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What changed in Marygold Companies, Inc.'s 10-K — 2022 vs 2023

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Paragraph-level year-over-year comparison of Marygold Companies, Inc.'s 2022 and 2023 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 2023 report.

+385 added−362 removedSource: 10-K (2023-09-25) vs 10-K (2022-09-28)

Top changes in Marygold Companies, Inc.'s 2023 10-K

385 paragraphs added · 362 removed · 318 edited across 6 sections

Item 1. Business

Business — how the company describes what it does

42 edited+9 added−7 removed60 unchanged
Biggest changeThe positive effects of this transition are expected to be realized within the next 6 to 12 months, as will be evidenced by increasing profit margins to offset a decrease in sales to distributors. 9 Table of Contents Original Sprout sells its products through 3 channels to market: 1) direct sales to end users via online shopping carts, 2) sales through international wholesale distributors who, in turn, sell to other retailers or wholesalers, and 3) to retail stores selling to end users either from the shelf or online.
Biggest changeOriginal Sprout sells its products through 3 channels to market: 1) direct sales to end users via online shopping carts, 2) sales through international wholesale distributors who, in turn, sell to other international retailers or wholesalers, and 3) to retail stores selling to end users either from the shelf or online. 9 Table of Contents Original Sprout has thousands of customers and, from time to time, certain of them become significant during specific reporting periods, but may not be significant during other periods.
Original Sprout is focused on promoting its own brand name as a recognized pioneer in 100% vegan, safe, effective, hair care products through the recruitment of addition distributors, contracts with additional nationwide retail stores, a continued emphasis on online sales either directly or through retail stores and an increased social media presence.
Original Sprout is focused on promoting its own brand name as a recognized pioneer in 100% vegan, safe, effective, hair care products through the recruitment of additional distributors, contracts with additional nationwide retail stores, a continued emphasis on online sales either directly or through retail stores and an increased social media presence.
Prior to June 20, 2022, Marygold UK had no operations, and any incidental expenses were consolidated with those of the parent. For the period June 20, 2022 through June 30, 2022, operating income and expenses were de minimis and are combined with those of the parent in our Consolidated Financial Statements and segmented reports where indicated.
Prior to June 20, 2022, Marygold UK had no operations, and any incidental expenses were consolidated with those of the parent. For the period June 20, 2022 through June 30, 2023, operating income and expenses were de minimis and are combined with those of the parent in our Consolidated Financial Statements and segmented reports where indicated.
Therefore, for the purpose of segment reporting (Note 16), both revenue streams are considered part of the same "food industry" segment. Baking: Within the baking sector there are three major customer groups; 1) grocery, 2) gasoline convenience stores, and 3) independent retailers.
Therefore, for the purpose of segment reporting (Note 16), both revenue streams are considered part of the same "food industry" segment. Baking: Within the baking sector there are three major customer groups; 1) grocery, 2) gasoline convenience stores, and 3) independent retailers and cafes.
Products and Customers As a result of the ongoing COVID-19 pandemic, Original Sprout has made adjustments to its primary distribution and marketing channels.
Products and Customers As a result of the COVID-19 pandemic, Original Sprout has made adjustments to its primary distribution and marketing channels.
The third major customer group is independent retailers and cafes, which accounted for the balance of baking gross sales revenue, however no single customer in this group was a significant contributor of baking sales revenues or baking accounts receivable as of and for the years ended June 30, 2022 and 2021.
The third major customer group is independent retailers and cafes, which accounted for the balance of baking gross sales revenue, however no single customer in this group was a significant contributor of baking sales revenues or baking accounts receivable as of and for the years ended June 30, 2023 and 2022.
Gourmet Foods believes it has all necessary licenses and permits and is compliant in all material respects with New Zealand laws and local regulations. Employees Gourmet Foods, including Printstock, employs approximately 49 persons in New Zealand. Intellectual Property Gourmet Foods, Ponsonby Pies and Pat’s Pantry are all registered trademarks of Gourmet Foods, Ltd.
Gourmet Foods believes it has all necessary licenses and permits and is compliant in all material respects with New Zealand laws and local regulations. Employees Gourmet Foods, including Printstock, employs approximately 52 persons in New Zealand. Intellectual Property Gourmet Foods, Ponsonby Pies and Pat’s Pantry are all registered trademarks of Gourmet Foods, Ltd.
On June 20, 2022, Marygold UK entered into a Variation Agreement providing for a revised schedule of payments which shall be paid by Marygold UK to the Seller, as described therein (the “Variation Agreement”) and simultaneously therewith, Marygold UK completed the acquisition of Tiger Financial and Asset Management Limited ("Tiger").
On June 20, 2022, Marygold UK entered into a Variation Agreement providing for a revised schedule of payments which shall be paid by Marygold UK to the seller, as described therein (the "Variation Agreement") and simultaneously therewith, Marygold UK completed the acquisition of Tiger Financial and Asset Management Limited ("Tiger").
The Funds for which USCF is a general partner or sponsor have registered trademarks owned by USCF. Additionally, USCF was granted two patents Nos. 7,739,186 and 8,019,675, for systems and methods for an exchange traded fund (ETF) that tracks the price of one or more commodities. Gourmet Foods Gourmet Foods, Ltd.
The Funds for which USCF is a general partner or sponsor have registered trademarks owned by USCF. Additionally, USCF was granted two patents Nos. 7,739,186 and 8,019,675, for systems and methods for an exchange traded fund (ETF) that tracks the price of one or more commodities. 6 Table of Contents Gourmet Foods Gourmet Foods, Ltd.
USCF Investments wholly owns both USCF and USCF Advisers, which collectively operate 12 exchange traded products (“ETPs”) and exchange traded funds (“ETFs”), each of which has its shares listed on the NYSE Arca, Inc. ("NYSE Arca").
USCF Investments wholly owns both USCF and USCF Advisers, which collectively operate 14 exchange traded products (“ETPs”) and exchange traded funds (“ETFs”), each of which has its shares listed on the NYSE Arca, Inc. ("NYSE Arca").
No other customers comprised a significant contribution to printing sector sales revenues or accounts receivable as of and for the years ended June 30, 2022 and 2021.
No other customers comprised a significant contribution to printing sector sales revenues or accounts receivable as of and for the years ended June 30, 2023 and 2022.
USCF Investments, through its operating subsidiaries, bears all of its own costs associated with providing these advisory services and the expenses of the members of the board of directors of each fund who are affiliated with USCF Investments. 6 Table of Contents Intellectual Property USCF Investments subsidiary USCF owns registered trademarks for USCF and USCF Advisers.
USCF Investments, through its operating subsidiaries, bears all of its own costs associated with providing these advisory services and the expenses of the members of the board of directors of each fund who are affiliated with USCF Investments. Intellectual Property USCF Investments subsidiary USCF owns registered trademarks for USCF and USCF Advisers.
The ETPs and ETFs managed by USCF and USCF Advisers invest in a broad base index or single commodity, particularly in oil, natural gas, gasoline and metals. 5 Table of Contents USCF currently serves as the General Partner or the Sponsor to the following commodity pools, each of which is currently conducting a public offering of its shares pursuant to the Securities Act of 1933, as amended: USCF as General Partner for the following funds United States Oil Fund, LP (“USO”) Organized as a Delaware limited partnership in May 2005 United States Natural Gas Fund, LP (“UNG”) Organized as a Delaware limited partnership in November 2006 United States Gasoline Fund, LP (“UGA”) Organized as a Delaware limited partnership in April 2007 United States 12 Month Oil Fund, LP (“USL”) Organized as a Delaware limited partnership in June 2007 United States 12 Month Natural Gas Fund, LP (“UNL”) Organized as a Delaware limited partnership in June 2007 United States Brent Oil Fund, LP (“BNO”) Organized as a Delaware limited partnership in September 2009 USCF as fund Sponsor - each a series within the United States Commodity Index Funds Trust ("USCIF Trust") United States Commodity Index Fund (“USCI”) Series of the USCIF Trust created in April 2010 United States Copper Index Fund (“CPER”) Series of the USCIF Trust created in November 2010 USCF Advisers, a registered investment adviser, serves as the investment adviser to the funds listed below within the USCF ETF Trust (the “ETF Trust”) and has overall responsibility for the general management and administration for the ETF Trust.
USCF currently serves as the General Partner or the Sponsor to the following commodity pools, each of which is currently conducting a public offering of its shares pursuant to the Securities Act of 1933, as amended: USCF as General Partner for the following funds United States Oil Fund, LP (“USO”) Organized as a Delaware limited partnership in May 2005 United States Natural Gas Fund, LP (“UNG”) Organized as a Delaware limited partnership in November 2006 United States Gasoline Fund, LP (“UGA”) Organized as a Delaware limited partnership in April 2007 United States 12 Month Oil Fund, LP (“USL”) Organized as a Delaware limited partnership in June 2007 United States 12 Month Natural Gas Fund, LP (“UNL”) Organized as a Delaware limited partnership in June 2007 United States Brent Oil Fund, LP (“BNO”) Organized as a Delaware limited partnership in September 2009 5 Table of Contents USCF as fund Sponsor - each a series within the United States Commodity Index Funds Trust ("USCIF Trust") United States Commodity Index Fund (“USCI”) Series of the USCIF Trust created in April 2010 United States Copper Index Fund (“CPER”) Series of the USCIF Trust created in November 2010 USCF Advisers, a registered investment adviser, serves as the investment adviser to the funds listed below within the USCF ETF Trust (the “ETF Trust”) and has overall responsibility for the general management and administration for the ETF Trust.
For the year ended June 30, 2022 approximately 73% of USCF Investments’ revenue were attributed to its three largest funds which were United States Oil Fund, LP, United States Natural Gas Fund, LP and United States Commodity Index Fund as compared to the year ended June 30, 2021 with approximately 84% of the revenue attributed to United States Oil Fund, LP, United States Natural Gas Fund, LP and United States Brent Oil Fund, LP.
For the year ended June 30, 2023 approximately 73% of USCF Investments’ revenue were attributed to its three largest funds which were United States Oil Fund, LP, United States Natural Gas Fund, LP and United States Commodity Index Fund as compared to the year ended June 30, 2022 with approximately 73% of the revenue attributed to United States Oil Fund, LP, United States Natural Gas Fund, LP and United States Commodity Index Fund.
For the year ended June 30, 2022, Gourmet Foods’ largest customer in the grocery and food industry, who operates through a number of independently branded stores, accounted for approximately 22% of baking sales revenues as compared to 18% for the year ended June 30, 2021.
For the year ended June 30, 2023, Gourmet Foods’ largest customer in the grocery and food industry, who operates through a number of independently branded stores, accounted for approximately 14% of baking sales revenues as compared to 22% for the year ended June 30, 2022.
(“Brigadier”), a Canadian based company, sells and installs commercial and residential alarm monitoring systems under the names Brigadier Security Systems and Elite Security in the province of Saskatchewan. ● Kahnalytics, Inc. dba/Original Sprout (“Original Sprout”), a U.S. based company, is engaged in the wholesale distribution of hair and skin care products under the brand name Original Sprout on a global scale. ● Marygold & Co., a newly formed U.S. based company, together with its wholly owned limited liability company, Marygold & Co.
(“Brigadier”), a Canadian based company, sells and installs commercial and residential alarm monitoring systems. ● Kahnalytics, Inc. dba/Original Sprout (“Original Sprout”), a U.S. based company, is engaged in the wholesale distribution of hair and skin care products under the brand name Original Sprout on a global scale. ● Marygold & Co., a newly formed U.S. based company, together with its wholly-owned limited liability company, Marygold & Co.
This customer accounted for 25% of the baking accounts receivable at June 30, 2022 as compared to 19% as of June 30, 2021. The second largest customer in the grocery and food industry did not account for significant sales during the years ended June 30, 2022 and 2021.
This customer accounted for 14% of the baking accounts receivable at June 30, 2023 as compared to 25% as of June 30, 2022. The second largest customer in the grocery and food industry did not account for significant sales during the years ended June 30, 2023 and 2022.
No single member of this consortium was a significant contributor to Gourmet Foods' sales revenues, but as a group they contributed 8% and 9% of the baking sales revenues for the years ended June 30, 2022 and 2021, respectively.
No single member of this consortium was a significant contributor to Gourmet Foods' sales revenues, but as a group they contributed 10% and 8% of the baking sales revenues for the years ended June 30, 2023 and 2022, respectively.
However, this customer did account for 26% and 27% of baking accounts receivable as of June 30, 2022 and 2021, respectively. In the gasoline convenience store market customer group, Gourmet Foods supplies two major channels.
However, this customer did account for 8% and 26% of baking accounts receivable as of June 30, 2023 and 2022, respectively. In the gasoline convenience store market customer group, Gourmet Foods supplies two major channels.
No single member of the consortium is responsible for a significant portion of Gourmet Foods’ baking accounts receivable, however as a group they collectively accounted for 21% and 22% of baking accounts receivable as of June 30, 2022 and 2021, respectively.
No single member of the consortium is responsible for a significant portion of Gourmet Foods’ baking accounts receivable, however as a group they collectively accounted for 42% and 21% of baking accounts receivable as of June 30, 2023 and 2022, respectively.
There are no centralized or integrated operational functions such as marketing, sales, legal or other professional services and there is little involvement by the Company’s management in the day-to-day business affairs of its operating subsidiary businesses apart from oversight.
The Company manages its operating businesses on a decentralized basis. There are no centralized or integrated operational functions such as marketing, sales, legal or other professional services and there is little involvement by the Company’s management in the day-to-day business affairs of its operating subsidiary businesses apart from oversight.
The ETPs and ETFs managed by USCF and USCF Advisers have a total of approximately $4.9 billion in assets under management as of June 30, 2022. USCF Investments receives revenues as a result of its ownership of USCF and USCF Advisers, which provides investment management and advisory services in exchange for management fees charged against the ETPs and ETFs.
The ETPs and ETFs managed by USCF and USCF Advisers have a total of approximately $3.5 billion in assets under management as of June 30, 2023. USCF Investments receives revenues as a result of its ownership of USCF and USCF Advisers, which provides investment management and advisory services in exchange for management fees charged against the ETPs and ETFs.
