U S GLOBAL INVESTORS INC
10-Q, 10-Q/A, 2000-11-14
INVESTMENT ADVICE
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

[X]  Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934 for the quarterly period ended September 30, 2000

                                       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        (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 [x]

On November 10, 2000, there were 6,299,474 shares of Registrant's class A common
stock issued and 6,034,794shares of Registrant's class A common stock issued and
outstanding,  no  shares  of  Registrant's  class  B  non-voting  common  shares
outstanding and 1,496,800 shares of Registrant's class C common stock issued and
outstanding.

<PAGE>

                                    I N D E X

PART I. FINANCIAL INFORMATION
   ITEM 1. FINANCIAL STATEMENTS
        Consolidated Balance Sheets -- September 30, 2000,
           (Unaudited) and June 30, 2000 .................................   3
        Consolidated Statements of Operations and Comprehensive
           Income (Unadited) -- Three-Month Period Ended
           September 30, 2000 and 1999 ...................................   5
        Consolidated Statements of Cash Flows (Unaudited) --
           Three-Month Period Ended September 30, 2000 and 1999 ..........   6
        Notes to Consolidated Financial Statements (Unaudited) ...........   7
   ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
        CONDITION AND RESULTS OF OPERATIONS ..............................   8
   ITEM 3. MARKET RISK DISCLOSURES .......................................   9

PART II. OTHER INFORMATION
   ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K ..............................  10

SIGNATURES ...............................................................  11

EXHIBIT 11 -- SCHEDULE OF COMPUTATION OF NET INCOME PER SHARE ............  12

<PAGE>

                         PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CONSOLIDATED BALANCE SHEETS

                                     ASSETS

                                                      SEPTEMBER 30,    JUNE 30,
                                                          2000           2000
                                                       ----------     ----------
                                                      (UNAUDITED)
CURRENT ASSETS
    Cash and cash equivalents                          $1,895,908     $1,356,903
    Trading securities, at fair value                   1,584,036      1,424,120
    Receivables:
       Mutual funds                                        95,531        779,809
       Other                                              613,385        447,548
    Prepaid expenses                                      274,814        350,729
    Deferred tax asset                                    173,299        215,077
                                                       ----------     ----------
       TOTAL CURRENT ASSETS                             4,636,973      4,574,186
                                                       ----------     ----------
NET PROPERTY AND EQUIPMENT                              2,244,791      2,278,744
                                                       ----------     ----------
OTHER ASSETS
    Restricted investments                                240,000        240,000
    Long-term deferred tax asset                          796,317        836,056
    Investment securities available-for-sale,
         at fair value                                  1,045,857      1,159,042
    Other                                                  30,596         30,596
                                                       ----------     ----------
       TOTAL OTHER ASSETS                               2,112,770      2,265,694
                                                       ----------     ----------
       TOTAL ASSETS                                    $8,994,534     $9,118,624
                                                       ==========     ==========

        The accompanying notes are an integral part of these statements.

                                       3
<PAGE>


                      LIABILITIES AND SHAREHOLDERS' EQUITY

                                                     SEPTEMBER 30,    JUNE 30,
                                                         2000           2000
                                                   ------------    ------------
                                                     (UNAUDITED)
CURRENT LIABILITIES
    Accounts payable                               $    280,390    $    498,632
    Accrued compensation and related costs              238,831         298,826
    Current portion of notes payable                  1,120,644          68,257
    Current portion of annuity and
      contractual obligation                              8,487           8,487
    Other accrued expenses                              518,227         561,975
                                                   ------------    ------------
       TOTAL CURRENT LIABILITIES                      2,166,579       1,436,177
                                                   ------------    ------------
    Notes payable-net of current portion                   --         1,066,705
    Annuity and contractual obligations                 129,189         131,256
                                                   ------------    ------------
       TOTAL NON-CURRENT LIABILITIES                    129,189       1,197,961
                                                   ------------    ------------
       TOTAL LIABILITIES                              2,295,768       2,634,138
                                                   ------------    ------------
SHAREHOLDERS' EQUITY
    Common stock (Class A) - $.05 par value;
        non-voting; authorized, 7,000,000
        shares                                          314,974         314,974
    Common stock (Class C) - $.05 par value;
        voting; authorized, 1,750,000 shares             74,840          74,840
    Additional paid-in-capital                       10,590,919      10,578,419
    Treasury stock, class A shares at cost;
        264,680 and 282,350 shares at
        September 30, 2000 and June 30,
        2000, respectively                             (598,951)       (637,298)
    Accumulated other comprehensive gain (loss),
        net of tax                                       18,722         (51,771)
    Accumulated deficit                              (3,701,738)     (3,794,678)
                                                   ------------    ------------
       TOTAL SHAREHOLDERS' EQUITY                     6,698,766       6,484,486
                                                   ------------    ------------
       TOTAL LIABILITIES AND SHAREHOLDERS'
       EQUITY                                      $  8,994,534    $  9,118,624
                                                   ============    ============

        The accompanying notes are an integral part of these statements.

