Table of Contents



UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


FORM 10-Q

10-Q/A

Amendment No. 1


Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended December 31, 2017


September 30, 2022

OR


Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from ____________ to ____________.

Commission File Number 0-13928

U.S. GLOBAL INVESTORS, INC.

(Exact name of registrant as specified in its charter)


Texas

74-1598370

(State or other jurisdiction of

incorporation or organization)

(IRS Employer Identification No.)

7900 Callaghan Road

San Antonio, Texas

78229

(Zip Code)

(Address of principal executive offices)

(210) 308-1234

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address, and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Class A common stock,

$0.025 par value per share

GROW

NASDAQ Capital Market

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer   (Do not check if a smaller reporting company)

☒  

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

On January 29, 2018,October 28, 2022, there were 13,866,69113,866,999 shares of Registrant’s class A nonvoting common stock issued and 13,074,27012,836,542 shares of Registrant’s class A nonvoting common stock issued and outstanding; no shares of Registrant’s class B nonvoting common shares outstanding; and 2,068,8572,068,549 shares of Registrant’s class C voting common stock issued and outstanding.





TABLE OF CONTENTS


PART I. FINANCIAL INFORMATION

1

1

1

2

3

4

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

4

5

5

6

20

25

25

29

26

30

PART II. OTHER INFORMATION

27

31

27

31

27

31

28

28

32

29

33



 


EXPLANATORY NOTE

Restatement of Consolidated Financial Statements
 
We have restated our unaudited consolidated financial statements as of September 30, 2022, and for the three months then ended in order to correct certain fair value measurements related to our investment in HIVE Blockchain Technologies, Ltd. (“HIVE”) common share purchase warrants and our investment in HIVE unsecured convertible debentures. For a discussion of the valuation, the adjusted fair value measurement, and the impact of the restatement adjustment on the consolidated financial statements as of September 30, 2022, and for the three months then ended, see Note 1 of Notes to Consolidated Financial Statements included in Part I, Item 1 — Financial Statements.
 
Internal Control Over Financial Reporting
 
Management reassessed its evaluation of the effectiveness of the Company’s internal control over financial reporting as of September 30, 2022, and concluded that a deficiency in the design and operating effectiveness of the internal controls represented a material weakness in the internal control over financial reporting and, therefore, the Company did not maintain effective internal control over financial reporting as of September 30, 2022. For a description of the material weakness identified by management and management’s plan to remediate the material weakness, see Part I, Item 4 — Controls and Procedures.
 
Amended Report
 
This Amended Quarterly Report on Form 10-Q/A does not reflect events occurring after the original filing date of November 10, 2022, and does not modify or update disclosures in the original filing that may have been affected by subsequent events, except for the effects of the restatement described in Note 1 of Notes to Consolidated Financial Statements included in Part I, Item 1 — Financial Statements. Other disclosures not affected by the restatement are unchanged and reflect the disclosures made at the time of original filing.
 
This Amended Quarterly Report on Form 10-Q/A reflects amendments to the following items:
 
     ●    Part I, Item 1 — Financial Statements
     ●    Part I, Item 2 — Management's Discussion and Analysis of Financial Condition and Results of Operations
     ●    Part I, Item 3 — Quantitative and Qualitative Disclosures about Market Risk
     ●    Part I, Item 4 — Controls and Procedures
     ●    Part II, Item 6 — Exhibits
 
The Company's Chief Executive Officer and Chief Financial Officer are providing currently dated certifications in connection with this Amended Quarterly Report on Form 10-Q/A. See Exhibits 31.1 and 32.1.


PART I. FINANCIAL INFORMATION


ITEM 1. FINANCIAL STATEMENTS


U.S. GLOBAL INVESTORS, INC.

CONSOLIDATED BALANCE SHEETS

  

September 30, 2022

  

June 30, 2022

 

(dollars in thousands)

 

(unaudited)

     
  As Restated    

Assets

        

Current Assets

        

Cash and cash equivalents

 $23,287  $22,314 

Restricted cash

  1,000   1,000 

Investments in securities at fair value, current

  11,963   12,138 

Accounts and other receivables

  1,576   1,796 

Tax receivable

  96   384 

Prepaid expenses

  312   400 

Total Current Assets

  38,234   38,032 
         

Net Property and Equipment

  1,320   1,370 
         

Other Assets

        

Deferred tax asset

  1,373   872 

Investments in equity securities at fair value, non-current

  2,243   2,162 

Investments in available-for-sale debt securities at fair value

  9,866   10,625 

Investments in held-to-maturity debt securities

  1,000   1,000 

Other investments

  2,630   3,992 

Financing lease, right of use assets

  86   93 

Other assets, non-current

  233   216 

Total Other Assets

  17,431   18,960 

Total Assets

 $56,985  $58,362 

Liabilities and Shareholders’ Equity

        

Current Liabilities

        

Accounts payable

 $14  $73 

Accrued compensation and related costs

  1,925   1,864 

Dividends payable

  336   337 

Financing lease liability, short-term

  28   27 

Other accrued expenses

  1,137   1,831 

Taxes payable

  157   - 

Total Current Liabilities

  3,597   4,132 
         

Long-Term Liabilities

        

Financing lease liability, long-term

  59   66 

Total Long-Term Liabilities

  59   66 

Total Liabilities

  3,656   4,198 
         

Commitments and Contingencies (Note 13)

          
         

Shareholders’ Equity

        

Common stock (class A) - $0.025 par value; nonvoting; 28,000,000 shares authorized, and 13,866,999 shares issued at September 30, 2022, and June 30, 2022; 12,852,968 and 12,888,950 shares outstanding at September 30, 2022, and June 30, 2022, respectively

  347   347 

Common stock (class B) - $0.025 par value; nonvoting; 4,500,000 shares authorized; no shares issued

  -   - 

Convertible common stock (class C) - $0.025 par value; voting; 3,500,000 shares authorized; 2,068,549 shares issued and outstanding at September 30, 2022, and June 30, 2022

  52   52 

Additional paid-in-capital

  16,440   16,438 

Treasury stock, class A shares at cost; 1,014,031 shares and 978,049 shares at September 30, 2022, and June 30, 2022, respectively

  (2,722)  (2,599)

Accumulated comprehensive income, net of tax

  3,138   3,624 

Retained earnings

  36,074   36,302 

Total Shareholders’ Equity

  53,329   54,164 

Total Liabilities and Shareholders’ Equity

 $56,985  $58,362 

Assets December 31, 2017  June 30, 2017 
(dollars in thousands) (UNAUDITED)    
Current Assets      
Cash and cash equivalents $2,977  $3,958 
Restricted cash  1,000   1,000 
Investment securities - trading, at fair value  7,433   9,720 
Accounts and other receivables  1,177   520 
Note receivable  1,977   1,952 
Prepaid expenses  399   315 
Total Current Assets  14,963   17,465 
         
Net Property and Equipment  2,092   2,212 
         
Other Assets        
Investment securities - available-for-sale, at fair value  22,372   3,401 
Other investments  2,109   2,130 
Equity method investment  3,252   - 
Note receivable, long term  234   234 
Other assets, long term  53   78 
Total Other Assets  28,020   5,843 
Total Assets $45,075  $25,520 
Liabilities and Shareholders’ Equity        
Current Liabilities        
Accounts payable $198  $118 
Accrued compensation and related costs  425   390 
Dividends payable  114   114 
Other accrued expenses  827   544 
Total Current Liabilities  1,564   1,166 
         
Long-Term Liabilities        
Deferred tax liability  3,923   - 
Total Long-Term Liabilities  3,923   - 
Total Liabilities  5,487   1,166 
         
Commitments and Contingencies (Note 11)        
         
Shareholders’ Equity        
Common stock (class A) - $0.025 par value; nonvoting; authorized, 28,000,000 shares; issued, 13,866,691 shares and 13,866,601 shares at December 31, 2017, and June 30, 2017, respectively  347   347 
Common stock (class B) - $0.025 par value; nonvoting; authorized, 4,500,000 shares; no shares issued  -   - 
Convertible common stock (class C) - $0.025 par value; voting; authorized, 3,500,000 shares; issued, 2,068,857 shares and 2,068,947 shares at December 31, 2017, and June 30, 2017, respectively  52   52 
Additional paid-in-capital  15,647   15,646 
Treasury stock, class A shares at cost; 790,421 and 751,303 shares at December 31, 2017, and June 30, 2017, respectively  (1,876)  (1,760)
Accumulated other comprehensive income, net of tax  13,703   264 
Retained earnings  11,112   9,321 
Total U.S. Global Investors Inc. Shareholders’ Equity  38,985   23,870 
Non-Controlling Interest in Subsidiary  603   484 
Total Shareholders’ Equity  39,588   24,354 
Total Liabilities and Shareholders’ Equity $45,075  $25,520 

The accompanying notes are an integral part of these consolidated financial statements.



U.S. GLOBAL INVESTORS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

  

Three Months Ended

 
  

September 30,

 

(dollars in thousands, except per share data)

 

2022

  

2021

 
  As Restated   

Operating Revenues

        

Advisory fees

 $4,377  $6,470 

Administrative services fees

  35   51 
   4,412   6,521 

Operating Expenses

        

Employee compensation and benefits

  1,175   1,924 

General and administrative

  1,504   1,598 

Advertising

  86   84 

Depreciation

  61   48 

Interest

  1   - 
   2,827   3,654 

Operating Income

  1,585   2,867 

Other Income (Loss)

        

Investment loss

  (1,460)  (34)

Income from equity method investments

  -   15 

Other income

  61   56 
   (1,399)  37 

Income Before Income Taxes

  186   2,904 

Provision for Income Taxes

        

Tax expense

  79   514 

Net Income

 $107  $2,390 
         

Basic Net Income per Share

 $0.01  $0.16 

Diluted Net Income per Share

 $0.01  $0.16 
         

Basic weighted average number of common shares outstanding

  14,948,688   15,030,115 

Diluted weighted average number of common shares outstanding

  14,949,275   15,031,199 

  Six Months Ended December 31,  Three Months Ended December 31, 
(dollars in thousands, except per share data) 2017  2016  2017  2016 
 Operating Revenues            
 Advisory fees $3,362  $3,460  $1,929  $1,569 
 Administrative services fees  121   163   64   73 
   3,483   3,623   1,993   1,642 
 Operating Expenses                
 Employee compensation and benefits  2,041   1,886   1,140   899 
 General and administrative  1,862   1,733   914   863 
 Advertising  86   80   27   51 
 Depreciation and amortization  122   127   61   63 
   4,111   3,826   2,142   1,876 
 Operating Loss  (628)  (203)  (149)  (234)
 Other Income                
 Investment income  452   502   243   249 
 Income from equity method investment  2,731   -   1,218   - 
 Other income  17   -   14   - 
   3,200   502   1,475   249 
 Income Before Income Taxes  2,572   299   1,326   15 
 Provision for Income Taxes                
 Tax expense (benefit)  452   10   442   (10)
 Net Income  2,120   289   884   25 
 Less: Net Income Attributable to Non-Controlling Interest  101   18   135   17 
 Net Income Attributable to U.S. Global Investors, Inc. $2,019  $271  $749  $8 
                 
 Earnings Per Share Attributable to U.S. Global Investors, Inc.                
 Basic $0.13  $0.02  $0.05  $- 
 Diluted $0.13  $0.02  $0.05  $- 
                 
 Basic weighted average number of common shares outstanding  15,171,620   15,229,845   15,160,589   15,218,734 
 Diluted weighted average number of common shares outstanding  15,171,620   15,229,845   15,160,589   15,218,734 

The accompanying notes are an integral part of these consolidated financial statements.

 

U.S. GLOBAL INVESTORS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)

  

Three Months Ended

 
  

September 30,

 

(dollars in thousands)

 

2022

  

2021

 
  As Restated   

Net Income

 $107  $2,390 

Other Comprehensive Income (Loss), Net of Tax:

        

Unrealized losses on available-for-sale securities arising during period

  (115)  (147)

Less: reclassification adjustment for gains included in net income

  (371)  (476)

Net change from available-for-sale securities, net of tax

  (486)  (623)

Foreign currency translation adjustment

  -   (12)

Other Comprehensive Loss

  (486)  (635)

Comprehensive Income (Loss)

 $(379) $1,755 

  Six months ended December 31,  Three Months Ended December 31, 
(dollars in thousands) 2017  2016  2017  2016 
 Net Income Attributable to U.S. Global Investors, Inc. $2,019  $271  $749  $8 
 Other Comprehensive Income (Loss), Net of Tax:                
Unrealized gains (losses) on available-for-sale securities arising during period  13,417   369   4,277   (308)
Less:  reclassification adjustment for gains/losses included in net income  (31)  (15)  (24)  (31)
Net change from available-for-sale investments, net of tax  13,386   354   4,253   (339)
Foreign currency translation adjustment  71   (54)  17   (39)
 Other Comprehensive Income (Loss)  13,457   300   4,270   (378)
 Comprehensive Income (Loss)  15,476   571   5,019   (370)
 Less: Comprehensive Income (Loss) Attributable to Non-Controlling Interest  18   (19)  -   (14)
 Comprehensive Income (Loss) Attributable to U.S. Global Investors, Inc. $15,458  $590  $5,019  $(356)


The accompanying notes are an integral part of these consolidated financial statements.


 

U.S. GLOBAL INVESTORS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWSSHAREHOLDERS EQUITY (UNAUDITED)

  Common      Common                  Accumulated         
  

Stock

  

Common

  

Stock

  

Common

  

Additional

  

Treasury

      

Other

         
  

(class A)

  

Stock

  

(class C)

  

Stock

  

Paid-in

  

Stock

  

Treasury

  

Comprehensive

  

Retained

     

(dollars in thousands)

 

Shares

  

(class A)

  

Shares

  

(class C)

  

Capital

  

Shares

  

Stock

  

Income (Loss)

  

Earnings

  

Total

 

Balance at June 30, 2022

  13,866,999  $347   2,068,549  $52  $16,438   978,049  $(2,599) $3,624  $36,302  $54,164 

Purchases of shares of Common Stock (class A)

  -   -   -   -   -   39,965   (133)  -   -   (133)

Issuance of stock under ESPP of shares of Common Stock (class A)

  -   -   -   -   3   (3,983)  10   -   -   13 

Share-based compensation, adjustment for forfeitures, net of tax

  -   -   -   -   (1)  -   -   -   -   (1)

Dividends declared

  -   -   -   -   -   -   -   -   (335)  (335)

Other comprehensive loss, net of tax, as restated

  -   -   -   -   -   -   -   (486)  -   (486)

Net income, as restated

  -   -   -   -   -   -   -   -   107   107 

Balance at September 30, 2022 (As Restated)

  13,866,999  $347   2,068,549  $52  $16,440   1,014,031  $(2,722) $3,138  $36,074  $53,329 


  Common      Common                  Accumulated         
  

Stock

  

Common

  

Stock

  

Common

  

Additional

  

Treasury

      

Other

         
  

(class A)

  

Stock

  

(class C)

  

Stock

  

Paid-in

  

Stock

  

Treasury

  

Comprehensive

  

Retained

     

(dollars in thousands)

 

Shares

  

(class A)

  

Shares

  

(class C)

  

Capital

  

Shares

  

Stock

  

Income (Loss)

  

Earnings

  

Total

 

Balance at June 30, 2021

  13,866,913  $347   2,068,635  $52  $15,677   898,953  $(2,172) $6,587  $33,833  $54,324 

Purchases of shares of Common Stock (class A)

  -   -   -   -   -   13,647   (82)  -   -   (82)

Issuance of stock under ESPP of shares of Common Stock (class A)

  -   -   -   -   8   (2,228)  6   -   -   14 

Share-based compensation, net of tax

  -   -   -   -   388   -   -   -   -   388 

Dividends declared

  -   -   -   -   -   -   -   -   (338)  (338)

Other comprehensive loss, net of tax

  -   -   -   -   -   -   -   (635)  -   (635)

Net income

  -   -   -   -   -   -   -   -   2,390   2,390 

Balance at September 30, 2021

  13,866,913  $347   2,068,635  $52  $16,073   910,372  $(2,248) $5,952  $35,885  $56,061 
  Six Months Ended December 31, 
(dollars in thousands) 2017  2016 
Cash Flows from Operating Activities:      
Net income $2,120  $289 
Adjustments to reconcile net income (loss) to net cash provided by operating activities: 
Depreciation and amortization  122   127 
Net recognized (gain) loss on securities  675   (15)
Net income from equity method investment  (2,731)  - 
Provision for deferred taxes  417   - 
Stock bonuses  14   3 
Changes in operating assets and liabilities:        
Accounts and notes receivable  (678)  122 
Prepaid and other assets  (58)  (109)
Trading securities  1,551   425 
Accounts payable and accrued expenses  391   (124)
Total adjustments  (297)  429 
Net cash provided by operating activities  1,823   718 
Cash Flows from Investing Activities:        
Purchase of equity method investment  (501)  - 
Purchase of available-for-sale securities  (2,420)  (457)
Purchase of other investments  -   (776)
Proceeds on sale of available-for-sale securities  401   649 
Return of capital on investment  22   29 
Net cash used in investing activities  (2,498)  (555)
Cash Flows from Financing Activities:        
Issuance of common stock  3   3 
Repurchases of common stock  (131)  (80)
Dividends paid  (227)  (228)
Net cash used in financing activities  (355)  (305)
Effect of exchange rate changes on cash and cash equivalents  49   (50)
Net decrease in cash and cash equivalents  (981)  (192)
Beginning cash and cash equivalents  3,958   3,993 
Ending cash and cash equivalents $2,977  $3,801 
Supplemental Disclosures of Cash Flow Information        
Cash paid for income taxes $-  $12 

The accompanying notes are an integral part of these consolidated financial statements.


U.S. GLOBAL INVESTORS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

  

Three Months Ended September 30,

 

(dollars in thousands)

 

2022

  

2021

 
  As Restated   

Cash Flows from Operating Activities:

        

Net Income

 $107  $2,390 

Adjustments to reconcile net income to net cash provided by operating activities:

        

Depreciation, amortization and accretion

  (77)  (129)

Net recognized loss on disposal of fixed assets

  3   - 

Net realized gains on securities

  (469)  (2,411)

Unrealized losses on securities

  1,930   2,796 

Net income from equity method investment

  -   (15)

Provision for deferred taxes

  (371)  (905)

Stock-based compensation expense

  -   388 

Changes in operating assets and liabilities:

        

Accounts and other receivables

  508   1,438 

Prepaid expenses and other assets

  78   (11)

Accounts payable and accrued expenses

  (534)  (1,139)

Total adjustments

  1,068   12 

Net cash provided by operating activities

  1,175   2,402 

Cash Flows from Investing Activities:

        

Purchase of property and equipment

  (14)  (33)

Purchase of other investments

  (477)  - 

Proceeds on sale of equity securities at fair value, non-current

  -   2,494 

Proceeds from principal paydowns of available-for-sale debt securities at fair value

  750   750 

Return of capital on other investments

  2   - 

Net cash provided by investing activities

  261   3,211 

Cash Flows from Financing Activities:

        

Principal payments on financing lease

  (7)  - 

Issuance of common stock

  13   14 

Repurchases of common stock

  (133)  (82)

Dividends paid

  (336)  (226)

Net cash used in financing activities

  (463)  (294)

Net increase in cash, cash equivalents, and restricted cash

  973   5,319 

Beginning cash, cash equivalents, and restricted cash

  23,314   15,436 

Ending cash, cash equivalents, and restricted cash

 $24,287  $20,755 
         

Supplemental Disclosures of Non-Cash Investing and Financing Activities

        

Dividends declared but not paid

 $336  $338 

Unsettled sales of non-current investments

 $-  $291 

Unsettled class A common stock repurchases

 $10  $- 
         

Supplemental Disclosures of Cash Flow Information

        

Cash paid for income taxes

 $-  $1,926 

The accompanying notes are an integral part of these consolidated financial statements.