Consolidated: With respect to Gourmet Foods’ consolidated risk, the largest three customers accounted for 32%, 14% and 13% as compared to 32%, 12% and 12% of Gourmet Foods' consolidated gross revenues for the years ended June 30, 2022 and 2021, respectively.
Consolidated: With respect to Gourmet Foods’ consolidated risk, the largest three customers accounted for 35%, 21% and 9% as compared to 32%, 14% and 13% of Gourmet Foods' consolidated gross revenues for the years ended June 30, 2023 and 2022, respectively.
Printing: The printing sector of Gourmet Foods' gross revenues is comprised of many customers, some large and some small, with one customer accounting for 37% of the printing sector revenues and 39% of the printing sector accounts receivable as of and for the year ended June 30, 2022 as compared to 33% of printing sector revenues and 40% of printing sector accounts receivable as of and for the year ended June 30, 2021.
Printing: The printing sector of Gourmet Foods' gross revenues is comprised of many customers, some large and some small, with the largest customer accounting for 49% of the printing sector revenues and 39% of the printing sector accounts receivable as of and for the year ended June 30, 2023 as compared to 37% of printing sector revenues and 39% of printing sector accounts receivable as of and for the year ended June 30, 2022.
A second consortium of gasoline convenience stores accounted for 23% of baking accounts receivable as of June 30, 2022 and June 30, 2021.
A second consortium of gasoline convenience stores accounted for 22% and 23% of baking accounts receivable as of June 30, 2023 and June 30, 2022, respectively.
Employees Original Sprout employees approximately 6 persons on a full-time basis, not including temporary workers or "temp-to-hire" status workers, in California. 10 Table of Contents Marygold While still in the development phase, Marygold continues to devote considerable resources to the development of a proprietary Fintech software application that is envisioned to provide a superior mobile banking experience to its customers.
Employees Original Sprout employees approximately 7 persons on a full-time basis, not including temporary workers or "temp-to-hire" status workers, in California. Marygold Marygold completed its development phase in June 2023. Marygold continues to devote considerable resources to the development of a proprietary Fintech software application that is envisioned to provide a superior mobile banking experience to its customers.
Sources and Availability of Materials Original Sprout is dependent upon its relationship with a product formulating and packaging company who, at the direction of Original Sprout, produces its products in accordance with proprietary formulas, packages them in appropriate containers, and delivers the finished goods to Original Sprout for distribution to its customers.
Sources and Availability of Materials Original Sprout is dependent upon its relationships with two product formulating and packaging companies who, at the direction of Original Sprout, produce its products in accordance with proprietary formulas, packages them in appropriate containers, and delivers the finished goods to Original Sprout for distribution to its customers.
USCF Advisers as adviser for each series within the USCF ETF Trust: USCF SummerHaven Dynamic Commodity Strategy No K-1 Fund ("SDCI") Fund launched May 2018 USCF Midstream Energy Income Fund ("UMI") Fund launched March 2021 USCF Gold Strategy Plus Income Fund ("GLDX") Fund launched November 2021 USCF Dividend Income Fund ("UDI") Fund launched June 2022 All commodity pools managed by USCF and each series of the ETF Trust managed by USCF Advisers are collectively referred to as the “Funds” hereafter.
USCF Advisers as fund manager for each series within the USCF ETF Trust: USCF SummerHaven Dynamic Commodity Strategy No K-1 Fund ("SDCI") Fund launched May 2018 USCF Midstream Energy Income Fund ("UMI") Fund launched March 2021 USCF Gold Strategy Plus Income Fund ("GLDX") Fund launched November 2021 USCF Dividend Income Fund ("UDI") Fund launched June 2022 USCF Sustainable Battery Metals Strategy Fund ("ZSB") Fund launched January 2023 USCF Energy Commodity Strategy Absolute Return Fund ("USE”) Fund launched May 2023 All commodity pools managed by USCF and each series of the ETF Trust managed by USCF Advisers are collectively referred to as the “Funds” hereafter.
All of Original Sprout’s products are currently produced by this packaging company. If this relationship were to terminate, Original Sprout believes that there are other similar packaging companies available to Original Sprout at competitive pricing.
All of Original Sprout’s products are currently produced by these two packaging companies. If these relationships were to terminate, Original Sprout believes that there are other similar packaging companies available to Original Sprout at competitive pricing.
The largest is a marketing consortium of gasoline dealers operating under the same brand who, for the years ended June 30, 2022 and 2021 accounted for approximately 50% and 49%, respectively, of baking gross sales revenues.
The largest is a marketing consortium of gasoline dealers operating under the same brand who, for the years ended June 30, 2023 and 2022 accounted for approximately 57% and 50%, respectively, of baking gross sales revenues. No single member of the consortium accounted for significant portion of baking sales revenues.
("USCF Investments") (f/k/a Wainwright Holdings, Inc.), a U.S. based company, is the sole member of two investment services limited liability company subsidiaries, United States Commodity Funds LLC (“USCF”), and USCF Advisers LLC (“USCF Advisers”), each of which manages, operates or is an investment advisor to exchange traded funds organized as limited partnerships or investment trusts that issue shares which trade on the NYSE Arca stock exchange. ● Gourmet Foods, Ltd., a New Zealand based company, manufactures and distributes New Zealand meat pies on a commercial scale and its wholly owned New Zealand subsidiary company, Printstock Products Limited ("Printstock"), prints specialty wrappers for the food industry in New Zealand and Australia (collectively "Gourmet Foods"). ● Brigadier Security Systems (2000) Ltd.
(“USCF Investments”), a U.S. based company, is the sole member of two investment services limited liability company subsidiaries that manages, operates or is an investment advisor to exchange traded funds organized as limited partnerships or investment trusts that issue shares which trade on the NYSE Arca stock exchange. ● Gourmet Foods, Ltd., a New Zealand based company, manufactures and distributes New Zealand meat pies on a commercial scale and its wholly-owned New Zealand subsidiary company, Printstock Products Limited, prints specialty wrappers for the food industry in New Zealand and Australia.
No other customers were significant for the year ended June 30, 2022, however another customer accounted for 12% of total Brigadier revenues and 39% of accounts receivable as of and for the year ended June 30, 2021.
No other customers were significant contributors to Brigadier sales revenues for the year ended June 30, 2023 or June 30, 2022, however another customer accounted for 27% of total Brigadier accounts receivable as of June 30, 2023 and 0% as of June 30, 2022.
The business of Marygold UK will be that of Tiger, an asset manager and investment advisor to residents of the U.K. As of June 30, 2022, Tiger has approximately £42 million in assets under management. Tiger earns revenues as a percentage of the assets under management. At this level of assets under management, Tiger is nominally cash flow breakeven.
The business of Marygold UK will be that of Tiger, an asset manager and investment advisor to residents of the U.K. As of June 30, 2023, Tiger has approximately £32 million (approximately US$40 million) in assets under management. Tiger earns revenues as a percentage of the assets under management.
(UK) Limited, a newly formed U.K. limited company, together with its newly acquired UK subsidiary, Tiger Financial and Asset Management, Ltd. (collectively “Marygold UK”) is an asset manager and registered investment advisor in the UK. Operations began on June 20, 2022. The Company manages its operating businesses on a decentralized basis.
(UK) Limited, a newly formed U.K. limited company, together with its newly acquired UK subsidiary, Tiger Financial and Asset Management, Ltd. (collectively “Marygold UK”) is an asset manager and registered investment advisor in the UK. Operations are included in these consolidated financial statements beginning on the acquisition date of June 20, 2022.
Marygold employs 6 full time staff members and also subcontracts for a variety of services, both in the U.S. and internationally. These operating expenses are combined with those of The Marygold Companies in our Consolidated Financial Statements and segmented reports.
Marygold employs six full time staff members and also subcontracts for a variety of services, both in the U.S. and internationally. These operating expenses are combined with those of The Marygold Companies in our Consolidated Financial Statements and segmented reports. Marygold launched its mobile app in June 2023 and thus had insignificant operations during the current year.
Marygold UK Marygold UK was formed under the laws of England and Wales as a wholly owned subsidiary of The Marygold Companies for the specific purpose of acquiring existing operating companies in the financial services sector of the U.K.
For fiscal 2024 its operations will be segregated from those of the parent, The Marygold Companies. 10 Table of Contents Marygold UK Marygold UK was formed under the laws of England and Wales as a wholly owned subsidiary of The Marygold Companies for the specific purpose of acquiring existing operating companies in the financial services sector of the U.K.
Due to the increase in online sales channels and the discontinuation of most domestic distribution agreements, Original Sprout had 1 significant international distributor for the year ended June 30, 2022 which accounted for 11% of Original Sprout's total revenues as compared to 4% of total revenues for the year ended June 30, 2021.
Due to the increase in online sales channels and the discontinuation of most domestic distribution agreements, Original Sprout had no single customer who accounted for 10% or greater of total revenues for the year ended June 30, 2023 as compared to one customer who accounted for 11% of total revenues for the year ended June 30, 2022.
Sales to the largest customer, which includes contracts and recurring monthly support fees, totaled 52% and 49% of the total Brigadier revenues for the years ended June 30, 2022 and June 30, 2021, respectively. The same customer accounted for approximately 31% of Brigadier's accounts receivable as of the balance sheet date of June 30, 2022 and 2021.
Sales to the largest customer, which includes contracts and recurring monthly support fees, totaled 42% and 52% of the total Brigadier revenues for the years ended June 30, 2023 and June 30, 2022, respectively.
Original Sprout, in defense of its brand and price points, was compelled to commence a transition from its wholesale distribution model to one wherein Original Sprout sells direct to retail outlets, or even direct to consumers, through online platforms such as Costco.com and others.
In response to this trend, many of Original Sprout's domestic distributors became retailers by selling direct to consumers on e-tail platforms. Original Sprout, in defense of its brand and price points, was compelled to commence a transition from its wholesale distribution model to one wherein Original Sprout sells direct to retail outlets, or even direct to consumers, through online platforms.
These same customers accounted for 7%, 8% and 26%, respectively, of the consolidated accounts receivable of Gourmet Foods as of June 30, 2022 as compared to 8%, 7%, 26%, respectively, as of June 30, 2021. 7 Table of Contents Sources and Availability of Materials Gourmet Foods, including Printstock, is not dependent upon any one major supplier as many alternative sources are available in the local marketplace should the need arise.
Sources and Availability of Materials Gourmet Foods, including Printstock, is not dependent upon any one major supplier as many alternative sources are available in the local marketplace should the need arise. However, the aftereffects of the COVID-19 pandemic have resulted in increased cost of raw ingredients and local shipping.
Advisory Services, LLC, (collectively "Marygold") was established by The Marygold Companies to explore opportunities in the financial technology ("Fintech") space, is still in the development stage as of June 30, 2022, and is estimated to launch commercial services within the current calendar year.
Advisory Services, LLC, (collectively "Marygold") was established by The Marygold Companies to explore opportunities in the financial technology ("Fintech") space, completed its development phase in June 2023, and launched its commercial services in June 2023. Through June 30, 2023, expenditures have been limited to developing the business model and the associated application development. ● Marygold & Co.
However, the effects of the ongoing COVID-19 pandemic on global supply chains has reduced available supplies of raw ingredients and increased their price. All sources of raw ingredients are experiencing shortages, and those shortages, along with price increases, have negatively impacted Gourmet Foods profit margins and, in some instances, their ability to meet market demand in a timely manner.
These cost increases, coupled with rising cost of labor, have negatively impacted Gourmet Foods profit margins and, in some instances, their ability to meet market demand in a timely manner. Although raw material availability has begun to return to normal levels, there remains a shortage of qualified labor for both the bakery and the printing sector at acceptable wage levels.
Removed
Through June 30, 2022, expenditures have been limited to developing the business model and the associated application development. The expenses of Marygold have been included with those of the Company for the purposes of segmented reporting. ● Marygold & Co.
Added
(collectively "Gourmet Foods") ● Brigadier Security Systems (2000) Ltd.
Removed
As the industry continues to recover from the lock downs and other measures taken to reduce the spread of the COVID-19 virus, management expects the availability of materials and competitive pricing to return to normal levels. Competition Gourmet Foods faces competition from other commercial-scale manufacturers of meat pies located in New Zealand and Australia.
Added
The ETPs and ETFs managed by USCF and USCF Advisers invest in a broad base index or single commodity, particularly in oil, natural gas, gasoline and metals.
Removed
In response to this trend, many of Original Sprout's distributors became retailers by selling direct to consumers on e-tail platforms.
Added
The second largest customer accounted for 10% of printing sector revenues and 34% of printing sector accounts receivable as of June 30, 2023. There were no sales to this customer for the year ended June 30, 2022.
Removed
Original Sprout has thousands of customers and, from time to time, certain of them become significant during specific reporting periods, but may not be significant during other periods.
Added
These same customers accounted for 15%, 5% and 27%, respectively, with one additional customer accounting for 24% of the consolidated accounts receivable of Gourmet Foods as of June 30, 2023 as compared to 8%, 7%, 26% and 0%, respectively, as of June 30, 2022.
Removed
A different domestic customer, who was insignificant for the year ended June 30, 2022, accounted for 12% of sales for the year ended June 30, 2021.
Added
Gourmet Foods is focused on securing the best prices available for raw materials in the local market and recruiting experienced staff to replace those persons who failed to return to the workplace after the lifting of the COVID-19 restrictions during the current fiscal year. 7 Table of Contents Competition Gourmet Foods faces competition from other commercial-scale manufacturers of meat pies located in New Zealand and Australia.
Removed
Six different customers, none of whom contributed significant sales levels, accounted for 19%, 16%, 15%, 13%, 12%, and 11% of total accounts receivable as of June 30, 2022 as compared to 15%, 30%, 6%, 7%, 17%, and 11%, respectively, as of June 30, 2021.
Added
The same customer accounted for approximately 25% of Brigadier's accounts receivable as of the balance sheet date of June 30, 2023 as compared to 31% as of June 30, 2022.
