# Marygold Companies, Inc.: Form 10-Q for the period ended Mar 31, 2024

- Company: [Marygold Companies, Inc.](/companies/mgld.md) (CIK 1005101)
- Form: 10-Q
- Filed: 2024-05-13
- Accepted by EDGAR: May 13, 2024, 16:21 ET
- Period: 2024-03-31
- Accession: 0001493152-24-018895
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/1005101/000149315224018895/form10-q.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/1005101/000149315224018895/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2024-03-31.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Cost of revenue | 3 months, 2024-01-01 to 2024-03-31 | $2.3m | us-gaap:CostOfRevenue |
| Cost of revenue | 9 months, 2023-07-01 to 2024-03-31 | $6.4m | us-gaap:CostOfRevenue |
| Gross profit | 3 months, 2024-01-01 to 2024-03-31 | $5.6m | us-gaap:GrossProfit |
| Gross profit | 9 months, 2023-07-01 to 2024-03-31 | $18.1m | us-gaap:GrossProfit |
| Operating income | 3 months, 2024-01-01 to 2024-03-31 | −$1.5m | us-gaap:OperatingIncomeLoss |
| Operating income | 9 months, 2023-07-01 to 2024-03-31 | −$3.5m | us-gaap:OperatingIncomeLoss |
| Interest expense | 3 months, 2024-01-01 to 2024-03-31 | $5.0k | us-gaap:InterestExpense |
| Interest expense | 9 months, 2023-07-01 to 2024-03-31 | $12.0k | us-gaap:InterestExpense |
| Income tax | 3 months, 2024-01-01 to 2024-03-31 | −$355.0k | us-gaap:IncomeTaxExpenseBenefit |
| Income tax | 9 months, 2023-07-01 to 2024-03-31 | −$840.0k | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2024-01-01 to 2024-03-31 | −$529.0k | us-gaap:NetIncomeLoss |
| Net income | 9 months, 2023-07-01 to 2024-03-31 | −$2.2m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2024-01-01 to 2024-03-31 | −$0.01 | us-gaap:EarningsPerShareDiluted |
| Diluted EPS | 9 months, 2023-07-01 to 2024-03-31 | −$0.05 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2024-01-01 to 2024-03-31 | −$0.01 | us-gaap:EarningsPerShareBasic |
| Basic EPS | 9 months, 2023-07-01 to 2024-03-31 | −$0.05 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2024-01-01 to 2024-03-31 | 40,401,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Diluted shares (weighted) | 9 months, 2023-07-01 to 2024-03-31 | 40,401,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 9 months, 2023-07-01 to 2024-03-31 | −$1.2m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 9 months, 2023-07-01 to 2024-03-31 | $30.0k | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Cash and equivalents | at 2024-03-31 | $4.5m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2024-03-31 | $25.8m | us-gaap:AssetsCurrent |
| Total assets | at 2024-03-31 | $33.7m | us-gaap:Assets |
| Current liabilities | at 2024-03-31 | $4.5m | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2024-03-31 | $5.3m | us-gaap:Liabilities |
| Shareholders' equity | at 2024-03-31 | $28.4m | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 25,472 characters.

The following discussion and analysis should be read in conjunction with the unaudited 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 Report. See “Item 1 - Financial Statements (Unaudited).”

### Forward-Looking Statements

In addition to historical financial information, the following discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. See “Special Note Regarding Forward-Looking Statements.” Our results and the timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those discussed under “Item 1A. Risk Factors” in Part II of this Report and “Item 1A. Risk Factors” in our Form 10-K for the year ended June 30, 2023.

### Overview

The Marygold Companies, Inc. (“The Marygold Companies” or the “Company”) conducts business through its wholly owned subsidiaries operating in the US, New Zealand, the United Kingdom and Canada. The operations of the subsidiaries are summarized as follows:

- USCF Investments, Inc. (“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 (collectively “Gourmet Foods”).

