Marygold Narrows Q1 Loss to $356K on Brigadier Sale, Revenue Dips

TL;DR

**MGLD's Q1 loss narrowed, but don't be fooled by the one-time sale; core revenue is shrinking, making this a risky bet on unproven fintech.**

AI Summary

Marygold Companies, Inc. (MGLD) reported a significant reduction in net loss for the quarter ended September 30, 2025, narrowing to $356 thousand from $1.586 million in the prior-year period, primarily driven by a $521 thousand gain on the sale of its Brigadier Security Systems subsidiary. Total revenue decreased by 11.97% to $6.963 million from $7.910 million year-over-year, with fund management revenue declining to $4.329 million from $4.591 million. Cost of revenue also decreased to $1.599 million from $2.128 million, contributing to a gross profit of $5.364 million, down from $5.782 million. Operating expenses saw a substantial reduction of 16.65%, falling to $6.628 million from $7.952 million, largely due to lower salaries and compensation and general and administrative expenses. The company's cash and cash equivalents decreased to $4.860 million from $5.005 million at June 30, 2025, and total assets declined to $28.437 million from $30.420 million. The strategic outlook emphasizes continued development in financial services, including ETF management, and the U.K. Fintech application, Marygold & Co (UK).

Why It Matters

This filing reveals MGLD's strategic shift, divesting its security systems segment to focus on financial services and fintech. The reduced net loss, while positive, is heavily influenced by a one-time gain, masking underlying revenue declines in core segments like fund management. Investors should scrutinize the sustainability of profitability without such extraordinary items and the competitive landscape in the financial services sector, where MGLD faces established players. Employees in divested segments face uncertainty, while those in financial services may see increased investment. Customers of Brigadier Security Systems will experience a change in ownership, and the broader market will watch MGLD's ability to execute its financial services strategy.

Risk Assessment

Risk Level: medium — The company's net loss, while reduced, still stands at $356 thousand for the quarter, and total revenue declined by 11.97% to $6.963 million. The significant gain on the sale of Brigadier Security Systems ($521 thousand) was a primary driver of the improved net loss, indicating that core operations are not yet consistently profitable. Cash and cash equivalents decreased by $145 thousand, from $5.068 million to $4.923 million, raising liquidity concerns if operating losses persist.

Analyst Insight

Investors should exercise caution and closely monitor MGLD's revenue growth in its core financial services and fintech segments, particularly the performance of Marygold & Co (UK). The one-time gain from the Brigadier sale distorts the underlying operational profitability, so future filings need to demonstrate organic revenue expansion and sustained cost control to justify investment.

Financial Highlights

revenue

$6.963 million

total Assets

$28.437 million

net Income

$356 thousand

eps

$0.01

gross Margin

77.08%

cash Position

$4.860 million

revenue Growth

-11.97%

Revenue Breakdown

Key Numbers

• $356 thousand — Net loss (Reduced from $1.586 million in Q1 2024)
• $6.963 million — Total revenue (Decreased from $7.910 million in Q1 2024)
• $521 thousand — Gain on sale of Brigadier (One-time gain contributing to reduced net loss)
• $4.329 million — Fund management revenue (Decreased from $4.591 million in Q1 2024)
• $6.628 million — Total operating expenses (Decreased from $7.952 million in Q1 2024)
• $4.860 million — Cash and cash equivalents (As of September 30, 2025, down from $5.005 million at June 30, 2025)
• 11.97% — Revenue decrease (Year-over-year decline in total revenue)
• 16.65% — Operating expense decrease (Year-over-year decline in total operating expenses)

Key Players & Entities

• Marygold Companies, Inc. (company) — registrant and holding company
• USCF Investments Inc. (company) — subsidiary involved in class action litigation
• Brigadier Security Systems (2000) Ltd. (company) — subsidiary sold on July 1, 2025
• Marygold & Co (UK) (company) — subsidiary developing U.K. Fintech application
• Gourmet Foods, Ltd. (company) — food products subsidiary
• Kahnalytics, Inc. (company) — beauty products subsidiary
• NYSE American LLC (regulator) — exchange where MGLD common stock is registered
• Securities and Exchange Commission (regulator) — regulatory body for filings