Page 5

U.S. GLOBAL INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 1 -  RESTATEMENT OF PREVIOUSLY ISSUED CONSOLIDATED FINANCIAL STATEMENTS

The unaudited consolidated financial statements as of September 30, 2022, and for the three months then ended have been restated to reflect corrections of misstatements related to our corporate investments in HIVE Blockchain Technologies ("HIVE"). In addition to the changes listed below, various footnotes reflect the effects of this restatement, including but not limited to, Note 3, Investments, Note 9, Earnings Per Share, Note 11, Accumulated Other Comprehensive Income (Loss), and Note 12, Financial Information by Business Segment.

An error was detected in the fair value calculations performed by a third party for the investment in HIVE common share purchase warrants and the investment in HIVE unsecured convertible debentures. Specifically, related to the common share purchase warrants, the valuation model was not appropriately adjusted after a share consolidation by the issuer in May 2022. As a result, the fair value of the common share purchase warrants was corrected at September 30, 2022. The effect was as follows:

  

Three Months Ended

 
  

and as of

 

(dollars in thousands, except per share data)

 

September 30, 2022

 

(Overstatement)/Understatement

    

Deferred tax asset

 $449 

Investments in equity securities at fair value, non-current

 $(2,140)

Total Shareholders’ Equity

 $(1,691)

Investment Loss

 $(13)

Tax Expense

 $(2)

Net Income

 $(11)

Earnings Per Share

 $- 

The error related to the investment in HIVE unsecured convertible debentures was related to an additional principal payment being included within the binomial lattice valuation model. As a result, the fair value of the HIVE unsecured convertible debentures was corrected at September 30, 2022. The effect was as follows:

  

Three Months Ended

 
  

and as of

 

(dollars in thousands)

 

September 30, 2022

 

(Overstatement)/Understatement

    

Deferred tax asset

 $173 

Investments in available-for-sale debt securities at fair value

 $(820)

Total Shareholders’ Equity

 $(647)

Other Comprehensive Loss

 $5 

The following tables set forth the impact of the restatement on the Company's consolidated financial statements as of and for the three months ended September 30, 2022.


Page 6

CONSOLIDATED BALANCE SHEET (UNAUDITED)

  

September 30, 2022

 
  

As

         
  

Previously

  

Restatement

  

As

 

(dollars in thousands)

 

Reported

  

Adjustments

  

Restated

 

Assets

            

Current Assets

            

Cash and cash equivalents

 $23,287  $-  $23,287 

Restricted cash

  1,000   -   1,000 

Investments in securities at fair value, current

  11,963   -   11,963 

Accounts and other receivables

  1,576   -   1,576 

Tax receivable

  96   -   96 

Prepaid expenses

  312   -   312 

Total Current Assets

  38,234   -   38,234 
             

Net Property and Equipment

  1,320   -   1,320 
             

Other Assets

            

Deferred tax asset

  751   622   1,373 

Investments in equity securities at fair value, non-current

  4,383   (2,140)  2,243 

Investments in available-for-sale debt securities at fair value

  10,686   (820)  9,866 

Investments in held-to-maturity debt securities

  1,000   -   1,000 

Other investments

  2,630   -   2,630 

Financing lease, right of use assets

  86   -   86 

Other assets, non-current

  233   -   233 

Total Other Assets

  19,769   (2,338)  17,431 

Total Assets

 $59,323  $(2,338) $56,985 

Liabilities and Shareholders Equity

            

Current Liabilities

            

Accounts payable

 $14  $-  $14 

Accrued compensation and related costs

  1,925   -   1,925 

Dividends payable

  336   -   336 

Financing lease liability, short-term

  28   -   28 

Other accrued expenses

  1,137   -   1,137 

Taxes payable

  157   -   157 

Total Current Liabilities

  3,597   -   3,597 
             

Long-Term Liabilities

            

Financing lease liability, long-term

  59   -   59 

Total Long-Term Liabilities

  59   -   59 

Total Liabilities

  3,656   -   3,656 
             

Commitments and Contingencies (Note 13)

               
             

Shareholders Equity

            

Common stock (class A) - $0.025 par value; nonvoting; 28,000,000 shares authorized, and 13,866,999 shares issued at September 30, 2022, and June 30, 2022; 12,852,968 and 12,888,950 shares outstanding at September 30, 2022, and June 30, 2022, respectively

  347   -   347 

Common stock (class B) - $0.025 par value; nonvoting; 4,500,000 shares authorized; no shares issued

  -   -   - 

Convertible common stock (class C) - $0.025 par value; voting; 3,500,000 shares authorized; 2,068,549 shares issued and outstanding at September 30, 2022, and June 30, 2022

  52   -   52 

Additional paid-in-capital

  16,440   -   16,440 

Treasury stock, class A shares at cost; 1,014,031 shares and 978,049 shares at September 30, 2022, and June 30, 2022, respectively

  (2,722)  -   (2,722)

Accumulated comprehensive income, net of tax

  3,785   (647)  3,138 

Retained earnings

  37,765   (1,691)  36,074 

Total Shareholders Equity

  55,667   (2,338)  53,329 

Total Liabilities and Shareholders Equity

 $59,323  $(2,338) $56,985 

Page 7

CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)

(dollars in thousands, except per share data)

 

Three Months Ended September 30, 2022

 
  

As

         
  

Previously

  

Restatement

  

As

 
  

Reported

  

Adjustments

  

Restated

 

Operating Revenues

            

Advisory fees

 $4,377  $-  $4,377 

Administrative services fees

  35   -   35 
   4,412   -   4,412 

Operating Expenses

            

Employee compensation and benefits

  1,175   -   1,175 

General and administrative

  1,504   -   1,504 

Advertising

  86   -   86 

Depreciation

  61   -   61 

Interest

  1   -   1 
   2,827   -   2,827 

Operating Income

  1,585   -   1,585 

Other Income (Loss)

            

Investment loss

  (1,447)  (13)  (1,460)

Income from equity method investments

  -   -   - 

Other income

  61   -   61 
   (1,386)  (13)  (1,399)

Income Before Income Taxes

  199   (13)  186 

Provision for Income Taxes

            

Tax expense

  81   (2)  79 

Net Income

 $118  $(11) $107 
             

Basic Net Income per Share

 $0.01  $-  $0.01 

Diluted Net Income per Share

 $0.01  $-  $0.01 
             

Basic weighted average number of common shares outstanding

  14,948,688      14,948,688 

Diluted weighted average number of common shares outstanding

  14,949,275      14,949,275 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)

  

Three Months Ended September 30, 2022

 
  

As

         
  

Previously

  

Restatement

  

As

 

(dollars in thousands)

 

Reported

  

Adjustments

  

Restated

 

Net Income

 $118  $(11) $107 

Other Comprehensive Income (Loss), Net of Tax:

            

Unrealized losses on available-for-sale securities arising during period

  (120)  5   (115)

Less: reclassification adjustment for gains included in net income

  (371)  -   (371)

Net change from available-for-sale securities, net of tax

  (491)  5   (486)

Foreign currency translation adjustment

  -   -   - 

Other Comprehensive Loss

  (491)  5   (486)

Comprehensive Income (Loss)

 $(373) $(6) $(379)

Page 8

CONSOLIDATED STATEMENT OF SHAREHOLDERS EQUITY (UNAUDITED)

                              

Accumulated

         
  

Common

      

Common

                  

Other

         
  

Stock

  

Common

  

Stock

  

Common

  

Additional

  

Treasury

      

Comprehensive

         
  

(class A)

  

Stock

  

(class C)

  

Stock

  

Paid-in

  

Stock

  

Treasury

  

Income

  

Retained

     
  

Shares

  

(class A)

  

Shares

  

(class C)

  

Capital

  

Shares

  

Stock

  

(Loss)

  

Earnings

  

Total

 

(dollars in thousands)

                                        
  

As Previously Reported:

 

Balance at June 30, 2022

  13,866,999  $347   2,068,549  $52  $16,438   978,049  $(2,599) $4,276  $37,982  $56,496 

Purchases of shares of Common Stock (class A)

  -   -   -   -   -   39,965   (133)  -   -   (133)

Issuance of stock under ESPP of shares of Common Stock (class A)

  -   -   -   -   3   (3,983)  10   -   -   13 

Share-based compensation, adjustment for forfeitures, net of tax

  -   -   -   -   (1)  -   -   -   -   (1)

Dividends declared

  -   -   -   -   -   -   -   -   (335)  (335)

Other comprehensive loss, net of tax

  -   -   -   -   -   -   -   (491)  -   (491)

Net Income

  -   -   -   -   -   -   -   -   118   118 

Balance at September 30, 2022

  13,866,999  $347   2,068,549  $52  $16,440   1,014,031  $(2,722) $3,785  $37,765  $55,667 
                                         
  

Restatement Adjustments:

 

Other comprehensive loss, net of tax

  -   -   -   -   -   -   -   5   -   5 

Net income

  -   -   -   -   -   -   -   -   (11)  (11)
                                         
  

As Restated:

 

Balance at June 30, 2022 (As Previously Reported)

  13,866,999  $347   2,068,549  $52  $16,438   978,049  $(2,599) $4,276  $37,982  $56,496 

Restatement adjustments

  -   -   -   -   -   -   -   (652)  (1,680)  (2,332)

Balance at June 30, 2022 (As Restated)

  13,866,999  $347   2,068,549  $52  $16,438   978,049  $(2,599) $3,624  $36,302  $54,164 

Purchases of shares of Common Stock (class A)

  -   -   -   -   -   39,965   (133)  -   -   (133)

Issuance of stock under ESPP of shares of Common Stock (class A)

  -   -   -   -   3   (3,983)  10   -   -   13 

Share-based compensation, adjustment for forfeitures, net of tax

  -   -   -   -   (1)  -   -   -   -   (1)

Dividends declared

  -   -   -   -   -   -   -   -   (335)  (335)

Other comprehensive loss, net of tax

  -   -   -   -   -   -   -   (486)  -   (486)

Net Income

  -   -   -   -   -   -   -   -   107   107 

Balance at September 30, 2022

  13,866,999  $347   2,068,549  $52  $16,440   1,014,031  $(2,722) $3,138  $36,074  $53,329 

Page 9

CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)

  

Three Months Ended September 30, 2022

 
  

As

         
  

Previously

  

Restatement

  

As

 

(dollars in thousands)

 

Reported

  

Adjustments

  

Restated

 

Cash Flows from Operating Activities:

            

Net Income

 $118  $(11) $107 

Adjustments to reconcile net income to net cash provided by operating activities:

            

Depreciation, amortization and accretion

  (77)  -   (77)

Net recognized loss on disposal of fixed assets

  3   -   3 

Net realized gains on securities

  (469)  -   (469)

Unrealized losses on securities

  1,917   13   1,930 

Net income from equity method investment

  -   -   - 

Provision for deferred taxes

  (369)  (2)  (371)

Stock-based compensation expense

  -   -   - 

Changes in operating assets and liabilities:

            

Accounts and other receivables

  508   -   508 

Prepaid expenses and other assets

  78   -   78 

Accounts payable and accrued expenses

  (534)  -   (534)

Total adjustments

  1,057   11   1,068 

Net cash provided by operating activities

  1,175   -   1,175 

Cash Flows from Investing Activities:

            

Purchase of property and equipment

  (14)  -   (14)

Purchase of other investments

  (477)  -   (477)

Proceeds on sale of equity securities at fair value, non-current

  -   -   - 

Proceeds from principal paydowns of available-for-sale debt securities at fair value

  750   -   750 

Return of capital on other investments

  2   -   2 

Net cash provided by investing activities

  261   -   261 

Cash Flows from Financing Activities:

            

Principal payments on financing lease

  (7)  -   (7)

Issuance of common stock

  13   -   13 

Repurchases of common stock

  (133)  -   (133)

Dividends paid

  (336)  -   (336)

Net cash used in financing activities

  (463)  -   (463)

Net increase in cash, cash equivalents, and restricted cash

  973   -   973 

Beginning cash, cash equivalents, and restricted cash

  23,314   -   23,314 

Ending cash, cash equivalents, and restricted cash

 $24,287  $-  $24,287 
             

Supplemental Disclosures of Non-Cash Investing and Financing Activities

            

Dividends declared but not paid

 $336  $-  $336 

Unsettled sales of non-current investments

 $-  $-  $- 

Unsettled class A common stock repurchases

 $10  $-  $10 
             

Supplemental Disclosures of Cash Flow Information

            

Cash paid for income taxes

 $-  $-  $- 

Page 10

NOTE 1.2. BASIS OF PRESENTATION


U.S. Global Investors, Inc. (the “Company” or “U.S. Global”) has prepared the consolidated financial statements pursuant to accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the United States Securities and Exchange Commission (“SEC”) that permit reduced disclosure for interim periods. The financial information included herein reflects all adjustments (consisting solely of normal recurring adjustments), which are, in management’s opinion, necessary for a fair presentation of results for the interim periods presented. The Company has consistently followed the accounting policies set forth in the notes to the consolidated financial statements in the Company’s Form 10-K10-K/A-2 for the fiscal year ended June 30, 2017, except for the adoption of new accounting pronouncements discussed below.


2022.

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, U.S. Global Brokerage, Inc., U.S. Global Investors (Bermuda) Limited, U.S. Global Investors (Canada) Limited (“USCAN”), and U.S. Global Indices, LLC, and its 65 percent interest in Galileo Global Equity Advisors Inc. (“Galileo”). U.S. Global Brokerage, Inc. ceased operations in December 2015.


Galileo is consolidated with the operations of the Company. The non-controlling interest in this subsidiary is included in “Non-Controlling Interest in Subsidiary” in the equity section of the Consolidated Balance Sheets. Frank Holmes, CEO, and Susan McGee, President and General Counsel, serve as directors of Galileo.

LLC.

There are two primary consolidation models in U.S. GAAP, the variable interest entity (“VIE”) and voting interest entity models. The Company’s evaluation for consolidation includes whether entities in which it has an interest or from which it receives fees are VIEs and whether the Company is the primary beneficiary of any VIEs identified in its analysis. A VIE is an entity in which either (a) the equity investment at risk is not sufficient to permit the entity to finance its own activities without additional financial support or (b) the group of holders of the equity investment at risk lack certain characteristics of a controlling financial interest. The primary beneficiary is the entity that has the obligation to absorb a majority of the expected losses or the right to receive the majority of the residual returns and consolidates the VIE on the basis of having a controlling financial interest.


The Company holds variable interests in, but is not deemed to be the primary beneficiary of, certain funds it advises, specifically, certain funds in U.S. Global Investors Funds (“USGIF” or the “Funds”) and one of the offshore funds.. The Company’s interests in these VIEs consist of the Company’s direct ownership therein and any fees earned but uncollected. See further information about these funds in Notes 23 and 3.4. In the ordinary course of business, the Company may choose to waive certain fees or assume operating expenses of the funds it advises for competitive, regulatory or contractual reasons (see Note 34 for information regarding fee waivers). The Company has not provided financial support to any of these entities outside the ordinary course of business. The Company’s risk of loss with respect to these VIEs is limited to the carrying value of its investments in, and fees receivable from, the entities. The Company is not deemed to be the primary beneficiary because it does not have the obligation to absorb a majority of the expected losses or the right to receive the majority of the residual returns. The Company does not consolidate these VIEs because it is not the primary beneficiary. The Company’s total exposure to unconsolidated VIEs, consisting of the carrying value of investment securities and receivables for fees, was $8.9$12.6 million at December 31, 2017,September 30, 2022, and $11.3$12.8 million at June 30, 2017.


2022.

The Company holds a variable interestcarrying amount of assets and liabilities recognized in a fund advised by Galileo, but this fund does not qualifythe Consolidated Balance Sheets related to the Company's interests in these non-consolidated VIEs were as a VIE. follows:

  

Carrying Value and Maximum Exposure to Loss

 

(dollars in thousands)

 

September 30, 2022

  

June 30, 2022

 

Investments in securities at fair value, current

 $11,963  $12,138 

Investments in equity securities at fair value, non-current

  608   623 

Other receivables

  11   21 

Total VIE assets, maximum exposure to loss

  12,582   12,782 

Other accrued expenses

  -   110 

Total carrying amount

 $12,582  $12,672 

Since the fundCompany is not a VIE, the primary beneficiary of the above funds it advises, the Company evaluated if it should consolidate the fund under the voting interest entity model. Under the voting interest model, for legal entities other than partnerships, the usual condition for control is ownership, directly or indirectly, of more than 50 percent of the outstanding voting shares over an entity. The Company does not have control of any of the above funds it advises; therefore, the Company does not consolidate any of these funds.

During the three months ended September 30, 2021, the Company held a variable interest in a fund organized as a limited partnership, but this entity did not qualify as a VIE. Since it was not a VIE, the Company evaluated if it should consolidate it under the voting interest entity model. Under the voting interest model, for legal entities other than partnerships, the usual condition for control is ownership, directly or indirectly, of more than 50 percent of the outstanding voting shares over an entity. The Company did not have control of the fundentity and, therefore, does not consolidate the fund.it. However, the Company owns approximately 30 percent of the fund, and iswas considered to have the ability to exercise significant influence. Thus, the investment ishad been accounted for under the equity method of accounting. During fiscal 2022, this entity was dissolved. See further information about this investment in Note 2.3.

Page 11


All significant intercompany balances and transactions have been eliminated in consolidation. Certain amounts have been reclassified for comparative purposes. Certain quarterly amounts may not add to the year-to-date amount due to rounding. The results of operations for the sixthree months ended December 31, 2017,September 30, 2022, are not necessarily indicative of the results to be expectedthe Company may expect for the entire year.


fiscal year ending June 30, 2023 (“fiscal 2023”).

The unaudited interim financial information in these condensed financial statements should be read in conjunction with the consolidated financial statements contained in the Company’s annual report.


report; interim disclosures generally do not repeat those in the annual statements.

Recent Accounting Pronouncements


Accounting Pronouncements Adopted During the Period

In MarchJune 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-09, Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”). ASU 2016-09 includes provisions intended to simplify various aspects related to how share-based payments are accounted for and disclosed. ASU 2016-09 is effective for public business entities for annual reporting periods beginning after December 15, 2016, and interim periods within those annual periods. The Company adopted this guidance on July 1, 2017, without a material impact to the consolidated financial statements.


Page 5


Accounting Pronouncements Not Yet Adopted

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), which supersedes nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five-step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP. The standard is effective for annual periods beginning after December 15, 2017, and interim periods therein, using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). Early adoption is permitted, but the Company currently does not expect to implement the new standard before the required effective date. Additional ASUs have been issued to clarify certain aspects of ASU 2014-09. ASU 2016-08, Principal versus Agent Considerations (Reporting Revenue Gross versus Net) amends ASU 2014-09 to clarify that an entity should evaluate whether it is the principal or the agent for each specified good or service promised in a contract with a customer. ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing, clarifies the guidance related to identifying performance obligations and the licensing guidance in ASU 2014-09. ASU 2016-12, Narrow-Scope Improvements and Practical Expedients, and ASU 2016-20, Technical Corrections and Improvements in Topic 606 Revenue from Contracts with Customers, provide additional clarification to a number of topics addressed in ASU No. 2014-09. These ASUs are effective in conjunction with the adoption of ASU 2014-09. The Company expects to adopt the guidance in the first quarter of fiscal year 2019 on a modified retrospective basis. The Company is in the process of evaluating its contracts using the prescribed five-step process to determine the impact of this standard and does not currently expect the adoption to have a material impact on its consolidated financial statements. While the Company continues to evaluate the impact of the revenue recognition guidance and cannot currently quantify the impact of the guidance, the Company has begun a preliminary assessment of the impact. The assessment includes a detailed review of the investment management agreements, establishing which agreements are expected to be in place, and understanding when revenue would be recognized under those agreements. The Company anticipates completing its evaluation in the year ending June 30, 2018.