Removed
Marygold estimates that it will launch its mobile app during the fiscal year ending June 30, 2023 and, at that time, its operations will be segregated from those of the parent, The Marygold Companies.
Added
The negative effects of this transition are being realized through reduced sales revenues as a result of cancellation of domestic distribution channels. This trend is expected to continue well into the coming fiscal year as Original Sprout engages new brand representation and secures reliable sales channels for its new and existing product lines.
Added
There were four customers who accounted for 25%, 23% 13% and 11% of total accounts receivable at June 30, 2023. These same customers accounted for 11% 12% 15% and 0%, respectively, at June 30, 2022 with two other customers accounting for 16% and 13% of accounts receivable at June 30, 2022 while being insignificant at June 30, 2023.
Added
At this level of assets under management, Tiger is nominally cash flow breakeven.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

27 edited+0 added−8 removed77 unchanged
Biggest changeSovereign debt downgrades, defaults, inability to access debt markets due to credit or legal constraints, liquidity crises, the breakup or restructuring of fiscal, monetary, or political systems such as the European Union, and other events or conditions (e.g. pandemics such as COVID-19) that impair the functioning of financial markets and institutions also may adversely impact the demand for crude oil.
Biggest changeSovereign debt downgrades, defaults, inability to access debt markets due to credit or legal constraints, liquidity crises, the breakup or restructuring of fiscal, monetary, or political systems such as the European Union, and other events or conditions that impair the functioning of financial markets and institutions also may adversely impact the demand for crude oil. 13 Table of Contents Abnormally wide bid/ask spreads and market disruptions that halt or disrupt trading or create extreme volatility could undermine investor confidence in the ETP investment structure and limit investor acceptance of ETPs.
Under the NYSE American rules, a company of which more than 50% of the voting power is held by another person or group of persons acting together is a controlled company and may elect not to comply with certain NYSE American corporate governance requirements, including the requirements that: ● A majority of the Company’s Board of Directors consist of independent directors; ● the Company has a nominating committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and ● the Company has a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities.
Under the NYSE American rules, a company of which more than 50% of the voting power is held by another person or group of persons acting together is a controlled company and may elect not to comply with certain NYSE American corporate governance requirements, including the requirements that: ● A majority of the Company's Board of Directors consist of independent directors; ● the Company has a nominating committee that is composed entirely of independent directors with a written charter addressing the committee's purpose and responsibilities; duck ● the Company has a compensation committee that is composed entirely of independent directors with a written charter addressing the committee's purpose and responsibilities.
The extent to which COVID-19 will affect the Company and its’ service providers will depend on future developments, which are highly uncertain and cannot be predicted, including new information that may emerge concerning the severity of COVID-19 and the actions taken to contain COVID-19.
The extent to which COVID-19 will continue to affect the Company and its’ service providers will depend on future developments, which are highly uncertain and cannot be predicted, including new information that may emerge concerning the severity of COVID-19 and the actions taken to contain COVID-19.
Risks Related to Our Controlled Company Election and Status We are a “ controlled company ” within the meaning of the NYSE American rules and rely on exemptions from various corporate governance requirements that provide protection to stockholders of other companies.
Risks Related to Our Controlled Company Election and Status We are a " controlled company " within the meaning of the NYSE American rules and rely on exemptions from various corporate governance requirements that provide protection to stockholders of other companies.
World oil supply levels can also be affected by factors that reduce available supplies, such as adherence by member countries to the Organization of the Petroleum Exporting Countries (“OPEC”) production quotas and the occurrence of wars, hostile actions, natural disasters, disruptions in competitors’ operations, or unexpected unavailability of distribution channels that may disrupt supplies.
World oil supply levels can also be affected by factors that reduce available supplies, such as adherence by member countries to the Organization of the Petroleum Exporting Countries ("OPEC") production quotas and the occurrence of wars, hostile actions, natural disasters, disruptions in competitors' operations, or unexpected unavailability of distribution channels that may disrupt supplies.
Gerber, the President and Chief Executive Officer of the Company and Chairman of the Board of the Company, is the beneficial owner of approximately 18,250,015 shares of our common stock, par value $0.001 per share (the “Common Stock”), representing approximately 45.21% of our total issued and outstanding Common Stock (giving effect to the conversion of all Series B Preferred Stock) .
Gerber, the President and Chief Executive Officer of the Company and Chairman of the Board of the Company, is the beneficial owner of approximately 18,250,015 shares of our common stock, par value $0.001 per share (the "Common Stock"), representing approximately 45.21% of our total issued and outstanding Common Stock (giving effect to the conversion of all Series B Preferred Stock) .
We are a “controlled company” as defined in section 801(a) of the NYSE American Company Guide because more than 50% of the combined voting power of all of our outstanding common stock is beneficially owned or controlled by Messrs. Gerber and Schoenberger.
We are a "controlled company" as defined in section 801(a) of the NYSE American Company Guide because more than 50% of the combined voting power of all of our outstanding common stock is beneficially owned or controlled by Messrs. Gerber and Schoenberger.
These factors may include, among other thing, results of operations that vary from the expectations of securities analysts and investors; changes in expectations as to our or our industry’s future financial performance, including financial estimates and investment recommendations by securities analysts and investors, and the publication of research reports regarding the same; ● changes in general economic or market conditions or trends in our industry or markets; future issuances or sales or purchases of our common stock or other securities; ● the public’s response to press releases or other public announcements by us or third parties, including our filings with the SEC; and ● changes in senior management or other key personnel.
These factors may include, among other thing, results of operations that vary from the expectations of securities analysts and investors; changes in expectations as to our or our industry's future financial performance, including financial estimates and investment recommendations by securities analysts and investors, and the publication of research reports regarding the same; 14 Table of Contents ● changes in general economic or market conditions or trends in our industry or markets; future issuances or sales or purchases of our common stock or other securities; ● the public's response to press releases or other public announcements by us or third parties, including our filings with the SEC; duck ● changes in senior management or other key personnel.
If our international products and operations experience any negative consequences or are perceived negatively in non-U.S. markets, it may also harm our reputation in other markets, including the U.S. market. 14 Table of Contents Our risk management policies and procedures, and those of our third-party vendors upon which we rely, may not be fully effective in identifying or mitigating risk exposure, including employee misconduct.
If our international products and operations experience any negative consequences or are perceived negatively in non-U.S. markets, it may also harm our reputation in other markets, including the U.S. market. Our risk management policies and procedures, and those of our third-party vendors upon which we rely, may not be fully effective in identifying or mitigating risk exposure, including employee misconduct.
Additionally, pursuant to a voting agreement, (the “Voting Agreement”), the Gerber Trust and Schoenberger Trust will continue to vote all shares of Voting Stock owned by them to elect each of Messrs. Gerber and Schoenberger to the Board along with other designees mutually agreed upon. By virtue of the Voting Agreement, Messrs.
Additionally, pursuant to a voting agreement, (the "Voting Agreement"), the Gerber Trust and Schoenberger Trust will continue to vote all shares of Voting Stock owned by them to elect each of Messrs. Gerber and Schoenberger to the Board along with other designees mutually agreed upon. By virtue of the Voting Agreement, Messrs.
We have implemented policies and procedures designed to help ensure compliance with applicable laws and regulations, but there can be no assurance that our employees, contractors, and agents will not violate such laws and regulations. 12 Table of Contents We are dependent on certain key personnel, the loss of which may adversely affect our financial condition or results of operations.
We have implemented policies and procedures designed to help ensure compliance with applicable laws and regulations, but there can be no assurance that our employees, contractors, and agents will not violate such laws and regulations. We are dependent on certain key personnel, the loss of which may adversely affect our financial condition or results of operations.
Any such event could consume significant management time and result in a loss to us of the related costs incurred, which could adversely affect our financial position and our ability to consummate other acquisitions and investments. 15 Table of Contents We may fail to effectively integrate the businesses we acquire. Historically, a portion of our growth has come through acquisitions.
Any such event could consume significant management time and result in a loss to us of the related costs incurred, which could adversely affect our financial position and our ability to consummate other acquisitions and investments. We may fail to effectively integrate the businesses we acquire. Historically, a portion of our growth has come through acquisitions.
If the assets under management in these funds were to decline, either because of declining market values or net outflows from these funds, our revenues would be adversely affected. 13 Table of Contents We rely on third party suppliers, and our business may be affected by interruption of supplies or increases in product costs.
If the assets under management in these funds were to decline, either because of declining market values or net outflows from these funds, our revenues would be adversely affected. We rely on third party suppliers, and our business may be affected by interruption of supplies or increases in product costs.
Schoenberger’s shares of Common Stock are held by the Schoenberger Family Trust (the “Schoenberger Trust”). Mr. Schoenberger serves as the sole trustee of the Schoenberger Trust; As such, the Schoenberger Trust and Mr. Schoenberger share power to vote or to direct the vote of the shares and share power to dispose or to direct the disposition of these shares.
Schoenberger's shares of Common Stock are held by the Schoenberger Family Trust (the "Schoenberger Trust"). Mr. Schoenberger serves as the sole trustee of the Schoenberger Trust; As such, the Schoenberger Trust and Mr. Schoenberger share power to vote or to direct the vote of the shares and share power to dispose or to direct the disposition of these shares.
In light of the inherent uncertainties involved in such matters, an adverse outcome in this litigation could materially adversely affect the Company’s financial condition, results of operations or cash flows in any particular reporting period. Litigation could result in substantial costs and divert management’s attention and resources from a company’s business.
In light of the inherent uncertainties involved in such matters, an adverse outcome in this litigation could materially adversely affect the Company’s financial condition, results of operations or cash flows in any particular reporting period. 11 Table of Contents Litigation could result in substantial costs and divert management’s attention and resources from a company’s business.
Given the significant economic and financial market disruptions associated with the COVID-19 pandemic, the Company’s results of operations could be adversely impacted. 11 Table of Contents Additional risks and uncertainties that are presently unknown or are currently deemed immaterial may also impair our business operations.
Given the significant economic and financial market disruptions associated with the COVID-19 pandemic, the Company’s results of operations could be adversely impacted. Additional risks and uncertainties that are presently unknown or are currently deemed immaterial may also impair our business operations.
The Company ’ s CEO, through the Gerber Trust, controls a significant percentage of our common stock, and may exert significant control over matters subject to stockholder approval as well as heightened voting power at the board level, preventing other stockholders and new investors from influencing significant corporate decisions. Mr. Nicholas D.
The Company's CEO, through the Gerber Trust, controls a significant percentage of our common stock, and may exert significant control over matters subject to stockholder approval as well as heightened voting power at the board level, preventing other stockholders and new investors from influencing significant corporate decisions. Mr. Nicholas D.
Mr. Gerber’s Common Stock is held by the Nicholas and Melinda Gerber Living Trust (the “Gerber Trust”). Nicholas Gerber and Melinda Gerber serve as trustees of the Gerber Trust; As such, the Gerber Trust and Mr.
Mr. Gerber's Common Stock is held by the Nicholas and Melinda Gerber Living Trust (the "Gerber Trust"). Nicholas Gerber and Melinda Gerber serve as trustees of the Gerber Trust; As such, the Gerber Trust and Mr.
To the extent our cash flow is dependent on our subsidiaries ability to make distributions to us could materially limit our ability to grow, pursue business opportunities or make acquisitions that could be beneficial to our businesses. Our business is subject to extensive government regulation and oversight.
To the extent our cash flow is dependent on our subsidiaries ability to make distributions to us could materially limit our ability to grow, pursue business opportunities or make acquisitions that could be beneficial to our businesses. 12 Table of Contents Our business is subject to extensive government regulation and oversight.
For the years ended June 30, 2022 and 2021, approximately 63% of our revenues were derived from USCF Investments operations, which consists of the management of ETPs and ETFs by USCF and USCF Advisers.
For the years ended June 30, 2023 and 2022, approximately 60% and 63% of our revenues, respectively, were derived from USCF Investments operations, which consists of the management of ETPs and ETFs by USCF and USCF Advisers.
Our business model also encompasses researching and investigating new acquisitions and business opportunities to support the growth of our Company.
We are a holding company in the business of owning diverse and profitable businesses. Our business model also encompasses researching and investigating new acquisitions and business opportunities to support the growth of our Company.
In addition, our financial condition, results of operations and the ability to service our debt may be adversely impacted depending on the specific risks applicable to any business we invest in or acquire and our ability to address those risks.
In addition, our financial condition, results of operations and the ability to service our debt may be adversely impacted depending on the specific risks applicable to any business we invest in or acquire and our ability to address those risks. 16 Table of Contents We could consume resources in researching acquisitions, business opportunities or financings and capital market transactions that are not consummated, which could materially adversely affect subsequent attempts to locate and acquire or invest in another business.
The occurrence of recessions or other periods of low or negative economic growth will typically have a direct adverse impact on crude oil prices. Other factors that affect general economic conditions in the world or in a major region, such as changes in population growth rates, periods of civil unrest, pandemics (e.g.
The occurrence of recessions or other periods of low or negative economic growth will typically have a direct adverse impact on crude oil prices.
The Company may elect in the future to use certain of these controlled company exemptions and the Company may continue to use all or some of these exemptions in the future for so long as the Company is a controlled company.
These independence standards are intended to ensure that directors who meet those standards are free of any conflicting interest that could influence their actions as directors. 15 Table of Contents The Company may elect in the future to use certain of these controlled company exemptions and the Company may continue to use all or some of these exemptions in the future for so long as the Company is a controlled company.
Abnormally wide bid/ask spreads and market disruptions that halt or disrupt trading or create extreme volatility could undermine investor confidence in the ETP investment structure and limit investor acceptance of ETPs. ETPs trade on exchanges in market transactions that generally approximate the value of the referenced assets or underlying portfolio of securities held by the particular ETP.
ETPs trade on exchanges in market transactions that generally approximate the value of the referenced assets or underlying portfolio of securities held by the particular ETP.
COVID-19 Risk An outbreak of infectious respiratory illness caused by a novel coronavirus known as COVID-19 was first detected in China in December 2019 and has now been detected globally. In March 2020, the World Health Organization declared the COVID-19 outbreak a pandemic.
