GROW Filings — U S Global Investors Inc

GROW Filings — U S Global Investors Inc - FilingSpy

10-Q · Quarter ended Mar 31, 2026 · SEC filing ↗

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Management's Discussion and Analysis

U.S. Global Investors, Inc. (the “Company” or “U.S. Global”) has made forward-looking statements concerning the Company’s 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’s 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 epidemics, pandemics or outbreaks and the actions taken in connection therewith, (iii) the effect of government regulation on the Company’s business, and (iv) market, credit, and liquidity risks associated with the Company’s 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 Company's business activities are affected by many factors, including, without limitation, market volatility, investor sentiment, general economic and business conditions, interest rate movements, taxes, inflation, labor costs, competitive conditions, and industry regulation, many of which are beyond the control of the Company's management. Further, the business and regulatory environments in which the Company operates remain complex, uncertain, and subject to change. We expect that regulatory requirements and developments will cause us to incur additional administrative and compliance costs. For a discussion of risk factors which could affect the Company, please refer to Item 1A, “Risk Factors” in the Annual Report on Form 10-K for the year ended June 30, 2025. BUSINESS SEGMENTS The Company, with principal operations located in San Antonio, Texas, manages two business segments: (1) the Company offers a broad range of investment management products and services to meet the needs of individual and institutional investors, and (2) the Company invests for its own account in an effort to add growth and value to its cash position. The following is a brief discussion of the Company’s business segments. Investment Management Services The Company provides advisory services for four 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”). 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, 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. At March 31, 2026, total assets under management (“AUM”), including ETF and USGIF clients, were approximately $1.4 billion, compared to approximately $1.2 billion at March 31, 2025, representing an increase of $239.1 million. Average AUM for the nine months ended March 31, 2026, was approximately $1.5 billion, compared with approximately $1.5 billion for the nine months ended March 31, 2025, representing a decrease of $36.8 million, despite similar rounded amounts. Total AUM was approximately $1.3 billion at June 30, 2025, the Company’s prior fiscal year end, and increased by $105.7 million during the nine months ended March 31, 2026. Page 22 Table of Contents The following tables summarize the changes in AUM for USGIF for the three and nine months ended March 31, 2026, and 2025. Changes in Assets Under Management Three Months Ended March 31, 2026 2025 (dollars in thousands) Equity Fixed Income Total Equity Fixed Income Total Beginning Balance $ 468,863 $ 50,755 $ 519,618 $ 226,846 $ 53,324 $ 280,170 Market appreciation (depreciation) 8,499 195 8,694 41,866 481 42,347 Dividends and distributions (57,722 ) (377 ) (58,099 ) - (437 ) (437 ) Net shareholder purchases (redemptions) 52,091 2,594 54,685 (3,453 ) (1,195 ) (4,648 ) Ending Balance $ 471,731 $ 53,167 $ 524,898 $ 265,259 $ 52,173 $ 317,432 Average investment management fee 0.89 % 0.00 % 0.81 % 0.79 % 0.00 % 0.65 % Average net assets $ 524,527 $ 51,629 $ 576,156 $ 249,043 $ 52,452 $ 301,495 Changes in Assets Under Management Nine Months Ended March 31, 2026 2025 (dollars in thousands) Equity Fixed Income Total Equity Fixed Income Total Beginning Balance $ 296,756 $ 53,679 $ 350,435 $ 233,296 $ 55,102 $ 288,398 Market appreciation (depreciation) 183,009 1,115 184,124 45,324 1,563 46,887 Dividends and distributions (74,405 ) (1,177 ) (75,582 ) (7,591 ) (1,398 ) (8,989 ) Net shareholder purchases (redemptions) 66,371 (450 ) 65,921 (5,770 ) (3,094 ) (8,864 ) Ending Balance $ 471,731 $ 53,167 $ 524,898 $ 265,259 $ 52,173 $ 317,432 Average investment management fee 0.87 % 0.00 % 0.78 % 0.75 % 0.00 % 0.61 % Average net assets $ 425,166 $ 51,530 $ 476,696 $ 245,983 $ 53,978 $ 299,961 As reflected above, USGIF's period-end AUM at March 31, 2026, was higher than at March 31, 2025. Average net assets for both the three and nine months ended March 31, 2026, were also higher than the corresponding prior-year periods. For the three and nine months ended March 31, 2026, the increase in AUM was primarily attributable to market appreciation within the equity funds. The net shareholder purchases reflected in the table above for the three-month period were primarily driven by reinvested dividends and distributions. AUM also increased for the three and nine months ended March 31, 2025, primarily driven by market appreciation within the equity funds. The average annualized investment management fee rate (total advisory fees, excluding performance fees, as a percentage of average assets under management) was 81 and 78 basis points for the three and nine months ended March 31, 