In January 2016 the FASB issued ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”). ASU 2016-01 amends the guidance on the classification and measurement of investments in equity securities. It also amends certain presentation and disclosure requirements. Under the amended guidance, all equity investments in unconsolidated entities (other than those accounted for using the equity method of accounting) will generally be measured at fair value through earnings. There will no longer be an available-for-sale classification (changes in fair value reported in other comprehensive income) for equity securities with readily determinable fair values. ASU 2016-01 is effective for public business entities for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. As indicated, when this standard is adopted, changes in the fair value of the Company’s equity investments classified as available-for-sale will no longer be reported through other comprehensive income, but rather through earnings, causing investment income (loss) to be more volatile. As a significant amount of the Company’s assets are in available-for-sale equity investments, the effect of adoption is currently expected to be material to the Company’s consolidated financial statements. The Company is currently evaluating other potential impacts of this standard on its consolidated financial statements.

In February 2016, the FASB issued ASU 2016-02, Leases (“ASU 2016-02”). ASU 2016-02 introduces a lessee model that brings most leases on the balance sheet by recording a lease asset and a lease liability. The new guidance will be effective for public business entities for annual periods beginning after December 15, 2018, and interim periods therein. Early adoption is permitted. The Company’s current leases are primarily for equipment and for office space for the Canadian subsidiary. The Company does not expect that adoption will have a material impact on its consolidated statements of operations because its leases are currently classified as operating leases, which under the guidance will continue to be recognized as expense on a straight-line basis. The adoption, however, will result in a gross up in total assets and total liabilities on the Company’s consolidated balance sheets.

In June 2016, the FASB issued ASU 2016-13, -13,Financial Instruments Credit Losses (Topic 326)326), Measurement of Credit Losses on Financial Instruments, (“ASU 2016-13”and has subsequently issued several amendments (collectively, “ASU 2016-13”). ASU 2016-132016-13 adds to U.S. GAAP an impairment model (known as the current expected credit loss model) that is based on expected losses rather than incurred losses. Under the new guidance, an entity recognizes as an allowance its estimate of expected credit losses. ASU 2016-13 is2016-13 will be effective for public business entities that are SEC filerssmaller reporting companies, including U.S. Global, for fiscal years beginning after December 15, 2019, including interim periods within those years. 2022. Earlier application is permitted only for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is currently evaluating if this guidance will have a material effect to its consolidated financial statements.

In December 2019, the FASB issued ASU 2019-12,Simplifying the Accounting for Income Taxes (“ASU 2019-12”). ASU 2019-12 enhances and simplifies various aspects of the income tax accounting guidance. The amendments in ASU 2019-12 are effective for public business entities for fiscal years beginning after December 15, 2020, including interim periods therein. Early adoption of the standard is permitted. The standard became effective for the Company on July 1, 2021. The adoption of the standard did not have a material impact on the Company’s consolidated financial statements or disclosures.

In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic 820), Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (“ASU 2022-03”). The FASB issued ASU 2022-03 (1) to clarify the guidance in Topic 820, Fair Value Measurement, when measuring the fair value of an equity security subject to contractual restrictions that prohibit the sale of an equity security, (2) to amend a related illustrative example, and (3) to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value in accordance with Topic 820. ASU 2022-03 will be effective for fiscal years beginning after December 15, 2023. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The Company is currently evaluating the potential impact of this standard on its consolidated financial statements.


In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”). ASU 2016-15 may change how an entity classifies certain cash receipts and cash payments on its statement of cash flows to reduce existing diversity in practice. The guidance will generally be applied retrospectively and is effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those years. Early adoption is permitted, and the Company is in the process of determining whether the standard will be early adopted. The Company is currently evaluating the potential impact of this standard but does not currently expect the adoption to have a material impact on the consolidated statements of cash flows.

In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (“ASU 2016-18”). Under ASU 2016-18, restricted cash and restricted cash equivalents will be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. ASU 2016-18 is effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The guidance will be applied retrospectively, and early adoption is permitted. The Company is in the process of determining whether the standard will be early adopted but does not currently expect the adoption to have a material impact on its consolidated financial statements.

NOTE 2.3. INVESTMENTS


As of December 31, 2017,September 30, 2022, the Company held investments with acarried at fair value on a recurring basis of approximately $29.8$24.1 million and a cost basis of approximately $12.6$28.4 million. The fair value of these investments is approximately 66.142.2 percent of the Company’s total assets.assets at September 30, 2022. In addition, the Company held other investments of $2.1approximately $2.6 million accountedand held-to-maturity debt investments of $1.0 million.

The cost basis of investments is adjusted for underamortization of premium or accretion of discount on debt securities held or the cost methodrecharacterization of accounting and an investment of approximately $3.3 million accounted for under the equity method of accounting.


Investments in securities classified as trading are reflected as current assets on the Consolidated Balance Sheets at their fair value. Unrealized holding gains and losses on trading securities are included in earnings in the Consolidated Statements of Operations.

Investments in securities classified as available-for-sale, which may not be readily marketable, are reflected as non-current assets on the Consolidated Balance Sheets at their fair value. Unrealized holding gains and losses on available-for-sale securities are excludeddistributions from earnings and reported in other comprehensive income as a separate component of shareholders’ equity until realized.

Other investments consist of equity investments in entities over which the Company is unable to exercisepartnerships.

Concentrations of Credit Risk

A significant influence and which do not have readily determinable fair values. These investments are accounted for under the cost method of accounting and evaluated periodically for impairment.


The Company considers many factors in determining impairment, including the severity and duration of the decline in value below cost, the Company’s interest and ability to hold the security for a period of time sufficient for an anticipated recovery in value, and the financial condition and specific events related to the issuer. When an impairment of a security is determined to be other than temporary, the impairment is recognized as a loss in the Company’s earnings.

Investments classified as equity method consist of investments in companies in which the Company is able to exercise significant influence but not control. Under the equity method of accounting, the investment is initially recorded at cost, then the Company’s proportional share of investee’s underlying net income or loss is recorded as a component of “other income” with a corresponding increase or decrease to the carrying value of the investment. Distributions received from the investee reduce the Company’s carrying value of the investment. These investments are evaluated for impairment if events or circumstances arise that indicate that the carrying amount of such assets may not be recoverable.

The Company records security transactions on trade date. Realized gains (losses) from security transactions are calculated on the first-in/first-out cost basis, unless otherwise identifiable, and are recorded in earnings on the date of sale.


The following details the componentsportion of the Company’s investments recordedcarried at fair value on a recurring basis is investments in USGIF, which were $12.6 million and $12.8 million as of December 31, 2017,September 30, 2022, and June 30, 2017.

  December 31, 2017 
(dollars in thousands) Cost  Gains  (Losses)  Fair Value 
Trading securities1
            
Mutual funds - Fixed income $7,035  $26  $-  $7,061 
Mutual funds - Domestic equity  535   -   (163)  372 
Other  45   -   (45)  - 
Offshore fund  -   -   -   - 
Total trading securities  7,615   26   (208)  7,433 
Available-for-sale securities2
                
Common stock - Domestic  -   -   -   - 
Common stock - International  2,554   16,704   -   19,258 
Corporate debt3
  1,071   632   -   1,703 
Mutual funds - Fixed income  1,000   -   (5)  995 
Mutual funds - Domestic equity  394   22   -   416 
Other  -   -   -   - 
Total available-for-sale securities4
  5,019   17,358   (5)  22,372 
Total securities at fair value $12,634  $17,384  $(213) $29,805 

  June 30, 2017 
(dollars in thousands) Cost  Gains  (Losses)  Fair Value 
Trading securities1
            
Mutual funds - Fixed income $8,884  $50  $(7) $8,927 
Mutual funds - Domestic equity  535   -   (157)  378 
Other  45   -   (45)  - 
Offshore fund  1,184   -   (769)  415 
Total trading securities  10,648   50   (978)  9,720 
                 
Available-for-sale securities2
                
Common stock - Domestic  109   4   -   113 
Common stock - International  191   12   -   203 
Corporate debt3
  1,042   427   -   1,469 
Mutual funds - Fixed income  1,148   1   (5)  1,144 
Mutual funds - Domestic equity  394   12   -   406 
Other  56   10   -   66 
Total available-for-sale securities4
  2,940   466   (5)  3,401 
Total securities at fair value $13,588  $516  $(983) $13,121 

1Unrealized and realized gains and losses on trading securities are included in earnings in the statement of operations.
2Unrealized gains and losses on available-for-sale securities are excluded from earnings and recorded in other comprehensive income as a separate component of shareholders’ equity until realized.
3Corporate debt matures in 2024.
4
Net unrealized gains (losses) on available-for-sale securities gross and net of tax as of December 31, 2017, are $17,353 and $13,847, respectively, and as of June 30, 2017, are $461 and $461, respectively.

On December 31, 2017,2022, respectively, and investments in HIVE Blockchain Technologies Ltd. (“HIVE”), which were warrants and convertible debentures valued at $10.4 million at September 30, 2022, and $11.1 million at June 30, 2022. For these investments, the maximum amount of loss due to credit risk the Company had $8.8 million at fair value invested in USGIF. These investments were included incould incur is the Consolidated Balance Sheets and the table above as “trading securities” and “available-for-sale securities.”

Investment income can be volatile and varies depending on market fluctuations, the Company’s ability to participate in investment opportunities, and timing of transactions. The Company expects that gains and losses will continue to fluctuate in the future.


Investment income (loss) from the Company’s investments includes:

•  realized gains and losses on sales of securities;
•  unrealized gains and losses on trading securities;
•  realized foreign currency gains and losses;
•  other-than-temporary impairments on available-for-sale securities;
•  other-than-temporary impairments on held-at-cost securities; and
•  dividend and interest income.

The following summarizes investment income (loss) reflected in earnings for the periods discussed:

  Six Months Ended  Three Months Ended 
(dollars in thousands) December 31,  December 31, 
Investment Income 2017  2016  2017  2016 
Realized gains on sales of available-for-sale securities $31  $31  $24  $31 
Realized losses on sales of trading securities  (736)  -   (82)  - 
Unrealized gains (losses) on trading securities  746   (26)  60   (125)
Realized foreign currency gains (losses)  (19)  (5)  3   (7)
Other-than-temporary declines in available-for-sale securities  -   (16)  -   - 
Dividend and interest income  430   518   238   350 
Total Investment Income $452  $502  $243  $249 

Included in investment income were other-than temporary declines in value on available-for-sale securities of approximately $16,000 for the six months ended December 31, 2016. There were no impairment losses for the three and six months ended December 31, 2017, or the three months ended December 31, 2016. During the six months ended December 31, 2016, impairment losses resulted from fair values of securities being lower than book value, and two securities with a combined cost basis of $98,000 were written down to a combined fair value of $82,000. In making these determinations, the Company considered the length of time and extent to which the fair value has been less than cost basis, financial condition and prospects of the issuers and the Company’s ability to hold the investment until recovery.

Unrealized Losses

The following tables show the gross unrealized losses and fair values of available-for-sale investment securities with unrealized losses aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position. The Company reviewed the gross unrealized losses shown as of December 31, 2017, and determined that the losses were not other-than-temporary based on consideration of the nature of the investment and the cause, severity and duration of the loss.

  December 31, 2017 
  Less Than 12 Months  12 Months or Greater  Total 
     
Gross
Unrealized
     
Gross
Unrealized
     
Gross
Unrealized
 
(dollars in thousands) Fair Value  Losses  Fair Value  Losses  Fair Value  Losses 
Available-for-sale securities                  
Common stock - Domestic $-  $-  $-  $-  $-  $- 
Common stock - International  -   -   -   -   -   - 
Corporate debt  -   -   -   -   -   - 
Mutual funds - Fixed income  995   (5)  -   -   995   (5)
Mutual funds - Domestic equity  -   -   -   -   -   - 
Other  -   -   -   -   -   - 
Total available-for-sale securities $995  $(5) $-  $-  $995  $(5)




  June 30, 2017 
  Less Than 12 Months  12 Months or Greater  Total 
     
Gross
Unrealized
     
Gross
Unrealized
     
Gross
Unrealized
 
(dollars in thousands) Fair Value  Losses  Fair Value  Losses  Fair Value  Losses 
Available-for-sale securities                  
Common stock - Domestic $-  $-  $-  $-  $-  $- 
Common stock - International  -   -   -   -   -   - 
Corporate debt  -   -   -   -   -   - 
Mutual funds - Fixed income  -   -   95   (5)  95   (5)
Mutual funds - Domestic equity  -   -   -   -   -   - 
Other  -   -   -   -   -   - 
Total available-for-sale securities $-  $-  $95  $(5) $95  $(5)

instruments.

Fair Value Hierarchy


ASC 820,

Fair Value Measurement and Disclosures, defines fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 establishes a hierarchy that prioritizes inputs toThe valuation techniques described below maximize the use of observable inputs and minimize the use of unobservable inputs in determining fair value.

The inputs used to measure fair value and requires companies to disclose the fair value of theirfor measuring financial instruments according to a fair value hierarchy (i.e., Levels 1, 2, and 3 inputs, as defined below). The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.


Financial instruments measured and reported at fair value are classified and disclosedsummarized in one of the following categories:
three broad levels listed below:

Level 1Valuations based onInputs represent unadjusted quoted prices in active markets for identical assets exchanged in active markets.

Level 2 – Inputs include directly or liabilities at the reporting date. Since valuations are based onindirectly observable inputs (other than Level 1 inputs) such as quoted prices that are readily and regularly availablefor similar assets exchanged in an active market, value of these products does not entail a significant degree of judgment.

Level 2 – Valuations based onor inactive markets; quoted prices for identical assets exchanged in markets for which not all significantinactive markets; other inputs are observable, directly or indirectly. Corporate debt securities valuedthat may be considered in accordance withfair value determinations of the evaluated price supplied by an independent service are categorizedassets, such as Level 2 in the hierarchy. Other securities categorized as Level 2 include securities valued at the mean between the last reported bidinterest rates and ask quotationyield curves; and securities valued with an adjustment to the quoted price due to restrictions.
Level 3 – Valuations based on inputs that are derived principally from or corroborated by observable market data by correlation or other means.

Level 3 – Inputs include unobservable inputs used in the measurement of assets. The Company is required to use its own assumptions regarding unobservable inputs because there is little, if any, market activity in the assets and significantit may be unable to corroborate the fair value measurement.


related observable inputs. Unobservable inputs require management to make certain projections and assumptions about the information that would be used by market participants in valuing assets.

The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the financial instrument. The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with the investing in those securities. Because of the inherent uncertainties of valuation, the values reflected may materially differ from the values received upon actual sale of those investments.

The Company has established a Proprietary Valuation Committee (the “Committee”) to administer and oversee the Company’s valuation policies and procedures, which are approved by the Board of Directors, and to perform a periodic review of valuations provided by independent pricing services.

Page 12


For actively traded securities, the Company values investments using the closing price of the securities on the exchange or market on which the securities principally trade. If the security is not traded on the last business day of the quarter, it is generally valued at the mean between the last bid and ask quotation. The fair value of a security that has a restriction is based on the quoted price for an otherwise identical unrestricted instrument that trades in a public market, adjusted for the estimated effect of the restriction. Mutual funds, which include open- and closed-end funds exchange-traded funds, and offshoreexchange-traded funds, are valued at net asset value or closing price, as applicable. Certain corporate debt securities

For common share purchase warrants not traded on an exchange, the estimated fair value is determined using the Black-Scholes option-pricing model. This sophisticated model utilizes a number of assumptions in arriving at its results, including the estimated life, the risk-free interest rate, and historical volatility of the underlying common stock. The Company may bechange the assumption of the risk-free interest rate and utilize the yield curve for instruments with similar characteristics, such as credit ratings and jurisdiction, or change the expected volatility. The effects of changing any of the assumptions or factors employed by the Black-Scholes model may result in a significantly different valuation.

Certain convertible debt securities not traded on an exchange are valued by an independent pricing service using an evaluated quotea binomial lattice model based on factors such factors as institutional-size trading in similar groups of securities, yield, quality, maturity, coupon rate, type of issuance, and individual trading characteristics of the underlying common shares and other market data. As partThe model utilizes a number of assumptions in arriving at its independent price verification process,results. The effects of changing any of the Company periodically reviewsassumptions or factors utilized in the binomial lattice model, including expected volatility, credit adjusted discount rates, and discounts for lack of marketability, may result in a significantly different valuation for the securities.

For other securities included in the fair value provided byhierarchy with unobservable inputs, the pricing service using information such as transactions in these investments, broker quotes, market transactions in comparable investments, general market conditions and the issuer’s financial condition. Certain debt securities may be valued based on review of similarly structured issuances in similar jurisdictions, when possible, or based on other traded debt securities issued by the issuer. The Company also takes into consideration numerous other factors that could affect valuation such as overall market conditions, liquidity of the security and bond structure. Securities for which market quotations are not readily available are valued at their fair value as determined by the portfolio management team. The portfolio management team includes representatives from the investment, accounting and legal/compliance departments. The portfolio management team meets periodically to considerCommittee considers a number of factors in determining a security’s fair value, including the security’s trading volume, market values of similar class issuances, investment personnel’s judgment regarding the market experience of the issuer, financial status of the issuer, the issuer’s management, and back testing, as appropriate. The fair values may differ from what may have been used had a broader market for these securities existed. The portfolio management teamCommittee reviews inputs and assumptions and reports material items to the boardBoard of directors.

Directors. Securities which do not have readily determinable fair values are also periodically reviewed by the Committee.

The following tables summarize the major categories of investments with fair values adjusted on a recurring basis as of September 30, 2022, and June 30, 2022, and other investments with fair values adjusted on a nonrecurring basis, with fair values shown according to the fair value hierarchy.

  

September 30, 2022 (As Restated)

 
      

Significant

  

Significant

     
  Quoted  Other  Unobservable     
  

Prices

  

Inputs

  

Inputs

     

(dollars in thousands)

 

(Level 1)

  

(Level 2)

  

(Level 3)

  

Total

 

Investments carried at fair value on a recurring basis:

                

Investments in equity securities:

                

Equities - International

 $1,100  $-  $535  $1,635 

Mutual funds - Fixed income

  11,963   -   -   11,963 

Mutual funds - Global equity

  608   -   -   608 

Total investments in equity securities:

 $13,671  $-  $535  $14,206 

Investments in debt securities:

                

Available-for-sale - Convertible debentures

  -   -   9,866   9,866 

Total investments carried at fair value on a recurring basis:

 $13,671  $-  $10,401  $24,072 

Investments carried at fair value on a nonrecurring basis:

                

Other investments (1)

 $-  $-  $1,436  $1,436 

1.

Other investments include equity securities without readily determinable fair values that were adjusted as a result of the measurement alternative on dates during the three months ended September 30, 2022. These securities are classified as level 3 due to the infrequency of the observable price changes and/or restrictions on the shares.



