UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-Q
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[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the quarterly period ended December 31, 2002
OR
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from ________ to _________
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Commission File Number 0-13928
U.S. GLOBAL INVESTORS, INC.
(Exact name of registrant as specified in its charter)
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TEXAS 74-1598370
(State or Other Jurisdiction of (IRS Employer Identification Number)
Incorporation or Organization)
7900 CALLAGHAN ROAD 78229-1234
SAN ANTONIO, TEXAS (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)
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, and (2) has been subject to such filing requirements
for the past 90 days.
YES [X] NO [ ]
On February 11, 2003, there were 6,311,474 shares of Registrant's class A
nonvoting common stock issued and 5,955,160 shares of Registrant's class A
common stock issued and outstanding, no shares of Registrant's class B nonvoting
common shares outstanding, and 1,496,800 shares of Registrant's class C common
stock issued and outstanding.
TABLE OF CONTENTS
PART I FINANCIAL INFORMATION .............................................. 1
ITEM 1 FINANCIAL STATEMENTS ............................................ 1
Consolidated Statements of Financial Condition (Unaudited) .......... 1
Consolidated Statements of Operations and Comprehensive Loss
(Unaudited) ....................................................... 3
Consolidated Statements of Cash Flows (Unaudited) ................... 4
Notes to Consolidated Financial Statements (Unaudited) .............. 5
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS ........................................... 8
ITEM 3 MARKET RISK DISCLOSURES ......................................... 12
ITEM 4 CONTROLS AND PROCEDURES ......................................... 12
PART II OTHER INFORMATION ................................................. 13
ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K ................................ 13
SIGNATURES ............................................................. 14
EXHIBIT 11 - SCHEDULE OF COMPUTATION OF NET INCOME (LOSS) PER SHARE .... 17
EXHIBIT 991 -- QUARTERLY CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 ........... 18
EXHIBIT 992 -- QUARTERLY CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 ........... 19
U.S. GLOBAL INVESTORS, INC.
DECEMBER 31, 2002, QUARTERLY REPORT ON FORM 10-Q PAGE 1 of 19
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (UNAUDITED)
ASSETS
DECEMBER 31, JUNE 30,
2002 2002
---------- ----------
(UNAUDITED)
CURRENT ASSETS
Cash and cash equivalents $1,212,682 $ 988,936
Due from brokers 64,722 70,871
Trading securities, at fair value 734,329 1,409,474
Receivables
Mutual funds 785,417 963,730
Employees 7,482 78,070
Other 447,157 32,194
Prepaid expenses 375,406 279,273
Deferred tax asset 382,863 365,421
---------- ----------
TOTAL CURRENT ASSETS 4,010,058 4,187,969
---------- ----------
NET PROPERTY AND EQUIPMENT 1,812,146 1,869,990
---------- ----------
OTHER ASSETS
Restricted investments 195,000 210,000
Long-term deferred tax asset 847,079 739,154
Investment securities available-for-sale,
at fair value 511,656 853,612
Other -- 44,296
---------- ----------
TOTAL OTHER ASSETS 1,553,735 1,847,062
---------- ----------
TOTAL ASSETS $7,375,939 $7,905,021
========== ==========
The accompanying notes are an integral part of this statement.
U.S. GLOBAL INVESTORS, INC.
DECEMBER 31, 2002, QUARTERLY REPORT ON FORM 10-Q PAGE 2 OF 19
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LIABILITIES AND SHAREHOLDERS' EQUITY
DECEMBER 31, JUNE 30,
2002 2002
---------- ----------
(UNAUDITED)
CURRENT LIABILITIES
Accounts payable $ 102,979 $ 695,693
Accrued compensation and related costs 227,141 221,282
Current portion of notes payable 67,800 65,637
Current portion of annuity and
contractual obligation 10,105 9,758
Other accrued expenses 341,341 264,625
---------- ----------
TOTAL CURRENT LIABILITIES 749,366 1,256,995
---------- ----------
Notes payable-net of current portion 922,068 955,569
Annuity and contractual obligations 107,332 112,398
---------- ----------
TOTAL NON-CURRENT LIABILITIES 1,029,400 1,067,967
---------- ----------
TOTAL LIABILITIES 1,778,766 2,324,962
---------- ----------
SHAREHOLDERS' EQUITY
Common stock (Class A) - $.05 par value;
nonvoting; authorized, 7,000,000
shares; issued, 6,311,474
shares 315,574 315,574
Common stock (Class B) - $.05 par value;
nonvoting; authorized, 2,250,000
shares; no shares issued -- --
Common stock (Class C) - $.05 par value;
voting; authorized, 1,750,000 shares;
issued, 1,496,800 shares 74,840 74,840
Additional paid-in-capital 10,759,009 10,761,276
Treasury stock, class A shares at cost;
356,314 and 345,331 shares at
December 31, 2002, and June 30,
2002, respectively (647,419) (639,407)
Accumulated other comprehensive loss,
net of tax (266,342) (40,651)
Accumulated deficit (4,638,489) (4,891,573)
---------- ----------
TOTAL SHAREHOLDERS' EQUITY 5,597,173 5,580,059
---------- ----------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $7,375,939 $7,905,021
========== ==========
The accompanying notes are an integral part of this statement.