COVID-19 Risk The Company may be impacted by certain continuing aftereffects from the economic disruption imposed by the COVID-19 pandemic, which was first detected in China in December 2019 and declared a pandemic by the World Health Organization in March 2020.
COVID-19), government austerity programs, or currency exchange rate fluctuations, can also impact the demand for crude oil.
Other factors that affect general economic conditions in the world or in a major region, such as changes in population growth rates, periods of civil unrest, pandemics (including COVID-19), government austerity programs, or currency exchange rate fluctuations, can also impact the demand for crude oil.
Removed
The ongoing spread of COVID-19 has had, and is expected to continue to have, a material adverse impact on local economies in the affected jurisdictions and also on the global economy, as cross border commercial activity and market sentiment are increasingly impacted by the outbreak and government and other measures seeking to contain its spread.
Removed
The impact of COVID-19, and other infectious illness outbreaks that may arise in the future, could adversely affect individual issuers and capital markets in ways that cannot necessarily be foreseen.
Removed
In addition, actions taken by government and quasi-governmental authorities and regulators throughout the world in response to the COVID-19 outbreak, including significant fiscal and monetary policy changes, may affect the value, volatility, pricing and liquidity of some investments or other assets, including those held by or invested in by the Company.
Removed
Public health crises caused by the COVID-19 outbreak may exacerbate other preexisting political, social and economic risks in certain countries or globally. The duration of the COVID-19 outbreak and its ultimate impact on the Company and, on the global economy, cannot be determined with certainty.
Removed
The COVID-19 pandemic and its effects may last for an extended period of time and could result in significant and continued declines in global financial markets, higher default rates, and a substantial economic downturn or recession.
Removed
The foregoing could disrupt the operations of the Company's service providers, adversely affect the Company's stock price, and negatively impact the Company's performance and your investment in the Company.
Removed
These independence standards are intended to ensure that directors who meet those standards are free of any conflicting interest that could influence their actions as directors.
Removed
We could consume resources in researching acquisitions, business opportunities or financings and capital market transactions that are not consummated, which could materially adversely affect subsequent attempts to locate and acquire or invest in another business. We are a holding company in the business of owning diverse and profitable businesses.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeOur wholly-owned subsidiary, Gourmet Foods, rents facilities in Tauranga and in Napier, New Zealand. Our wholly-owned subsidiary, USCF Investments, leases office space in Walnut Creek, California. Our wholly-owned subsidiary Marygold UK rents office space in Croydon, England. We believe that the facilities described herein are adequate for our current and immediately foreseeable operating needs.
Biggest changeOur wholly-owned subsidiary, Gourmet Foods, rents facilities in Tauranga and in Napier, New Zealand. Our wholly-owned subsidiary, USCF Investments, leases office space in Walnut Creek, California. Our wholly-owned subsidiary Marygold & Co. rents office space in Centennial, Colorado. Our wholly-owned subsidiary Marygold UK rents office space in Croydon, England.
ITEM 2. PROPERTIES On July 2, 2019, Brigadier finalized the purchase of its office facility and land located in Saskatoon for CAN $750,000 (Approximately US$572,858), funded by a bank loan of CAN$525,000 (approximately US$401,000) and CAN$225,000 (approximately US$171,858) in cash. The bank loan matures in 2024 and bears interest at the annual rate of 4.14%.
ITEM 2. PROPERTIES On July 2, 2019, Brigadier finalized the purchase of its office facility and land located in Saskatoon for CAN $750,000 (Approximately US$566,194), funded by a bank loan of CAN$525,000 (approximately US$396,336) and CAN$225,000 (US approximately $169,858) in cash. The bank loan matures in 2024 and bears interest at the annual rate of 4.14%.
Added
We believe that the facilities described herein are adequate for our current and immediately foreseeable operating needs.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeSecurities and Exchange Commission (the “SEC”) and the U.S. Commodity Futures Trading Commission (the “CFTC”) relating to matters set forth in certain Wells Notices issued by the staffs of each of the SEC and CFTC, as detailed below.
Biggest changeSettlement of SEC and CFTC Investigations On November 8, 2021, USCF and USO announced a resolution with each of the SEC and the CFTC relating to matters set forth in certain Wells Notices issued by the staffs of each of the SEC and CFTC as more fully described below. 17 Table of Contents On August 17, 2020, USCF, USO, and John Love received a "Wells Notice" from the staff of the SEC (the "SEC Wells Notice").
The plaintiffs in the Cantrell and AML Actions have marked their actions as related to the Lucas Class Action. The Court entered and consolidated the Cantrell and AML Actions under the caption In re United States Oil Fund, LP Derivative Litigation , Civil Action No. 1:20-cv-06974 and appointed co-lead counsel.
The plaintiffs in the Cantrell and AML Actions have marked their actions as related to the Lucas Class Action. The Court consolidated the Cantrell and AML Actions under the caption In re United States Oil Fund, LP Derivative Litigation, Civil Action No. 1:20-cv-06974 and appointed co-lead counsel.
The lead plaintiff has filed a notice of voluntary dismissal of its claims against BNP Paribas Securities Corporation, Citadel Securities LLC, Citigroup Global Markets Inc., Credit Suisse Securities USA LLC, Deutsche Bank Securities Inc., Morgan Stanley & Company, Inc., Nomura Securities International, Inc., RBC Capital Markets, LLC, SG Americas Securities LLC, and UBS Securities LLC. 17 Table of Contents USCF, USO, and the individual defendants in In re: United States Oil Fund, LP Securities Litigation intend to vigorously contest such claims and have moved for their dismissal.
The lead plaintiff has filed a notice of voluntary dismissal of its claims against BNP Paribas Securities Corporation, Citadel Securities LLC, Citigroup Global Markets Inc., Credit Suisse Securities USA LLC, Deutsche Bank Securities Inc., Morgan Stanley & Company, Inc., Nomura Securities International, Inc., RBC Capital Markets, LLC, SG Americas Securities LLC, and UBS Securities LLC. 18 Table of Contents USCF, USO, and the individual defendants in In re: United States Oil Fund, LP Securities Litigation intend to vigorously contest such claims and have moved for their dismissal.
Pursuant to the SEC Order and the CFTC Order, in addition to the command to cease and desist from committing or causing any violations of Section 17(a)(3) of the 1933 Act, Section 4o(1)(B) of the CEA, and CFTC Regulation 4.14(a)(2), civil monetary penalties totaling two million five hundred thousand dollars ($2,500,000) in the aggregate were paid to the SEC and CFTC, of which one million two hundred fifty thousand dollars ($1,250,000) was paid by USCF to each of the SEC and the CFTC, respectively, pursuant to the offsets permitted under the orders.
Pursuant to the SEC Order and the CFTC Order, in addition to the command to cease and desist from committing or causing any violations of Section 17(a)(3) of the 1933 Act, Section 4o(1)(B) of the CEA, and CFTC Regulation 4.14(a)(2), civil monetary penalties totaling two million five hundred thousand dollars ($2,500,000) in the aggregate were required to be paid to the SEC and CFTC, of which one million two hundred fifty thousand dollars ($1,250,000) was paid by USCF to each of the SEC and the CFTC, respectively, pursuant to the offsets permitted under the orders.
Separately, on November 8, 2021, acting pursuant to an offer of settlement submitted by USCF, the CFTC issued an order instituting cease-and-desist proceedings, making findings, and imposing a cease-and-desist order pursuant to Section 6(c) and (d) of the CEA, directing USCF to cease and desist from committing or causing any violations of Section 4o(1)(B) of the CEA, 7 U.S.C. § 6o(1)(B), and CFTC Regulation 4.41(a)(2), 17 C.F.R. § 4.41(a)(2) (the “CFTC Order”).
Separately, on November 8, 2021, acting pursuant to an offer of settlement submitted by USCF, the CFTC issued an order instituting cease-and-desist proceedings, making findings, and imposing a cease-and-desist order pursuant to Section 6(c) and (d) of the CEA, directing USCF to cease and desist from committing or causing any violations of Section 4o(1)(B) of the CEA, 7 U.S.C. § 6o(1)(B), and CFTC Regulation 4.41(a)(2), 17 C.F.R. § 4.41(a)(2) (the "CFTC Order").
On November 8, 2021, acting pursuant to an offer of settlement submitted by USCF and USO, the SEC issued an order instituting cease-and-desist proceedings, making findings, and imposing a cease-and-desist order pursuant to Section 8A of the 1933 Act, directing USCF and USO to cease and desist from committing or causing any violations of Section 17(a)(3) of the 1933 Act, 15 U.S.C. § 77q(a)(3) (the “SEC Order”).
On November 8, 2021, acting pursuant to an offer of settlement submitted by USCF and USO, the SEC issued an order instituting cease-and-desist proceedings, making findings, and imposing a cease-and-desist order pursuant to Section 8A of the 1933 Act, directing USCF and USO to cease and desist from committing or causing any violations of Section 17(a)(3) of the 1933 Act, 15 U.S.C. § 77q(a)(3) (the SEC Order).
Mehan Action On August 10, 2020, purported shareholder Darshan Mehan filed a derivative action on behalf of nominal defendant USO, against defendants USCF, John P. Love, Stuart P. Crumbaugh, Nicholas D. Gerber, Andrew F Ngim, Robert L. Nguyen, Peter M. Robinson, Gordon L. Ellis, and Malcolm R. Fobes, III (the “Mehan Action”).
Mehan Action On August 10, 2020, purported shareholder Darshan Mehan filed a derivative action on behalf of nominal defendant USO, against defendants USCF, John P. Love, Stuart P. Crumbaugh, Nicholas D. Gerber, Andrew F Ngim, Robert L. Nguyen, Peter M. Robinson, Gordon L. Ellis, and Malcolm R. Fobes, III (the "Mehan Action").
Optimum Strategies Action On April 6, 2022, USO and USCF were named as defendants in an action filed by Optimum Strategies Fund I, LP, a purported investor in call option contracts on USO (the “Optimum Strategies Action”). The action is pending in the U.S. District Court for the District of Connecticut at Civil Action No. 3:22-cv-00511.
Optimum Strategies Action On April 6, 2022, USO and USCF were named as defendants in an action filed by Optimum Strategies Fund I, LP, a purported investor in call option contracts on USO (the "Optimum Strategies Action"). The action is pending in the U.S. District Court for the District of Connecticut at Civil Action No. 3:22-cv-00511.
In the SEC Order, the SEC made findings that, from April 24, 2020 to May 21, 2020, USCF and USO violated Section 17(a)(3) of 1933 Act, which provides that it is “unlawful for any person in the offer or sale of any securities . . . to engage in any transaction, practice, or course of business which operates or would operate as a fraud or deceit upon the purchaser.” USCF and USO consented to entry of the SEC Order without admitting or denying the findings contained therein, except as to jurisdiction.
In the SEC Order, the SEC made findings that, from April 24, 2020 to May 21, 2020, USCF and USO violated Section 17(a)(3) of 1933 Act, which provides that it is "unlawful for any person in the offer or sale of any securities to engage in any transaction, practice, or course of business which operates or would operate as a fraud or deceit upon the purchaser." USCF and USO consented to entry of the SEC Order without admitting or denying the findings contained therein, except as to jurisdiction.
They each allege violations of Sections 10(b), 20(a) and 21D of the 1934 Act, Rule 10b-5 thereunder, and common law claims of breach of fiduciary duties, unjust enrichment, abuse of control, gross mismanagement, and waste of corporate assets.
They each allege violations of Sections 10(b), 20(a) and 21D of the Exchange Act, Rule 10b-5 thereunder, and common law claims of breach of fiduciary duties, unjust enrichment, abuse of control, gross mismanagement, and waste of corporate assets.
In the CFTC Order, the CFTC made findings that, from on or about April 22, 2020 to June 12, 2020, USCF violated Section 4o(1)(B) of the CEA and CFTC Regulation 4.41(a)(2), which make it unlawful for any commodity pool operator (“CPO”) to engage in “any transaction, practice, or course of business which operates as a fraud or deceit upon any client or participant or prospective client or participant” and prohibit a CPO from advertising in a manner which “operates as a fraud or deceit upon any client or participant or prospective client or participant,” respectively.
In the CFTC Order, the CFTC made findings that, from on or about April 22, 2020 to June 12, 2020, USCF violated Section 4o(1)(B) of the CEA and CFTC Regulation 4.41(a)(2), which make it unlawful for any commodity pool operator ("CPO") to engage in "any transaction, practice, or course of business which operates as a fraud or deceit upon any client or participant or prospective client or participant" and prohibit a CPO from advertising in a manner which "operates as a fraud or deceit upon any client or participant or prospective client or participant," respectively.
District Court for the Southern District of New York under the caption In re: United States Oil Fund, LP Securities Litigation, Civil Action No. 1:20-cv-04740. On November 30, 2020, the lead plaintiff filed an amended complaint (the “Amended Lucas Class Complaint”). The Amended Lucas Class Complaint asserts claims under the 1933 Act, the 1934 Act, and Rule 10b-5.
District Court for the Southern District of New York under the caption In re: United States Oil Fund, LP Securities Litigation, Civil Action No. 1:20-cv-04740. On November 30, 2020, the lead plaintiff filed an amended complaint (the "Amended Lucas Class Complaint"). The Amended Lucas Class Complaint asserts claims under the 1933 Act, the Exchange Act, and Rule 10b-5.
Nguyen, and Peter M. Robinson in the U.S. District Court for the Southern District of New York at Civil Action No. 1:20-cv-06974 (the “Cantrell Action”) and Civil Action No. 1:20-cv-06981 (the “AML Action”), respectively. The complaints in the Cantrell and AML Actions are nearly identical.
Nguyen, and Peter M. Robinson in the U.S. District Court for the Southern District of New York at Civil Action No. 1:20-cv-06974 (the "Cantrell Action") and Civil Action No. 1:20-cv-06981 (the "AML Action"), respectively. The complaints in the Cantrell and AML Actions are nearly identical.
The CFTC Wells Notice stated that the CFTC staff made a preliminary determination to recommend that the CFTC file an enforcement action against USCF, USO, and Mr.