 
  

June 30, 2022

 
      

Significant

  

Significant

     
  Quoted  Other  Unobservable     
  

Prices

  

Inputs

  

Inputs

     

(dollars in thousands)

 

(Level 1)

  

(Level 2)

  

(Level 3)

  

Total

 

Investments carried at fair value on a recurring basis:

                

Investments in equity securities:

                

Equities - International

 $1,024  $-  $515  $1,539 

Mutual funds - Fixed income

  12,138   -   -   12,138 

Mutual funds - Global equity

  623   -   -   623 

Total investments in equity securities:

 $13,785  $-  $515  $14,300 

Investments in debt securities:

                

Available-for-sale - Convertible debentures

  -   -   10,625   10,625 

Total investments carried at fair value on a recurring basis:

 $13,785  $-  $11,140  $24,925 

Investments carried at fair value on a nonrecurring basis:

                

Other investments (1)

 $-  $-  $781  $781 

1.

Other investments include equity securities without readily determinable fair values that were adjusted as a result of the measurement alternative on dates during the fiscal year ended June 30, 2022. These securities are classified as level 3 due to the infrequency of the observable price changes and/or restrictions on the shares.

The following presents fair value measurements,securities classified as of December 31, 2017,Level 3 and June 30, 2017, for the major categories of U.S. Global’s investments measuredcarried at fair value on a recurring basis:


  December 31, 2017 
  Quoted Prices  
Significant
Other
Inputs
  
Significant
Unobservable
Inputs
    
(dollars in thousands) (Level 1)  (Level 2)  (Level 3)  Total 
Trading securities            
Mutual funds - Fixed income $7,061  $-  $-  $7,061 
Mutual funds - Domestic equity  372   -   -   372 
Other  -   -   -   - 
Offshore fund investment measured at net asset value1
              - 
Total trading securities  7,433   -   -   7,433 
Available-for-sale securities                
Common stock - Domestic  -   -   -   - 
Common stock - International  158   19,100   -   19,258 
Corporate debt  -   1,703   -   1,703 
Mutual funds - Fixed income  995   -   -   995 
Mutual funds - Domestic equity  416   -   -   416 
Other  -   -   -   - 
Total available-for-sale securities  1,569   20,803   -   22,372 
Total securities at fair value $9,002  $20,803  $-  $29,805 

  June 30, 2017 
  Quoted Prices  
Significant
Other
Inputs
  
Significant
Unobservable
Inputs
    
(dollars in thousands) (Level 1)  (Level 2)  (Level 3)  Total 
Trading securities            
Mutual funds - Fixed income $8,927  $-  $-  $8,927 
Mutual funds - Domestic equity  378   -   -   378 
Other  -   -   -   - 
Offshore fund investment measured at net asset value1
              415 
Total trading securities  9,305   -   -   9,720 
Available-for-sale securities                
Common stock - Domestic  113   -   -   113 
Common stock - International  203   -   -   203 
Corporate debt  1,469   -   -   1,469 
Mutual funds - Fixed income  1,144   -   -   1,144 
Mutual funds - Domestic equity  406   -   -   406 
Other  66   -   -   66 
Total available-for-sale securities  3,401   -   -   3,401 
Total securities at fair value $12,706  $-  $-  $13,121 

1In accordance with Subtopic 820-10, certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Consolidated Balance Sheets.

As of December 31, 2017, approximately 30 percent of the Company’s financial assets measured at fair value were classified as Level 1 and 70 percent of the Company’s financial assets measured at fair value were classified as Level 2. As of June 30, 2017, 100 percent of the Company’s financial assets were classifiedbasis in the fair value hierarchy as Level 1. The Company recognizes transfers between levels at the end of each quarter.


During the quarter ended September 30, 2017, the Company investedpreceding tables are investments in 10 million common shares of HIVE Blockchain Technologies Ltd. (“HIVE”), which were warrants and convertible debentures valued at $10.4 million at September 30, 2022, and $11.1 million at June 30, 2022. The Company utilizes an independent third-party to estimate the fair values of the investments in HIVE.

The following table is a reconciliation of investments recorded at fair value for which unobservable inputs (Level 3) were used in determining fair value during the three months ended September 30, 2022.

Changes in Level 3 Assets Measured at Fair Value on a Recurring Basis

  

September 30, 2022 (As Restated)

 
  

Investments in

  

Investments in

 

(dollars in thousands)

 

equity securities

  

debt securities

 

Beginning Balance

 $515  $10,625 

Principal repayments

  -   (750)

Amortization of day one premium

  -   (71)

Accretion of bifurcation discount

  -   209 

Total unrealized gains or losses included in:

        

Investment Income (Loss)

  20   469 

Other Comprehensive Income (Loss)

  -   (616)

Ending Balance

 $535  $9,866 

During the third quarter of fiscal year 2021, the Company purchased convertible securities of HIVE, a company that is headquartered and traded in Canada with cryptocurrency mining facilities in Iceland, Sweden, and Sweden,Canada, for $15.0 million. The convertible securities are comprised of 8.0% interest-bearing unsecured convertible debentures, payable in quarterly installments with a final maturity in January 2026, and 5 million common share purchase warrants in the capital of HIVE. Under the original terms, the principal amount of each debenture was convertible into common shares in the capital of HIVE at a costconversion rate of $2.4 million. The shares held by$2.34, and each whole warrant, expiring in January 2024, entitled the Company are restricted for resale until mid-March 2018 and are also subject to Canadian insider regulations. The original restriction onacquire one common share at a price of $3.00 (Canadian). Under the shares until January 2018 was extended to mid-March 2018 to facilitate additional share offerings by HIVE. The investment, classified as available-for-sale, was valued at approximately $19.1 million at December 31, 2017, based oncurrent terms, which reflect a reverse stock split, the quoted market price adjusted for the restriction on resale andprincipal amount of each debenture is classified as Level 2convertible into common shares in the fair value hierarchy.capital of HIVE at a conversion rate of $11.70, and each five whole warrants entitles the Company to acquire one common share at a price of $15.00 (Canadian). The remaining principal amount was $9.8 million as of September 30, 2022. Cryptocurrency markets and related stockssecurities have been, and are expected to continue to be, volatile. Cryptocurrency mining is considered an early stage high-risk industry, and the nature of mining is expected to evolve. There is potential forhas been significant volatility in the market price of HIVE, which couldhas materially impactimpacted the investment’s value of the investments included on the balance sheet, unrealized gain recognized in investment income (loss), and unrealized gain (loss) recognized in other comprehensive income. A unit trust investment fund managed by Galileo, described below under Investment Classified as Equity Method, also holds common shares of HIVE.income (loss). The Company had a directinvestments did not represent ownership ofin HIVE of approximately 3.3 percent as of December 31, 2017, and a combined direct and indirect ownership of HIVE of approximately 4.0 percent as of December 31, 2017.September 30, 2022, or June 30, 2022. The securities are subject to Canadian securities regulations. Frank Holmes isserves on the non-executiveboard as executive chairman of HIVE and held shares and options at September 30, 2022. Effective August 31, 2018, Mr. Holmes was named Interim CEO and Interim Executive Chairman of HIVE. Effective December 31, 2017.22, 2020, Mr. Holmes became the Executive Chairman of HIVE.

The Company recorded the warrants at the estimated fair value of $5.9 million on purchase date. The debentures were recorded at the estimated fair value of $16.0 million on purchase date, and an unrealized gain of $6.9 million was recognized in other comprehensive income (loss), which will be realized in investment income (loss) ratably using the effective interest method until maturity, conversion, or other disposition. During the three months ended September 30, 2022, $469,000 was realized in investment income (loss). During the three months ended September 30, 2021, $602,000 was realized in investment income (loss). The fair value of the warrants and debentures was $535,000 and $9.9 million, respectively, at September 30, 2022, and $515,000 and $10.6 million, respectively, at June 30, 2022.

Page 14

The Company currently considers the fair value measurements of HIVE convertible securities to contain Level 3 inputs. The following is quantitative information as of September 30, 2022, with respect to the securities measured and carried at fair value on a recurring basis with the use of significant unobservable inputs (Level 3).

  

September 30, 2022 (As Restated)

 

(dollars in thousands)

 

Fair Value

 

Principal Valuation Techniques

 

Unobservable Inputs

 

Investments in equity securities:

           

Common share purchase warrants

 $535 

Option pricing model

      
       

Volatility

  92.1%

Investments in debt securities:

           

Available-for-sale - Convertible debentures

 $9,866 

Binomial lattice model

      
       

Volatility

  94.2%
       

Credit Adjusted Discount Rate

  5.5%

During the fiscal year ended June 30, 2022, the Company sold its investment in Thunderbird Entertainment Group Inc. (“Thunderbird”), a company headquartered and traded in Canada. During the three months ended September 30, 2021, the Company sold approximately 779,000 shares and realized gains on the sales in the amount of $1.8 million. The Company did not have ownership of Thunderbird as of September 30, 2022. Frank Holmes served on the board of this company as a director from June 2014 to March 2021.

Equity Investments at Fair Value

Investments in equity securities with readily determinable fair values are carried at fair value, and changes in unrealized gains or losses are reported in current period earnings.

The following details the components of the Company’s equity investments carried at fair value as of September 30, 2022, and June 30, 2022.

  

September 30, 2022 (As Restated)

 

(dollars in thousands)

 

Cost

  

Unrealized Gains (Losses)

  

Fair Value

 

Equity securities at fair value

            

Equities - International

 $6,680  $(5,045) $1,635 

Equities - Domestic

  45   (45)  - 

Mutual funds - Fixed income

  12,313   (350)  11,963 

Mutual funds - Global equity

  929   (321)  608 

Total equity securities at fair value

 $19,967  $(5,761) $14,206 

  

June 30, 2022

 

(dollars in thousands)

 

Cost

  

Unrealized Gains (Losses)

  

Fair Value

 

Equity securities at fair value

            

Equities - International

 $6,680  $(5,141) $1,539 

Equities - Domestic

  45   (45)  - 

Mutual funds - Fixed income

  12,313   (175)  12,138 

Mutual funds - Global equity

  929   (306)  623 

Total equity securities at fair value

 $19,967  $(5,667) $14,300 

Debt Investments

Investments in debt securities are classified on the acquisition dates and at each balance sheet date. Securities classified as held-to-maturity are carried at amortized cost, reflecting the ability and intent to hold the securities to maturity. Debt securities classified as trading are acquired with the intent to sell in the near term and are carried at fair value with changes reported in earnings. All other debt securities are classified as available-for-sale and are carried at fair value.

Page 15

Investment gains and losses on available-for-sale debt securities are recorded when the securities are sold, as determined on a specific identification basis, and recognized in current period earnings. Changes in unrealized gains on available-for-sale debt securities are reported net of tax in accumulated other comprehensive income (loss). For debt securities in an unrealized loss position, a loss in earnings is recognized for the excess of amortized cost over fair value if the Company intends to sell before the price recovers. Otherwise, the Company evaluates as of the balance sheet date whether the unrealized losses are attributable to credit losses or other factors. The severity of the decline in value, creditworthiness of the issuer and other relevant factors are considered. The portion of unrealized loss the Company believes is related to a credit loss is recognized earnings, and the portion of unrealized loss the Company believes is not related to a credit loss is recognized in other comprehensive income.

The following details the components of the Company’s available-for-sale debt investments as of September 30, 2022, and June 30, 2022.

  

September 30, 2022 (As Restated)

 

(dollars in thousands)

 

Amortized Cost

  

Gross Unrealized Gains in Other Comprehensive Income (Loss)

  

Gross Unrealized Losses in Investment Loss

  

Fair Value

 

Available-for-sale - Convertible debentures(1)

 $8,433  $3,972  $(2,539) $9,866 

  

June 30, 2022

 

(dollars in thousands)

 

Amortized Cost

  

Gross Unrealized Gains in Other Comprehensive Income (Loss)

  

Gross Unrealized Losses in Investment Loss

  

Fair Value

 

Available-for-sale - Convertible debentures(1)

 $8,576  $4,588  $(2,539) $10,625 

1.

Changes in unrealized gains and losses are included in the statement of comprehensive income (loss), except for embedded derivatives. Changes in unrealized gains and losses for embedded derivatives are included in investment income (loss) in the statement of operations.

The following details the components of the Company’s held-to-maturity debt investments as of September 30, 2022, and June 30, 2022.

  

September 30, 2022

 

(dollars in thousands)

 

Amortized Cost

  

Gross Unrecognized Holding Gains

  

Gross Unrecognized Holding Losses

  

Fair Value

 

Held-to-maturity - Debentures(1)

 $1,000  $-  $(202) $798 

  

June 30, 2022

 

(dollars in thousands)

 

Amortized Cost

  

Gross Unrecognized Holding Gains

  

Gross Unrecognized Holding Losses

  

Fair Value

 

Held-to-maturity - Debentures(1)

 $1,000  $-  $(133) $867 

1.

Held-to-maturity debt investments are carried at amortized cost, and the fair value is classified as Level 2 according to the fair value hierarchy.

At September 30, 2022, and June 30, 2022, the Company held $1.0 million in one security classified as held-to-maturity. The security had an estimated fair value that was lower than the carrying value by $202,000 at September 30, 2022, and $133,000 at June 30, 2022. We have evaluated the unrealized loss on the security at September 30, 2022, and determined it to be of a temporary nature and caused by fluctuations in market interest rates, not by concerns about the ability of the issuer to meet their obligations. The security has been in a loss position for less than 12 months.

The following summarizes the net carrying amount and estimated fair value of debt securities at September 30, 2022, by contractual maturity dates. Actual maturities may differ from final contractual maturities due to principal repayment installments or prepayment rights held by issuers.

  

September 30, 2022 (As Restated)

 
  

Available-for-sale

  

Held-to-maturity

 
  

debt securities

  

debt securities

 
  

Convertible

  

Due after one year

 

(dollars in thousands)

 

debentures(1)

  

through five years

 

Net Carrying Amount

 $8,433  $1,000 

Fair Value

 $9,866  $798 

1.

Principal payments of $750,000 are due quarterly with a final maturity date in January 2026.

Page 16

Certain derivatives embedded in other financial instruments, such as the conversion option in a convertible bond, are reported at fair value, and changes in fair value are recorded through earnings within investment income (loss). The host contract continues to be accounted for in accordance with the appropriate accounting standard. The embedded derivative and the related host contract represent one legal contract and are combined on the Consolidated Balance Sheets and the preceding tables. The Company held one financial instrument containing an embedded derivative, which represents an investment in HIVE, at September 30, 2022, and June 30, 2022.

The following table summarizes the fair values of embedded derivatives on the Consolidated Balance Sheet, categorized by risk exposure, at September 30, 2022, and June 30, 2022.

  

September 30, 2022

  

June 30, 2022

 
  

Other Assets

  

Other Assets

 
  

Investments in

  

Investments in

 
  

available-for-sale

  

available-for-sale

 

(dollars in thousands)

 

debt securities

  

debt securities

 

Embedded Derivatives:

        

Equity price risk exposure

 $3  $3 

The following table presents the effect of embedded derivatives on the Consolidated Statements of Operations, categorized by risk exposure, for the three months ended September 30, 2022, and 2021.

  

Three Months Ended

 
  September 30, 
  

2022

  

2021

 
  

Other Income (Loss)

  

Other Income (Loss)

 

(dollars in thousands)

 

Investment Loss

  

Investment Loss

 

Embedded Derivatives:

        

Equity price risk exposure

 $-  $(438)

Other Investments

Other investments consist of equity investments in entities over which the Company is unable to exercise significant influence and which do not have readily determinable fair values. For these securities, the Company generally elects to value using the measurement alternative, under which such securities are measured at cost, less impairment, if any. If the Company identifies observable price changes for identical or similar securities of the same issuer, the equity security is measured at fair value as of the date the observable transaction occurred, with such changes recorded in investment income (loss).

The carrying value of equity securities without readily determinable fair values was approximately $4.0 million as of June 30, 2022. The following table presents the carrying value of equity securities without readily determinable fair values held as of September 30, 2022, and 2021, that are measured under the measurement alternative and the related adjustments recorded during the periods presented for those securities with observable price changes or impairments. These securities are included in the nonrecurring fair value hierarchy tables when applicable price changes are observable, or when impairments occur.

  

Three Months Ended

 
  

September 30,

 

(dollars in thousands)

 

2022

  

2021

 

Other Investments

        

Carrying value

 $2,630  $3,453 

Upward carrying value changes

 $-  $- 

Downward carrying value changes/impairment

 $(1,839) $- 

The period-end carrying values reflect cumulative purchases and sales in addition to upward and downward carrying value changes. The cumulative amount of upward adjustments to all equity securities without readily determinable fair values total $2.5 million since their respective acquisitions through September 30, 2022. The cumulative amount of impairments and other downward adjustments, which include return of capital distributions and observable price changes, to all equity securities without readily determinable fair values total $3.3 million since their respective acquisitions through September 30, 2022.

The Company has available-for-sale investmentsan investment in corporate debt securities maturingThe Sonar Company (“Sonar”), a company headquartered in 2024 which were valuedthe United States, at $1.7 milliona cost of $175,000. The investment had a carrying value of approximately $362,000 at September 30, 2022, and at June 30, 2022. Roy D. Terracina, Director and Vice Chairman of the Board of Directors for U.S. Global, has served as the CEO of Sonar since July 2021, and the Company’s ownership of Sonar was approximately 2.8 percent as of December 31, 2017, based on the mean between the last reported bid/ask quotation and were classifiedSeptember 30, 2022.

Page 17

Investments Classified as Level 2. As of June 30, 2017, these securities were valued at $1.5 million based on a quoted price on the reporting date and were classified as Level 1.


Equity Method

The Company had an equity method investment in an affiliated offshore fund, classified as trading,Galileo New Economy Fund LP through its dissolution date, which invested in companies in the energy and natural resources sectors. The fair value of this investment was estimated based on the net asset value per share at $415,000 as of June 30, 2017. This offshore fund liquidatedoccurred during the currentthird quarter of fiscal year, with partial liquidation proceeds received in2022. The Company owned approximately 22 percent of the quarter ended September 30, 2017,LP prior to dissolution, and final proceeds received during the quarter ended December 31, 2017.


Investment Classified as Equity Method

During the quarter ended September 30, 2017, the Company through USCAN, invested approximately $500,000 in the Galileo Partners Fund, a Canadian unit trust investment fund managed by Galileo. This fund’s primary investment is in HIVE, the same company described above that the Company has also invested in directly; the fund held 6.5 million common shares of HIVE as of December 31, 2017. This concentration may result in volatility in the valuation of the Galileo Partners Fund. The Company owns approximately 30 percent of Galileo Partners Fund and iswas considered to have the ability to exercise significant influence. Thus, the investment iswas accounted for under the equity method of accounting. Under the equity method, the Company’s proportional share of the fund’s net income or loss, which primarily consists of realized and unrealized gains and losses on investments offset by fund expenses, is recognized in the Company’s earnings. Included in other income (loss) for the three and six months ending December 31, 2017,ended September 30, 2021, is $1.2 million and $2.7 million, respectively,$15,000 of equity method income for this investment. Upon dissolution, the Company received a distribution, which included cash of Galileo Partners Fund. The Company’s$85,000, and common shares of an investment held in the fund was valued atLP, which had a fair value of approximately $3.3 million at December 31, 2017.$228,000 when received. Frank Holmes also directly held an investment in the fund as of December 31, 2017.

SummarizedLP and received dissolution proceeds related to his direct investment.