FAQ

Risk Factors

• Dependence on Key Personnel [medium — financial]: The company's success is heavily reliant on the continued service of its key management personnel. The loss of any of these individuals could have a material adverse effect on the company's operations and financial condition.
• Competition in Financial Services [high — market]: The financial services industry is highly competitive, with numerous established players and emerging fintech companies. Marygold faces intense competition in its fund management and planned U.K. Fintech operations.
• Regulatory Compliance [high — regulatory]: As a financial services company, Marygold is subject to extensive regulation in the U.S. and potentially the U.K. Changes in regulations or failure to comply could result in significant penalties and impact operations.
• Integration of Acquisitions [medium — operational]: The company has a history of acquisitions. The successful integration of acquired businesses, such as the Brigadier Security Systems sale, and future potential acquisitions, presents operational challenges and risks.
• Liquidity and Funding Needs [medium — financial]: The company's cash and cash equivalents decreased to $4.860 million as of September 30, 2025. Continued investment in growth initiatives, particularly in the U.K. Fintech sector, may require additional funding.

Industry Context

Marygold operates in the competitive financial services sector, which is undergoing significant transformation driven by fintech innovation. The company is focusing on ETF management and expanding into the U.K. Fintech market with Marygold & Co (UK), indicating a strategy to leverage digital platforms and specialized investment products.

Regulatory Implications

As a financial services entity, Marygold is subject to stringent regulatory oversight in its operating jurisdictions. The expansion into the U.K. will necessitate compliance with U.K. financial regulations, adding complexity and potential compliance costs.

What Investors Should Do

1. Monitor the progress and financial performance of Marygold & Co (UK) as it represents a key growth initiative.
2. Analyze the sustainability of the reduced operating expenses and assess if further efficiencies can be achieved without impacting growth.
3. Evaluate the impact of the Brigadier Security Systems divestiture on the company's long-term strategic focus and profitability.

Key Dates

• 2025-09-30: Quarter ended — Reporting period for the condensed consolidated financial statements, showing reduced net loss and decreased revenue.
• 2025-06-30: End of prior fiscal quarter — Benchmark for comparison of cash and cash equivalents, which decreased from $5.005 million to $4.860 million.

Glossary

Series B Preferred Stock

A class of preferred stock that is convertible into common stock, with shareholders entitled to the same liquidation and dividend rights. (Its potential conversion impacts diluted net loss per share calculations.)

Treasury Stock Method

An accounting method used to calculate diluted earnings per share, assuming that proceeds from the exercise of stock options or warrants are used to repurchase shares. (Used to determine the dilutive effect of outstanding options and warrants on net loss per share.)

Anti-dilutive Securities

Securities whose exercise or conversion would increase earnings per share (or decrease loss per share), and are therefore excluded from diluted EPS calculations when the company has a net loss. (The company excluded 527,970 common stock equivalents in Q3 2025 due to their anti-dilutive effect.)

Year-Over-Year Comparison

For the quarter ended September 30, 2025, Marygold Companies, Inc. reported a significantly reduced net loss of $356 thousand, a substantial improvement from $1.586 million in the prior year, largely due to a one-time gain on sale. Total revenue declined by 11.97% to $6.963 million, while operating expenses saw a notable decrease of 16.65%, contributing to the improved net loss. Cash reserves saw a slight decrease, and total assets also declined.

Key Financial Figures

• $0.001 — nge on Which Registered Common Stock, $0.001 par value per share MGLD NYSE Ameri

Filing Documents

• form10-q.htm (10-Q) — 909KB
• ex31-1.htm (EX-31.1) — 8KB
• ex31-2.htm (EX-31.2) — 8KB
• ex32-1.htm (EX-32.1) — 4KB
• ex32-2.htm (EX-32.2) — 4KB
• 0001493152-25-021259.txt ( ) — 5795KB
• mgld-20250930.xsd (EX-101.SCH) — 44KB
• mgld-20250930_cal.xml (EX-101.CAL) — 64KB
• mgld-20250930_def.xml (EX-101.DEF) — 187KB
• mgld-20250930_lab.xml (EX-101.LAB) — 405KB
• mgld-20250930_pre.xml (EX-101.PRE) — 322KB
• form10-q_htm.xml (XML) — 866KB