20

- Brigadier Security Systems (2000) Ltd. (“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 U.S. based company, together with its wholly owned limited liability company, Marygold & Co. Advisory Services, LLC, (collectively “Marygold”) was established to explore opportunities in the financial technology (“Fintech”) space, completed its development phase and launched its commercial services in June 2023. Through March 31, 2023, Marygold continued its launch efforts and commenced with new marketing campaigns.
- Marygold & Co. (UK) Limited, a UK limited company, together with its UK subsidiary, Tiger Financial and Asset Management, Ltd. (collectively “Marygold UK”) is an asset manager and registered investment advisor in the UK. The operations of Marygold UK began in June 2022.

Because the Company conducts its businesses through its wholly owned operating subsidiaries, the risks related to our wholly owned subsidiaries are also risks that impact the Company’s financial condition and results of operations. See, “*Note 2. Summary of Significant Accounting Policies / Concentration of Credit Risk”* in the notes to the financial statements for more information.

### Results of Operations

### The Marygold Companies, Inc.

#### Comparison of the Three Months Ended March 31, 2024 and 2023

#### Revenue

Consolidated revenue for the three months ended March 31, 2024 was $7.9 million representing a $0.4 million, or 5%, decrease from the three months ended March 31, 2023 revenue of $8.3 million. The decrease in consolidated revenue was primarily attributed to USCF Investments where assets under management (“AUM”) for the three months ended March 31, 2024 was lower than the comparable prior year period which resulted in a revenue decrease of $0.6 million, offset by an increase in revenue of $0.1 million from each of our beauty products and security systems business segments.

#### Operating (Loss) Income

The Company’s operating loss for the three months ended March 31, 2024 was ($1.5) million as compared to operating income of $0.2 million for the three months ended March 31, 2023. This represents a decrease in operating income of approximately $1.6 million for the three months ended March 31, 2024 compared to the prior year. The decrease in operating income was attributable to the reduced revenue from the fund management business and an increase in operating expenses related to the roll out of our fintech business at Marygold & Co.

#### Other (Expense) Income, Net

For the three months ended March 31, 2024 the Company had other income, net of $0.6 million compared to an other expense, net of less than ($0.1) million for the three months ended March 31, 2023. The $0.6 million increase compared to the prior year period was primarily attributable to unrealized gains on investments.

#### Income Taxes

For the three months ended March 31, 2024 we had an income tax benefit of $0.4 million compared to less than $0.1 million for the comparable period of the prior year which was a function of reporting a pre-tax loss in the current year period.

#### Net (Loss) Income

For the three months ended March 31, 2024, the Company generated a net loss of ($0.5 million) as compared to net income of $0.2 million for the three months ended March 31, 2023. The $0.7 million decrease in net income was attributable to $0.5 million in lower profits at our fund management business and increased losses of $0.4 million in our financial services business as the Company continues to invest capital into our fintech subsidiary, partially offset by reduced corporate costs of $0.2 million.

#### Comparison of the Nine Months Ended March 31, 2024 and 2023

#### Revenue

Consolidated revenue for the nine months ended March 31, 2024 was $24.6 million representing a $1.4 million or 6% decrease from the nine months ended March 31, 2023 revenue of $26.0 million. The decrease in consolidated revenue was attributed to lower revenues by $1.3 million from lower AUM at USCF Investments and lower revenue by $0.2 million from our food products segment as we were transitioning to a more favorable product mix and refocused production capacity to higher profit margin customers.

#### Operating (Loss) Income

The Company’s operating loss for the nine months ended March 31, 2024 was ($3.1) million as compared to operating income of $1.1 million for the nine months ended March 31, 2023. This represents a decrease in operating income of $4.2 million which was attributed to reduced revenue of $1.3 million at USCF Investments from lower AUM and increased losses from our financial services business unit as we ramped up the development of our fintech app.

#### Income Taxes

For the nine months ended March 31, 2024 we had an income tax benefit of $0.9 million compared to an income tax provision of ($0.3) million for the comparable period of the prior year which was a function of reporting pre-tax income in the prior year period to reporting a pre-tax loss in the current year period.