Investment Income (Loss)

Investment income statement information on the Galileo Partners Fund since(loss) from the Company’s investments includes:

realized gains and losses on sales of securities;

realized gains and losses on principal payment proceeds;

unrealized gains and losses on securities at fair value;

impairments and observable price changes on equity investments without readily determinable fair values;

dividend and interest income; and

realized foreign currency gains and losses.

The following summarizes investment is as follows:


Galileo Partners Fund   
Summary Financial Information   
For the Period from August 31, 2017 (investment) to December 31, 2017 
(dollars in thousands)   
Realized gains on sales of investments $1,921 
Unrealized gains on investments  9,612 
Fund fees and expenses, including performance fees  (2,810)
Net income of fund $8,723 
     
Company's share of income from equity method investment $2,731 

Subsequent to December 31, 2017,income (loss) reflected in earnings for the Company redeemed a portion of its investmentperiods presented.

 

Three Months Ended

 
 September 30, 

(dollars in thousands)

2022

  

2021

 
 As Restated   

Investment loss

  

Realized gains on equity securities

$-  $1,809 

Realized gains on debt securities

 469   602 

Unrealized losses on equity securities

 (1,930)  (2,358)

Unrealized losses on embedded derivatives

 -   (438)

Dividend and interest income

 418   497 

Realized foreign currency losses

 (417)  (146)

Total Investment Loss

$(1,460) $(34)

For the three months ended September 30, 2022, realized gains on principal payment proceeds in the Galileo Partners Fund. See Note 12, Subsequent Event, for further information.amount of $469,000 was released from other comprehensive income (loss). For the three months ended September 30, 2021, realized gains on principal payment proceeds in the amount of $602,000 was released from other comprehensive income (loss).

The following table presents unrealized gains and losses recognized during the three months ended September 30, 2022, and 2021, on equity investments still held at each respective date.

  

Three Months Ended

 
  

September 30,

 

(dollars in thousands)

 

2022

  

2021

 
  As Restated   

Net gains (losses) recognized during the period on equity securities

 $(1,930) $(549)

Less: Net gains (losses) recognized during the period on equity securities sold during the period

  -   1,809 

Net unrealized gains (losses) recognized during the reporting period on equity securities still held at the reporting date (1)

 $(1,930) $(2,358)

1.

Includes $1.8 million for the three months ended September 30, 2022, of net losses as a result of the measurement alternative. There were no net gains (losses) as a result of the measurement alternative for the three months ended September 30, 2021.

Investment income (loss) can be volatile and varies depending on market fluctuations, the Company’s ability to participate in investment opportunities, and timing of transactions. The Company expects that gains and losses will continue to fluctuate in the future.

Page 18

NOTE 3.4. INVESTMENT MANAGEMENT AND OTHER FEES


The following table presents operating revenues disaggregated by performance obligation.

  

Three Months Ended

 
  

September 30,

 

(dollars in thousands)

 

2022

  

2021

 

ETF advisory fees

 $3,913  $5,316 

USGIF advisory fees

  610   966 

USGIF performance fees earned (paid)

  (146)  188 

Total Advisory Fees

  4,377   6,470 

USGIF administrative services fees

  35   51 

Total Operating Revenue

 $4,412  $6,521 

The Company serves as investment advisor to three U.S.-based exchange-traded funds (ETFs): U.S. Global Jets ETF (ticker JETS), U.S. Global GO GOLD and Precious Metal Miners ETF (ticker GOAU), and U.S. Global Sea to Sky Cargo ETF (ticker SEA). The Company receives a unitary management fee of 0.60 percent of average net assets of the ETFs, and has agreed to bear all expenses of the ETFs, except the U.S. Global Sea to Sky Cargo ETF. The Company has agreed to contractually limit the expenses of the U.S. Global Sea to Sky Cargo ETF through April 2023. The Company also serves as investment advisor to one European-based ETF, the U.S. Global Jets UCITS ETF. The Company receives a unitary management fee of 0.65 percent of average net assets and has agreed to bear all expenses of the ETF.

The Company serves as investment adviser to USGIF and receives a fee based on a specified percentage of netaverage assets under management. The Company recorded base advisory fees from USGIF totaling $1.2 million and $2.3 million, respectively, for the three and six months ended December 31, 2017, compared with $1.2 million and $2.6 million, respectively, for the corresponding periods in the prior fiscal year.



The advisory agreement for the equity funds within USGIF provides for a base advisory fee that is adjusted upwards or downwards by 0.25 percent when there is a performance difference of 5 percent or more between a fund’s performance and that of its designated benchmark index over the prior rolling 12 months. For the three and six months ended December 31, 2017, the Company realized a decrease in its base advisory fees from USGIF of $192,000 and $308,000, respectively. For the three and six months ended December 31, 2016, the Company realized a (decrease) increase in its base advisory fees from USGIF of ($9,000) and $30,000, respectively.

The Company has agreed to contractually limit the expenses of the Near-Term Tax Free Fund and the Global Luxury Goods Fund through April 2018. 2023. The Company has voluntarily waived or reduced its fees and/or agreed to pay expenses on the remaining USGIF funds. These caps will continue on a voluntary basis at the Company’s discretion. The aggregate fees waived and expenses borne by the Company for USGIF were $220,000 for the three and six months ended December 31, 2017, were $102,000 and $334,000, respectively,September 30, 2022, compared with $313,000 and $546,000, respectively,$158,000, for the corresponding periodsperiod in the prior fiscal year. Management cannot predict the impact of future waivers due to the number of variables and the range of potential outcomes.


The Company receives administrative service fees from USGIF based on an annual rate of 0.05 percent on the average daily net assets at an annual rate 0.05 percent per investor class and 0.04 percent per institutional class of each fund.


The Company also serves as investment advisor to two exchange-traded funds (ETFs). The U.S. Global Jets ETF commenced operations in April 2015, and U.S. Global GO GOLD and Precious Metal Miners ETF commenced operations in June 2017. The Company receives a unitary management fee of 0.60 percent of average net assets and has agreed to bear all expenses of the ETFs. The Company recorded ETF advisory fees totaling $184,000 and $369,000, respectively, for the three and six months ended December 31, 2017, compared with $76,000 and $142,000, respectively, for the corresponding periods in the prior fiscal year.

The Company provided advisory services for offshore clients and receives advisory fees based on the net asset values of the clients and performance fees, if any, based on the overall increase in net asset values. The Company recorded advisory fees from these clients of $2,000 and $3,000, respectively, for the three and six months ended December 31, 2017, compared with $32,000 and $68,000, respectively, for the corresponding periods in the prior fiscal year. The Company recorded no performance fees from these clients for the three and six months ended December 31, 2017, and 2016. Frank Holmes, CEO, served as a director of the offshore clients. The offshore clients completed their respective liquidations in the second quarter of fiscal year 2018.
Galileo provides advisory services for clients in Canada and receives advisory fees based on the net asset values of the clients. Galileo recorded advisory fees from these clients totaling $287,000 and $505,000, respectively, for the three and six months ended December 31, 2017, compared with $303,000 and $603,000, respectively, for the corresponding periods in the prior fiscal year. Galileo may also receive performance fees from certain clients when market appreciation or realized net gains exceeds established benchmarks. Galileo recorded performance fees of $464,000 from these clients for three and six months ended December 31, 2017. The majority of the performance fees recorded in the current period are annual performance fees calculated at calendar year-end. Galileo recorded no performance fees for the three and six months ended December 31, 2016. Galileo may, at its discretion, waive and absorb some of its clients’ operating expenses. The amount of expenses waived and absorbed was $9,000 and $33,000 for the three and months ended December 31, 2017, and $9,000 and $21,000 for the three and months ended December 31, 2016, respectively. On September 29, 2017, Galileo launched its first ETF, U.S. Global GO GOLD and Precious Metal Miners ETF (ticker GOGO), on the Toronto Stock Exchange.

As of December 31, 2017,September 30, 2022, the Company had just over $1.0$1.4 million in receivables from fund clients, of which $381,000$144,000 was from USGIF $605,000and $1.2 million was from Galileothe ETFs. As of June 30, 2022, the Company had $1.6 million in receivables from fund clients, of which $188,000 was from USGIF and $63,000$1.4 million was from ETFs.


NOTE 4. NOTES RECEIVABLE5. RESTRICTED AND UNRESTRICTED CASH

The Company maintains its cash deposits with established commercial banks. At times, balances may exceed federally insured limits. We have not experienced any losses in such accounts and do not believe that we are exposed to any significant credit risk associated with our cash deposits. Restricted cash represents cash invested in a money market account as collateral for credit facilities that is not available for general corporate use.

A reconciliation of cash, cash equivalents, and restricted cash reported from the consolidated balance sheets to the statements of cash flows is shown below.

(dollars in thousands)

 

September 30, 2022

  

June 30, 2022

 

Cash and cash equivalents

 $23,287  $22,314 

Restricted cash

  1,000   1,000 

Total cash, cash equivalents, and restricted cash

 $24,287  $23,314 


NOTE 6. LEASES

The Company has investedlease agreements for office equipment that expire in notes receivable consisting of two promissory notes. One note with a principal amount of $2 million was entered into with an unrelated third party in June 2016 with a one-year maturity. As allowed by the agreement, in June 2017, the initial maturity was extended one-year to June 2018, and the Company received a $50,000 extension fee and all interest to date. The fee, which is included in Notes Receivable on the balance sheet, is amortized to interest income using the interest method over the remaining term of the note. The note bears interest at 12 percent, with 10 percent payable monthly and 2 percent payable at maturity. In case of prepayment, there would be a penaltyfiscal year 2026. Lease expense totaled $23,000 for the amount of lost interest. The balance of this note was approximately $2.0 million at December 31, 2017,three months ended September 30, 2022, and June$39,000 for the three months ended September 30, 2017.

2021.


The other note of $234,000 is with an unrelated third party, has an annual interest rate of 15 percent and matures in 2021. Interest is paid monthly. Principal repayments are scheduled to start in February 2019. The balance of this note was $234,000 at December 31, 2017, and June 30, 2017.

The Company considered the credit quality of the other parties and determined that no allowance for credit losses is necessary.


NOTE 5. BORROWINGS

As

The following table presents the components of December 31, 2017,lease expense included in general and administrative expense on the Consolidated Statements of Operations.

  

Three Months Ended

 
  

September 30,

 

(dollars in thousands)

 

2022

  

2021

 

Finance lease cost:

        

Amortization of right-of-use assets

 $7  $- 

Interest on lease liabilities

  1   - 

Total finance lease cost

  8   - 

Operating lease cost

  -   13 

Short-term lease cost

  15   26 

Total lease cost

 $23  $39 

Supplemental information related to the Company's leases follows.

  

Three Months Ended

 
  

September 30,

 

(dollars in thousands)

 

2022

  

2021

 

Operating cash flows from operating leases included in lease liabilities

 $-  $13 

Lease liabilities obtained from new ROU assets - operating

 $-  $- 

Operating cash flows from financing leases included in lease liabilities

 $1  $- 

Financing cash flows from financing leases included in lease liabilities

 $7  $- 

Lease liabilities obtained from new ROU assets - financing

 $-  $- 

Additional qualitative information concerning the Company’s leases follows.

  

September 30, 2022

  

June 30, 2022

 

Weighted-average remaining lease term - financing leases (years)

  3.00   3.25 

Weighted-average discount rate - financing leases

  4.75%  4.75%

The following table presents the maturities of lease liabilities as of September 30, 2022.

(dollars in thousands)

    

Fiscal Year

 

Finance Leases

 

2023 (excluding the three months ended September 30, 2022)

 $23 

2024

  31 

2025

  31 

2026

  8 

2027

  - 

Total lease payments

  93 

Less imputed interest

  (6)

Total

 $87 

The Company is the lessor of certain areas of its owned office building under operating leases expiring in various months through fiscal year 2025. At the commencement of an operating lease, no income is recognized; subsequently, lease payments received are recognized on a straight-line basis. Lease income included in other income on the Consolidated Statements of Operations was $34,000 and $26,000, for the three months ended September 30, 2022, and 2021, respectively. The cost of obtaining lessor contracts, which is included in other assets on the Consolidated Balance Sheets, was $8,000 and $9,000 at September 30, 2022, and June 30, 2022, respectively.

The following is a summary analysis of annual undiscounted cash flows to be received on leases as of September 30, 2022.

(dollars in thousands)

    

Fiscal Year

 

Operating Leases

 

2023 (excluding the three months ended September 30, 2022)

 $53 

2024

  42 

2025

  36 

2026

  - 

2027

  - 

Thereafter

  - 

Total lease payments

 $131 

The Company may terminate the building leases with one hundred eighty days written notice if it sells the property. If the Company has no borrowingsterminates the lease, the Company will pay the tenant a termination fee of the lesser of six months of the base monthly rent or long-term liabilities except for deferred taxes.the base monthly rent times the number of months remaining in the initial term.


NOTE 7. BORROWINGS

The Company has access to a $1 million credit facility for working capital purposes. The credit agreement requires the Company to maintain certain covenants; the Company has been in compliance with these covenants during the current fiscal year. The credit agreement will expire on May 31, 2018, 2023, and the Company intends to renew annually. The credit facility is collateralized by approximately $1 million at December 31, 2017, shown asSeptember 30, 2022, included in restricted cash on the balance sheet, held in deposit in a money market account at the financial institution that provided the credit facility. As of December 31, 2017,September 30, 2022, the credit facility remains unutilized by the Company.

Page 20


NOTE 6. STOCKHOLDERS’8. STOCKHOLDERS EQUITY


Payment of cash dividends is within the discretion of the Company’s boardBoard of directorsDirectors and is dependent on earnings, operations, capital requirements, general financial condition of the Company, and general business conditions. AThe dividend rate per share was $0.0050 per month for July 2021 through September 2021, and $0.0075 per month for October 2021 through September 2022.

In September 2022, the Board authorized the continuance of the monthly dividend of $0.0025$0.0075 per share was paid for July from October through December 2017 and is authorized through March 2018, 2022, at which time it will be considered for continuation by the Board.


The Board of Directors approvedCompany has a share repurchase program, on December 7, 2012,approved by the Board of Directors, authorizing the Company to annually purchase up to $2.75$5.0 million of its outstanding common shares, as market and business conditions warrant, on the open market in compliance with Rule 10b-1810b-18 and Rule 10b5-1 of the Securities Exchange Act of 1934 through 1934. The repurchase program has been in place since December 31, 2013. In December 2013, December 2014, December 2015, December 2016, 2012, and December 2017, the Board of Directors has annually renewed the repurchase program foreach calendar years 2014, 2015, 2016, 2017, and 2018, respectively.year. The total amountCompany announced on February 25, 2022, that the Board of shares that may be repurchased in calendar year 2018 underDirectors of the renewedCompany approved an increase to the limit of its annual share buyback program isfrom $2.75 million to $5.0 million. The acquired shares may be used for corporate purposes, including shares issued to employees in the Company’s stock-based compensation programs. For the three and six months ended December 31, 2017,September 30, 2022, and 2021, the Company repurchased 36,74839,965 and 45,94713,647 class A shares using cash of $117,000$133,000 and $131,000,$82,000, respectively. For the three and six months ended December 31, 2016, the Company repurchased 32,605 and 47,552 class A shares using cash of $50,000 and $80,000, respectively.


Stock compensation plans

The Company’s stock option plans provide for the granting of class A shares as either incentive or nonqualified stock options to employees and non-employee directors. Options are subject to terms and conditions determined by the Compensation Committee of the Board of Directors. ThereAt September 30, 2022, there were 2,000229,000 options outstanding and exercisable at December 31, 2017,under the 1989 Plan at a weighted average exercise price of $12.31.$6.05, and 2,000 options outstanding and exercisable under the 1997 Plan at a weighted average exercise price of $2.74. At September 30, 2021, there were 231,000 options outstanding and exercisable under the 1989 Plan at a weighted average exercise price of $6.05, and 2,000 options outstanding and exercisable under the 1997 Plan at a weighted average exercise price of $2.74. There were no options granted or exercised for the three months ended September 30, 2022, or2021. There were 2,000 options forfeited for the sixthree months ended December 31, 2017.


The Company accounts for stock-based compensation in accordance with ASC 718 Compensation – Stock CompensationSeptember 30, 2022, and no options forfeited during the three months ended September 30, 2021.

Stock-based compensation expense is recorded formeasured at the grant date based on the fair value of the award, and the cost of stock options.is recognized as expense ratably over the award’s vesting period. There was no stock-based compensation expense for the three and six months ended December 31, 2017, and 2016.September 30, 2022. For the three months ended September 30, 2021, $388,000 was recognized as compensation expense. As of December 31, 2017, and 2016,September 30, 2022, there was no unrecognized share-based compensation cost related to share-based compensationawards granted under the plansplans. As of September 30, 2021, there was $345,000 unrecognized share-based compensation cost related to be recognized overshare-based awards granted under the remainder of their respective vesting periods.plans.


ASU 2016-09, which was issued in March 2016 and became effective for interim and annual reporting periods beginning after December 15, 2016, simplifies several aspects of accounting for employee share-based payment transactions. The Company adopted ASU 2016-09 on July 1, 2017, without a material impact to the consolidated financial statements.

NOTE 7.9. EARNINGS PER SHARE


The basic earnings per share (“EPS”) calculation excludes dilution and is computed by dividing net income by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution of EPS that could occur if options to issue common stock were exercised.


The following table sets forth the computation for basic and diluted EPS:EPS.

  

Three Months Ended

 
  

September 30,

 

(dollars in thousands, except per share data)

 

2022

  

2021

 
  As Restated   

Net Income

 $107  $2,390 
         

Weighted average number of outstanding shares

        

Basic

  14,948,688   15,030,115 

Effect of dilutive securities

        

Stock options

  587   1,084 

Diluted

  14,949,275   15,031,199 
         

Earnings Per Share

        

Basic Net Income per Share

 $0.01  $0.16 

Diluted Net Income per Share

 $0.01  $0.16 

Page 21

  Six Months Ended December 31,  Three Months Ended December 31, 
(dollars in thousands, except per share data) 2017  2016  2017  2016 
Net Income $2,120  $289  $884  $25 
Less: Net Income Attributable to Non-Controlling Interest  101   18   135   17 
Net Income Attributable to U.S. Global Investors, Inc. $2,019  $271  $749  $8 
                 
Weighted average number of outstanding shares                
     Basic  15,171,620   15,229,845   15,160,589   15,218,734 
Effect of dilutive securities                
Employee stock options  -   -   -   - 
Diluted  15,171,620   15,229,845   15,160,589   15,218,734 
                 
Earnings Per Share Attributable to U.S. Global Investors, Inc.                
Basic $0.13  $0.02  $0.05  $- 
Diluted $0.13  $0.02  $0.05  $- 

The diluted EPS calculation excludes the effect of stock options when their exercise prices exceed the average market price for the period.period, as their inclusion would be anti-dilutive. For the three and six months ended December 31, 2017, and 2016, 2,000September 30, 2022, employee stock options for 229,000 were excluded from diluted EPS.


For the three months ended September 30, 2021, employee stock options for 231,000 were excluded from diluted EPS.

During the three and months ended December 31, 2017,September 30, 2022, and 2016,2021, the Company repurchased class A shares on the open market. Upon repurchase, these shares are classified as treasury shares and are deducted from outstanding shares in the earnings per share calculation.


NOTE 8.10. INCOME TAXES


The Company and its non-Canadian subsidiaries file a consolidated U.S. federal income tax return. USCAN and Galileo filefiles a separate tax returnsreturn in Canada. Provisions for income taxes include deferred taxes for temporary differences in the bases of assets and liabilities for financial and tax purposes resulting from the use of the liability method of accounting for income taxes.