2026, respectively, compared to 65 and 61 basis points for the corresponding prior-year periods. For equity funds, the average investment management fee was 89 and 87 basis points for the three and nine months ended March 31, 2026, respectively, compared to 79 and 75 basis points for the corresponding prior-year periods. The Company has contractually and voluntarily agreed to limit fund expenses, which resulted in fee waivers and expense reimbursements. As a result, the average investment management fee for the fixed income funds was minimal. Corporate Investments 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 March 31, 2026, the Company held investments carried at fair value on a recurring basis of $12.4 million and a cost basis of $13.2 million. The fair value of these investments is approximately 25.4 percent of the Company’s total assets at March 31, 2026. In addition, the Company held other investments of approximately $4.7 million, and held-to-maturity debt investments, net of allowance for credit losses, of $961,000. Investments recorded at fair value on a recurring basis were approximately $12.4 million at March 31, 2026, compared to approximately $13.8 million at June 30, 2025, the Company’s prior fiscal year end, which is a decrease of approximately $1.3 million. See Note 2, Investments, in the Notes to Consolidated Financial Statements of this Quarterly Report on Form 10-Q, for further information regarding investment activities. Page 23 Table of Contents RESULTS OF OPERATIONS – Three months ended March 31, 2026, and 2025 The Company recorded net income of $2.7 million ($0.23 per share) for the three months ended March 31, 2026, compared with net loss of $382,000 ($(0.03) per share) for the three months ended March 31, 2025, representing a change of approximately $3.1 million. The change was primarily attributable to higher net investment income, a favorable change in income tax expense/benefit, higher operating revenues, and lower operating expenses, as discussed further below. Operating Revenues Total consolidated operating revenues for the three months ended March 31, 2026, increased $659,000, or 31.3 percent, compared with the same period in 2025. The increase was primarily attributable to the following factors: • There were no performance fee adjustments for USGIF in the current period, compared with fees paid of $69,000 in the prior-year period, representing a favorable change. The USGIF performance fees, which applied to the equity funds only, were fulcrum fees consisting of a 0.25 percent upwards or downwards adjustment of the base management fee when there was a 5 percent or more performance difference between a fund’s performance and that of its designated benchmark index over the prior rolling 12 months. This performance adjustment began to be phased out during the fourth quarter of fiscal 2024 and ceased during the fourth quarter of fiscal 2025. During the phase-out period, the adjustment for the performance fee could only be adjusted downward. • Administrative service fees for USGIF increased by $34,000, reflecting higher average assets under management, primarily in equity funds. • Base management fees increased by $556,000. ETF unitary management fees decreased by $111,000 primarily due to lower average assets under management in the Jets ETF. These decreases were more than offset by a $667,000 increase in USGIF advisory fees, reflecting higher average assets under management, primarily in equity funds. Operating Expenses Total consolidated operating expenses for the three months ended March 31, 2026, decreased by $322,000, or 10.7 percent, compared with the same period in 2025. The decrease was primarily driven by a $143,000, or 11.1 percent, reduction in employee compensation and benefits, reflecting lower employee salaries, hiring costs, and profit sharing; a $138,000, or 56.8 percent, decline in advertising expenses, primarily attributable to elevated advertising spending in the prior-year period; and a $42,000, or 2.9 percent, decrease in general and administrative expenses, primarily due to lower ETF-related costs. Other Income (Loss) Total consolidated other income was $1.7 million for the three months ended March 31, 2026, an increase of $1.1 million compared with $648,000 in the prior-year period. The increase was primarily driven by higher net investment income, reflecting a favorable change in unrealized gains on investment securities, partially offset by lower realized gains on debt securities and lower interest and dividend income. Net investment income totaled $1.7 million in the current period, compared with $548,000 in the prior-year period. The increase was driven by the following factors: • Net unrealized gains on equity securities and debt securities classified as trading totaled $1.3 million in the current period, compared with net unrealized losses of $59,000 in the prior-year period, reflecting a favorable change of $1.4 million. The current period includes $1.9 million of unrealized gains recognized under the measurement alternative; no such gains were recognized in the prior-year period. The unrealized gains recognized during the period under the measurement alternative resulted from observable price changes in orderly