                                       4
<PAGE>

   CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (UNAUDITED)

                                                          THREE MONTHS ENDED
                                                             SEPTEMBER 30,
                                                     --------------------------
                                                        2000           1999
                                                     ----------     -----------
REVENUE
   Investment advisory fees                          $1,605,629     $ 1,466,242
   Transfer agent fees                                  681,204         760,166
   Custodial and administrative fees                     89,250         129,373
   Investment income (loss)                             361,705         (58,877)
   Other                                                111,872          95,592
                                                     ----------     -----------
                                                      2,849,660       2,392,496
                                                     ----------     -----------
EXPENSES
   General and administrative                         2,602,145       2,209,363
   Depreciation and amortization                         71,335          88,194
   Interest expense                                      29,850          13,468
                                                     ----------     -----------
                                                      2,703,330       2,311,025
                                                     ----------     -----------
INCOME BEFORE EQUITY INTEREST
  AND INCOME TAXES                                      146,330          81,471
                                                     ----------     -----------
Equity In Net Income of Affiliate                          --            51,739
                                                     ----------     -----------
INCOME BEFORE INCOME TAXES                              146,330         133,210

PROVISION FOR FEDERAL INCOME TAXES
  Tax Expense                                            45,203          23,773
                                                     ----------     -----------
NET INCOME                                           $  101,127     $   109,437
Other comprehensive income (loss),
 net of tax:
   Unrealized gains (losses) on
     available-for-sale securities                       70,493         (12,233)
                                                     ----------     -----------
COMPREHENSIVE INCOME                                 $  171,620     $    97,204
                                                     ==========     ===========
BASIC AND DILUTED NET INCOME PER SHARE               $     0.01     $      0.02
                                                     ==========     ===========

        The accompanying notes are an integral part of these statements.

                                       5
<PAGE>

                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

                                                          THREE MONTHS ENDED
                                                             SEPTEMBER 30,
                                                     --------------------------
                                                        2000           1999
                                                     ----------     -----------
CASH FLOW FROM OPERATING ACTIVITIES:
Net income                                           $  101,127     $   109,437
Adjustments to  reconcile  net
  income  to  net  cash  provided
  by  operating activities:
    Depreciation and amortization                        71,335          88,194
    Net gain on sales of
      available-for-sale securities                     (32,662)           --
    Provision for deferred taxes                         45,203          23,773
Changes in assets and liabilities,
impacting cash from operations:
    Accounts receivable                                 518,441        (275,547)
    Prepaid expenses and other                           75,915          91,000
    Trading securities                                  (14,742)        (32,708)
    Accounts payable and accrued
      expenses                                         (321,985)        (65,360)
                                                     ----------     -----------
Total adjustments                                       341,505        (170,648)
                                                     ----------     -----------
NET CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES                                    442,632         (61,211)
                                                     ----------     -----------
CASH FLOW FROM INVESTING ACTIVITIES:
    Purchase of property and equipment                  (37,382)        (34,349)
    Proceeds from redemption of
      equity affiliate                                     --           100,000
    Purchase of available-for-sale
      securities                                       (130,134)           --
    Proceeds on sale of
      available-for-sale securities                     237,614            --
                                                     ----------     -----------
NET CASH PROVIDED BY INVESTING
ACTIVITIES                                               70,098          65,651
                                                     ----------     -----------
CASH FLOW FROM FINANCING ACTIVITIES:
    Payments on annuity                                  (2,067)         (1,928)
    Payments on note payable                            (14,318)        (11,931)
    Proceeds from issuance or
      exercise of stock, warrants,
      and options                                        42,660          38,263
    Purchase of treasury stock                             --            (1,741)
                                                     ----------     -----------
NET CASH PROVIDED BY FINANCING
ACTIVITIES                                               26,275          22,663
                                                     ----------     -----------
NET INCREASE IN CASH AND CASH
EQUIVALENTS                                             539,005          27,103

BEGINNING CASH AND CASH EQUIVALENTS                   1,356,903       1,025,247
                                                     ----------     -----------
ENDING CASH AND CASH EQUIVALENTS                     $1,895,908     $ 1,052,350
                                                     ==========     ===========
Supplemental Disclosures of
  Cash Flow Information:
    Cash paid for interest                           $   29,850     $    13,468

        The accompanying notes are an integral part of these statements.