The Tax Cuts and Jobs Act (“

Income tax expense for the Act”) was enacted on December 22, 2017. The Act reducesquarter is based upon the U.S. federal corporate tax rate from 35 percent to 21 percent, requires companies to pay a one-time transition tax on earnings of certain foreign subsidiaries that were previously tax deferred and creates new taxes on certain foreign sourced earnings. In the second quarter,estimated annual ordinary income in each jurisdiction in which the Company revised its estimated annualoperates. The tax effects of discrete items are recognized in the tax provision in the period they occur in accordance with U.S. GAAP. Due to various factors, such as the item’s significance in relation to total ordinary income and the rate of tax, discrete items in any quarter can materially impact the reported effective rate to reflect a change in its U.S. federal statutory rate from 34 percent to 21 percent.tax rate. The rate change is effective on January 1, 2018; therefore, the Company’s blended U.S. statutory tax rate for the fiscal yearthree months ended JuneSeptember 30, 2018, is approximately 28 percent.


At December 31, 2017, the Company has not completed its accounting for the tax effects of enactment of the Act; however,2022, and 2021, was materially impacted by ordinary income and losses in certain cases, as described below, the Company has made a reasonable estimate of the effects on existing deferred tax balanceseach jurisdiction, permanent items and the one-time transition tax. In other cases, the Company has not been able to make a reasonable estimate and continues to account for those items based on existing accounting under ASC 740, Income Taxes, and the provisions of the tax laws that were in effect immediately prior to enactment. The Securities and Exchange Commission has issued guidance that allows for a measurement period of up to one year after the enactment date of the Act to finalize the recording of the related tax impacts. The final transitional impacts of the Act may differ from the initial estimates.

Provisional amounts
Deferred tax assets and liabilities: Certain domestic-related deferred tax assets and liabilities were remeasured based on the rates at which they are expected to reverse in the future, which is generally 21 percent. The remeasurement at the lower tax rate on domestic-related deferred tax assets and liabilities resulted in a deferred tax benefit of approximately $1.4 million. However, the Company is still analyzing certain aspects of the Act and refining the calculations, which could potentially affect the measurement of these balances or potentially give rise to new deferred tax amounts. As a valuation allowance is recorded for the full amount of these deferred tax assets and liabilities, the remeasurement of the deferred tax assets and liabilities was offset by a corresponding remeasurement of the valuation allowance.
Foreign tax effects: The one-time transition tax is based on total post-1986 earnings and profits (“E&P”) that were previously deferred from U.S. income taxes. The Company recorded a provisional amount for the one-time transition tax liability for foreign subsidiaries, resulting in an estimated increase in income tax expenseimpact of $17,000. The Company has not yet completed its calculation of the total post-1986 E&P for these foreign subsidiaries. Further, the transition tax is based in part on the amount of those earnings held in cash and other specified assets. This amount may change when the calculations are finalized. No additional income taxes have been provided for any remaining undistributed foreign earnings not subject to the transition tax, or any additional outside basis difference inherent in these entities, as these amounts continue to be indefinitely reinvested in foreign operations.
discrete items.

For U.S. federal income tax purposes at December 31, 2017,September 30, 2022, the Company has charitable contribution carryovers totaling approximately $155,000, with $68,000 expiring in fiscal year 2018, $34,000 expiring in fiscal year 2019, $19,000 expiring in fiscal year 2020, $5,000 expiring in fiscal year 2021, $21,000 expiring in fiscal year 2022, and $8,000 expiring in fiscal year 2023. The Company hasno U.S. federal net operating loss carryovers of $4.9 million with $2.0 million expiring in fiscal year 2035, $2.7 million expiring in fiscal year 2036, and $161,000 expiring in fiscal year 2038.no capital loss carryovers. For Canadian income tax purposes, GalileoUSCAN has $15,000 net operating loss carryovers of $68,000 expiring in fiscal 2036. If certain changes in the Company’s ownership should occur, there could be an annual limitation on the amount of net operatingand no capital loss carryovers that could be utilized.

carryovers.

A valuation allowance is provided when it is more likely than not that some portion of the deferred tax amount will not be realized. At December 31, 2017, and JuneSeptember 30, 2017,2022, a valuation allowance of $1.2 million and $3.3 million, respectively,$4,000 was included to fully reserve for Canadian net operating loss carryovers, other carryovers and certain book/tax differences in the balance sheet. Deferred taxes of $417,000 were recorded in the Statement of Operations in the current period for USCAN book/tax differences in the balance sheet.

carryovers. There was no valuation allowance at  June 30, 2022.

 


NOTE 9.11. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)


The following table presents the change in accumulated other comprehensive income (loss) (“AOCI”) by component:


(dollars in thousands) 
Unrealized gains (losses) on available-for-sale investments 1
  Foreign currency adjustment  Total 
 Six months ended December 31, 2017         
 Balance at June 30, 2017 $461  $(197) $264 
Other comprehensive income before reclassifications  16,923   53   16,976 
Tax effect  (3,506)  -   (3,506)
Amount reclassified from AOCI  (31)  -   (31)
Tax effect  -   -   - 
Net other comprehensive income for six months ended December 31, 2017  13,386   53   13,439 
 Balance at December 31, 2017 $13,847  $(144) $13,703 
             
 Three Months Ended December 31, 2017            
 Balance at September 30, 2017 $9,594  $(161) $9,433 
Other comprehensive income before reclassifications  7,783   17   7,800 
Tax effect  (3,506)  -   (3,506)
Amount reclassified from AOCI  (24)  -   (24)
Tax effect  -   -   - 
Net other comprehensive income for quarter  4,253   17   4,270 
 Balance at December 31, 2017 $13,847  $(144) $13,703 

(dollars in thousands) 
Unrealized gains (losses) on available-for-sale investments 1
  Foreign currency adjustment  Total 
 Six months ended December 31, 2016         
 Balance at June 30, 2016 $45  $(194) $(149)
Other comprehensive income (loss) before reclassifications  369   (35)  334 
Tax effect  -   -   - 
Amount reclassified from AOCI  (15)  -   (15)
Tax effect  -   -   - 
Net other comprehensive income (loss) for six months ended December 31, 2016  354   (35)  319 
 Balance at December 31, 2016 $399  $(229) $170 
             
 Three Months Ended December 31, 2016            
 Balance at September 30, 2016 $738  $(204) $534 
Other comprehensive income (loss) before reclassifications  (308)  (25)  (333)
Tax effect  -   -   - 
Amount reclassified from AOCI  (31)  -   (31)
Tax effect  -   -   - 
Net other comprehensive income (loss) for quarter  (339)  (25)  (364)
 Balance at December 31, 2016 $399  $(229) $170 

component.

(dollars in thousands)

 

Unrealized gains (losses) on available-for-sale investments

  

Foreign currency translation adjustment (1)

  

Total

 

Three Months Ended September 30, 2022 (As Restated)

            

Balance at June 30, 2022

 $3,624  $-  $3,624 

Other comprehensive loss before reclassifications

  (146)  -   (146)

Tax effect

  31   -   31 

Amount reclassified from AOCI

  (469)  -   (469)

Tax effect

  98   -   98 

Net other comprehensive loss

  (486)  -   (486)

Balance at September 30, 2022 (As Restated)

 $3,138  $-  $3,138 
             

Three Months Ended September 30, 2021

            

Balance at June 30, 2021

 $6,564  $23  $6,587 

Other comprehensive loss before reclassifications

  (186)  (12)  (198)

Tax effect

  39   -   39 

Amount reclassified from AOCI

  (602)  -   (602)

Tax effect

  126   -   126 

Net other comprehensive loss

  (623)  (12)  (635)

Balance at September 30, 2021

 $5,941  $11  $5,952 

1.

Amounts reclassified from unrealized gains (losses) on available-for-sale investments, net ofinclude no tax were recorded in investment income (loss) on the Consolidated Statements of Operations.expense or benefit.



NOTE 10.12. FINANCIAL INFORMATION BY BUSINESS SEGMENT


The Company operates principally in threetwo business segments: providing investment management services to USGIF offshore clients and ETF clients; investment management services in Canada; and investing for its own account in an effort to add growth and value to its cash position. The following schedule details gross identifiable assets, total revenues, and income by business segment:


(dollars in thousands) Investment Management Services  
Investment Management
Services - Canada
  Corporate Investments  Consolidated 
Six months ended December 31, 2017            
Net operating revenues $2,514  $969  $-  $3,483 
Net other income $7  $10  $3,183  $3,200 
Income (loss) before income taxes $(915) $305  $3,182  $2,572 
Depreciation and amortization $116  $6  $-  $122 
Capital expenditures $-  $-  $-  $- 
Gross identifiable assets at December 31, 2017 $8,702  $2,137  $34,236  $45,075 
Deferred tax asset             $- 
Consolidated total assets at December 31, 2017          $45,075 
Six months ended December 31, 2016                
Net operating revenues $3,020  $603  $-  $3,623 
Net other income $-  $-  $502  $502 
Income (loss) before income taxes $(223) $30  $492  $299 
Depreciation and amortization $119  $8  $-  $127 
Capital expenditures $-  $-  $-  $- 
Three months ended December 31, 2017                
Net operating revenues $1,242  $751  $-  $1,993 
Net other income $5  $10  $1,460  $1,475 
Income (loss) before income taxes $(515) $381  $1,460  $1,326 
Depreciation and amortization $58  $3  $-  $61 
Capital expenditures $-  $-  $-  $- 
Three months ended December 31, 2016                
Net operating revenues $1,339  $303  $-  $1,642 
Net other income $-  $-  $249  $249 
Income (loss) before income taxes $(275) $33  $257  $15 
Depreciation and amortization $59  $4  $-  $63 
Capital expenditures $-  $-  $-  $- 

segment.

(dollars in thousands)

 

Investment Management Services

  

Corporate Investments

  

Consolidated

 

Three Months Ended September 30, 2022 (As Restated)

            

Net operating revenues

 $4,412  $-  $4,412 

Investment loss

 $-  $(1,460) $(1,460)

Other income

 $61  $-  $61 

Income (loss) before income taxes

 $1,661  $(1,475) $186 

Depreciation

 $61  $-  $61 

Gross identifiable assets at September 30, 2022

 $23,607  $32,005  $55,612 

Deferred tax asset

       $1,373 

Consolidated total assets at September 30, 2022

       $56,985 

Three Months Ended September 30, 2021

            

Net operating revenues

 $6,521  $-  $6,521 

Investment loss

 $-  $(34) $(34)

Income from equity method investments

 $-  $15  $15 

Other income

 $56  $-  $56 

Income (loss) before income taxes

 $3,113  $(209) $2,904 

Depreciation

 $48  $-  $48 

Gross identifiable assets at September 30, 2021

 $21,204  $40,713  $61,917 

Net operating revenues from investment management services includes operating revenues from USGIF of $1.0 million and $2.1 million, respectively, for the three and six months ended December 31, 2017,$499,000 and $1.2 million and $2.8 million, respectively, for the three and six months ended December 31, 2016.September 30, 2022, and 2021, respectively. Net operating revenues from investment management services also include operating revenues from ETF clients of $184,000$3.9 million and $369,000, respectively,$5.3 million for the three and six months ended December 31, 2017,September 30, 2022, and $76,000 and $142,000, respectively, for the three and six months ended December 31, 2016.2021, respectively. 

Page 23



NOTE 11.13. CONTINGENCIES AND COMMITMENTS


The Company continuously reviews all investor, employee and vendor complaints, and pending or threatened litigation. The likelihood that a loss contingency exists is evaluated through consultation with legal counsel, and a loss contingency is recorded if probable and reasonably estimable.



During the normal course of business, the Company may be subject to claims, legal proceedings, and other contingencies. These matters are subject to various uncertainties, and it is possible that some of these matters may be resolved unfavorably. The Company establishes accruals for matters for which the outcome is probable and can be reasonably estimated. Management believes that any liability in excess of these accruals upon the ultimate resolution of these matters will not have a material adverse effect on the consolidated financial statements of the Company.


The Board has authorized a monthly dividend of $0.0025$0.0075 per share through March 2018, December 2022, at which time it will be considered for continuation by the Board. Payment of cash dividends is within the discretion of the Company’s Board of Directors and is dependent on earnings, operations, capital requirements, general financial condition of the Company, and general business conditions. The total amount of cash dividends expected to be paid to class A and class C shareholders from January October to March 2018 December 2022 is approximately $114,000.


NOTE 12. SUBSEQUENT EVENT
As discussed$336,000.

The COVID-19 pandemic and the resulting actions to control or slow the spread have affected global and domestic economies and financial markets, and in Note 2, the future it or other epidemics, pandemics or outbreaks may adversely affect the Company's results of operations, cash flows and financial position. The Company owned approximately 30 percentcannot reasonably estimate the future impact of Galileo Partners Fund at December 31, 2017. This investment is accounted for underthese events, given the equity method of accounting. Effective January 31, 2018, a portionuncertainty over the duration and severity of the investment in the fund was redeemed (sold) for proceeds of approximately $1.5 million. As the Company had recorded its proportional shares of the fund’s net income under the equity method of accounting, the proceeds will reduce the carrying value of the investment. After this transaction, the Company owns approximately 24 percent of the fund. As the Company will continue to have the ability to exercise significant influence, the investment will continue to be accounted for under the equity method of accounting. The results of this transaction will be reflected in the financial statements for the quarter ended March 31, 2018.

economic impact.


ITEM 2. MANAGEMENT’SMANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


U.S. Global Investors, Inc. (the “Company”Company or “U.S. Global”U.S. Global) has made forward-looking statements concerning the Company’sCompanys performance, financial condition, and operations in this report. The Company from time to time may also make forward-looking statements in its public filings and press releases. Such forward-looking statements are subject to various known and unknown risks and uncertainties and do not guarantee future performance. Actual results could differ materially from those anticipated in such forward-looking statements due to a number of factors, some of which are beyond the Company’sCompanys control, including: (i) the volatile and competitive nature of the investment management industry, (ii) changes in domestic and foreign economic conditions, including significant economic disruptions from COVID-19 or other epidemics, pandemics or outbreaks and the actions taken in connection therewith, (iii) the effect of government regulation on the Company’sCompanys business, and (iv) market, credit, and liquidity risks associated with the Company’sCompanys investment management activities. Due to such risks, uncertainties, and other factors, the Company cautions each person receiving such forward-looking information not to place undue reliance on such statements. All such forward-looking statements are current only as of the date on which such statements were made.


FACTORS AFFECTING OUR BUSINESS

The rapid spread of COVID-19 and actions taken in response had a significant detrimental effect on the global and domestic economies and financial markets. Market declines affect the Company’s assets under management, and thus its revenues and also the valuation of the Company’s corporate investments. Should this emerging macro-economic risk reoccur and continue for an extended period, there could be an adverse material financial impact to the Company’s business and investments, including a material reduction in its results of operations.

COVID-19-related circumstances (e.g., remote work arrangements) did not adversely affect the Company’s ability to maintain operations, including financial reporting systems, internal controls over financial reporting, and disclosure controls and procedures.

BUSINESS SEGMENTS


The Company, with principal operations located in San Antonio, Texas, manages threetwo business segments: (1) the Company offers a broad range of investment management products and services to meet the needs of individual and institutional investors;investors, and (2) the Company, through its Canadian subsidiary, owns a 65 percent controlling interest in Galileo Global Equity Advisors Inc. (“Galileo”), which offers investment management products and services in Canada; and (3) the Company invests for its own account in an effort to add growth and value to its cash position. Although the Company usually generates the majority of its revenues from its investment advisory segments, the Company holds a significant amount of its total assets in investments.

The following is a brief discussion of the Company’s three business segments.


Investment Management Services


The Company provides advisory services for three U.S.-based exchange-traded fund (“ETF”) clients and receives monthly advisory fees based on the net asset values of the funds. Information on the U.S.-based ETFs can be found at www.usglobaletfs.com, including the prospectus, performance and holdings. The Company also serves as investment advisor to one European-based ETF and receives a monthly advisory fee based on the net asset value of the fund. The European-based ETF is not available to U.S. investors. The ETFs’ authorized participants are not required to give advance notice prior to redemption of shares in the ETFs, and the ETFs do not charge a redemption fee.

The Company also generates operating revenues from managing and servicing U.S. Global Investors Funds (“USGIF” or the “Funds”) and other advisory clients.. These revenues are largely dependent on the total value and composition of assets under its management. Fluctuations in the markets and investor sentiment directly impact the asset levels of the Funds, and other advisory clients, thereby affecting income and results of operations. Detailed information regarding the Funds managed by the Company within USGIF can be found on the Company’s website, www.usfunds.com, including the prospectus and performance information for each Fund. The mutual fund shareholders in USGIF are not required to give advance notice prior to redemption of shares in the Funds.


The Company provides advisory services for two exchange-traded fund (“ETF”) clients and receives monthly advisory fees based on the net asset values of the funds. Information on the ETFs can be found at www.usglobaletfs.com, including the prospectus, performance and holdings. The ETFs’ authorized participants are not required to give advance notice prior to redemption of shares in the ETFs, and the ETFs do not charge a redemption fee.

The Company provided advisory services for offshore clients and received advisory fees based on the net asset values of the clients and performance fees, if any, based on the overall increase in net asset values. Frank Holmes, CEO, served as a director of the offshore clients. The offshore clients completed their respective liquidations in the second quarter of fiscal year 2018.

At December 31, 2017,September 30, 2022, total assets under management, including USGIFETF and ETFUSGIF clients, were $681.2 millionapproximately $2.3 billion versus $683.1 million$4.3 billion at December 31, 2016,September 30, 2021, a decrease of 0.3$2.0 billion, or 45.9 percent. During the sixthree months ended December 31, 2017,September 30, 2022, average assets under management, including ETF and USGIF clients, were $702.4 million$2.9 billion versus $773.9 million$4.0 billion during the sixthree months ended December 31, 2016. Total assets under management as of period-end at December 31, 2017, including USGIF and ETF clients, were $681.2 million versus $711.9 million atSeptember 30, 2021. At June 30, 2017,2022, the Company’s prior fiscal year end.


end, total assets under management, including ETF and USGIF clients, were approximately $2.9 billion, and has decreased $607.5 million, or 20.9 percent, during the three months ended September 30, 2022.


The following tables summarize the changes in assets under management for USGIF for the three and six months ended December 31, 2017,September 30, 2022, and 2016:


  Changes in Assets Under Management 
  Six Months Ended December 31, 
  2017  2016 
(dollars in thousands) Equity  Fixed Income  Total  Equity  Fixed Income  Total 
Beginning Balance $442,916  $136,500  $579,416  $525,778  $177,242  $703,020 
Market appreciation (depreciation)  36,345   22   36,367   (45,536)  (1,947)  (47,483)
Dividends and distributions  (34,479)  (660)  (35,139)  (7,723)  (898)  (8,621)
Net shareholder purchases (redemptions)  2,660   (17,315)  (14,655)  (22,508)  (22,302)  (44,810)
Ending Balance $447,442  $118,547  $565,989  $450,011  $152,095  $602,106 
                         
Average investment management fee  1.00%  0.08%  0.80%  0.96%  0.00%  0.73%
Average net assets $450,124  $129,908  $580,032  $536,384  $174,116  $710,500 

  Changes in Assets Under Management 
  Three Months Ended December 31, 
  2017  2016 
(dollars in thousands) Equity  Fixed Income  Total  Equity  Fixed Income  Total 
Beginning Balance $460,960  $129,571  $590,531  $578,588  $181,217  $759,805 
Market appreciation (depreciation)  8,284   1,582   9,866   (96,256)  (1,773)  (98,029)
Dividends and distributions  (34,480)  (357)  (34,837)  (7,722)  (459)  (8,181)
Net shareholder purchases (redemptions)  12,678   (12,249)  429   (24,599)  (26,890)  (51,489)
Ending Balance $447,442  $118,547  $565,989  $450,011  $152,095  $602,106 
                         
Average investment management fee  1.00%  0.17%  0.82%  0.94%  0.00%  0.70%
Average net assets $445,890  $125,819  $571,709  $492,403  $167,635  $660,038 

2021.