The SEC Wells Notice stated that the SEC staff made a preliminary determination to recommend that the SEC file an enforcement action against USCF, USO, and Mr.
The Optimum Strategies Action asserts claims under the Securities Exchange Act of 1934, as amended (the “1934 Act”), Rule 10b-5 thereunder, and the Connecticut Uniform Securities Act.
The Optimum Strategies Action asserts claims under the Securities Exchange Act of 1934, as amended (the "1934 Act"), Rule 10b-5 thereunder, and the Connecticut Uniform Securities Act ("CUSA").
Love alleging violations of Sections 4o(1)(A) and (B) and 6(c)(1) of the CEA, 7 U.S.C. §§ 6o(1)(A), (B), 9(1) (2018), and CFTC Regulations 4.26, 4.41, and 180.1(a), 17 C.F.R. §§ 4.26, 4.41, 180.1(a) (2019).
Love alleging violations of Sections 4o(1)(A) and (B) and 6(c)(1) of the Commodity Exchange Act of 1936, as amended (the "CEA"), 7 U.S.C. §§ 6o(1)(A) and (B) and 9(1) (2018), and CFTC Regulations 4.26, 4.41, and 180.1(a), 17 C.F.R. §§ 4.26, 4.41, 180.1(a) (2019).
The SEC Order can be accessed at www.sec.gov and the CFTC Order can be accessed at www.cftc.gov. In re: United States Oil Fund, LP Securities Litigation On June 19, 2020, USCF, USO, John P. Love, and Stuart P. Crumbaugh were named as defendants in a putative class action filed by purported shareholder Robert Lucas (the “Lucas Class Action”).
In re: United States Oil Fund, LP Securities Litigation On June 19, 2020, USCF, USO, John P. Love, and Stuart P. Crumbaugh were named as defendants in a putative class action filed by purported shareholder Robert Lucas (the "Lucas Class Action").
Love alleging violations of Sections 17(a)(1) and 17(a)(3) of the Securities Act of 1933, as amended (the “1933 Act”), and Section 10(b) of the 1934 Act, and Rule 10b-5 thereunder. Subsequently, on August 19, 2020, USCF, USO, and Mr. Love received a Wells Notice from the staff of the CFTC (the “CFTC Wells Notice”).
Love alleging violations of Sections 17(a)(1) and 17(a)(3) of the Securities Act of 1933, as amended (the "1933 Act"), and Section 10(b) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and Rule 10b-5 thereunder. Subsequently, on August 19, 2020, USCF, USO, and Mr.
On August 17, 2020, USCF, USO, and John Love received a “Wells Notice” from the staff of the SEC (the “SEC Wells Notice”). The SEC Wells Notice stated that the SEC staff made a preliminary determination to recommend that the SEC file an enforcement action against USCF, USO, and Mr.
Love received a Wells Notice from the staff of the CFTC (the "CFTC Wells Notice"). The CFTC Wells Notice stated that the CFTC staff made a preliminary determination to recommend that the CFTC file an enforcement action against USCF, USO, and Mr.
The complaint seeks damages, interest, costs, attorney’s fees, and equitable relief.
The complaint seeks damages, interest, costs, attorney's fees, and equitable relief. 19 Table of Contents On March 15, 2023, the court granted the USO defendants' motion to dismiss the complaint.
Removed
USCF and USO intend to vigorously contest such claims and have moved for their dismissal. 16 Table of Contents Settlement of SEC and CFTC Investigations On November 8, 2021, one of The Marygold Companies, Inc.’s (the “Company”) indirect subsidiaries, the United States Commodity Funds LLC (“USCF”), together with United States Oil Fund, LP (“USO”), for which USCF is the general partner, announced a resolution with each of the U.S.
Added
In its ruling, the court granted the USO defendants' motion to dismiss, with prejudice, the plaintiff's claims under Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, and a claim for control person liability under Section 20(a) of the Exchange Act.
Added
Having dismissed all claims over which the court had original jurisdiction, the court declined to exercise supplemental jurisdiction over the plaintiff's state law claim under CUSA and dismissed the claim without prejudice. No notice of appeal was filed.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeOur strategy on dividends is to declare and pay dividends only from retained earnings and only when our Board of Directors deems it prudent and in the best interests of the company to declare and pay dividends. 19 Table of Contents Recent Sales of Unregistered Securities; Shares Issued for Services; Outstanding Stock Options On January 15, 2021, the Company issued 73,440 shares of unregistered common stock in the conversion of 3,672 shares of our Series B Voting Convertible Preferred Stock.
Biggest changeOur strategy on dividends is to declare and pay dividends only from retained earnings and only when our Board of Directors deems it prudent and in the best interests of the company to declare and pay dividends. 20 Table of Contents Recent Sales of Unregistered Securities; Shares Issued for Services; Outstanding Stock Options The Company neither sold or issued any unregistered shares of any class of stock within the last two years up to and including June 30, 2023.
ITEM 5. MARKET FOR REGISTRANT ’ S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES Our Common Stock presently trades on the New York Stock Exchange ("NYSE")-American. The high and low bid prices, as reported by NYSE American, are as follows for fiscal years ended June 30, 2022 and 2021.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES Our Common Stock presently trades on the New York Stock Exchange ("NYSE")-American. The high and low bid prices, as reported by NYSE American, are as follows for fiscal years ended June 30, 2023 and 2022.
High Low Calendar 2020 3rd Quarter $ 1.00 $ 0.70 4th Quarter $ 1.55 $ 0.71 Calendar 2021 1st Quarter $ 3.20 $ 1.27 2nd Quarter $ 3.20 $ 1.90 3rd Quarter $ 4.78 $ 1.75 4th Quarter $ 3.96 $ 2.60 Calendar 2022 1st Quarter $ 7.11 $ 1.77 2nd Quarter $ 2.30 $ 0.97 Holders On September 27, 2022, there were approximately 358 registered holders of record of our common stock.
High Low Calendar 2021 3rd Quarter $ 4.78 $ 1.75 4th Quarter $ 3.96 $ 2.60 Calendar 2022 1st Quarter $ 7.11 $ 1.77 2nd Quarter $ 2.3 $ 0.97 3rd Quarter $ 1.85 $ 1.10 4th Quarter $ 1.57 $ 1.08 Calendar 2023 1st Quarter $ 2.03 $ 1.26 2nd Quarter $ 1.90 $ 1.03 Holders On September 20, 2023, there were approximately 354 registered holders of record of our common stock.
On August 25, 2021, the Company adopted the 2021 Omnibus Equity Incentive Plan (the "Plan") and had not issued any awards under the Plan as of June 30, 2022 (see Note 17, Subsequent Events ).
On August 25, 2021, the Company adopted the 2021 Omnibus Equity Incentive Plan (the "Plan") and issued stock and stock options during the current fiscal year as detailed in Note 12, Stockholders' Equity .
Removed
The conversion of the preferred stock was non-dilutive as total voting shares remained unchanged. The Company neither sold or issued any other unregistered shares of any class of stock within the last two years up to and including June 30, 2022.

Item 7. Management's Discussion & Analysis

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

223 edited+55 added−27 removed190 unchanged
Biggest changeSee Note 13, Business Combinations The following table represents property, plant and equipment in use at each of the Company's locations as of June 30,: 2022 2021 Asset location: U.S.A.: investment fund management $ - $ - U.S.A. : beauty products 60,678 58,961 New Zealand: food industry 2,235,896 2,345,569 Canada: security systems 916,054 998,612 U.S.A. : corporate headquarters - including Marygold 20,429 17,744 U.K: investment fund management 19,467 - Total all locations 3,252,524 3,420,886 Less accumulated depreciation (1,860,630 ) (1,847,441 ) Net property, plant and equipment $ 1,391,894 $ 1,573,445 NOTE 17.
Biggest changeThe following table presents a summary of operating information for the years ended June 30, 2023 and June 30, 2022: Year Ended Year Ended June 30, 2023 June 30, 2022 Revenues from external customers: U.S.A. : investment fund management - related party $ 20,862,191 $ 23,835,348 U.S.A. : beauty products 3,033,100 3,529,789 New Zealand : food industry 7,631,837 7,930,888 Canada : security systems 2,832,531 2,533,098 U.K.: financial services 517,075 - Consolidated total $ 34,876,734 $ 37,829,123 Net income (loss): U.S.A. : investment fund management - related party 7,579,329 7,053,050 U.S.A. : beauty products (288,562 ) (187,968 ) New Zealand : food industry 255,802 323,621 Canada : security systems 358,312 246,086 U.K.: financial services 52,760 - Corporate headquarters - including Marygold (6,792,612 ) (6,289,068 ) Consolidated total $ 1,165,029 $ 1,145,721 The following table presents a summary of capital expenditures for the year ended June 30,: Year Ended Year Ended June 30, 2023 June 30, 2022 Capital expenditures, net of disposals: U.S.A.: investment fund management $ - $ - U.S.A.: beauty products 1,778 1,717 New Zealand: food industry 54,362 3,153 Canada: security systems 8,630 - U.K.: financial services 3,309 - U.S.A.: corporate headquarters - including Marygold 26,651 2,685 Consolidated $ 94,730 $ 7,555 The following table represents property, plant and equipment in use at each of the Company's locations as of June 30,: As of June 30, 2023 As of June 30, 2022 Asset Location U.S.A.: investment fund management $ - $ - U.S.A. : beauty products 62,456 60,678 New Zealand: food industry 2,240,357 2,235,896 Canada: security systems 900,123 916,054 U.K.: financial services 23,695 19,467 U.S.A. : corporate headquarters - including Marygold 47,080 20,429 Total all locations 3,273,711 3,252,524 Less accumulated depreciation (2,018,409 ) (1,860,630 ) Net property, plant and equipment $ 1,255,302 $ 1,391,894 NOTE 17.
To augment that effort, the Company established a subsidiary in England, Marygold UK, who acquired a registered UK investment advisor, Tiger Financial and Asset Management (“Tiger”). We hope to leverage the client list, industry experience, and banking relationships of Tiger to project our Marygold & Co fintech offerings in the UK during the coming fiscal year.
To augment that effort, the Company established a subsidiary in England, Marygold UK, who acquired a registered UK investment advisor, Tiger Financial and Asset Management ("Tiger"). We hope to leverage the client list, industry experience, and banking relationships of Tiger to project our Marygold & Co fintech offerings in the UK during the coming fiscal year.
Pursuant to the SEC Order and the CFTC Order, in addition to the command to cease and desist from committing or causing any violations of Section 17 (a)( 3 ) of the 1933 Act, Section 4o ( 1 )(B) of the CEA, and CFTC Regulation 4.14 (a)( 2 ), civil monetary penalties totaling two million five hundred thousand dollars ( $2,500,000 ) in the aggregate were paid to the SEC and CFTC, of which one million two hundred fifty thousand dollars ( $1,250,000 ) was paid by USCF to each of the SEC and the CFTC, respectively, pursuant to the offsets permitted under the orders.
Pursuant to the SEC Order and the CFTC Order, in addition to the command to cease and desist from committing or causing any violations of Section 17 (a)( 3 ) of the 1933 Act, Section 4o ( 1 )(B) of the CEA, and CFTC Regulation 4.14 (a)( 2 ), civil monetary penalties totaling two million five hundred thousand dollars ( $2,500,000 ) in the aggregate were required to be paid to the SEC and CFTC, of which one million two hundred fifty thousand dollars ( $1,250,000 ) was paid by USCF to each of the SEC and the CFTC, respectively, pursuant to the offsets permitted under the orders.
Separately, on November 8, 2021, acting pursuant to an offer of settlement submitted by USCF, the CFTC issued an order instituting cease-and-desist proceedings, making findings, and imposing a cease-and-desist order pursuant to Section 6 (c) and (d) of the CEA, directing USCF to cease and desist from committing or causing any violations of Section 4o ( 1 )(B) of the CEA, 7 U.S.C. § 6o ( 1 )(B), and CFTC Regulation 4.41 (a)( 2 ), 17 C.F.R. § 4.41 (a)( 2 ) (the “CFTC Order”).
Separately, on November 8, 2021, acting pursuant to an offer of settlement submitted by USCF, the CFTC issued an order instituting cease-and-desist proceedings, making findings, and imposing a cease-and-desist order pursuant to Section 6 (c) and (d) of the CEA, directing USCF to cease and desist from committing or causing any violations of Section 4o ( 1 )(B) of the CEA, 7 U.S.C. § 6o ( 1 )(B), and CFTC Regulation 4.41 (a)( 2 ), 17 C.F.R. § 4.41 (a)( 2 ) (the "CFTC Order").
In addition to our long-term mission that is an acquisition strategy based upon identifying and acquiring profitable, mature, companies of a diverse nature and with in-place management that produces increased revenue streams, the Company is also focused upon building expertise and developing Fintech opportunities in the financial services sector through its development stage subsidiary Marygold and Co.
In addition to our long-term mission that is an acquisition strategy based upon identifying and acquiring profitable, mature, companies of a diverse nature and with in-place management that produces increased revenue streams, the Company is also focused upon building expertise and developing Fintech opportunities in the financial services sector through its subsidiary Marygold and Co.
In exchange for the Underwriter’s services, the Company agreed to (i) sell the Common Stock to the Underwriter at a purchase price of $1.86 per share of Common Stock, reflecting the underwriting discount of 7%, and (ii) issue the Underwriter (or its designees) the Warrants to purchase shares of Common Stock equal to 5.0% of the aggregate number of shares of Common Stock sold in the Offering, along with associated registration rights (the “Underwriter’s Warrants”).
In exchange for the Underwriter's services, the Company agreed to (i) sell the Common Stock to the Underwriter at a purchase price of $1.86 per share of Common Stock, reflecting the underwriting discount of 7%, and (ii) issue the Underwriter (or its designees) the Warrants to purchase shares of Common Stock equal to 5.0% of the aggregate number of shares of Common Stock sold in the Offering, along with associated registration rights (the "Underwriter's Warrants").