transactions for identical or similar securities and are discussed further in Note 2, Investments, in the Notes to Consolidated Financial Statements of this Quarterly Report on Form 10-Q. • Dividend and interest income was $364,000 in the current period, compared with $466,000 in the prior-year period, reflecting an unfavorable change of $102,000. The change is primarily related to the absence of interest income earned on the Company's investment in HIVE convertible debentures, which were paid in full in December 2025. • There were no realized gains on debt securities in the current period, compared with $134,000 in the prior-year period, resulting in an unfavorable change of $134,000. The change was due to the absence of realized gains on debt securities reclassified from other comprehensive income (loss) related to the Company's investment in HIVE debentures, which were paid in full in December 2025. • Foreign currency losses were $54,000 in the current period, compared with $1,000 in the prior-year period, reflecting an unfavorable change of $53,000. Provision for Income Taxes There was an income tax benefit of $844,000 for the three months ended March 31, 2026, compared with an income tax expense of $137,000 for the same period in 2025, representing a change of approximately $981,000. The change was primarily driven by discrete tax items, including a 481(a) adjustment related to the federal income tax treatment of certain HIVE convertible securities and a decrease in the valuation allowance. These discrete items reduced income tax expense for the three months ended March 31, 2026, and had the effect of offsetting tax expense recognized in the three months ending December 31, 2025. As a result, the Company’s effective tax rate may not be comparable between periods. Page 24 Table of Contents RESULTS OF OPERATIONS – Nine months ended March 31, 2026, and 2025 The Company recorded net income of $3.3 million ($0.27 per share) for the nine months ended March 31, 2026, compared with a net loss of $153,000 ($(0.01) per share) for the same period in 2025, representing a change of approximately $3.5 million. The increase was primarily attributable to higher net investment income, increased operating revenues, lower operating expenses, partially offset by higher income tax expense in the current period, as discussed further below. Operating Revenues Total consolidated operating revenues for the nine months ended March 31, 2026, increased by $1.0 million, or 15.9 percent, compared with the same period in 2025. The increase was primarily attributable to the following factors: • There were no performance fee adjustments for USGIF in the current period, compared with fees paid of $229,000 in the prior-year period, representing a favorable change. The USGIF performance fees, which applied to the equity funds only, were fulcrum fees consisting of a 0.25 percent upwards or downwards adjustment of the base management fee when there was a 5 percent or more performance difference between a fund’s performance and that of its designated benchmark index over the prior rolling 12 months. This performance adjustment began to be phased out during the fourth quarter of fiscal 2024 and ceased during the fourth quarter of fiscal 2025. During the phase-out period, the adjustment for the performance fee could only be adjusted downward. • Administrative service fees for USGIF increased by $68,000, reflecting higher average assets under management, primarily in equity funds. • Base management fees increased by $735,000. ETF unitary management fees decreased by $667,000, primarily due to lower average assets under management in the Jets ETF. These decreases were more than offset by a $1.4 million increase in USGIF advisory fees, reflecting higher average assets under management, primarily in equity funds. Operating Expenses Total consolidated operating expenses for the nine months ended March 31, 2026, decreased by $443,000, or 5.2 percent, compared with the same period in 2025. The decrease was primarily driven by a $339,000, or 7.8 percent, reduction in general and administrative expenses, primarily due to lower ETF-related costs; and a $93,000, or 19.1 percent, decline in advertising expenses, primarily attributable to elevated advertising spending in the prior-year period. Other Income (Loss) Total consolidated other income was $4.7 million for the nine months ended March 31, 2026, an increase of $2.7 million compared with $2.1 million in the prior-year period. The increase was primarily driven by higher net investment income, reflecting a favorable change in unrealized gains on investment securities, partially offset by lower realized gains on debt securities and lower interest and dividend income. Net investment income totaled $4.5 million in the current period, compared with $1.8 million in the prior-year period. The increase was driven by the following factors: • Net unrealized gains on equity securities and debt securities classified as trading totaled $3.3 million in the current period, compared with net unrealized losses of $207,000 in the prior-year period, reflecting a favorable change of $3.5 million. The current period includes $3.3 million of unrealized gains recognized under the measurement