#### Net (Loss) Income

For the nine months ended March 31, 2024, the Company generated a net loss of ($2.2 million) as compared to net income of $0.8 million for the nine months ended March 31, 2023. The $3.0 million decrease in net income was attributable to lower profits of $1.3 million at our fund management business, increased losses of $2.1 million in our financial services business as the Company continues to invest capital into our fintech app, and increased losses of $0.4 million at our beauty products business as further described below, partially offset by reduced corporate costs of $0.7 million.

### Segment Operations

### Fund Management – USCF Investments (56% and 59% of consolidated revenues for the three and nine months ended March 31, 2024, respectively)

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 limited partnership 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 2005 |
| United States Natural Gas Fund, LP (“UNG”) | Organized as a Delaware limited partnership in 2006 |
| United States Gasoline Fund, LP (“UGA”) | Organized as a Delaware limited partnership in 2007 |
| United States 12 Month Oil Fund, LP (“USL”) | Organized as a Delaware limited partnership in 2007 |
| United States 12 Month Natural Gas Fund, LP (“UNL”) | Organized as a Delaware limited partnership in 2007 |
| United States Brent Oil Fund, LP (“BNO”) | Organized as a Delaware limited partnership in 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 2010 |
| United States Copper Index Fund (“CPER”) | Series of the USCIF Trust created in 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. Pursuant to the current Investment Advisory Agreements, USCF Advisers provides an investment program for each of series within the ETF Trust and manages the investment of the assets.

| 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 (“USG”) previous ticker (“GLDX”) | Fund launched November 2021 Ticker symbol change March 2024 |
| 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 |
| USCF Sustainable Commodity Strategy Fund (“ZSC”) | Fund launched August 2023 |
| USCF Aluminum Strategy Fund (“ALUM”) | Fund launched October 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.

USCF Investments’ revenue and expenses are driven by the amount of AUM of the Funds. USCF Investments earns monthly management and advisory fees based on agreements with each Fund as determined by the contractual basis point management fee structure in each agreement multiplied by the average AUM over the given period. Many of the Fund’s expenses are dependent upon the amount of AUM. These variable expenses include Fund administration, custody, accounting, transfer agency, marketing and distribution, and sub-adviser fees and are determined by multiplying contractual fee rates by AUM.

### Comparison of the Three Months Ended March 31, 2024 and 2023

#### Revenue

Average AUM for the three months ended March 31, 2024 was $3.0 billion as compared to $3.7 billion from the three months ended March 31, 2023, a decrease of $0.7 billion or 19%, due to a decrease in USO, UNG and BNO AUM, partially offset by an increase in UMI AUM. As a result, the revenues from management and advisory fees decreased by $0.6 million, or 12%, to $4.4 million for the three months ended March 31, 2024 as compared to the three months ended March 31, 2023 where revenues from management and advisory fees totaled $5.0 million.

#### Operating Expenses

USCF Investments total operating expenses for three months ended March 31, 2024 increased $0.5 million to $3.6 million, or 16%, from $3.1 million for the three months ended March 31, 2023. Total variable expenses, as described above, were comparable quarter over quarter, with offsetting changes including a decrease in sub-advisory fees of $0.1 million due to a decrease in USCI and CPER AUM offset by an increase of $0.1 million in fund accounting and administration expenses due to an increase in the number of funds under management. General and administrative (“G&A”) expenses increased $0.1 million to $0.6 million, or 18%, from $0.5 million due to an increase in professional fees. Operations expenses increased by $0.2 million to $1.3 million from $1.1 million compared to the prior year quarter and employee compensation expenses increased $0.2 million due to quarterly bonus accruals in anticipation of year-end bonuses.

#### Operating income and net income

Operating income decreased by $1.1 million to $0.8 million for the three months ended March 31, 2024 from $1.9 million for the three months ended March 31, 2023. The decrease was due to lower revenue as a result of lower AUM along with the increase in expenses as described above. Other income (expense) was $0.6 million for the three months ended March 31, 2024 compared to ($0.1) million for the three months ended March 31, 2023 resulting in a $0.6 million increase due to unrealized gains of $0.3 million on equity investments in the current period in addition to $0.2 million in dividend and interest income.