U.S. GLOBAL INVESTORS, INC.
DECEMBER 31, 2002, QUARTERLY REPORT ON FORM 10-Q PAGE 3 OF 19
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CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (UNAUDITED)
SIX MONTHS ENDED THREE MONTHS ENDED
DECEMBER 31, DECEMBER 31,
-------------------------- --------------------------
2002 2001 2002 2001
----------- ----------- ----------- -----------
REVENUES
Investment advisory fees $ 2,412,199 $ 2,417,329 $ 1,184,416 $ 1,194,528
Transfer agent fees 1,162,413 1,259,439 578,661 626,748
Custodial and administrative fees 85,428 89,490 50,548 44,974
Investment income (loss) (79,729) (222,809) 41,358 (77,823)
Private client advisory fees 324,997 -- 119,632 --
Other 106,390 169,761 66,128 97,282
----------- ----------- ----------- -----------
4,011,698 3,713,210 2,040,743 1,885,709
EXPENSES
General and administrative 3,658,919 3,656,317 1,853,654 1,832,424
Depreciation 58,704 63,931 28,828 29,616
Interest 42,492 44,814 20,979 23,042
----------- ----------- ----------- -----------
3,760,115 3,765,062 1,903,461 1,885,082
----------- ----------- ----------- -----------
INCOME (LOSS) BEFORE INCOME TAXES 251,583 (51,852) 137,282 627
PROVISION FOR FEDERAL INCOME TAXES
Tax (Benefit) Expense (1,501) (25,421) (4,695) 22,157
----------- ----------- ----------- -----------
NET INCOME (LOSS) $ 253,084 $ (26,431) $ 141,977 $ (21,530)
Other comprehensive loss, net of tax
Unrealized losses on
available-for-sale
securities (225,691) (48,280) (100,852) (12,012)
----------- ----------- ----------- -----------
COMPREHENSIVE INCOME (LOSS) $ 27,393 $ (74,711) $ 41,125 $ (33,542)
=========== =========== =========== ===========
BASIC AND DILUTED NET INCOME (LOSS)
PER SHARE $ 0.03 $ (0.00) $ 0.02 $ (0.00)
=========== =========== =========== ===========
The accompanying notes are an integral part of this statement.
U.S. GLOBAL INVESTORS, INC.
DECEMBER 31, 2002, QUARTERLY REPORT ON FORM 10-Q PAGE 4 OF 19
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CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
SIX MONTHS
ENDED DECEMBER 31,
------------------------
2002 2001
---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 253,084 $ (26,431)
Adjustments to reconcile net
income (loss) to net cash
provided by operating activities:
Depreciation 58,704 63,931
Provision (benefit) for deferred taxes (1,501) (25,421)
Changes in assets and liabilities,
impacting cash from operations:
Accounts receivable (166,062) (454)
Prepaid expenses and other (38,289) (60,887)
Trading securities 675,145 352,921
Accounts payable and accrued expenses (510,139) (15,101)
---------- ----------
Total adjustments 17,858 314,989
---------- ----------
NET CASH PROVIDED BY OPERATING ACTIVITIES 270,942 288,558
---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (860) (1,500)
Purchase of available-for-sale
securities -- (102,742)
---------- ----------
NET CASH USED IN INVESTING ACTIVITIES (860) (104,242)
---------- ----------
CASH FLOW FROM FINANCING ACTIVITIES:
Payments on annuity (4,719) (4,470)
Payments on note payable (31,338) (30,384)
Proceeds from issuance or
exercise of stock, warrants,
and options 20,984 23,552
Purchase of treasury stock (31,263) (67,837)
---------- ----------
NET CASH USED IN FINANCING ACTIVITIES (46,336) (79,139)
---------- ----------
NET INCREASE IN CASH AND CASH EQUIVALENTS 223,746 105,177
BEGINNING CASH AND CASH EQUIVALENTS 988,936 1,333,922
---------- ----------
ENDING CASH AND CASH EQUIVALENTS $1,212,682 $1,439,099
========== ==========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION
Cash paid for interest $ 42,492 $ 44,814
The accompanying notes are an integral part of this statement.