FINANCIAL INFORMATION

PART I. FINANCIAL INFORMATION 4

Financial Statements (Unaudited)

Item 1. Financial Statements (Unaudited) 4 Condensed Consolidated Balance Sheets 4 Condensed Consolidated Statements of Operations 5 Condensed Consolidated Statements of Comprehensive Loss 6 Condensed Consolidated Statements of Stockholders' Equity 7 Condensed Consolidated Statements of Cash Flows 8 Notes to Condensed Consolidated Financial Statements 9

Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 19

Quantitative and Qualitative Disclosures About Market Risk

Item 3. Quantitative and Qualitative Disclosures About Market Risk 24

Controls and Procedures

Item 4. Controls and Procedures 24

OTHER INFORMATION

PART II. OTHER INFORMATION 25

Legal Proceedings

Item 1. Legal Proceedings 25

Risk Factors

Item 1A. Risk Factors 25

Unregistered Sales of Equity Securities and Use of Proceeds

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 25

Defaults Upon Senior Securities

Item 3. Defaults Upon Senior Securities 25

Mine Safety Disclosures

Item 4. Mine Safety Disclosures 25

Other Information

Item 5. Other Information 25

Exhibits

Item 6. Exhibits 25

Signatures

Signatures 26 2 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q ("Report") contains forward-looking statements within the meaning of the of federal securities laws which statements involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as "may," "will," "should," "would," "shall," "might," "expects," "plans," "anticipates," "could," "intends," "target," "projects," "contemplates," "believes," "estimates," "predicts," "potential," or "continue" or the negative of these words or other similar terms or expressions that concern our expectations, strategies, plans, or intentions. Forward-looking statements contained in this Report include, but are not limited to, statements about: the outcome of certain class action litigation involving our subsidiary, USCF Investments Inc.; our future financial performance, including our revenue, cost of revenue, gross profit, gross margin, operating expenses, ability to generate positive cash flow, and ability to achieve and maintain profitability; the sufficiency of our cash flows which is primarily dependent upon the performance of our U.S. investment fund management business and its ability to maintain and expand fund assets under management ("AUM") such that we can meet our working capital, capital expenditure, and liquidity needs; our continued investments in Marygold & Co (UK) as they seek to further develop and market their U.K. Fintech application ("app") and the uncertainty of the acceptance thereof and its ability to generate sufficient revenue to meet or exceed our capital investment to date; the ability of our operating subsidiaries to attract and retain customers to use our products or services, to optimize the pricing for our products or services, to expand sales to our customers,

financial statements

financial statements. NOTE 3. NET LOSS PER SHARE Basic net loss per share is based upon the weighted average number of common shares outstanding. This calculation includes the weighted average number of shares of Series B, Voting, Convertible Preferred Stock ("Series B Preferred Stock") outstanding as they are deemed to be substantially similar to the common shares and shareholders are entitled to the same liquidation and dividend rights and each share of Series B Preferred Stock is convertible at any time into 20 shares of the Company's common stock. Diluted net loss per share is based on the assumption that all dilutive convertible shares and stock options were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. Since the Company generated a net loss in the quarters ended September 30, 2025 and 2024, basic and diluted net loss per share were the same. The Company excluded the following shares from the diluted net loss per share calculation as their effect would be anti-dilutive. SCHEDULE OF ANTI-DILUTIVE SECURITIES 2025 2024 Quarter Ended September 30, 2025 2024 Warrants outstanding 82,500 82,500 Stock options outstanding 343,667 640,881 Restricted Stock Awards outstanding 101,803 410,491 Total common stock equivalents excluded 527,970 1,133,872 Basic and diluted net loss per share reflects the effects of shares potentially issuable upon conversion of the convertible Series B Preferred Stock. The components of basic and diluted earnings per share were as follows (in thousands, except per share data): SCHEDULE OF COMPONENTS OF BASIC AND DILUTED EARNINGS PER SHARE Quarter Ended Quarter Ended September 30, 2025 September 30, 2024 Net Loss Shar

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View this 10-Q filing on SEC EDGAR