                                       6
<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1. BASIS OF PRESENTATION

The  financial   information  included  herein  is  unaudited;   however,   such
information  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.   U.S.  Global
Investors,  Inc.  (the  Company or U.S.  Global) 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, 2000.

The consolidated  financial  statements  include the accounts of the Company and
its  wholly  owned  subsidiaries,  United  Shareholder  Services,  Inc.  (USSI),
Security Trust & Financial Company (STFC), A&B Mailers,  Inc. (A&B), U.S. Global
Investors  (Guernsey)  Limited (USGG),  U.S. Global Brokerage,  Inc. (USGB), and
U.S. Global Administrators, Inc. (USGA).

All significant  inter-company balances and transactions have been eliminated in
consolidation.  Certain amounts have been reclassified for comparative purposes.
The results of operations for the  three-month  period ended September 30, 2000,
are not  necessarily  indicative  of the results to be  expected  for the entire
year.

NOTE 2. INVESTMENTS

The Company accounts for its investment  securities in accordance with SFAS 115,
Accounting for Certain  Investments in Debt and Equity Securities.  Accordingly,
the cost of  investments  classified as trading at September 30, 2000,  and June
30, 2000,  was  $1,875,886  and  $1,832,282,  respectively.  The market value of
investments  classified as trading at September 30, 2000, and June 30, 2000, was
$1,584,036 and $1,424,120,  respectively.  The net change in unrealized  holding
gains (losses) on trading securities held at September 30, 2000, and 1999, which
has  been  included  in  income  for the  quarter  is  $116,312  and  ($80,914),
respectively.  Sales of trading securities  generated realized gains of $183,027
and $0 for the quarter ended September 30, 2000, and 1999, respectively.

The cost of investments in securities  classified as  available-for-sale,  which
may not be readily  marketable  at September  30, 2000,  and June 30, 2000,  was
$1,017,491 and  $1,237,483,  respectively.  These  investments  are reflected as
non-current  assets on the  consolidated  balance  sheet at their  fair value at
September  30,  2000,  and  June  30,  2000,  of  $1,045,857   and   $1,159,042,
respectively,  with  $18,722  and  ($51,771),   respectively,  net  of  tax,  in
unrealized   gains  (losses)   being   recorded  as  a  separate   component  of
shareholders'  equity.  These investments are in private  placements,  which are
restricted for sale as of the balance sheet dates.

Due to corporate  actions during the quarter ended  September 30, 2000,  certain
securities, which were formerly classified as available-for-sale, were converted
into  different  securities,  which were  classified  as trading.  A transfer of
$145,173 in cost basis from the  available-for-sale to trading category occurred
as a result.

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.  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 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
and  administrative fee revenues,  revenues from  miscellaneous  transfer agency
activities including lockbox functions, mailroom operations from A&B, 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, 2001, or such later date
as the Company  determines.  The  aggregate  amount of fees waived and  expenses
borne by the Company for the  three-month  period ended  September 30, 2000, and
1999, was $547,812 and $530,442, respectively.

The investment advisory and related contracts between the Company and USGIF will
expire on February 28,  2001,  and the  contracts  between the Company and USGAF
will expire on March 8, 2001, 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 which is secured by land,  an office
building and related improvements.  As of September 30, 2000, the balance on the
note was $1,117,656.  The loan is currently amortizing over a twenty-year period
with  payments of both  principal  and interest due monthly  based on a floating
rate of Bank OneTexas Prime plus 0.25%.  The current monthly payment is $11,750,
and matures on July 1, 2001.  Under this  agreement,  the Company must  maintain
certain  financial  covenants.  The  Company  is in  full  compliance  with  its
financial covenants at September 30, 2000.

Effective  July 1,  2000,  the note  payable  was moved  entirely  into  current
liabilities. The Company is currently in the process of negotiating an extension
to the note.  Additionally,  the Company  believes it has  adequate  cash,  cash
equivalents,  and equity in the  underlying  asset to retire the  obligation  if
necessary.