U.S. GLOBAL INVESTORS, INC.
DECEMBER 31, 2002, QUARTERLY REPORT ON FORM 10-Q PAGE 5 OF 19
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 1. BASIS OF PRESENTATION
The Consolidated Financial Statements have been prepared by U.S. Global
Investors, Inc. (the Company or U.S. Global) pursuant to accounting principles
generally accepted in the United States and the rules and regulations of the
Securities and Exchange Commission that permit reduced disclosure for interim
periods. The financial information included herein reflects all adjustments
(consisting solely of normal recurring adjustments), which are, in the opinion
of management, 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-K for the year ended June 30, 2002.
The consolidated financial statements include the accounts of the Company and
its wholly owned subsidiaries, United Shareholder Services, Inc. (USSI), A&B
Mailers, Inc. (A&B), U.S. Global Investors (Guernsey) Limited (USGG), and U.S.
Global Brokerage, Inc. (USGB).
All significant intercompany balances and transactions have been eliminated in
consolidation. Certain amounts have been reclassified for comparative purposes.
The results of operations for the six-month and three-month period ended
December 31, 2002, are not necessarily indicative of the results to be expected
for the entire year.
NOTE 2. INVESTMENTS
The cost of investments classified as trading at December 31, 2002, and June 30,
2002, was $1,729,779 and $2,178,041, respectively. The market value of
investments classified as trading at December 31, 2002, and June 30, 2002, was
$734,329 and $1,409,474, respectively. The net change in unrealized holding
losses on trading securities held at December 31, 2002, and 2001, which has been
included in income for the six-month period, is ($95,128) and ($162,121),
respectively. Sales of trading securities generated realized losses of $0 and
$87,948 for the six-month period ended December 31, 2002, and 2001,
respectively.
During fiscal 2002 and the first quarter of fiscal 2003, securities were
purchased on behalf of a private advisory client of the Company for
approximately $582,000 and were included in trading securities on the Company's
statement of financial condition. These securities had contingent payables that
were required to be paid by the Company to the private advisory client upon
liquidation of the security, net of any fees earned. These payables were
included in accounts payable on the statement of financial condition at June 30,
2002, and September 30, 2002. During December 2002, these securities were
re-registered, and, as a result, were no longer recorded an asset of the Company
and there were no longer any associated contingent payables. Beneficial
ownership of the securities has been, and still is, maintained by the private
advisory client. The Company has a fee arrangement for these securities whereby
it receives a minimum of 2% of the cost of the securities annually plus 20% of
any gains from the sale of the securities, payable at the settlement of the
sales. The Company has recorded approximately $324,997 and $119,632 from these
fee arrangements for the six-month period and quarter ended December 31, 2002,
respectively. Included in the $324,997 is approximately $25,000 of realized
gains resulting from the sale of a security in the client account in December
2002. These amounts have been classified as private client advisory fees on the
statement of operations.
The cost of investments in securities classified as available-for-sale, which
may not be readily marketable was $915,204 at December 31, 2002, and June 30,
2002. These investments are reflected as non-current assets on the consolidated
balance sheet at their fair value at December 31, 2002, and June 30, 2002, of
$511,656 and $853,612, respectively, with $266,342 and $40,651, respectively,
net of tax, in unrealized losses being recorded as a separate component of
shareholders' equity.
NOTE 3. INVESTMENT ADVISORY, TRANSFER AGENT AND OTHER FEES
The Company serves as investment adviser to U.S. Global Investors Funds (USGIF)
and U.S. Global Accolade Funds (USGAF) and receives a fee based on a specified
percentage of net assets under management. USGAF are sub-advised by outside
third-party managers, who are in turn paid out of the investment advisory fees
received by the Company. The Company also serves as transfer agent to USGIF and
USGAF and receives a fee based on the number of shareholder accounts.
Additionally, the Company provides in-house legal services to USGIF and USGAF,
and the Company also
U.S. GLOBAL INVESTORS, INC.
DECEMBER 31, 2002, QUARTERLY REPORT ON FORM 10-Q PAGE 6 OF 19
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receives certain miscellaneous fees directly from USGIF and USGAF shareholders.
Fees for providing services to USGIF and USGAF continue to be the Company's
primary revenue source.
The Company receives additional revenue from several sources including custodian
fee revenues, revenues from miscellaneous transfer agency activities including
lockbox functions, mailroom operations from A&B, management of investments for a
private client, as well as gains on marketable securities transactions.