In addition, a NZ$20,000 (approximately US$12,486 ) bond has been posted through ANZ Bank and secured with a cash deposit of equal amount to secure a separate facilities lease. The General Security Agreement and the cash deposit will remain until such time as the respective leases are satisfactorily terminated in accordance with their terms.
In addition, a NZ$20,000 (approximately US$12,209 ) bond has been posted through ANZ Bank and secured with a cash deposit of equal amount to secure a separate facilities lease. The General Security Agreement and the cash deposit will remain until such time as the respective leases are satisfactorily terminated in accordance with their terms.
On November 8, 2021, acting pursuant to an offer of settlement submitted by USCF and USO, the SEC issued an order instituting cease-and-desist proceedings, making findings, and imposing a cease-and-desist order pursuant to Section 8A of the 1933 Act, directing USCF and USO to cease and desist from committing or causing any violations of Section 17 (a)( 3 ) of the 1933 Act, 15 U.S.C. § 77q (a)( 3 ) (the “SEC Order”).
On November 8, 2021, acting pursuant to an offer of settlement submitted by USCF and USO, the SEC issued an order instituting cease-and-desist proceedings, making findings, and imposing a cease-and-desist order pursuant to Section 8A of the 1933 Act, directing USCF and USO to cease and desist from committing or causing any violations of Section 17 (a)( 3 ) of the 1933 Act, 15 U.S.C. § 77q (a)( 3 ) (the SEC Order).
F- 21 Table of Contents Tax positions are evaluated in a two -step process. The Company first determines whether it is more likely than not that a tax position will be sustained upon examination. If a tax position meets the more-likely-than- not recognition threshold it is then measured to determine the amount of benefit to recognize in the financial statements.
F- 22 Table of Contents Tax positions are evaluated in a two -step process. The Company first determines whether it is more likely than not that a tax position will be sustained upon examination. If a tax position meets the more-likely-than- not recognition threshold it is then measured to determine the amount of benefit to recognize in the financial statements.
At present, the Company does believe that it is more likely than not that the deferred tax assets will be realized. The valuation allowance was unchanged during the year ended June 30, 2022. On March 27, 2020 the U.S. enacted the Coronavirus Aid, Relief, and Economic Security Act (the CARES Act).
At present, the Company does believe that it is more likely than not that the deferred tax assets will be realized. The valuation allowance was unchanged during the year ended June 30, 2023. On March 27, 2020 the U.S. enacted the Coronavirus Aid, Relief, and Economic Security Act (the CARES Act).
Internal Revenue Service, state or foreign tax authorities to the extent utilized in a future period. There were no ongoing examinations by taxing authorities as of June 30, 2022. The Company had $0.3 million of unrecognized tax benefits as of June 30, 2022 and 2021 that if recognized would affect the effective tax rate.
Internal Revenue Service, state or foreign tax authorities to the extent utilized in a future period. There were no ongoing examinations by taxing authorities as of June 30, 2023. The Company had $0.3 million of unrecognized tax benefits as of June 30, 2023 and 2022 that if recognized would affect the effective tax rate.
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2022 and 2021, and the results of its operations and its cash flows for each of the years in the two-year period ended June 30, 2022, in conformity with accounting principles generally accepted in the United States of America.
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2023 and 2022, and the results of its operations and its cash flows for each of the years in the two-year period ended June 30, 2023, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits.
Basis of opinion These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's consolidated financial statements based on our audits.
Accounts receivable - related parties, consist of fund asset management fees receivable from the USCF Investments business. Management fees receivable generally consist of one month of management fees which are collected in the month after they are earned. As of June 30, 2022 and June 30, 2021, there is no allowance for doubtful accounts as all amounts are deemed collectible.
Accounts receivable - related parties, consist of fund asset management fees receivable from the USCF Investments business. Management fees receivable generally consist of one month of management fees which are collected in the month after they are earned. As of June 30, 2023 and June 30, 2022, there is no allowance for doubtful accounts as all amounts are deemed collectible.
The Company measures the investments at fair value at period end with any changes in fair value reflected as unrealized gains or (losses) which is included as part of other (expense) income. The Company values its investments in accordance with Accounting Standards Codification ("ASC") 820 – Fair Value Measurements and Disclosures (“ASC 820” ).
The Company measures the investments at fair value at period end with any changes in fair value reflected as unrealized gains or (losses) which is included as part of other (expense) income in the consolidated statements of income. The Company values its investments in accordance with Accounting Standards Codification ("ASC") 820 – Fair Value Measurements and Disclosures (“ASC 820” ).
As of June 30, 2022 and 2021 the expense waiver payable was $0.1 million and $0.1 million, respectively. USCF has no obligation to continue such payments for UNL into subsequent periods. As Marygold builds out its application it enters into agreements with various service providers.
As of June 30, 2023 and 2022 the expense waiver payable was $0.1 million and $0.1 million, respectively. USCF has no obligation to continue such payments for UNL into subsequent periods. As Marygold builds out its application, it enters into agreements with various service providers.
Certain of these expenses, totaling $217,990 as of June 30, 2022 and June 30, 2021, have been capitalized as intangible assets. Once development has been completed and the product is commercially viable, these capitalized costs will be amortized over their useful lives. As of June 30, 2022, no amortization expense has been recorded for these intangible assets.
Certain of these expenses, totaling $217,990 as of June 30, 2023 and June 30, 2022, have been capitalized as intangible assets. Once development has been completed and the product is commercially viable, these capitalized costs will be amortized over their useful lives. As of June 30, 2023, no amortization expense has been recorded for these intangible assets.
In the SEC Order, the SEC made findings that, from April 24, 2020 to May 21, 2020, USCF and USO violated Section 17 (a)( 3 ) of 1933 Act, which provides that it is “unlawful for any person in the offer or sale of any securities . . . to engage in any transaction, practice, or course of business which operates or would operate as a fraud or deceit upon the purchaser.” USCF and USO consented to entry of the SEC Order without admitting or denying the findings contained therein, except as to jurisdiction.
In the SEC Order, the SEC made findings that, from April 24, 2020 to May 21, 2020, USCF and USO violated Section 17 (a)( 3 ) of 1933 Act, which provides that it is "unlawful for any person in the offer or sale of any securities to engage in any transaction, practice, or course of business which operates or would operate as a fraud or deceit upon the purchaser." USCF and USO consented to entry of the SEC Order without admitting or denying the findings contained therein, except as to jurisdiction.
By these initiatives we seek to: ● continue to gain market share for our wholly-owned subsidiaries’ areas of operation, ● increase our revenues and realize net operating profits, ● lower our operating costs by unburdening certain selling expenses to third party distributors, ● have sufficient cash reserves to pay down accrued expenses. ● attract parties who have an interest in selling their privately held companies to us, ● achieve efficiencies in accounting and reporting through adoption of standards used by all subsidiaries on a consistent basis, ● strategically pursue additional company acquisitions, and ● launch of services by Marygold & Co., Marygold UK, and Marygold & Co.
By these initiatives we seek to: ● continue to gain market share for our wholly-owned subsidiaries' areas of operation, 22 Table of Contents ● increase our revenues and realize net operating profits, ● lower our operating costs by unburdening certain selling expenses to third party distributors, ● have sufficient cash reserves to pay down accrued expenses. ● attract parties who have an interest in selling their privately held companies to us, ● achieve efficiencies in accounting and reporting through adoption of standards used by all subsidiaries on a consistent basis, ● strategically pursue additional company acquisitions, and ● expand launch of services by Marygold & Co., Marygold UK, and Marygold & Co.
The third major customer group is independent retailers and cafes, which accounted for the balance of baking gross sales revenue, however no single customer in this group was a significant contributor of baking sales revenues or baking accounts receivable as of and for the years ended June 30, 2022 and 2021.
The third major customer group is independent retailers and cafes, which accounted for the balance of baking gross sales revenue, however no single customer in this group was a significant contributor of baking sales revenues or baking accounts receivable as of and for the years ended June 30, 2023 and 2022.
District Court for the Southern District of New York under the caption In re: United States Oil Fund, LP Securities Litigation, Civil Action No. 1:20 -cv- 04740. On November 30, 2020, the lead plaintiff filed an amended complaint (the “Amended Lucas Class Complaint”).
District Court for the Southern District of New York under the caption In re: United States Oil Fund, LP Securities Litigation, Civil Action No. 1:20 -cv- 04740. On November 30, 2020, the lead plaintiff filed an amended complaint (the "Amended Lucas Class Complaint").
Description of the Matter As described in Note 15, Commitments and Contingencies , of the consolidated financial statements, the Company is party to various legal proceedings and regulatory inquiries. The Company discloses the legal proceedings and that no accrual has been recorded with respect to them as of June 30, 2022.
Description of the Matter As described in Note 15, Commitments and Contingencies , of the consolidated financial statements, the Company is party to various legal proceedings and regulatory inquiries. The Company discloses the legal proceedings and that no accrual has been recorded with respect to them as of June 30, 2023.
For our subsidiary, USCF Investments, the concentration of risk and the relative reliance on major customers are found within the various funds it manages and the associated 12 month revenues and accounts receivable – related parties as of June 30, 2022 and June 30, 2021 as depicted below.
For our subsidiary, USCF Investments, the concentration of risk and the relative reliance on major customers are found within the various funds it manages and the associated 12 -month revenues and accounts receivable – related parties as of June 30, 2023 and June 30, 2022 as depicted below.
When it is determined that an indefinite intangible asset is impaired, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. There was no impairment recorded for the years ended June 30, 2022 and 2021.
When it is determined that an indefinite intangible asset is impaired, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. There was no impairment recorded for the years ended June 30, 2023 and 2022.
Long - Term Assets Other long-term assets totaling $540,160 at June 30, 2022 and $540,160 at June 30, 2021, were attributed to USCF Investments and Original Sprout and consisted of (i) $500,000 as of June 30, 2022 and June 30, 2021 representing 10% equity investment in a registered investment adviser accounted for on a cost basis, minus impairment, which we believe approximates fair value, given the lack of observable price changes in orderly transactions.
Long - Term Assets Other long-term assets totaling $552,160 at June 30, 2023 and $540,160 at June 30, 2022, were attributed to USCF Investments and Original Sprout and consisted of (i) $500,000 as of June 30, 2023 and June 30, 2022 representing 10% equity investment in a registered investment adviser accounted for on a cost basis, minus impairment, which we believe approximates fair value, given the lack of observable price changes in orderly transactions.
Off-Balance Sheet Arrangements At June 30, 2022, and as of September 27, 2022, we have not entered into any transaction, agreement or other contractual arrangement with an entity unconsolidated with us under which we have: ● An obligation under a guarantee contract, ● A retained or contingent interest in assets transferred to the unconsolidated entity or similar arrangement that serves as credit, liquidity or market risk support to such entity for such assets, ● An obligation, including a contingent obligation, arising out of a variable interest in an unconsolidated entity that is held by, and material to, us where such entity provides financing, liquidity, market risk or credit risk support to, or engages in leasing, hedging, or research and development services with us.
Off-Balance Sheet Arrangements At June 30, 2023, and as of September 25, 2023, we have not entered into any transaction, agreement or other contractual arrangement with an entity unconsolidated with us under which we have: ● An obligation under a guarantee contract, ● A retained or contingent interest in assets transferred to the unconsolidated entity or similar arrangement that serves as credit, liquidity or market risk support to such entity for such assets, ● An obligation, including a contingent obligation, arising out of a variable interest in an unconsolidated entity that is held by, and material to, us where such entity provides financing, liquidity, market risk or credit risk support to, or engages in leasing, hedging, or research and development services with us.
In June 2013, USCF Advisers was formed as a Delaware limited liability company and in July 2014, was registered as an investment adviser under the Investment Advisers Act of 1940, as amended. In November 2013, the USCF Advisers board of managers formed USCF ETF Trust (“ETF Trust”) as an open-end management investment company registered under the 1940 Act.
In June 2013, USCF Advisers was formed as a Delaware limited liability company and in July 2014, was registered as an investment adviser under the Investment Advisers Act of 1940, as amended. In November 2013, the USCF Advisers board of managers formed USCF ETF Trust ("ETF Trust") as an open-end management investment company registered under the 1940 Act.
They each allege violations of Sections 10 (b), 20 (a) and 21D of the 1934 Act, Rule 10b - 5 thereunder, and common law claims of breach of fiduciary duties, unjust enrichment, abuse of control, gross mismanagement, and waste of corporate assets.
They each allege violations of Sections 10 (b), 20 (a) and 21D of the Exchange Act, Rule 10b - 5 thereunder, and common law claims of breach of fiduciary duties, unjust enrichment, abuse of control, gross mismanagement, and waste of corporate assets.
Item Amount Cash in bank $ 1,159,020 Prepayments/deposits 17,962 Property and equipment 2,922 Intangible assets 684,768 Goodwill 1,263,729 Tax liability (86,277 ) Deferred tax liability (113,833 ) Accounts payable and accrued expenses (15,127 ) Total Purchase Price $ 2,913,164 F- 19 Table of Contents Supplemental Pro Forma Information (Unaudited) The following unaudited supplemental pro forma information for the year ended June 30, 2022, assumes the acquisition of Tiger had occurred as of July 1, 2021, giving effect on a pro forma basis to purchase accounting adjustments such as depreciation of property and equipment, amortization of intangible assets, and acquisition related costs.
F- 20 Table of Contents Item Amount Cash in bank $ 1,159,020 Prepayments/deposits 17,962 Plant, property and equipment 2,922 Intangible assets 684,768 Goodwill 1,263,729 Tax liability (86,277 ) Deferred tax liability (113,833 ) Accounts payable and accrued expenses (15,127 ) Total Purchase Price $ 2,913,164 Supplemental Pro Forma Information (Unaudited) The following unaudited supplemental pro forma information for the year ended June 30, 2023, assumes the acquisition of Tiger had occurred as of July 1, 2021, giving effect on a pro forma basis to purchase accounting adjustments such as depreciation of property and equipment, amortization of intangible assets, and acquisition related costs.