alternative; no such gains were recognized in the prior-year period. The unrealized gains recognized during the period under the measurement alternative resulted from observable price changes in orderly transactions for identical or similar securities and are discussed further in Note 2, Investments, in the Notes to Consolidated Financial Statements of this Quarterly Report on Form 10-Q. • Dividend and interest income was $1.2 million in the current period compared with $1.7 million in the prior-year period, an unfavorable change of $532,000. The change primarily reflects lower interest income earned on the Company's investment in HIVE convertible debentures, which were paid in full in December 2025. • Realized gains on debt securities were $108,000 in the current period, compared with $507,000 in the prior-year period, resulting in an unfavorable change of $399,000. The decrease was primarily due to lower realized gains on debt securities reclassified from other comprehensive income (loss) related to the Company's investment in HIVE debentures, which were paid in full in December 2025. • Foreign currency losses were $92,000 in the current period, compared with $193,000 in the prior-year period, reflecting a favorable change of $101,000. Provision for Income Taxes Income tax expense was $874,000 for the nine months ended March 31, 2026, compared with $229,000 for the same period in 2025, representing an increase of $645,000. The increase was primarily attributable to an increase in pretax income. Page 25 Table of Contents LIQUIDITY AND CAPITAL RESOURCES At March 31, 2026, the Company had net working capital (current assets minus current liabilities) of approximately $36.2 million, a decrease of $1.0 million, or 2.7 percent, since June 30, 2025, and a current ratio (current assets divided by current liabilities) of 20.9 to 1. With approximately $24.6 million in cash and cash equivalents, an increase of $23,000, or 0.1 percent since June 30, 2025, and $12.4 million in securities carried at fair value on a recurring basis, which together comprise approximately 75.6 percent of total assets, the Company has adequate liquidity to meet its current obligations. The increase in cash and cash equivalents was primarily due to proceeds from principal paydowns of $2.3 million, net cash provided by operating activities of $519,000, proceeds on the sale of corporate investments of $500,000, and return of capital distributions of $174,000; partially offset by repurchases of the Company's common stock of $1.6 million, purchases of corporate investments of $1.0 million, and dividends paid of $862,000. Consolidated shareholders’ equity at March 31, 2026, was $46.0 million, an increase of $841,000, or 1.9 percent since June 30, 2025. The increase was primarily driven by net income of $3.3 million, partially offset by repurchases of the Company's common stock (including excise tax) of $1.6 million and $849,000 of dividends declared during the nine months ended March 31, 2026. The Company also has access to a $1.0 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 expires on May 31, 2026, and the Company intends to renew it biennially. The credit facility is collateralized by approximately $1.0 million, included in restricted cash on the Consolidated Balance Sheets, held in deposit in a money market account at the financial institution that provided the credit facility. As of March 31, 2026, this credit facility remained 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 related contracts between the Company and USGIF have been renewed through September 2026. The advisory agreement for the U.S.-based ETFs has been renewed through July 2026. 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, 2026, but may be suspended or discontinued. Cash and securities recorded at fair value on a recurring basis of approximately $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. CRITICAL ACCOUNTING ESTIMATES For a discussion of other critical accounting policies that the Company follows, please refer to Item 7 in the Annual Report on Form 10-K for the year ended June 30, 2025. Page 26 Table of Contents

Quantitative and Qualitative Disclosures About Market Risk

Macroeconomic conditions, including inflation, geopolitical developments, and other factors contributing to market volatility, may heighten investor concerns and adversely affect financial markets. Negative investor sentiment arising from such conditions, including uncertainty related to geopolitical conflicts, cryptocurrency market disruptions, or broader economic trends, may result in declines in asset values, increased market volatility, and reduced investment activity. These developments could negatively impact the Company’s revenue, operating results, cash flows, the fair value of the Company's corporate investments, and its stock price. Additionally, prolonged or intensifying trade tensions, including tariffs, trade restrictions, and retaliatory measures, may further exacerbate investor concerns, disrupt global capital flows, and depress asset prices. Such uncertainty may lead to shifts in investor behavior, changes in asset allocation preferences, and increased redemption activity, which could reduce the Company's assets under management