The Company has voluntarily waived or reduced its advisory fee and/or has agreed
to pay expenses on several USGIF funds through June 30, 2003, or such later date
as the Company determines. The aggregate fees waived and expenses borne by the
Company for the six-month period ended December 31, 2002, and 2001, was $782,366
and $842,785, respectively.
The investment advisory and related contracts between the Company and USGIF and
USGAF will expire in February 2003 and May 2003, respectively. Management
anticipates the board of trustees of both USGIF and USGAF will renew the
contracts.
NOTE 4. BORROWINGS
The Company has a note payable to a bank secured by land, an office building,
and related improvements. As of December 31, 2002, the balance on the note was
$989,868. The loan is currently amortizing over a twelve-year period with
payments of both principal and interest due monthly based on a fixed rate of
6.50 percent annually. The current monthly payment is $10,840, and the note
matures on January 31, 2006. Under this agreement, the Company must maintain
certain financial covenants. The Company is in full compliance with its
financial covenants at December 31, 2002.
Management believes that the Company has adequate cash, cash equivalents, and
equity in the underlying assets to retire the obligation if necessary.
The Company has access to a $1 million credit facility with a one-year maturity
for working capital purposes. Any use of this credit facility will be secured by
the Company's eligible accounts receivable and pledged securities. As of
December 31, 2002, this credit facility remained unutilized by the Company.
NOTE 5. INCOME TAXES
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. For federal
income tax purposes at December 31, 2002, the Company has net operating loss
carryovers (NOLs) of approximately $2.4 million, which will expire between
fiscal 2005 and 2011, charitable contribution carryovers of approximately
$63,000 expiring between 2004 and 2006, and alternative minimum tax credits of
approximately $140,000 with indefinite expirations. The long-term deferred tax
asset includes approximately $137,000 of unrealized losses on available-for-sale
securities, approximately $195,000 from the permanent write-down of security
valuations, and approximately $40,000 from annuity obligations. If certain
changes in the Company's ownership occur subsequent to December 31, 2002, there
could be an annual limitation on the NOLs that could be utilized.
A valuation allowance is provided when it is more likely than not that some
portion of the deferred tax amount will not be realized. Management included a
valuation allowance of approximately $558,000 and $684,000 at December 31, 2002,
and June 30, 2002, respectively, providing for the utilization of NOLs,
charitable contributions, and investment tax credits against future taxable
income.
NOTE 6. FINANCIAL INFORMATION BY BUSINESS SEGMENT
The Company operates principally in two business segments: providing investment
management services to its mutual funds and private client, and investing for
its own account in an effort to add growth and value to its cash position. The
following schedule details total revenues and income (loss) by business segment:
U.S. GLOBAL INVESTORS, INC.
DECEMBER 31, 2002, QUARTERLY REPORT ON FORM 10-Q PAGE 7 OF 19
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INVESTMENT
MANAGEMENT CORPORATE
SERVICES INVESTMENT CONSOLIDATED
---------- ------------- -----------
SIX MONTHS ENDED DECEMBER 31, 2002
Net revenues $4,091,427 $ (79,729) $ 4,011,698
========== ============= ===========
Net income (loss) before income taxes $ 331,937 $ (80,354) $ 251,583
========== ============= ===========
Depreciation $ 58,704 $ -- $ 58,704
========== ============= ===========
Interest expense $ 41,867 $ 625 $ 42,492
========== ============= ===========
Capital expenditures $ 860 $ -- $ 860
========== ============= ===========
Gross identifiable assets at December 31, 2002 $4,633,670 $ 1,245,985 $ 5,879,655
Deferred tax asset 1,229,942
Accumulated other comprehensive loss 266,342
-----------
Consolidated total assets at December 31, 2002 $ 7,375,939
===========
SIX MONTHS ENDED DECEMBER 31, 2001
Net revenues $3,936,019 $ (222,809) $ 3,713,210
========== ============= ===========
Net income (loss) before income taxes $ 171,279 $ (223,131) $ (51,852)
========== ============= ===========
Depreciation $ 63,931 $ -- $ 63,931
========== ============= ===========
Interest expense $ 44,518 $ 296 $ 44,814
========== ============= ===========
Capital expenditures $ 1,500 $ -- $ 1,500
========== ============= ===========
Gross identifiable assets at December 31, 2001 $4,966,050 $ 1,535,232 $ 6,501,282
Deferred tax asset 1,091,307
Accumulated other comprehensive loss 150,644
-----------
Consolidated total assets at December 31, 2001 $ 7,743,233
===========
NOTE 7. CONTINGENCIES
In fiscal year 2002, the Company was named as one of several defendants in a
civil lawsuit filed in New York. Management consulted with legal counsel and
determined that the Company had strong merits for either having the case
dismissed or obtaining a favorable ruling. In addition, the Company filed a
claim against its insurance policy, and the carrier agreed to coverage on this
claim. Insurance reimbursements for legal expenses incurred as a result of this
lawsuit have been included in other receivables in the amount of $73,773 at
December 31, 2002.