  

Changes in Assets Under Management

 
  

Three Months Ended September 30,

 
  

2022

  

2021

 

(dollars in thousands)

 

Equity

  

Fixed Income

  

Total

  

Equity

  

Fixed Income

  

Total

 

Beginning Balance

 $286,367  $71,161  $357,528  $433,380  $75,842  $509,222 

Market depreciation

  (19,826)  (758)  (20,584)  (54,585)  (102)  (54,687)

Dividends and distributions

  -   (129)  (129)  -   (75)  (75)

Net shareholder redemptions

  (6,527)  (3,467)  (9,994)  (8,769)  (625)  (9,394)

Ending Balance

 $260,014  $66,807  $326,821  $370,026  $75,040  $445,066 
                         

Average investment management fee

  0.86%  0.00%  0.69%  0.96%  0.00%  0.81%

Average net assets

 $282,446  $69,040  $351,486  $399,442  $74,936  $474,378 

As shown above, USGIF period-end assets under management were lower at December 31, 2017,September 30, 2022, compared to December 31, 2016. Also, averageSeptember 30, 2021. Average net assets for the three- and six-month periodsthree months in the current fiscal year were lower than the same periods in the previous fiscal year.  Both the threeequity funds and six months ended December 31, 2017,fixed income funds had net market appreciation, primarily in the equity funds, compared todepreciation and net market depreciationshareholder redemptions for the three and six months ended December 31, 2016, also primarily inSeptember 30, 2022, and for the equity funds. A significant portion of the dividends and distributions shown above are reinvested and included in net shareholder purchases (redemptions). The combined amounts for these two lines for all periods shown were negative, thus contributing to the decline in net assets.


three months ended September 30, 2021.

The average annualized investment management fee rate (total advisory fees, excluding performance fees, as a percentage of average assets under management) was 82 and 8069 basis points for the three and six months ended December 31, 2017, respectively,September 30, 2022, and 70 and 7381 basis points for the same periodsperiod in the prior year. The average investment management fee for the equity funds was 10086 basis points for the three and six months ended December 31, 2017, and 94September 30, 2022, and 96 basis points for the same periodsperiod in the prior year. The Company has agreed to contractually or voluntarily limit the expenses of the Funds. Therefore, the Company waived or reduced its fees and/or agreed to pay expenses of the Funds. Due to fee waivers, the average investment management fee for the fixed income funds was 17 and 8 basis pointsminimal for the three and six months ended December 31, 2017, respectively, compared to nil for the three and six months ended December 31, 2016.


Investment Management Services - Canada

The Company owns a 65 percent controlling interest in the Canadian asset management firm Galileo. These revenues are largely dependent on the total value and composition of assets under its management. Fluctuations in the markets and investor sentiment directly impact the funds’ asset levels, thereby affecting income and results of operations.

At December 31, 2017, total Galileo assets under management were $64.8 million versus $128.4 million at December 31, 2016, a decrease of 49.5 percent. During the six months ended December 31, 2017, average assets under management were $57.6 million versus $124.3 million during the six months ended December 31, 2016. Total assets under management at December 31, 2017, were $64.8 million versus $47.8 million at June 30, 2017, the Company’s prior fiscal year end.

On September 29, 2017, Galileo launched its first ETF, U.S. Global GO GOLD and Precious Metal Miners ETF (ticker GOGO), on the Toronto Stock Exchange.


both periods.

Investment Activities


Management believes it can more effectively manage the Company’s cash position by broadening the types of investments used in cash management and continues to believe that such activities are in the best interest of the Company. The Company’s investment activities are reviewed and monitored by Company compliance personnel, and various reports are provided to certain investment advisory clients. Written procedures are in place to manage compliance with the code of ethics and other policies affecting the Company’s investment practices. This source of revenue does not remain consistent and is dependent on market fluctuations, the Company’s ability to participate in investment opportunities, and timing of transactions.


As of December 31, 2017,September 30, 2022, the Company held investments with acarried at fair value of approximately $29.8$24.1 million and a cost basis of approximately $12.6$28.4 million. The fair value of these investments is approximately 66.142.2 percent of the Company’s total assets. See Note 2 (Investments) for additional detail regarding investment activities.assets at September 30, 2022. In addition, the Company held other investments of $2.1approximately $2.6 million accounted for under the cost methodand held-to-maturity debt investments of accounting, $3.3 million in investments accounted for under the equity method of accounting, and $2.2 million in notes receivable.


$1.0 million.

Investments recorded at fair value on a recurring basis were approximately $29.8$24.1 million at December 31, 2017,September 30, 2022, compared to approximately $13.1$24.9 million at June 30, 2017,2022, the Company’s prior fiscal year end, which is an increasea decrease of approximately $16.7 million. This increase is primarily due to unrealized gain on an available-for-sale security acquired during the current period.$853,000. See Note 2 (Investments)3, Investments, to the Consolidated Financial Statements of this Quarterly Report on Form 10-Q, for further information. In addition, aninformation regarding investment was made in the current period in a Galileo fund that is accounted for under the equity methodactivities.

Page 26

RESULTS OF OPERATIONS   Three months ended December 31, 2017,September 30, 2022, and 2016


2021

The Company posted net income attributable to U.S. Global Investors, Inc. of $749,000$107,000 ($0.05 0.01 per share) for the three months ended December 31, 2017,September 30, 2022, compared with net income attributable to U.S. Global Investors, Inc. of $8,000$2.4 million ($0.00 0.16 per share) for the three months ended December 31, 2016, an increaseSeptember 30, 2021, a decrease in net income of approximately $741,000.$2.3 million. The increasechange is primarily due to income from an equity method investment.

a decrease in operating revenue compared to the same period last year, a decrease in realized investment gains in the current period compared to the same period last year, offset by a decrease in operating expenses compared to the same period last year, as discussed further below.

Operating Revenues


Total consolidated operating revenues for the three months ended December 31, 2017, increased $351,000,September 30, 2022, decreased $2.1 million, or 21.432.3 percent, compared with the three months ended December 31, 2016.September 30, 2021. This increasedecrease was primarily attributable to the following:


Advisory fees increaseddecreased by $360,000,$2.1 million, or 22.932.3 percent, primarily as a result of performance fees from Galileo clients. Advisory fees are comprised of two components: a base management fee and a performance fee.

•  Base management fees increased $79,000, primarily due to an increase in ETF unitary management fees resulting from an increase in ETF average assets under management, partially offset by a decrease in base fees for USGIF and Galileo clients primarily as a result of lower average assets under management largely due to shareholder redemptions. The effect of the decline in net assets on base fees for USGIF was offset in the current period byETFs and a declinedecrease in base management fee waivers. fees received. Advisory fees are comprised of two components: base management fees and performance fees.

Base management fees decreased $1.8 million. The majority of this decrease was from ETF unitary management fees, which decreased $1.4 million as the result of a decrease in ETF average assets under management, primarily for the offshore funds decreased due to these funds liquidating in the current year.Jets ETF.

Performance fees for USGIF paid out in the current period were $192,000($146,000) compared to $9,000$188,000 in performance fees paid outreceived in the corresponding period in the prior year, reducing revenue by $183,000.a change of $334,000. The performance fee, which applies to the USGIF equity funds only, is a fulcrum fee that is adjusted upwards or downwards by 0.25 percent when there is a performance difference of 5 percent or more between a fund’s performance and that of its designated benchmark index over the prior rolling 12 months.

•  Performance fees for Galileo clients received in the current period were $464,000 compared to none in the corresponding period in the prior year, increasing revenue by $464,000. Galileo may receive performance fees from certain clients when market appreciation or realized net gains exceeds established benchmarks. The majority of the performance fees recorded in the quarter are annual performance fees calculated at calendar year-end.
•  Administrative services fee revenue decreased by $9,000, or 12.3 percent, due to lower average net assets under management upon which these fees are based in the current period.

Operating Expenses


Total consolidated operating expenses for the three months ended December 31, 2017, increased $266,000,September 30, 2022, decreased $827,000, or 14.222.6 percent, compared with the three months ended December 31, 2016.September 30, 2021. The changedecrease in operating expenses was primarily attributable to an increasea decrease in employee compensation and benefits expenses of $241,000,$749,000, or 26.838.9 percent, primarily dueas a result of a decrease in bonuses in the current period, amortization of employee stock options in the prior period, offset by salary increases for employees. Higher bonuses in the same period last year were related to increased bonusesrealized investment gains, company performance, and an increase in generalfund performance. General and administrative expenses of $51,000,decreased by $94,000, or 5.9 percent, primarily due to increased ETF costslower directors’ fees and increased costs by Galileo related to new fund startup costs. This increase was somewhat offset by a decrease in advertising expenses, of $24,000, or 47.1 percent, primarily due to decreased ETF marketing.



stock options.

Other Income

(Loss)

Total consolidated other loss for the three months ended September 30, 2022, was $1.4 million, compared to $37,000 of other income for the three months ended December 31, 2017, increased $1.2 million, or 492.4 percent, compared with the three months ended December 31, 2016. The increaseSeptember 30, 2021, a decrease of approximately $1.4 million. This change was primarily due to an investment made in the quarter ended September 30, 2017, in a Galileo fund that is accounted for under the equity method of accounting. Under the equity method of accounting, the Company’s share of the fund’s net income, which primarily consists of realized and unrealized gains and losses on investments offset by fund expenses, is recognized in the Company’s earnings. The Galileo fund’s investments are concentrated in a cryptocurrency mining stock. Cryptocurrency markets and related stocks have been, and are expected to continue to be, volatile. Cryptocurrency mining is considered an early stage high-risk industry, and the nature of mining is expected to evolve. There is potential for significant volatility in the valuation of the fund’s investments, and thus the fund’s net income that is included in the Company’s earnings. See further discussion in Note 2, Investments, to the Consolidated Financial Statements of this Quarterly Report on Form 10-Q. In addition, the Company redeemed a portion of its investment in the fund after December 31, 2017. See further discussion in Note 12, Subsequent Event, to the Consolidated Financial Statements of this Quarterly Report on Form 10-Q.

Provision for Income Taxes

The Tax Cuts and Jobs Actfollowing factors:

Investment loss was $1.5 million for the three months ended September 30, 2022, compared to $34,000 for the three months ended September 30, 2021, a change of approximately $1.4 million. This was enacted on December 22, 2017. The Act reduces the U.S. federal corporate tax rate from 35 percent to 21 percent, requires companies to pay a one-time transition tax on earnings of certain foreign subsidiaries that were previously tax deferred and creates new taxes on certain foreign sourced earnings. In the second quarter, the Company revised its estimated annual effective rate to reflect a change in its federal statutory rate from 34 percent to 21 percent. The rate change is effective on January 1, 2018; therefore, the Company’s blended statutory tax rate for the fiscal year ended June 30, 2018, is 28 percent. At December 31, 2017, the Company has not completed its accounting for all of the tax effects of enactment of the Act; however, a reasonable estimate has been made of the one-time transition tax of $17,000, which is included as a component of tax expense in the current quarter. The final transitional impacts of the Act may differ from the initial estimates. Note that the Company currently has net operating loss carryovers in most jurisdictions, including the U.S. A valuation allowance has been recorded to fully reserve for net operating loss carryovers, other carryovers and certain book/tax differences in the balance sheet. Deferred taxes of $417,000 were recorded in the Statement of Operations in the current period for USCAN book/tax differences in the balance sheet.


RESULTS OF OPERATIONS – Six months ended December 31, 2017, and 2016

The Company posted net income attributable to U.S. Global Investors, Inc. of $2.0 million ($0.13 per share) for the six months ended December 31, 2017, compared with net income attributable to U.S. Global Investors, Inc. of $271,000 ($0.02 per share) for the six months ended December 31, 2016, an increase in net income of approximately $1.7 million. The increase is primarily due to income from equity method investment, somewhat offset by a decrease in revenues, which was the result of a decrease in assets under management, and an increase in operating expenses as discussed further below.
Operating Revenues

Total consolidated operating revenues for the six months ended December 31, 2017, decreased $140,000, or 3.9 percent, compared with the three months ended December 31, 2016. This decrease was primarily attributable to the following:

•  Advisory fees decreased by $98,000, or 2.8 percent, primarily as a result of lower assets under management. Advisory fees are comprised of two components: a base management fee and a performance fee.
•  Base management fees decreased $224,000. Base fees for USGIF and Galileo clients decreased primarily as a result of lower average assets under management, primarily due to shareholder redemptions. Base management fees for the offshore funds decreased due to these funds liquidatingno realized gains on sales of securities in the current year. These decreases were somewhatperiod, whereas the same period in the prior year had $1.8 million realized gains on sales of securities. This was slightly offset by an increasea decrease in ETF unitary management fees due to an increaseunrealized losses on equity securities in ETF average assets under management.
•  Performance fees paid outthe current period. Unrealized losses on equity securities in the current period were $308,000$1.9 million for the three months ended September 30, 2022, compared to $30,000 in fees received in$2.4 million for the corresponding period inthree months ended September 30, 2021, a change of $428,000.  

There was no income from equity method investments for the prior year, reducing revenue by $338,000. The performance fee, which applies to the USGIF equity funds only, is a fulcrum fee that is adjusted upwards or downwards by 0.25 percent when there is a performance difference of 5 percent or more between a fund’s performance and that of its designated benchmark index over the prior rolling 12 months.

•  Performance fees for Galileo clients received in the current period were $464,000three months ended September 30, 2022, compared to none$15,000 in income for the corresponding period in the prior year, increasing revenue by $464,000. Galileo may receive performance fees from certain clients when market appreciation or realized net gains exceeds established benchmarks.three months ended September 30, 2021. The majority of the performance fees recorded in the period are annual performance fees calculated at calendar year-end.Company’s equity method investment was dissolved during fiscal 2022.

•  Administrative services fee revenue decreased by $42,000, or 25.8 percent, due to lower average net assets under management upon which these fees are based in the current period.

Operating Expenses

Total consolidated operating expenses for the six months ended December 31, 2017, increased $285,000, or 7.4 percent, compared with the six months ended December 31, 2016. The change in operating expenses was primarily attributable to an increase in employee compensation and benefits expenses of $155,000, or 8.2 percent, primarily due to increased bonuses, and an increase in general and administrative expenses of $129,000, or 7.4 percent, primarily due to increased ETF costs and increased costs by Galileo related to new fund startup costs.


Other

Provision for Income

Total consolidated other income Taxes

A tax expense of $79,000 was recorded for the sixthree months ended December 31, 2017, increased $2.7 million, or 537.5 percent, compared with the six months ended December 31, 2016. The increase was primarily due to an investment made in the quarter ended September 30, 2017, in a Galileo fund that is accounted for under the equity method2022, compared to tax expense of accounting. Under the equity method of accounting, the Company’s share of the fund’s net income, which primarily consists of realized and unrealized gains and losses on investments offset by fund expenses, is recognized in the Company’s earnings. The Galileo fund’s investments are concentrated in a cryptocurrency mining stock. Cryptocurrency markets and related stocks have been, and are expected to continue to be, volatile. Cryptocurrency mining is considered an early stage high-risk industry, and the nature of mining is expected to evolve. There is potential for significant volatility in the valuation of the fund’s investments, and thus the fund’s net income that is included in the Company’s earnings. See further discussion in Note 2, Investments, to the Consolidated Financial Statements of this Quarterly Report on Form 10-Q. In addition, the Company redeemed a portion of its investment in the fund after December 31, 2017. See further discussion in Note 12, Subsequent Event, to the Consolidated Financial Statements of this Quarterly Report on Form 10-Q.

Provision for Income Taxes

The Tax Cuts and Jobs Act was enacted on December 22, 2017. The Act reduces the U.S. federal corporate tax rate from 35 percent to 21 percent, requires companies to pay a one-time transition tax on earnings of certain foreign subsidiaries that were previously tax deferred and creates new taxes on certain foreign sourced earnings. In the second quarter, the Company revised its estimated annual effective rate to reflect a change in its federal statutory rate from 34 percent to 21 percent. The rate change is effective on January 1, 2018; therefore, the Company’s blended statutory tax rate$514,000 for the fiscal yearthree months ended JuneSeptember 30, 2018, is 28 percent. At December 31, 2017, the Company has not completed its accounting for all of the tax effects of enactment of the Act; however, a reasonable estimate has been made of the one-time transition tax of $17,000, which is included as a component of2021. The decrease in tax expense inwas primarily the current quarter. The final transitional impactsresult of the Act may differ from the initial estimates. Note that the Company currently has netlower operating loss carryovers in most jurisdictions, including the U.S. A valuation allowance has been recorded to fully reserve for net operating loss carryovers, other carryovers and certain book/tax differences in the balance sheet. Deferred taxes of $417,000 were recorded in the Statement of Operationsincome in the current period for USCAN book/tax differencescompared to prior period, and realized gains on sales of corporate investments in the balance sheet.

prior period. Prior year tax expense was low in comparison to pre-tax income primarily due to net gains on USGI Canada investments, which are taxed at 13.25%, a rate that is lower than the Company’s statutory rate.  In the current year, the tax expense percentage is high in comparison to pre-tax income primarily due to discrete foreign currency losses for which the Company cannot claim a tax benefit.

LIQUIDITY AND CAPITAL RESOURCES


At December 31, 2017,September 30, 2022, the Company had net working capital (current assets minus current liabilities) of approximately $13.4$34.6 million, an increase of $737,000, or 2.2 percent, since June 30, 2022, and a current ratio (current assets divided by current liabilities) of 9.610.6 to 1. With approximately $3.0$23.3 million in cash and cash equivalents, an increase of $1.0 million, or 4.4 percent since June 30, 2022, and approximately $10.7$13.7 million in unrestricted marketable securities carried at fair value on a recurring basis, excluding convertible securities, which together comprise approximately 64.9 percent of total assets, the Company has adequate liquidity to meet its current obligations. Total U.S. Global Investors, Inc.

The increase in cash, and accordingly, net working capital, was primarily due to net cash provided by operating activities of $1.2 million, proceeds from principal paydowns of $750,000, offset by purchases of investments of $477,000, repurchases of the Company's common stock of $133,000, and dividends paid of $336,000. Consolidated shareholders’ equity is approximately $39.0at September 30, 2022, was $53.3 million, with cash, cash equivalents,a decrease of $835,000, or 1.5 percent since June 30, 2022. The decrease was primarily due to other comprehensive loss of $486,000, dividends declared of $335,000, and unrestricted marketable securities comprising 30.4 percent of total assets. Approximately $1.4 million in cash in Galileo is included in the amounts above. USGI would be required to accrue and pay taxes to repatriate (i.e., bring back into the U.S.) these funds, and there is no current intention to repatriate. However, the Company is still evaluating the provisionsrepurchases of the Tax Cuts and Jobs Act that was enacted in December 2017 and may change its intent to repatriate inCompany's common stock of $133,000, slightly offset by net income of $107,000 for the future.