### Comparison of the Nine Months Ended March 31, 2024 and 2023

#### Revenue

Average AUM for the nine months ended March 31, 2024 was $3.3 billion as compared to $3.8 billion from the nine months ended March 31, 2023 due to a decrease in USO and USCI AUM, partially offset by an increase in UNG AUM. As a result, the revenues from management and advisory fees decreased by $1.3 million, or 8%, to $14.5 million for the nine months ended March 31, 2024 as compared to the nine months ended March 31, 2023 where revenues from management and advisory fees totaled $15.7 million.

#### Operating Expenses

USCF Investments total operating expenses for the nine months ended March 31, 2024 increased by $0.4 million to $10.7 million, or 3%, from $10.3 million for the nine months ended March 31, 2023. Total variable expenses, as described above, decreased by $0.3 million due to a decrease in total AUM which included a $0.3 million decrease in variable marketing and distribution expenses, a decrease of $0.1 million in sub-advisory fees related to lower USCI and CPER AUM partially offset by a $0.1 million increase in fund accounting and administration expenses due to an increase in the number of funds under management. G&A expenses remained flat at $1.8 million for each nine-month period. Employee compensation expenses remained consistent at $3.7 million for the nine months ended March 31, 2024 compared to the nine months ended March 31, 2023. Operations expenses increased by $0.4 million due to an increase in license and director fees for new funds.

#### Operating income and net income

Operating income decreased $1.6 million to $3.8 million for the nine months ended March 31, 2024 from $5.4 million for the nine months ended March 31, 2023. The decrease was due to lower revenue as a result of lower AUM and a $0.4 million increase in operating expenses. Other income (expense) was $0.4 million for the nine months ended March 31, 2024 compared to $0.1 million for the nine months ended March 31, 2023 due to $0.5 million in dividend, interest and other income in the current year period.

### Food Products (23% and 22% of consolidated revenue for the three and nine months ended March 31, 2024, respectively)

Food products (Gourmet Foods and Printstock) revenues for the three months ended March 31, 2024 and 2023 was flat at $1.8 million; however net income improved by less than $0.1 million from the comparative prior year quarter as result of a more favorable product mix and refocusing production capacity to higher profit margin customers.

For the nine months ended March 31, 2024, food products revenues declined by $0.2 million; however net income was flat at $0.2 million due to operating efficiencies achieved during the current nine-month period as compared to the prior year comparative period.

### Beauty Products (11% and 10% of consolidated revenues for the three and nine months ended March 31, 2024, respectively)

For the quarter ended March 31, 2024, beauty products (Original Sprout) revenue increased by $0.1 million and net loss increased by less than $0.1 million. The increase in net loss was due to increased expenses associated with new product development and marketing. For the nine months ended March 31, 2024, beauty products revenues increased by $0.1 million and net loss increased by $0.4 million. The increase in net loss was due to increased expenses associated with new product development and marketing.

### Security Systems (8% and 7% of consolidated revenue for the three and nine months ended March 31, 2024, respectively)

For the quarter ended March 31, 2024, security systems (Brigadier) revenue increased by less than $0.1 million and net income was flat compared to the prior year quarter. For the nine months ended March 31, 2024, security systems revenues declined by $0.1 million due to market timing and weather patterns and net income declined by less than $0.1 million compared to the prior year period.

### Financial Services includes Marygold (UK) and Marygold

### Financial Services – Marygold (UK)

Marygold UK operates through its wholly owned subsidiary Tiger Financial & Asset Management Limited (“Tiger”), which was acquired in 2022. Tiger acts as an investment advisor and financial planner to its clients and has two principal revenue streams which comprise ongoing fees for providing investment advice, and commissions for the intermediation of insurance-based products. Tiger does not provide investment management services directly, rather the clients’ assets are referred to third party investment managers, discretionary investment managers. Tiger receives fees for the ongoing advice and financial planning services which are charged as a percentage of the assets under management, which as of June 30, 2023 and March 31, 2024 was $40 million. The ratio of fees earned from investment advice as compared to commissions earned is generally 80:20, but may fluctuate for any given period.