U.S. GLOBAL INVESTORS, INC.
DECEMBER 31, 2002, QUARTERLY REPORT ON FORM 10-Q PAGE 8 OF 19
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
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 quarterly 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,
(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.
BUSINESS SEGMENTS
The Company, with principal operations in San Antonio, Texas, manages two
business segments: (1) the Company provides investment management services, and
(2) the Company invests for its own account in an effort to add growth and value
to its cash position.
The Company generates a significant majority of its operating revenues from the
investment management of products and services for the U.S. Global Investors
Funds (USGIF) and U.S. Global Accolade Funds (USGAF). Notwithstanding that the
Company generates the majority of its revenues from this segment, the Company
holds a significant portion of its total assets in proprietary investments. The
following is a brief discussion of the Company's two business segments.
INVESTMENT MANAGEMENT PRODUCTS AND SERVICES
As noted above, the Company generates a significant majority of its revenues
from managing and servicing USGIF and USGAF. 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.
During the six-month period ended December 31, 2002, mutual fund assets under
management averaged $1.08 billion versus $1.17 billion for the same period ended
December 31, 2001. This decline was primarily due to net redemptions in the
money market funds and declines in equity assets, which were partially offset by
growth in gold assets and net inflows into the municipal bond funds.
The company has entered into a one-time arrangement with a private client and
has a fee arrangement for the securities in the private client account whereby
it receives a minimum of 2% of the cost of the securities annually plus 20% of
any gains from the sale of the securities, payable at the settlement of the
sales. The Company has recorded approximately $324,997 and $119,632 from these
fee arrangements for the six-month period and quarter ended December 31, 2002,
respectively. These amounts have been classified as private client advisory fees
on the statement of operations. As discussed in Note 2 to the Consolidated
Financial Statements, as of December 31, 2002, these securities were no longer
recorded as an asset of the Company with an offsetting contingent payable. The
aforementioned change had no effect on shareholders' equity or net income of the
Company, but reflects only a change in presentation of the relationship with the
client.
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. Company
compliance personnel reviewed and monitored these activities, and various
reports are provided to investment advisory clients. On December 31, 2002, the
Company held approximately $1.2 million in unencumbered investment securities.
The value of these investments is approximately 17 percent of total assets and
22 percent of shareholders'
U.S. GLOBAL INVESTORS, INC.
DECEMBER 31, 2002, QUARTERLY REPORT ON FORM 10-Q PAGE 9 OF 19
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equity at period end. Income from these investments includes realized gains and
losses, unrealized gains and losses on trading securities, and dividend and
interest income. This source of revenue does not remain at a consistent level
and is dependent on market fluctuations, the Company's ability to participate in
investment opportunities, and timing of transactions. For the six-month period
ended December 31, 2002, the Company had no net realized losses compared with
net losses of approximately $88,000 for the six-month period ended December 31,
2001. The net change in unrealized holding losses on trading securities held at
December 31, 2002,and 2001, which has been included in income for the six-month
period is ($95,128) and ($162,121), respectively. The Company expects that gains
and losses will continue to fluctuate in the future.
RESULTS OF OPERATIONS - SIX MONTHS ENDED DECEMBER 31, 2002 AND 2001
The Company posted net after-tax income of $253,084 ($0.03 income per share) for
the six-month period ended December 31, 2002, compared with a net after-tax loss
of $26,431 ($0.00 loss per share) for the six-month period ended December 31,
2001. Net income increased $279,515 as the company recorded $324,997 in private
client advisory fees for the six-month period ended December 31, 2002. Combining
the Company's gold-related expertise with improved gold markets, the Company has
been able to participate in investment opportunities in gold products with
higher margins and potentially significant returns.
REVENUES
Total consolidated revenues for the six months ended December 31, 2002,
increased $298,488, or 8 percent, compared with the six months ended December
31, 2001. This was primarily due to a rise in the value of gold related
investments in the private client account, resulting in increased advisory fees.