(“USCF Investments”), a U.S. based company, is the sole member of two investment services limited liability company subsidiaries that manages, operates or is an investment advisor to exchange traded funds organized as limited partnerships or investment trusts that issue shares that trade on the NYSE Arca stock exchange. ● Gourmet Foods, Ltd., a New Zealand based company, manufactures and distributes New Zealand meat pies on a commercial scale and its wholly-owned New Zealand subsidiary company, Printstock Products Limited, prints specialty wrappers for the food industry in New Zealand and Australia.
("USCF Investments"), a U.S. based company, is the sole member of two investment services limited liability company subsidiaries that manages, operates or is an investment advisor to exchange traded funds organized as limited partnerships or investment trusts that issue shares that trade on the NYSE Arca stock exchange. ● Gourmet Foods, Ltd., a New Zealand based company, manufactures and distributes New Zealand meat pies on a commercial scale and its wholly-owned New Zealand subsidiary company, Printstock Products Limited, prints specialty wrappers for the food industry in New Zealand and Australia.
Comprehensive gain and loss are comprised of fluctuations in foreign currency exchange rates and effects in the valuation of our holdings in the U.K., New Zealand and Canada. 22 Table of Contents Investment Fund Management - USCF Investments USCF Investments was founded as a holding company in March 2004 as a Delaware corporation with one subsidiary, Ameristock Corporation, which was an investment adviser to Ameristock Mutual Fund, Inc., a large cap value equity fund registered under the Investment Company Act of 1940, as amended (the “1940 Act”).
Comprehensive gain and loss are comprised of fluctuations in foreign currency exchange rates and effects in the valuation of our holdings in the U.K., New Zealand and Canada. 23 Table of Contents Investment Fund Management - USCF Investments USCF Investments was founded as a holding company in March 2004 as a Delaware corporation with one subsidiary, Ameristock Corporation, which was an investment adviser to Ameristock Mutual Fund, Inc., a large cap value equity fund registered under the Investment Company Act of 1940, as amended (the "1940 Act").
Whenever any such impairment exists, an impairment loss will be recognized for the amount by which the carrying value exceeds the fair value. There was no impairment recorded for the years ended June 30, 2022 and 2021.
Whenever any such impairment exists, an impairment loss will be recognized for the amount by which the carrying value exceeds the fair value. There was no impairment recorded for the years ended June 30, 2023 and 2022.
SEGMENT REPORTING With the acquisition of USCF Investments, Gourmet Foods, Brigadier, and the launch of the Original Sprout business unit of Kahnalytics, the Company has identified four segments for its products and services; U.S.A. investment fund management, U.S.A. beauty products, New Zealand food industry and Canada security alarm systems.
SEGMENT REPORTING With the acquisition of USCF Investments, Gourmet Foods, Brigadier, Tiger, and the launch of the Original Sprout business unit of Kahnalytics, the Company has identified five segments for its products and services; U.S.A. investment fund management, U.S.A. beauty products, New Zealand food industry and Canada security alarm systems.
There was no impairment recorded for the years ended June 30, 2022 and June 30, 2021; (ii) and $40,160 as of June 30, 2022 and $40,160 at June 30, 2021 representing deposits and prepayments of rent. NOTE 8. GOODWILL Goodwill represents the excess of the aggregate purchase price over the fair value of the net assets acquired in business combinations.
There was no impairment recorded for the years ended June 30, 2023 and June 30, 2022; (ii) and $52,160 as of June 30, 2023 and $40,160 at June 30, 2022 representing deposits and prepayments of rent. NOTE 8. GOODWILL Goodwill represents the excess of the aggregate purchase price over the fair value of the net assets acquired in business combinations.
Love received a Wells Notice from the staff of the CFTC (the “CFTC Wells Notice”). The CFTC Wells Notice stated that the CFTC staff made a preliminary determination to recommend that the CFTC file an enforcement action against USCF, USO, and Mr.
Love received a Wells Notice from the staff of the CFTC (the "CFTC Wells Notice"). The CFTC Wells Notice stated that the CFTC staff made a preliminary determination to recommend that the CFTC file an enforcement action against USCF, USO, and Mr.
No other customers comprised a significant contribution to printing sector sales revenues or accounts receivable as of and for the years ended June 30, 2022 and 2021.
No other customers comprised a significant contribution to printing sector sales revenues or accounts receivable as of and for the years ended June 30, 2023 and 2022.
The Preferred Stock is designated into two series, 5,000,000 designated as Series A, and 45,000,000 designated as Series B. As of June 30, 2022 there are no issued or outstanding shares of Series A stock.
The Preferred Stock is designated into two series, 5,000,000 designated as Series A, and 45,000,000 designated as Series B. As of June 30, 2023 there are no issued or outstanding shares of Series A stock.
(“Brigadier”), a Canadian based company, sells and installs commercial and residential alarm monitoring systems. ● Kahnalytics, Inc. dba/Original Sprout (“Original Sprout”), a U.S. based company, is engaged in the wholesale distribution of hair and skin care products under the brand name Original Sprout on a global scale. ● Marygold & Co., a newly formed U.S. based company, together with its wholly-owned limited liability company, Marygold & Co.
("Brigadier"), a Canadian based company, sells and installs commercial and residential alarm monitoring systems. ● Kahnalytics, Inc. dba/Original Sprout ("Original Sprout"), a U.S. based company, is engaged in the wholesale distribution of hair and skin care products under the brand name Original Sprout on a global scale. ● Marygold & Co., a newly formed U.S. based company, together with its wholly-owned limited liability company, Marygold & Co.
Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those discussed in the “Special Note Regarding Forward Looking Statements” found on page 4 of this Annual Report on Form 10-K.
Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those discussed in the "Special Note Regarding Forward Looking Statements" found on page 4 of this Annual Report on Form 10-K.
In the CFTC Order, the CFTC made findings that, from on or about April 22, 2020 to June 12, 2020, USCF violated Section 4o ( 1 )(B) of the CEA and CFTC Regulation 4.41 (a)( 2 ), which make it unlawful for any commodity pool operator (“CPO”) to engage in “any transaction, practice, or course of business which operates as a fraud or deceit upon any client or participant or prospective client or participant” and prohibit a CPO from advertising in a manner which “operates as a fraud or deceit upon any client or participant or prospective client or participant,” respectively.
In the CFTC Order, the CFTC made findings that, from on or about April 22, 2020 to June 12, 2020, USCF violated Section 4o ( 1 )(B) of the CEA and CFTC Regulation 4.41 (a)( 2 ), which make it unlawful for any commodity pool operator ("CPO") to engage in "any transaction, practice, or course of business which operates as a fraud or deceit upon any client or participant or prospective client or participant" and prohibit a CPO from advertising in a manner which "operates as a fraud or deceit upon any client or participant or prospective client or participant," respectively.
In the opinion of management, the accompanying consolidated balance sheets and related consolidated statements of income, comprehensive income, stockholders' equity, and cash flows include all adjustments, consisting only of normal recurring items, necessary for their fair presentation, prepared on an accrual basis, in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
In the opinion of management, the accompanying consolidated balance sheets and related consolidated statements of income, comprehensive income, stockholders' equity, and cash flows include all adjustments, consisting only of normal recurring items, necessary for their fair presentation, prepared on an accrual basis, in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP").
Nguyen, and Peter M. Robinson in the U.S. District Court for the Southern District of New York at Civil Action No. 1:20 -cv- 06974 (the “Cantrell Action”) and Civil Action No. 1:20 -cv- 06981 (the “AML Action”), respectively. The complaints in the Cantrell and AML Actions are nearly identical.
Nguyen, and Peter M. Robinson in the U.S. District Court for the Southern District of New York at Civil Action No. 1:20 -cv- 06974 (the "Cantrell Action") and Civil Action No. 1:20 -cv- 06981 (the "AML Action"), respectively. The complaints in the Cantrell and AML Actions are nearly identical.
F-6 Table of Contents NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS The Marygold Companies, Inc., (the “Company” or “The Marygold Companies”), a Nevada corporation, operates through its wholly owned subsidiaries who are engaged in varied business activities. The operations of the Company’s wholly-owned subsidiaries are more particularly described herein but are summarized as follows: ● USCF Investments, Inc.
F-6 Table of Contents NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS The Marygold Companies, Inc., (the "Company" or "The Marygold Companies"), a Nevada corporation, operates through its wholly-owned subsidiaries who are engaged in varied business activities. The operations of the Company's wholly-owned subsidiaries are more particularly described herein but are summarized as follows: ● USCF Investments, Inc.
Management believes that the contractual relationship is sustainable, and has been for many years, with alternate solutions available should the need arise. Sales to the largest customer, which includes contracts and recurring monthly support fees, totaled 52% and 49% of the total Brigadier revenues for the years ended June 30, 2022 and June 30, 2021, respectively.
Management believes that the contractual relationship is sustainable, and has been for many years, with alternate solutions available should the need arise. Sales to the largest customer, which includes contracts and recurring monthly support fees, totaled 42% and 52% of the total Brigadier revenues for the years ended June 30, 2023 and June 30, 2022, respectively.
See “Consolidated Financial Statements.” In addition to historical financial information, the following discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Some of the numbers included herein have been rounded for the convenience of presentation.
See "Consolidated Financial Statements." In addition to historical financial information, the following discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Some of the numbers included herein have been rounded for the convenience of presentation.
Love alleging violations of Sections 17 (a)( 1 ) and 17 (a)( 3 ) of the Securities Act of 1933, as amended (the “1933 Act”), and Section 10 (b) of the 1934 Act, and Rule 10b - 5 thereunder. Subsequently, on August 19, 2020, USCF, USO, and Mr.
Love alleging violations of Sections 17 (a)( 1 ) and 17 (a)( 3 ) of the Securities Act of 1933, as amended (the "1933 Act"), and Section 10 (b) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and Rule 10b - 5 thereunder. Subsequently, on August 19, 2020, USCF, USO, and Mr.
The financial risk to future operations is largely unknown, (refer to Part I, Item 1A, for further details.) Critical Accounting Policies We have chosen accounting policies that we believe are appropriate to report accurately and fairly our operating results and financial position, and we apply those accounting policies in a consistent manner.
The financial risk to future operations is largely unknown, (refer to Part I, Item 1A, for further details.) 21 Table of Contents Critical Accounting Policies We have chosen accounting policies that we believe are appropriate to report accurately and fairly our operating results and financial position, and we apply those accounting policies in a consistent manner.
Approximately US$365,429 is owed by Brigadier and secured with the land and building in Saskatoon purchased in July 2019. The initial principal balance was CD$525,000 (approximately US$401,000 translated as of the loan date July 1, 2019) with an annual interest rate of 4.14% maturing June 30, 2024.
Approximately US$340,849 is owed by Brigadier and secured with the land and building in Saskatoon purchased in July 2019. The initial principal balance was CD$525,000 (approximately US$401,000 translated as of the loan date July 1, 2019) with an annual interest rate of 4.14% maturing June 30, 2024.
The federal, state and foreign income tax returns are subject to tax examinations for the tax years 2018 through 2021 as of year ended June 30, 2022. To the extent the Company has tax attribute carry forwards, the tax years in which the attribute was generated may still be adjusted upon examination by the U.S.
The federal, state and foreign income tax returns are subject to tax examinations for the tax years 2019 through 2022 as of year ended June 30, 2023. To the extent the Company has tax attribute carry forwards, the tax years in which the attribute was generated may still be adjusted upon examination by the U.S.
ITEM 7. MANAGEMENT ’ S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis should be read in conjunction with the financial statements and the accompanying notes thereto and is qualified in its entirety by the foregoing and by more detailed financial information appearing elsewhere in this Annual Report on Form 10-K.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis should be read in conjunction with the financial statements and the accompanying notes thereto and is qualified in its entirety by the foregoing and by more detailed financial information appearing elsewhere in this Annual Report on Form 10-K.
We also evaluated the appropriateness of the related disclosures included in Note 15, Commitments and Contingencies , to the consolidated financial statements. /s/ BPM LLP We have served as the Company’s auditor since 2017. San Francisco, California September 28, 2022 F-1 Table of Contents THE MARYGOLD COMPANIES, INC.
We also evaluated the appropriateness of the related disclosures included in Note 15, Commitments and Contingencies , to the consolidated financial statements. /s/ BPM LLP We have served as the Company’s auditor since 2017. San Francisco, California September 25, 2023 F-1 Table of Contents THE MARYGOLD COMPANIES, INC.
As the warrant issuance was for services rendered related to an equity issuance, no expense was recognized during the year ended June 30, 2022 related to the issuance. Convertible Preferred Stock The Company has 50,000,000 shares authorized to issue as Preferred Stock.
As the warrant issuance was for services rendered related to an equity issuance, no expense was recognized for the year ended June 30, 2023 and June 30, 2022 related to the issuance. Convertible Preferred Stock The Company has 50,000,000 shares authorized to issue as Preferred Stock.
Additionally, Gourmet Foods has one finance lease for its solar energy system that ends in December 2031 at the monthly rate (GST not included) of approximately US$1,637 translated as of June 30, 2022. Brigadier leases office and storage facilities in Regina, Saskatchewan.
Additionally, Gourmet Foods has one finance lease for its solar energy system that ends in December 2031 at the monthly rate (GST not included) of approximately US$1,610 translated as of June 30, 2023. Brigadier leases office and storage facilities in Regina, Saskatchewan.
Participants may make contributions pursuant to a salary reduction agreement. In addition, the 401K Plan makes a safe harbor matching contribution. Quarterly profit-sharing contributions paid totaled approximately $169 thousand and $159 thousand for each of the years ended June 30, 2022 and 2021, respectively. NOTE 16.
Participants may make contributions pursuant to a salary reduction agreement. In addition, the 401K Plan makes a safe harbor matching contribution. Quarterly profit-sharing contributions paid totaled approximately $208 thousand and $169 thousand for each of the years ended June 30, 2023 and 2022, respectively. NOTE 16.
The lead plaintiff has filed a notice of voluntary dismissal of its claims against BNP Paribas Securities Corporation, Citadel Securities LLC, Citigroup Global Markets Inc., Credit Suisse Securities USA LLC, Deutsche Bank Securities Inc., Morgan Stanley & Company, Inc., Nomura Securities International, Inc., RBC Capital Markets, LLC, SG Americas Securities LLC, and UBS Securities LLC.