and management fees. Market declines may also adversely affect the valuation of the Company’s corporate investments, further impacting the Company’s financial position and results of operations. Investment Management and Administrative Services Fees Revenues are generally based upon a percentage 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 portion of assets under management 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. Corporate Investments The Company’s Consolidated Balance Sheets include significant amounts of assets whose fair values are subject to market risk. The market risks are primarily associated with equity prices and foreign currency exchange rates. The 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 carried at fair value, equity price fluctuations represent a market risk factor affecting the Company’s consolidated financial position. The carrying values of investments subject to equity price risks are based on quoted market prices or, if not actively traded, management’s estimate of fair value as of the balance sheet date. Market prices fluctuate, and the amount realized in the subsequent sale of an investment may differ significantly from the reported fair value. The following table summarizes the Company’s equity price risks in securities carried at fair value on a recurring basis as of March 31, 2026, and shows the effects of a hypothetical 25 percent increase and a 25 percent decrease in market prices. Estimated Fair Value Estimated Increase Fair Value at Hypothetical After Hypothetical (Decrease) in (dollars in thousands) March 31, 2026 Percentage Change Price Change Net Income (Loss)(1) Trading securities at fair value $ 12,428 25% increase $ 15,535 $ 2,455 25% decrease $ 9,321 $ (2,455 ) 1. Changes in unrealized gains and losses on trading securities at fair value are included in earnings in the Consolidated Statements of Operations. The estimated increase (decrease) is after income taxes at the statutory rate in effect as of the balance sheet date. 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. Page 27 Table of Contents Interest rate risk Due to the Company’s investments in debt securities, interest rate fluctuations represent a market risk factor affecting the Company’s consolidated financial position. Debt securities may fluctuate in value due to changes in interest rates. Generally, investments subject to interest rate risk will decrease in value when interest rates rise and increase in value when interest rates decline. Fluctuations in interest rates could have a material impact on the Company’s investments in debt securities included on the Consolidated Balance Sheets and interest income recognized in net investment income (loss). Foreign currency risk A portion of cash and certain corporate investments are denominated in foreign currencies. Adverse changes in foreign currency exchange rates may reduce the value of those assets. In addition, certain assets under management have exposure to foreign currency fluctuations in various markets, which may adversely impact their valuation and, consequently, the revenue received by the Company. Additionally, escalating trade tensions and retaliatory measures, such as tariffs, trade restrictions, or capital controls, could contribute to currency volatility, disrupt cross-border transactions, and affect the liquidity and valuation of foreign-denominated assets. These factors may further impact the Company's financial condition and operating results. Indirect exposure to cryptocurrencies risk Cryptocurrencies (also referred to as “virtual currencies” and “digital currencies”) are digital assets designed to function as a medium of exchange. While the Company does not have any current intention of directly investing in cryptocurrencies, it has indirect exposure to cryptocurrency-related market risk through investments in securities of issuers with operations in the cryptocurrency industry, such as mining companies, as well as exchange-traded funds that hold cryptocurrency-related assets. Cryptocurrency markets are subject to significant price volatility and evolving regulatory oversight, which may heighten investor concerns and contribute to broader market uncertainty. Cryptocurrencies are not backed by any government or central authority, and their trading markets are subject to a fragmented and developing regulatory framework across jurisdictions. As a result, these markets may be more susceptible to operational disruptions, technical issues, and market integrity risks, including fraud or manipulation, when compared to established and regulated securities markets. The value of cryptocurrency-related assets may fluctuate significantly and unpredictably due to a variety of factors, including changes in investor sentiment, regulatory developments, macroeconomic conditions, technological developments, cybersecurity risks, and public perceptions regarding adoption, use, and environmental impact. Adverse developments in cryptocurrency markets may negatively affect the value of the Company's indirect cryptocurrency-related investments and contribute to increased volatility in the Company's results of operations and financial condition.

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