Investment advisory fees for USGIF and USGAF remained relatively flat as the
growth in higher-margin gold assets offset the declines in equity assets and
low-margin money market funds. Transfer agent fees for the six months ended
December 31, 2002, decreased $97,026, or 8 percent, compared with the six months
ended December 31, 2001. This was due to a decline in the consolidated number of
shareholder accounts.
The Company instituted a small account fee in January 2002 for low account
balances in the funds. Market practices in the mutual fund industry typically
demand that low fund expense ratios are necessary in order to remain
competitive. As a result of the small account fees, which serve to reduce
expenses borne by the funds, the gold funds have realized improvement in their
expense ratios. Conversely, the Company is anticipating a significant drop in
accounts under management in January 2003, resulting in a decline in transfer
agent fees for the Company.
EXPENSES
Total consolidated expenses for the six months ended December 31, 2002,
decreased $4,947 compared with the six months ended December 31, 2001. Reduced
sub-advisory fees and personnel expenses offset increased insurance, software,
and marketing costs, resulting in relatively flat expenses.
EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION, AND AMORTIZATION (EBITDA)
Management considers EBITDA to be the best measure of the Company's financial
performance. This measurement reflects the operations of the Company's primary
business segment, managing and servicing USGIF and USGAF. It does not take into
consideration realized and unrealized gains and losses, interest expense, taxes,
or depreciation expenses.
EBITDA for the six-month period ended December 31, 2002, was $447,907, which was
an increase of $140,945 from an EBITDA of $306,962 for the six-month period
ended December 31, 2001. The Company has been able to utilize its expertise in
the field of gold and precious minerals to provide investment management
services to a private advisory client whereby the Company earns a percentage of
the market value of the client account. The underlying investments in this
account had outstanding performance in the six months ended December 31, 2002,
boosting operational returns relative to prior year.
U.S. GLOBAL INVESTORS, INC.
DECEMBER 31, 2002, QUARTERLY REPORT ON FORM 10-Q PAGE 10 OF 19
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RESULTS OF OPERATIONS - QUARTER ENDED DECEMBER 31, 2002 AND 2001
The Company posted net after-tax income of $141,977 ($0.02 income per share) for
the quarter ended December 31, 2002, compared with a net after-tax loss of
$21,530 ($0.00 loss per share) for the quarter ended December 31, 2001. Net
income increased $163,507 as the company recorded $119,632 in private client
advisory fees for the quarter ended December 31, 2002. Combining the Company's
gold-related expertise with improved gold markets, the Company has been able to
participate in investment opportunities in gold products with higher margins and
potentially significant returns.
REVENUES
Total consolidated revenues for the quarter ended December 31, 2002, increased
$155,034, or 8 percent, compared with the quarter ended December 31, 2001. This
was primarily due to a rise in the value of gold related investments in the
private client account, resulting in increased advisory fees. Investment
advisory fees for USGIF and USGAF remained relatively flat as the growth in
higher-margin gold assets offset the declines in equity assets and low-margin
money market funds. Transfer agent fees for the quarter ended December 31, 2002,
decreased $48,087, or 8 percent, compared with the quarter ended December 31,
2001. This was due to a decline in the consolidated number of shareholder
accounts.
EXPENSES
Total consolidated expenses for the quarter ended December 31, 2002, increased
$18,379, or 1 percent, compared with the quarter ended December 31, 2001.
Reduced sub-advisory fees and personnel expenses offset increased insurance and
marketing costs, resulting in relatively flat expenses.
EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION, AND AMORTIZATION (EBITDA)
Management considers EBITDA to be the best measure of the Company's financial
performance. This measurement reflects the operations of the Company's primary
business segment, managing and servicing USGIF and USGAF. It does not take into
consideration realized and unrealized gains and losses, interest expense, taxes,
or depreciation expenses.
EBITDA for the quarter ended December 31, 2002, was $152,594, which was an
increase of $11,605 from an EBITDA of $140,989 for the quarter ended December
31, 2001. The Company has been able to utilize its expertise in the field of
gold and precious minerals to provide investment management services to a
private advisory client whereby the Company earns a percentage of the market
value of the client account. The underlying investments in this account had
outstanding performance in the six months ended December 31, 2002, boosting
operational returns relative to prior year.
INCOME TAXES
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. For federal
income tax purposes at December 31, 2002, the Company has net operating loss
carryovers (NOLs) of approximately $2.4 million, which will expire between
fiscal 2005 and 2011, charitable contribution carryovers of approximately
$63,000 expiring between 2004 and 2006, and alternative minimum tax credits of
approximately $140,000 with indefinite expirations. The long-term deferred tax
asset includes approximately $137,000 of unrealized losses on available-for-sale
securities, approximately $195,000 from the permanent write-down of security
valuations, and approximately $40,000 from annuity obligations. If certain
changes in the Company's ownership occur subsequent to December 31, 2002, there
could be an annual limitation on the NOLs that could be utilized.