#### Comparison of the Three Months Ended March 31, 2024 and 2023

Revenues for the three months ended March 31, 2024 were unchanged at $0.1 million as compared to the three months ended March 31, 2023. Operating expenses for the three months ended March 31, 2024 were $0.2 million as compared to $0.1 million for the three months ended March 31, 2023 with the increase attributed to the hiring of additional staff and increased professional fees in connection with the development of the Marygold mobile fintech app in the UK.

#### Comparison of the Nine Months Ended March 31, 2024 and 2023

Revenues for the nine months ended March 31, 2024 were unchanged at $0.4 million as compared to the nine months ended March 31, 2023. Operating expenses for the nine months ended March 31, 2024 were $0.6 million as compared to $0.3 million for the nine months ended March 31, 2023 with the increase attributed to the hiring of additional staff and increased professional fees in connection with the development of the Marygold mobile fintech app in the UK.

### Financial Services – Marygold (USA)

Marygold & Co. is a financial technology company, not a bank, providing similar banking services through an all-in-one banking and payment services app offering FDIC-insured accounts with a Debit Mastercard®. Like a private banker on your phone, Marygold has introduced a secure way to send, receive, spend, save and invest with no banking fees or minimum balance requirements and aims to redefine mobile banking and payments, all in one app. Marygold completed its development phase in June 2023 and continues to devote considerable resources to the development and launch of its proprietary Fintech app. Revenue is earned from the Mastercard® interchange system with debit card spend by users and from asset management fees earned on investments through the use of Money Pools, which are goal based savings and investment accounts.

#### Comparison of the Three Months Ended March 31, 2024 and 2023

Onboarding of new customers continued during the three months ended March 31, 2024 resulting in nominal revenue. Operating expenses for the three months ended March 31, 2024 increased by $0.4 million to $1.4 million compared to $1.0 million in the prior year quarter. The increase was attributed to ongoing development of the app and continued ramping up for the product post launch. Increases from the prior year’s quarter included additional spend of $0.2 million in product development and app service provider infrastructure, as well as $0.1 million in advertising, marketing and professional fees.

#### Comparison of the Nine Months Ended March 31, 2024 and 2023

Operating expenses for the nine months ended March 31, 2024 increased $1.9 million to $4.2 million compared to $2.3 million in the prior year period. The increase was attributed to ongoing development of the app and continued ramping up for the product post launch. Increases from the prior year’s nine-month period included additional spend in product development, advertising and marketing and professional fees.

### Liquidity and Capital Resources

The Marygold Companies is a holding company that conducts its operations through its subsidiaries. At the holding-company level, its liquidity needs relate to operational expenses, the funding of additional business acquisitions and new investment opportunities. Our operating subsidiaries’ principal liquidity requirements arise from cash used in operating activities, debt service, and capital expenditures, including purchases of equipment and services, operating costs and expenses, and income taxes. Cash is managed at the holding company or the subsidiary level. There are no limitations or constraints on the movement of funds between the entities.

As of March 31, 2024, we had $4.5 million of cash and cash equivalents on a consolidated basis as compared to $8.2 million as of June 30, 2023, a decrease of $3.7 million or 45%. For the nine months ended March 31, 2024, USCF Investments invested $3.0 million by seeding one new fund and we made additional expenditures of $4.1 million in Marygold. We have invested a total of $13.5 million in the fintech app since Marygold’s inception. We expect that Marygold will require additional expenditures over the coming 12 months. As the funding requirements become known, we will decide upon the source of the additional capital investment to be made as the need arises. During the quarter ended March 31, 2024, we made a deposit of $1.8 million in connection with the potential acquisition of a 9.9% equity interest in a domestic financial institution that is currently seeking certain regulatory approval.