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 September 30, 2000, the Company has net operating  losses
(NOLs) of approximately $1.4 million, which will expire in fiscal 2007 and 2010,
charitable  contribution  carry-overs of approximately $209,000 expiring between
2000 and 2005, and  alternative  minimum tax credits of $132,128 with indefinite
expirations.  Certain  changes  in  the  Company's  ownership  may  result  in a
limitation on the amount of NOLs that could be utilized under Section 382 of the
Internal  Revenue Code.  If certain  changes in the  Company's  ownership  occur
subsequent  to September  30, 2000,  there could be an annual  limitation on the
amount of 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  $278,000  and $293,000 at September  30,
2000,  and June 30,  2000,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 mutual fund
investment management services to its clients, 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:

                                        INVESTMENT
                                        MANAGEMENT      CORPORATE     CONSOLI-
                                         SERVICES       INVESTMENT     DATED
                                        -----------    -----------   ----------
THREE MONTHS ENDED SEPTEMBER 30, 2000:
Net revenues                            $ 2,517,659    $   332,001   $2,849,660
                                        ===========    ===========   ==========
Net income (loss) before
  income taxes                          $  (185,671)   $   332,001   $  146,330
                                        ===========    ===========   ==========
Depreciation and amortization           $    71,335    $      --     $   71,335
                                        ===========    ===========   ==========
Interest expense                        $    29,850    $      --     $   29,850
                                        ===========    ===========   ==========
Capital expenditures                    $    37,383    $      --     $   37,383
                                        ===========    ===========   ==========
Gross identifiable assets at
  September 30, 2000                    $ 5,375,737    $ 2,658,259   $8,033,996
    Deferred tax asset                                                  979,260
    Accumulated other
      comprehensive gain                                                (18,722)
                                                                     ----------
Consolidated total assets at
  September 30, 2000                                                 $8,994,534
                                                                     ==========

                                        INVESTMENT
                                        MANAGEMENT      CORPORATE      CONSOLI-
                                         SERVICES       INVESTMENT      DATED
                                        -----------    -----------   ----------
THREE MONTHS ENDED SEPTEMBER 30, 1999:
Net revenues                            $ 2,473,410    $   (80,914)  $2,392,496
                                        ===========    ===========   ==========
Income (loss) before income
   taxes and equity interest            $   162,385    $   (80,914)  $   81,471
Equity in net loss of affiliate                --           51,739       51,739
                                        -----------    -----------   ----------
Net income (loss) before income
  taxes                                 $   162,385    $   (29,175)  $  133,210
                                        ===========    ===========   ==========
Depreciation and amortization           $    88,194    $      --     $   88,194
                                        ===========    ===========   ==========
Interest expense                        $    13,468    $      --     $   13,468
                                        ===========    ===========   ==========
Capital expenditures                    $    34,349    $      --     $   34,349
                                        ===========    ===========   ==========
Gross identifiable assets at
  September 30, 1999                    $ 5,658,770    $ 1,790,244   $7,449,014
     Deferred tax asset                                               1,002,170
     Accumulated other
       comprehensive loss                                                87,171
                                                                     ----------
Consolidated total assets at
  September 30, 1999                                                 $8,538,356
                                                                     ==========

                                       7
<PAGE>

ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

The  Company  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

U.S. Global Investors,  Inc. (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  Company  generates  substantially  all  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 amount of its total assets in 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  substantially  all 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 quarter ended
September  30, 2000,  assets under  management in USGIF  averaged  $1.08 billion
versus $1.20 billion for the quarter ended  September 30, 1999. This decline was
primarily due to declines in gold-related and money market assets.  Assets under
management in USGAF  averaged  $265 million for the quarter ended  September 30,
2000 versus $146 million for the quarter ended September 30, 1999. This increase
was primarily attributable to growth in the Bonnel Growth Fund.

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.  These
activities  are  reviewed  and  monitored by Company  compliance  personnel  and
various reports are provided to investment  advisory  clients.  On September 30,
2000, the Company held approximately $2.6 million in investment securities.  The
value of these  investments is  approximately  29 percent of total assets and 39
percent of  shareholders'  equity at period  end.  Investment  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 quarter ended September 30, 2000, the Company had realized
gains of approximately $216,000 compared with no gains or losses for the quarter
ended  September  30,  1999.  The Company  expects  that gains will  continue to
fluctuate in the future.

                                       8
<PAGE>

RESULTS OF OPERATIONS - QUARTER ENDED SEPTEMBER 30, 2000 AND 1999

The Company posted net after-tax income of $101,127 ($0.01 income per share) for
the quarter ended September 30, 2000,  compared to net income of $109,437 ($0.02
income per share) for the quarter ended  September 30, 1999. Net income remained
relatively  flat as an increase in  investment  income of $421,000 was offset by
increased general and administrative expenses of $393,000.