A valuation allowance is provided when it is more likely than not that some
portion of the deferred tax amount will not be realized. Management included a
valuation allowance of approximately $558,000 and $684,000 at December 31, 2002,
and June 30, 2002, respectively, providing for the utilization of NOLs,
charitable contributions, and investment tax credits against future taxable
income.
U.S. GLOBAL INVESTORS, INC.
DECEMBER 31, 2002, QUARTERLY REPORT ON FORM 10-Q PAGE 11 OF 19
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LIQUIDITY AND CAPITAL RESOURCES
At December 31, 2002, the Company had net working capital (current assets minus
current liabilities) of approximately $3.3 million and a current ratio of 5.4 to
1. With approximately $1.2 million in cash and cash equivalents and more than
$1.2 million in unencumbered marketable securities, the Company has adequate
liquidity to meet its current debt obligations. Total shareholders' equity was
approximately $5.6 million, with cash, cash equivalents, and unencumbered
marketable securities comprising 33 percent of total assets. With the exception
of operating expenses, the Company's only material commitment is the mortgage on
its corporate headquarters. The Company also has access to a $1 million credit
facility, which can be utilized for working capital purposes. The Company's
available working capital and potential cash flow are expected to be sufficient
to cover current expenses and debt service.
The investment advisory and related contracts between the Company and USGIF and
USGAF will expire on February 28, 2003, and May 31, 2003, respectively.
Management anticipates the board of trustees of both USGIF and USGAF will renew
the contracts.
Management believes current cash reserves, financing obtained and/or available,
and potential cash flow from operations will be sufficient to meet foreseeable
cash needs or capital necessary for the above-mentioned activities and allow the
Company to take advantage of opportunities for growth whenever available.
U.S. GLOBAL INVESTORS, INC.
DECEMBER 31, 2002, QUARTERLY REPORT ON FORM 10-Q PAGE 12 OF 19
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ITEM 3. MARKET RISK DISCLOSURES
The Company's balance sheet includes assets whose fair value is subject to
market risks. Due to the Company's investments in equity securities, 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 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 market value. Company compliance personnel reviewed and monitored
the Company's investment activities, and various reports are provided to
investment advisory clients.
The table below summarizes the Company's equity price risks as of December 31,
2002, and shows the effects of a hypothetical 25 percent increase and a 25
percent decrease in market prices.
ESTIMATED INCREASE
HYPOTHETICAL FAIR VALUE AFTER (DECREASE) IN
FAIR VALUE AT PERCENTAGE HYPOTHETICAL SHAREHOLDERS'
DECEMBER 31, 2002 CHANGE PERCENT CHANGE EQUITY
-------- ------------ ----------- ----------
Trading Securities $734,329 25% increase $ 917,911 $ 121,164
25% decrease $ 550,747 $ (121,164)
Available-for-Sale $511,656 25% increase $ 639,570 $ 84,423
25% decrease $ 383,742 $ (84,423)
The selected hypothetical change does not reflect what could be considered best-
or worst-case scenarios. Results could be significantly worse due to both the
nature of equity markets and the concentration of the Company's investment
portfolio.
ITEM 4. CONTROLS AND PROCEDURES
An evaluation of the effectiveness of the design and operation of our disclosure
controls and procedures as of February 6, 2003, was conducted under the
supervision and with the participation of our management, including our chief
executive officer and chief financial officer. Based on that evaluation, our
management, including our chief executive officer and chief financial officer,
concluded that our disclosure controls and procedures were effective as of
February 6, 2003.
In the quarter ended December 31, 2002, there were no significant changes in the
Company's internal controls or in other factors that could significantly affect
those controls subsequent to the date of their most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
U.S. GLOBAL INVESTORS, INC.
DECEMBER 31, 2002, QUARTERLY REPORT ON FORM 10-Q PAGE 13 OF 19
- ------------------------------------------------------------------------------
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
1. Exhibits
11 Statement re: Computation of Per Share Income
99.1 Certification of Chief Executive Officer Pursuant to Section 906 of
the Sarbanes-Oxley Act Of 2002
99.2 Certification of Chief Financial Officer Pursuant to Section 906 of
the Sarbanes-Oxley Act Of 2002
2. Reports on Form 8-K
None
U.S. GLOBAL INVESTORS, INC.