Based on our current operating plan, we believe existing cash resources will be sufficient to meet our working capital requirements for the next twelve months. If sufficient funds are not available to finance our business and operations, including our investment in Marygold, we may need to raise additional financing through one or more debt or an equity financing to meet our operating and cash needs. There can be no assurance we will be able to raise additional financing or obtain terms that are acceptable to us.

#### Lease Liability

The Company has various operating leases for offices, warehouses and manufacturing facilities. The total amount due under these obligations was $1.1 million and $1.0 million as of March 31, 2024 and June 30, 2023, respectively. The obligations will reduce over the passage of time through periodic lease payments. See Note 11 for further analysis of this obligation.

#### Borrowings

As of March 31, 2024, we had $0.4 million of third-party indebtedness as compared to $0.3 million of third-party and related-party indebtedness as of June 30, 2023. Brigadier owes $0.3 million under a loan that is secured with the land and building in Canada. The initial principal balance was $0.6 million as of the loan date in 2019 with an annual interest rate of 4.14% maturing June 30, 2024. Interest on the loan is expensed or accrued as it becomes due.

In addition, Gourmet Foods has a finance lease liability of $0.1 million related to a solar energy system as March 31, 2024 and June 30, 2023, respectively, and are included under loans - property and equipment on our consolidated balance sheets.

#### Investments

USCF Investments, from time to time, provides initial investments in the creation of ETP funds that USCF Investments manages. USCF Investments classifies these investments as current assets as these investments are generally sold within one year from the balance sheet date. As of March 31, 2024, USCF Investments held investment positions in four of its 40 Act funds, USG (renamed from GLDX in March 2024), ZSB, USE and ZSC of $1.3 million, $0.4 million, $3.2 million, and $2.3 million, respectively. As of June 30, 2023 USCF held positions in USG, ZSB, and USE of $1.3 million, $1.9 million, and $2.6 million, respectively. These investment positions along with other investments, as applicable, are described further in Note 7 to our Financial Statements.

#### Dividends

We have historically not paid any dividends on our shares of common stock and we have no current plans to pay dividends.

## Controls and procedures

As filed, 2,180 characters.

### (a) Evaluation of Disclosure Controls and Procedures

The Marygold Companies maintains disclosure controls and procedures that are designed to provide reasonable assurances that the information required to be disclosed in The Marygold Companies’ periodic reports filed or submitted under Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time period specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that there are inherent limitations to the effectiveness of any system of disclosure controls and procedures and any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving their control objectives.

The duly appointed officers of The Marygold Companies, including its chief executive officer and chief accounting officer, who perform functions equivalent to those of a principal executive officer and principal financial officer of The Marygold Companies, have evaluated the effectiveness of The Marygold Companies’ disclosure controls and procedures and have concluded that the disclosure controls and procedures of The Marygold Companies were effective as of the end of the period covered by this quarterly report on Form 10-Q.

### (b) Change in Internal Control Over Financial Reporting

There were no significant changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) under the Exchange Act) during the quarterly period covered by this report that have materially affected or are reasonably likely to materially affect our internal controls over financial reporting.

## Risk factors

As filed, 1,179 characters.

The Marygold Companies and its subsidiaries (referred to herein as “we,” “us,” “our” or similar expressions) are subject to certain risks and uncertainties in its business operations. In addition to the other information set forth in this report, you should carefully consider the factors discussed under “Risk Factors” and elsewhere in our Annual Report on Form 10-K for the year ended June 30, 2023 (“2023 Form 10-K”), which could materially affect our business, financial condition and/or operating results. The risks described in our 2023 Form 10-K are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business, financial condition and/or operating results.

There have been no material changes to the risk factors discussed in “Risk Factors” in our 2023 Form 10-K. These risk factors should be read in connection with the other information included in this quarterly report on Form 10-Q, including Management’s Discussion and Analysis of Financial Condition and Results of Operations and our financial statements and the related notes.

Filed May 13, 2024.
Source: SEC EDGAR, the filing index for accession 0001493152-24-018895. Last ingested by Listed: Nov 6, 2026, 16:44 ET. No prices; not investment advice.