F- 25 Table of Contents The lead plaintiff has filed a notice of voluntary dismissal of its claims against BNP Paribas Securities Corporation, Citadel Securities LLC, Citigroup Global Markets Inc., Credit Suisse Securities USA LLC, Deutsche Bank Securities Inc., Morgan Stanley & Company, Inc., Nomura Securities International, Inc., RBC Capital Markets, LLC, SG Americas Securities LLC, and UBS Securities LLC.
The aggregate changes in the balance of gross unrecognized tax benefits, which includes interest and penalties, for the years ended June 30, 2022 and 2021 are as follows: Balance at June 30, 2021 $ 302,335 Additions based on tax positions taken during a prior period 12,597 Reductions based on tax positions taken during a prior period - Additions based on tax positions taken during the current period - Reductions based on tax positions taken during the current period - Reductions related to settlement of tax matters - Reductions related to a lapse of applicable statute of limitations - Balance at June 30, 2022 $ 314,932 The Company files income tax returns in the United States, and various state and foreign jurisdictions.
The aggregate changes in the balance of gross unrecognized tax benefits, which includes interest and penalties, for the years ended June 30, 2023 and 2022 are as follows: Balance at June 30, 2022 $ 314,932 Additions based on tax positions taken during a prior period 12,597 Reductions based on tax positions taken during a prior period - Additions based on tax positions taken during the current period - Reductions based on tax positions taken during the current period - Reductions related to settlement of tax matters - Reductions related to a lapse of applicable statute of limitations - Balance at June 30, 2023 $ 327,530 The Company files income tax returns in the United States, and various state and foreign jurisdictions.
Impairment of Long-Lived Assets The Company tests long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through the estimated undiscounted cash flows expected to result from the use and eventual disposition of the assets.
F- 10 Table of Contents Impairment of Long-Lived Assets The Company tests long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through the estimated undiscounted cash flows expected to result from the use and eventual disposition of the assets.
Applicable interest and penalties associated with unrecognized tax benefits are classified as additional income taxes in the statements of income. Advertising Costs The Company expenses the cost of advertising as incurred. Marketing and advertising costs for the years ended June 30, 2022 and 2021 were approximately $3.0 million and $3.0 million, respectively.
Applicable interest and penalties associated with unrecognized tax benefits are classified as additional income taxes in the statements of income. Advertising Costs The Company expenses the cost of advertising as incurred. Marketing and advertising costs for the years ended June 30, 2023 and 2022 were approximately $2.6 million and $3.0 million, respectively.
(UK) (1) 1,263,729 - Total $ 2,307,202 $ 1,043,473 ( 1 ) Refer to Note 13, Business Combinations , regarding increase in goodwill during the years ended June 30, 2022 and 2021. The Company tests for goodwill impairment at each reporting unit. There was no goodwill impairment for the years ended June 30, 2022 and June 30, 2021. NOTE 9.
(UK) 1,263,729 1,263,729 Total $ 2,307,202 $ 2,307,202 ( 1 ) Refer to Note 13, Business Combinations , regarding increase in goodwill during the years ended June 30, 2022. The Company tests for goodwill impairment at each reporting unit. There was no goodwill impairment for the years ended June 30, 2023 and June 30, 2022. NOTE 9.
F- 18 Table of Contents Underwriter's Warrants On March 14, 2022, pursuant to the Underwriting Agreement, the Company issued the Underwriter’s Warrants to purchase up to an aggregate of 82,500 shares of Common Stock as compensation for their services related to this issuance. The Underwriter’s Warrants may be exercised beginning on September 14, 2022, until March 14, 2027.
Warrants to Purchase Common Stock On March 14, 2022, pursuant to the Underwriting Agreement, the Company issued the Underwriter's Warrants to purchase up to an aggregate of 82,500 shares of Common Stock as compensation for their services related to this issuance. The Underwriter's Warrants may be exercised beginning on September 14, 2022, until March 14, 2027.
Additionally, Gourmet Foods entered into a General Security Agreement in favor of the Gerald O’Leary Family Trust and registered on the Personal Property Securities Register for a priority sum of NZ$110,000 (approximately US$68,675 ) to secure the lease of its primary facility.
Additionally, Gourmet Foods entered into a General Security Agreement in favor of the Gerald O'Leary Family Trust and registered on the Personal Property Securities Register for a priority sum of NZ$110,000 (approximately US$67,152 ) to secure the lease of its primary facility.
Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles. Introduction The Marygold Companies, Inc. (“The Marygold Companies” or the “Company”) conducts business through its wholly-owned operating subsidiaries operating in the U.S., New Zealand and Canada.
Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles. Introduction The Marygold Companies, Inc. ("The Marygold Companies" or the "Company") conducts business through its wholly-owned operating subsidiaries operating in the U.S., New Zealand and Canada.
We base our estimates on historical experience and other factors we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.
We base our estimates on historical experience and other factors we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may vary from those estimates.
The decrease in consolidated revenues is primarily attributed to the decrease in annual revenues of USCF Investments. USCF Investments' average Assets Under Management ("AUM") for the year ended June 30, 2022 was lower than that of 2021, which resulted in a revenue decrease of approximately $1.3 million.
The decrease in consolidated revenues is primarily attributed to the decrease in annual revenues of USCF Investments. USCF Investments' average Assets Under Management ("AUM") for the year ended June 30, 2023 was lower than that of 2022, which resulted in a revenue decrease of approximately $3.0 million.
For the year ended June 30, 2022, Gourmet Foods’ largest customer in the grocery and food industry, who operates through a number of independently branded stores, accounted for approximately 22% of baking sales revenues as compared to 18% for the year ended June 30, 2021.
For the year ended June 30, 2023, Gourmet Foods’ largest customer in the grocery and food industry, who operates through a number of independently branded stores, accounted for approximately 14% of baking sales revenues as compared to 22% for the year ended June 30, 2022.
For the years ended June 30, 2022 and 2021 a determination was made that no adjustments were necessary.
For the years ended June 30, 2023 and 2022 a determination was made that no adjustments were necessary.
This customer accounted for 25% of the baking accounts receivable at June 30, 2022 as compared to 19% as of June 30, 2021. The second largest customer in the grocery and food industry did not account for significant sales during the years ended June 30, 2022 and 2021.
This customer accounted for 14% of the baking accounts receivable at June 30, 2023 as compared to 25% as of June 30, 2022. The second largest customer in the grocery and food industry did not account for significant sales during the years ended June 30, 2023 and 2022.
(Firm ID No. 207) F-1 Consolidated Balance Sheets, as of June 30, 2022 and 2021 F-2 Consolidated Statements of Income for the years ended June 30, 2022 and 2021 F-3 Consolidated Statements of Comprehensive Income for the years ended June 30, 2022 and 2021 F-4 Consolidated Statements of Stockholders’ Equity for the years ended June 30, 2022 and 2021 F-5 Consolidated Statements of Cash Flows, for the years ended June 30, 2022 and 2021 F-6 Notes to Consolidated Financial Statements F-7 27 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of The Marygold Companies, Inc. and Subsidiaries Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of The Marygold Companies, Inc. and subsidiaries (the “Company”) as of June 30, 2022 and 2021, and the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the years in the two-year period ended June 30, 2022, and the related notes (collectively referred to as “the consolidated financial statements”).
(Firm ID No. 207) F-1 Consolidated Balance Sheets, as of June 30, 2023 and 2022 F-2 Consolidated Statements of Income for the years ended June 30, 2023 and 2022 F-3 Consolidated Statements of Comprehensive Income for the years ended June 30, 2023 and 2022 F-4 Consolidated Statements of Stockholders' Equity for the years ended June 30, 2023 and 2022 F-5 Consolidated Statements of Cash Flows, for the years ended June 30, 2023 and 2022 F-6 Notes to Consolidated Financial Statements F-7 28 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of The Marygold Companies, Inc. and Subsidiaries Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of The Marygold Companies, Inc. and subsidiaries (the "Company") as of June 30, 2023 and 2022, and the related consolidated statements of income, comprehensive income, stockholders' equity, and cash flows for each of the years in the two-year period ended June 30, 2023, and the related notes (collectively referred to as "the consolidated financial statements").
These leases are generally for three -year terms, with some options to renew for an additional term. The leases mature between October 2022 and October 2026, and require monthly rental payments of approximately $21,507 (GST not included) translated to U.S. currency as of June 30, 2022.
These leases are generally for three -year terms, with some options to renew for an additional term. The leases mature between October 2022 and October 2026, and require monthly rental payments of approximately $23,254 (GST not included) translated to U.S. currency as of June 30, 2023.
Security Systems - Brigadier Security Systems (2000) Ltd. Brigadier Security Systems, founded in 1985, is a leading electronic security company in the province of Saskatchewan. Brigadier Security Systems has offices located in the urban areas of Saskatchewan, Brigadier Security in Saskatoon, and operating as Elite Security in Regina. The company has a combined industry experience of over 135 years.
Brigadier Security Systems, founded in 1985, is a leading electronic security company in the province of Saskatchewan. Brigadier Security Systems has offices located in the urban areas of Saskatchewan, Brigadier Security in Saskatoon, and operating as Elite Security in Regina. The company has a combined industry experience of over 136 years.
No single member of this consortium was a significant contributor to Gourmet Foods' sales revenues, but as a group they contributed 8% and 9% of the baking sales revenues for the years ended June 30, 2022 and 2021, respectively.
No single member of this consortium was a significant contributor to Gourmet Foods' sales revenues, but as a group they contributed 10% and 8% of the baking sales revenues for the years ended June 30, 2023 and 2022, respectively.
Apart from the $2.1 million decline in revenues, the difference in operating income is attributed to the expenses incurred by our subsidiary, Marygold & Co., in development of its mobile fintech app, which amounted to approximately $3.1 million, and a legal settlement of $2.5 million incurred by our USCF Investments subsidiary.
Apart from the $3.0 million decline in revenues, the difference in operating income is attributed to the expenses incurred by our subsidiary, Marygold & Co., in development of its mobile fintech app, which amounted to approximately $3.4 million, and a legal settlement of $2.5 million incurred by our USCF Investments subsidiary in the prior year.
Employee Salaries and Compensation expenses were approximately $4.9 million and $5.4 million, a decrease of $0.5 million, for the years ended June 30, 2022 and June 30, 2021, respectively, primarily due to moving three employees to The Marygold Companies parent to better align functions and the related expense across the entities.
Employee Salaries and Compensation expenses were approximately $4.7 million and $4.9 million, a decrease of $0.2 million, for the years ended June 30, 2023 and June 30, 2022, respectively, primarily due to moving three employees to The Marygold Companies parent to better align functions and the related expense across the entities.
However, this customer did account for 26% and 27% of baking accounts receivable as of June 30, 2022 and 2021, respectively. In the gasoline convenience store market customer group, Gourmet Foods supplies two major channels.
However, this customer did account for 8% and 26% of baking accounts receivable as of June 30, 2023 and 2022, respectively. In the gasoline convenience store market customer group, Gourmet Foods supplies two major channels.
The Company leases various facilities and offices throughout the world including the following subsidiary locations: Gourmet Foods has operating leases for its office, factory and warehouse facilities located in Tauranga, New Zealand, and facilities leased by its subsidiary, Printstock, in Napier, New Zealand, as well as for certain equipment including printers and copiers.
F- 23 Table of Contents The Company leases various facilities and offices throughout the world including the following subsidiary locations: Gourmet Foods has operating leases for its office, factory and warehouse facilities located in Tauranga, New Zealand, and facilities leased by its subsidiary, Printstock, in Napier, New Zealand, as well as for certain equipment including printers and copiers.
The largest is a marketing consortium of gasoline dealers operating under the same brand who, for the years ended June 30, 2022 and 2021 accounted for approximately 50% and 49%, respectively, of baking gross sales revenues.
The largest is a marketing consortium of gasoline dealers operating under the same brand who, for the years ended June 30, 2023 and 2022 accounted for approximately 57% and 50%, respectively, of baking gross sales revenues.
No single member of the consortium is responsible for a significant portion of Gourmet Foods’ baking accounts receivable, however as a group they collectively accounted for 21% and 22% of baking accounts receivable as of June 30, 2022 and 2021, respectively.
No single member of the consortium is responsible for a significant portion of Gourmet Foods’ baking accounts receivable, however as a group they collectively accounted for 42% and 21% of baking accounts receivable as of June 30, 2023 and 2022, respectively.
As of June 30, 2022 approximately£1,018,935 remained payable, £18,935 of which is payable within 20 business days of closing, followed by subsequent equal payments of £500,000 due on December 31, 2022 and December 31, 2023, subject to downward adjustment per the terms of the SPA for an amount up to £500,000 should existing clientele close their accounts prior to December 31, 2023.
As of June 30, 2022 approximately £1,018,935 ( US$1,245,954 ) remained payable, £18,935 ( US$23,154 ) of which was payable within 20 business days of closing, followed by subsequent equal payments of £500,000 due on December 31, 2022 and December 31, 2023, subject to downward adjustment per the terms of the SPA for an amount up to £500,000 should existing clientele close their accounts prior to December 31, 2023.
For the years ended June 30, 2022 and June 30, 2021, the expense for slow moving or obsolete inventory was $10,509 and $65,021, respectively. Property, Plant and Equipment Property, plant and equipment are stated at cost, net of accumulated depreciation. Expenditures for maintenance and repairs are charged to earnings as incurred; additions, renewals and leasehold improvements are capitalized.
For the years ended June 30, 2023 and June 30, 2022, the expense for slow moving or obsolete inventory was $2,698 and $10,509, respectively. Property, Plant and Equipment Property, plant and equipment are stated at cost, net of accumulated depreciation. Expenditures for maintenance and repairs are charged to earnings as incurred; additions, renewals and leasehold improvements are capitalized.
The Amended Lucas Class Complaint asserts claims under the 1933 Act, the 1934 Act, and Rule 10b - 5.
The Amended Lucas Class Complaint asserts claims under the 1933 Act, the Exchange Act, and Rule 10b - 5.

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