As of December 31, 2017, the Company has no borrowings or long-term liabilities except for deferred taxes. The Company’s primary commitment going forward is for operating expenses. three months ended September 30, 2022.

The Company also has access to a $1 million credit facility, which can be utilized for working capital purposes. The credit agreement requires the Company to maintain certain covenants; the Company has been in compliance with these covenants during the current fiscal year. The credit agreement will expire on May 3, 2018,31, 2023, and the Company intends to renew annually. The credit facility is collateralized by approximately $1 million, at December 31, 2017,included in restricted cash on the balance sheet, held in deposit in a money market account at the financial institution that provided the credit facility. As of December 31, 2017, theSeptember 30, 2022, this credit facility remainsremained unutilized by the Company.


Investment advisory contracts pursuant to the Investment Company Act of 1940 and related affiliated contracts in the U.S., by law, may not exceed one year in length and, therefore, must be renewed at least annually after an initial two-year term. The investment advisory and administrative servicesrelated contracts between the Company and USGIF have been renewed through September 2018, and management anticipates that2023. The advisory agreement for the contracts will be renewed. The investment advisory contract between the Company and U.S. Global Jets ETF expires in April 2018, and management anticipates that the contract will be renewed. The investment advisory contract between the Company and U.S. Global GO GOLD and Precious Metal Miners ETF is in its initial two-year term and will not expire until June 2019. Galileo’s investment management agreement with Canadian registered mutual funds may be terminated eachU.S.-based ETFs has been renewed through September 30 with a 180-day prior notice of unitholders’ resolution. Galileo’s advisory agreements with other advisory clients can be terminated upon 30-day written notice. The Company’s two offshore clients have completed their respective liquidations, and no fees will be received in the future.


2023.

The primary cash requirements are for operating activities. The Company also uses cash to purchase investments, pay dividends and repurchase Company stock. The cash outlays for investments and dividend payments are discretionary and management or the Board may discontinue as deemed necessary. The stock repurchase plan is approved through December 31, 2018,2022, but may be suspended or discontinued at any time. Cash and unrestricted marketablesecurities recorded at fair value on a recurring basis, excluding convertible securities, of approximately $13.7$37.0 million are available to fund current activities.

Management believes current cash reserves, investments, and financing available will be sufficient to meet foreseeable cash needs for operating activities.


The rapid spread of COVID-19 and actions taken in response had a significant detrimental effect on the global and domestic economies and financial markets. Market declines affect the Company’s assets under management, and thus its revenues and also the valuation of the Company’s corporate investments. Should this emerging macro-economic risk reoccur and continue for an extended period, there could be an adverse material financial impact to the Company’s business and investments, including a material reduction in its results of operations.

CRITICAL ACCOUNTING ESTIMATES

For a discussion of other critical accounting policies that the Company follows, please refer to the notes to the consolidated financial statements included in the Annual Report on Form 10-K10-K/A-2 for the year ended June 30, 2017.

2022.


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


COVID-19 had an adverse effect on global and domestic financial markets, which may reoccur and continue for an undetermined period. This may adversely affect assets under management and thus the Company’s revenues and operating results. Market declines also affect the valuation of the Company’s corporate investments, which also adversely affects the Company’s balance sheet and results of operations.
 
Macroeconomic declines, including inflation; negative political developments, including volatile market conditions due to investor concerns regarding inflation and potential hostilities between Russia and Ukraine; adverse market conditions; and catastrophic events may cause a decline in the Company’s revenue, an increase in the Company’s costs, negatively affect the Company’s operating results, adversely affect the Company’s cash flow, and could result in a decline in the Company’s stock price.

Investment Management and Administrative Services Fees


Revenues are generally based upon a percentage of the market value of assets under management in accordance with contractual agreements. Accordingly, fluctuations in the financial markets have a direct effect on the Company’s operating results. A significant portion of assets under management in equity funds have exposure to international markets and/or natural resource sectors, which may experience volatility. In addition, fluctuations in interest rates may affect the value of assets under management in fixed income funds.


Performance Fees


USGIF advisory fees are comprised of two components: a base management fee and a performance fee. The performance fee is a fulcrum fee that is adjusted upwards or downwards by 0.25 percent when there is a performance difference of 5 percent or more between a fund’s performance and that of its designated benchmark index over the prior rolling 12 months.


As a result, the Company’s revenues are subject to volatility beyond market-based fluctuations discussed in the investment management and administrative services fees section above. For the three and six months ended December 31, 2017,September 30, 2022, the Company realized a decrease of ($146,000) in its USGIF base advisory fee, and for the three months ended September 30, 2021, an increase of $192,000 and $308,000, respectively,$188,000 due to these performance adjustments. For the three and six months ended December 31, 2016, the Company realized a (decrease) increase in its USGIF base advisory fee of ($9,000) and $30,000, respectively, due to these performance adjustments.

Galileo may receive performance fees from certain clients when market appreciation or realized net gains exceeds established benchmarks. Galileo recorded performance fees of $464,000 from these clients for three and six months ended December 31, 2017. The majority of the performance fees recorded in the current period are annual performance fees calculated at calendar year-end. Galileo recorded no performance fees from these clients for the three and six months ended December 31, 2016.

Corporate Investments


The Company’s Consolidated Balance Sheets includesinclude substantial amounts of assets whose fair value isvalues are subject to market risks. risk. The market risks are primarily associated with equity prices and foreign currency exchange rates. The fair values of corporate investments with exposure to the cryptocurrency industry are subject to considerable volatility.
 
The Company’s investment activities are reviewed and monitored by Company compliance personnel, and various reports are provided to certain investment advisory clients. Written procedures are in place to manage compliance with the code of ethics and other policies affecting the Company’s investment practices.

Equity price risk

Due to the Company’s investments in securities recordedcarried at fair value, equity price fluctuations represent a market risk factor affecting the Company’s consolidated financial position. The carrying values of investments subject to equity price risks are based on quoted market prices or, if not actively traded, management’s estimate of fair value as of the balance sheet date. Market prices fluctuate, and the amount realized in the subsequent sale of an investment may differ significantly from the reported marketfair value.


The Company’s investment activities are reviewed and monitored by Company compliance personnel, and various reports are provided to certain investment advisory clients. Written procedures are in place to manage compliance with the code of ethics and other policies affectingfollowing table summarizes the Company’s investment practices.


The table below summarizes the Company’sequity price risks in securities recorded at fair value on a recurring basis as of December 31, 2017,September 30, 2022, and shows the effects of a hypothetical 25 percent increase and a 25 percent decrease in market prices.

(dollars in thousands) 
Fair Value at
December 31, 2017
 Hypothetical Percentage Change Estimated Fair Value After Hypothetical Price Change  Increase (Decrease) in Shareholders’ Equity, Net of Tax 
Trading securities ¹ $7,433 25% increase $9,291  $1,858 
     25% decrease $5,575  $(1,858)
Available-for-sale securities ² $22,372 25% increase $27,965  $4,584 
     25% decrease $16,779  $(4,584)

  Fair Value at   Estimated Fair Value  Estimated Increase 
  

September 30, 2022

 

Hypothetical

 

After Hypothetical

  

(Decrease) in

 

(dollars in thousands)

 

(As Restated)

 

Percentage Change

 

Price Change

  

Net Income (Loss) (1)

 

Equity securities at fair value

 $14,206 

25% increase

 $17,758  $2,806 
     

25% decrease

 $10,655  $(2,806)

Embedded derivatives at fair value(2)

 $3 

25% increase

 $4  $1 
     

25% decrease

 $2  $(1)

11.

Unrealized and realized

Changes in unrealized gains and losses on tradingembedded derivatives and equity securities at fair value are included in earnings in the statementConsolidated Statements of operations.Operations. The estimated increase (decrease) is after income taxes at the statutory rate in effect as of the balance sheet date.

22.

Unrealized gains

An embedded derivative and lossesits related host contract represent one legal contract and are combined within the investments in available-for-sale debt securities on available-for-sale securities are excluded from earnings and recorded in other comprehensive income as a component of shareholders’ equity until realized.the Consolidated Balance Sheets.

Page 29

The selected hypothetical changes do not reflect what could be considered best- or worst-case scenarios. Results could be significantly different due to both the nature of markets and the concentration of the Company’s investment portfolio.



the Company’s corporate investments.

A substantialsignificant portion of the available-for-saleequity securities recorded at fair value in the above table is an investmentsubject to equity price risk are investments in common share purchase warrants of HIVE Blockchain Technologies Ltd. (“HIVE”), which waswere valued at $19.1 million$535,000 at December 31, 2017.September 30, 2022. Also, the embedded derivatives shown in the above table, which were valued at $3,000 at September 30, 2022, are related to HIVE convertible debentures. HIVE is discussed in more detail in Note 2,3, Investments, to the Consolidated Financial Statements of this Quarterly Report on Form 10-Q. HIVE is a company that is headquartered and traded in Canada with cryptocurrency mining facilities in Iceland, Sweden and Sweden,Canada. Cryptocurrency markets and related stocks have been, and are expected to continue to be, volatile. Cryptocurrency mining is considered an early stage high-risk industry, and the nature of mining is expected to evolve. There is potential for significant volatility in the market price of HIVE, which could materially impact the investment’s value included on the balance sheet and unrealized gain (loss) recognized in comprehensiveinvestment income.


In addition

Interest rate risk

Due to the Company’s investments in debt securities recordedcarried at fair value, discussed above, the Company also has an equity method investment in the amount of $3.3 million at December 31, 2017. As discussed further in Note 2, Investments, to the Consolidated Financial Statements of this Quarterly Report on Form 10-Q, this equity method investment is in the Galileo Partners Fund,interest rate fluctuations represent a Canadian unit trust investment fund managed by Galileo. This fund has a concentrated investment in HIVE, which is also held by the Company as described above. This concentration may result in volatility in the valuation of the Galileo Partners Fund. Under the equity method,market risk factor affecting the Company’s proportional share ofconsolidated financial position. Debt securities may fluctuate in value due to changes in interest rates. Typically, investments subject to interest rate risk will decrease in value when interest rates rise and increase in value when interest rates decline. Fluctuations in interest rates could materially impact the fund’s net income or loss, which primarily consists of realizedCompany’s investments in debt securities carried at fair value included on the balance sheet and unrealized gains and losses on investments offset by fund expenses, is(losses) recognized in the Company’s earnings. Due to the concentrated nature of the fund’s investments, the potential significant volatility in HIVE’s valuation could cause the fund’s net income or loss to vary significantly from period to period, which in turn would be reflected in the Company’s earnings. Subsequent to December 31, 2017, the Company redeemed ainvestment income.

Foreign currency risk

A portion of its investment in the Galileo Partners Fund. See Note 12, Subsequent Event, to the Consolidated Financial Statements of this Quarterly Report on Form 10-Q, for further information.


Foreign currency risk

The Company’s subsidiary Galileo conducts its business in Canada. Galileo’s foreign currency financial statements are translated into U.S. dollars in the financial statement consolidation process. Adverse changes in foreign currency exchange rates would lower the carrying value of Galileo’s assetscash and reduce its results in the consolidated U.S. financial statements. For the three and six months ended December 31, 2017, Galileo represented 37.7 percent and 27.8 percent of net operating revenues and 28.7 percent and 11.9 percent of consolidated income before income taxes, and at December 31, 2017, represented 4.7 percent of total assets (see Note 10, Financial Information by Business Segment, to the Consolidated Financial Statements of this Quarterly Report on Form 10-Q). Certaincertain corporate investments including the Company’s equity method investment, are held in foreign currencies, primarily Canadian. Adverse changes in foreign currency exchange rates would also lower the value of those cash accounts and corporate investments. Certain assets under management also have exposure to foreign currency fluctuations in various markets, which could impact their valuation and thus the revenue received by the Company.

ITEM 4. CONTROLS AND PROCEDURES


An

At the time that the Company’s Quarterly Report on Form 10-Q for the three months ended September 30, 2022, was originally filed on November 10, 2022, an evaluation was conducted under the supervision and with the participation of the Company’s management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of December 31, 2017,September 30, 2022 (the “Evaluation Date.”) Based on that evaluation, the CEO and CFO concluded that, as of the Evaluation Date, the Company’s disclosure controls and procedures were effective as of September 30, 2022.

In connection with the preparation of this Amended Quarterly Report on Form 10-Q/A, a reevaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of September 30, 2022, was conducted under the supervision and with the participation of management, including ourthe Chief Executive Officer and Chief Financial Officer. Based on that evaluation,reevaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were not effective as of December 31, 2017.


ThereSeptember 30, 2022, due to the existence of the material weakness in internal control over financial reporting described below (which we view as an integral part of our disclosure controls and procedures). Based on the completion of the fair value remeasurements, we believe that the consolidated financial statements included in this Amended Quarterly Report on Form 10-Q/A fairly present, in all material respects, our financial position, results of operations and cash flows as of the date, and for the period, presented, in conformity with U.S. GAAP.
 
The material weakness in internal controls over financial reporting that was disclosed in our annual report on Form 10-K/A-2 as of and for the year ended June 30, 2022, was also present as of September 30, 2022.

Management is in the process of designing a remediation plan intended to address this material weakness, which will include taking steps to enhance its evaluation of the qualifications of third-party specialists, more accurately define the scope of work to be performed by such specialists, and improve the review process for work products prepared by specialists. Management, under the supervision of the Audit Committee, will develop a comprehensive remediation plan, including a detailed plan and timetable for implementation, and will report regularly to the Audit Committee regarding the status of the implementation activities.

 
Other than as described above, there
has been no change in the Company’s internal control over financial reporting that occurred during the three months ended December 31, 2017,September 30, 2022, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.



PART II. OTHER INFORMATION


ITEM 1A. RISK FACTORS

The following modifications to risk factors is intended to supplement and should be read along with the

For a discussion of other risk factors which could affect the Company, included inplease refer to Item 1A, “Risk Factors” in the Annual Report on Form 10-K10-K/A-2 for the year ended June 30, 2017.


Additional Risk Factor:

The Company has exposure2022. There have been no material changes since fiscal year end to the cryptocurrency markets through its investments.

The Company has invested in a security in the cryptocurrency mining industry through its corporate investments and indirectly through an investment accounted for under the equity method of accounting. Cryptocurrency markets and related stocks have been, and are expected to continue to be, volatile. Cryptocurrency mining is considered an early stage high-risk industry, and the nature of mining is expected to evolve. There is potential for significant volatility in the valuation of the Company’s cryptocurrency-related investments.

Modifications to Risk Factors:

The market price and trading volume of the Company’s class A common stock may be volatile, which could result in rapid and substantial losses for the Company’s stockholders.

(Additional discussion added to risk factor)

In addition, the Company has invested in a security in the cryptocurrency mining industry through its corporate investments and indirectly through an investment accounted for under the equity method of accounting. As discussed above, cryptocurrency markets and related stocks have been, and are expected to continue to be, volatile. This volatility may materially impact the Company’s financial statements and thus affect the Company’s common stock market price. In addition, the price of the Company’s common stock may fluctuate to the extent that shareholders invest in the Company’s common stock as a proxy for cryptocurrency. The investing public may be influenced by future anticipated appreciation or depreciation in value of cryptocurrencies or blockchain generally, factors over which the Company has little or no influence or control. The Company’s stock price may also be subject to volatility due to supply and demand factors associated with few or limited public company options for investment in the segment, which may change over time. The magnitude of cryptocurrency volatility in relation to the broader market is illustrated by the daily standard deviation of the following over the one-year period ended December 31, 2017: the S&P 500 Index – 0.4 percent; gold stocks represented by the NYSE Arca Gold Miners Index – 1.4 percent; Bitcoin – 5.9 percent; and the Company’s class A common stock – 7.1 percent.

listed therein.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS


Issuer Purchases of Equity Securities


(dollars in thousands, except price data)              
Period 
Total Number of Shares
Purchased 1
  Total Amount Purchased  
Average Price Paid Per Share 2
  
Total Number of Shares Purchased as Part of Publicly Announced Plan 3
  Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plan 
10-01-17 to 10-31-17  10,000  $23  $2.29   10,000  $2,679 
11-01-17 to 11-31-17  19,748   64   3.26   19,748   2,615 
12-01-17 to 12-31-17  7,000   30   4.29   7,000   2,585 
Total  36,748  $117  $3.19   36,748     

(dollars in thousands, except price data)

                     
   

Total Number

          

Total Number of Shares

  

Approximate Dollar Value

 
   

of Shares

  

Total Amount

  

Average Price

  

Purchased as Part of

  

of Shares that May Yet Be

 

Period

  

Purchased (1)

  

Purchased

  

Paid Per Share(2)

  

Publicly Announced Plan(3)

  

Purchased Under the Plan

 
07-01-22 to 07-31-22   5,897  $25  $4.21   5,897  $4,659 
08-01-22 to 08-31-22   2,381   9  $3.94   2,381  $4,650 
09-01-22 to 09-30-22   31,687   99  $3.13   31,687  $4,551 

Total

   39,965  $133  $3.34   39,965     

11.

The Board of Directors of the company approved on December 7, 2012, and renewed on December 12, 2013, December 10, 2014, December 9, 2015, December 6, 2016, and December 5, 2017,annually, a repurchase of up to $2.75 million in each of calendar years 2013 2014, 2015, 2016, 2017, and 2018, respectively,through 2022 of its outstanding class A common stock from time to time on the open market in accordance with all applicable rules and regulations. On February 25, 2022, the Company announced that the Board of Directors of the Company approved an increaseto the limit of its annual share buyback program from $2.75 million to $5.0 million.

22.

The average price paid per share of stock repurchased under the stock repurchase program includes the commissions paid to brokers.

33.

The repurchase plan was approved on December 7, 2012, and renewed on December 12, 2013, December 10, 2014, December 9, 2015, December 6, 2016, and December 5, 2017, and will continue through calendar year 2018.

The total amount of shares that may be repurchased in 20182022 under the renewed program is $2.75$5.0 million.

ITEM 5. OTHER INFORMATION

Investors and others should note that the Company announces material financial information to its investors using the website (www.usfunds.com), SEC filings, press releases, public conference calls and webcasts. The Company also uses social media to communicate with its customers and the public about the Company. It is possible that the information it posts on social media could be deemed to be material information. Therefore, the Company encourages investors, the media, and others interested in the Company to review the information it posts on social media channels listed below. This list may be updated from time to time.

https://www.facebook.com/USFunds
https://twitter.com/USFunds
https://twitter.com/USGlobalETFs
https://www.linkedin.com/company/u-s-global-investors
https://www.instagram.com/usglobal
https://pinterest.com/usfunds
https://www.youtube.com/c/usglobalinvestorssanantonio
https://www.youtube.com/channel/UCDkX1zvbWPyWc99esHOhwRQ

Information contained on the Company’s website or on social media channels is not deemed part of this report.

ITEM 6. EXHIBITS


1. Exhibits –

31

31.1

32

32.1

  

101.INS

Inline XBRL Instance Document

101.SCH

Inline XBRL Taxonomy Extension Schema Document

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

Inline XBRL Taxonomy Extension Labels Linkbase Document

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)


SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereto duly authorized.


U.S. GLOBAL INVESTORS, INC.

DATED:

February 14, 2018

May 24, 2023

BY: /s/ Frank E. Holmes

            Frank E. Holmes

            Chief Executive Officer

DATED:

February 14, 2018May 24, 2023

BY: /s/ Lisa C. Callicotte

            Lisa C. Callicotte

            Chief Financial Officer



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