2024, are related to HIVE Digital Technologies Ltd. HIVE (“HIVE”) convertible debentures.
Removed
HIVE is discussed in more detail in Note 4, Investments, to the Consolidated Financial Statements of this Annual Report on Form 10-K. HIVE is a company that is headquartered in Canada with cryptocurrency mining facilities in Iceland, Sweden and Canada. Cryptocurrency markets and related stocks have been, and are expected to continue to be, volatile.
Removed
There is potential for significant volatility in the market price of HIVE, which could materially impact the investment’s value included on the Consolidated Balance Sheets and unrealized gain (loss) recognized in net investment income.

Other GROW 10-K year-over-year comparisons