DECEMBER 31, 2002, QUARTERLY REPORT ON FORM 10-Q PAGE 14 OF 19
- ------------------------------------------------------------------------------
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 11, 2003 BY: /s/ Frank E. Holmes
----------------------------------------
Frank E. Holmes
Chief Executive Officer
DATED: February 11, 2003 BY: /s/ Frank E. Holmes
----------------------------------------
Tracy C. Peterson
Chief Financial Officer
U.S. GLOBAL INVESTORS, INC.
DECEMBER 31, 2002, QUARTERLY REPORT ON FORM 10-Q PAGE 15 OF 19
- ------------------------------------------------------------------------------
QUARTERLY CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Frank E. Holmes, certify that:
1. I have reviewed this quarterly report on Form 10-Q of U.S. Global
Investors, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report
is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: February 11, 2003
/s/ Frank E. Holmes
- ---------------------------------
Signature
Frank E. Holmes, Chief Executive Officer
U.S. GLOBAL INVESTORS, INC.
DECEMBER 31, 2002, QUARTERLY REPORT ON FORM 10-Q PAGE 16 OF 19
- ------------------------------------------------------------------------------
QUARTERLY CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Tracy C. Peterson, certify that:
1. I have reviewed this quarterly report on Form 10-Q of U.S. Global
Investors, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report
is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: February 11, 2003
/s/ Tracy C. Peterson
- ----------------------------------
Signature
Tracy C. Peterson, Chief Financial Officer
U.S. GLOBAL INVESTORS, INC.
DECEMBER 31, 2002, QUARTERLY REPORT ON FORM 10-Q PAGE 17 OF 19
- ------------------------------------------------------------------------------
EXHIBIT 11 - SCHEDULE OF COMPUTATION OF NET INCOME (LOSS) PER SHARE
SIX MONTHS ENDED THREE MONTHS ENDED
DECEMBER 31, DECEMBER 31,
------------------------ ------------------------
2002 2001 2002 2001
---------- ----------- ---------- -----------
Net income (loss) $ 253,084 $ (26,431) $ 141,977 $ (21,530)
========== =========== ========== ===========
BASIC
Weighted average number of shares outstanding during the
period 7,465,419 7,459,774 7,464,993 7,448,859
Basic income (loss) per share $ 0.03 $ (0.00) $ 0.02 $ (0.00)
========== =========== ========== ===========
DILUTED
Weighted average number of shares outstanding during
quarter 7,465,419 7,459,774 7,464,993 7,448,859
Effect of dilutive securities:
Common stock equivalent shares (determined using the
"treasury stock" method) representing shares issuable
upon exercise of preferred or common stock options 2,490 -- -- --
---------- ----------- ---------- -----------
Weighted average number of shares used in calculation of
diluted income (loss) per share 7,467,909 7,459,774 7,464,993 7,448,859
========== =========== ========== ===========
Diluted income (loss) per share $ 0.03 $ (0.00) $ 0.02 $ (0.00)
========== =========== ========== ===========
U.S. GLOBAL INVESTORS, INC.
DECEMBER 31, 2002, QUARTERLY REPORT ON FORM 10-Q PAGE 18 OF 19
- ------------------------------------------------------------------------------
EXHIBIT 99.1 - QUARTERLY CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and
(b) of Section 1350, Chapter 63 of Title 18, United States Code), the
undersigned officer of U.S. Global Investors, Inc. (the "Company") does hereby
certify, to such officer's knowledge, that:
The Quarterly Report on Form 10-Q for the quarter ended December 31, 2002, of
the Company fully complies with the requirements of Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 and information contained in the Form 10-Q
fairly presents, in all material respects, the financial condition and results
of the operations of the Company.
/s/ Frank E. Holmes
Date: February 11, 2003 -----------------------
Frank E. Holmes
Chief Executive Officer
U.S. GLOBAL INVESTORS, INC.
DECEMBER 31, 2002, QUARTERLY REPORT ON FORM 10-Q PAGE 19 OF 19
- ------------------------------------------------------------------------------
EXHIBIT 99.2 - QUARTERLY CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and
(b) of Section 1350, Chapter 63 of Title 18, United States Code), the
undersigned officer of U.S. Global Investors, Inc. (the "Company") does hereby
certify, to such officer's knowledge, that:
The Quarterly Report on Form 10-Q for the quarter ended December 31, 2002, of
the Company fully complies with the requirements of Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 and information contained in the Form 10-Q
fairly presents, in all material respects, the financial condition and results
of the operations of the Company.
/s/ Tracy C. Peterson
Date: February 11, 2003 -----------------------
Tracy C. Peterson
Chief Financial Officer