REVENUES

Total consolidated  revenues for the quarter ended September 30, 2000, increased
approximately  $457,000,  or 19%,  compared to the quarter  ended  September 30,
1999.  This was  primarily due to the increase in  investment  income  discussed
above. During the quarter ended September 30, 2000, the Company also experienced
an increase in  investment  advisory fees of $139,000,  or 10%,  compared to the
quarter ended September 30, 1999. The growth in assets of the Bonnel Growth Fund
is responsible  for this increase,  though it was offset somewhat by declines in
gold-related and money market assets.  Transfer agent fees for the quarter ended
September 30, 2000,  decreased  $79,000,  or 10%,  compared to the quarter ended
September  30,  1999.  This is due to a decline  in the  consolidated  number of
shareholder accounts.

EXPENSES

Total consolidated  expenses for the quarter ended September 30, 2000, increased
approximately  $392,000, or 17 percent,  compared to the quarter ended September
30, 1999. This increase,  as noted above,  was largely due to increased  general
and  administrative  expenses.   Specifically,  the  Company  saw  increases  in
sub-advisory  fees ( which  grew  proportionately  with the asset  growth in the
Bonnel Growth Fund), health insurance costs, and consulting fees.

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 September 30, 2000, the Company has net operating  losses
(NOLs) of approximately $1.4 million, which will expire in fiscal 2007 and 2010,
charitable  contribution  carry-overs of approximately $209,000 expiring between
2000 and 2001, and  alternative  minimum tax credits of $131,128 with indefinite
expirations.  Certain  changes  in  the  Company's  ownership  may  result  in a
limitation on the amount of NOLs that could be utilized under Section 382 of the
Internal  Revenue Code. If certain  changes in the  Company's  ownership  occur,
there  could  be an  annual  limitation  on the  amount  of 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. As such, management has
continued  to  include  a  valuation  allowance  of  approximately  $278,000  at
September  30,  2000,   providing  for  the  utilization  of  NOLs,   charitable
contributions, and investment tax credits against future taxable income.

LIQUIDITY AND CAPITAL STRUCTURE

LIQUIDITY

At September 30, 2000, the Company had net working capital (current assets minus
current liabilities) of approximately $2.5 million and a current ratio of 2.1 to
1.  With   approximately   $1.9  million  in  cash  and  cash   equivalents  and
approximately  $2.6 million in marketable  securities,  the Company has adequate
liquidity to meet its current debt obligations.  Total shareholders'  equity was
approximately $6.7 million and cash, cash equivalents, and marketable securities
comprise 50.0% of total assets.  With the exception of operating  expenses,  the
Company=s   only   material   commitment   is  the  mortgage  on  its  corporate
headquarters.  During  the  first  quarter,  this  obligation  became a  current
liability.  The Company is in the process of  negotiating  an  extension  to the
mortgage.  The Company's cash flow is expected to be sufficient to cover current
expenses, including debt service.

The investment  advisory and related contracts between the Company and USGIF and
USGAF,  will  expire on  February  28,  2001,  and March 8, 2001,  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 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 investment opportunities whenever available.

CAPITAL STRUCTURE

The Company has three  classes of common  equity - class A, class B, and class C
common stock, par value $0.05 per share.  There is no established public trading
market for the Company's class B and class C common stock. The Company's class A
common  stock is traded  over-the-counter  and is quoted  daily under the Nasdaq
Small Cap Issues. Trades are reported under the symbol "GROW."

The  Company's  current  capital  structure,  as of November 10, 2000,  included
6,299,474  shares of class A common stock issued and 6,034,794 shares of class A
common  stock issued and  outstanding;  no shares of class B common stock issued
and  outstanding;  and  1,496,800  shares  of class C common  stock  issued  and
outstanding.

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. The Company's investment  activities are reviewed and
monitored by Company  compliance  personnel and various  reports are provided to
investment advisory clients.

The table below  summarizes  the  Company's  equity price risks at September 30,
2000, and shows the effects of a hypothetical 25% increase and a 25% decrease in
market prices.

                                                       ESTIMATED     INCREASE
                                                      FAIR VALUE    (DECREASE)
                      FAIR VALUE AT  HYPOTHETICAL        AFTER         IN
                      SEPTEMBER 30,   PERCENTAGE     HYPOTHETICAL  SHAREHOLDERS'
                          2000          CHANGE      PERCENT CHANGE    EQUITY
                       ----------    ------------     ----------     ---------
Trading Securities     $1,584,036    25% increase     $1,980,045     $ 261,366
                                     25% decrease     $1,188,027     $(261,366)
Available-for-Sale     $1,045,857    25% increase     $1,307,321     $ 172,566
                                     25% decrease     $  784,393     $(172,566)

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.

                                       9
<PAGE>

                           PART II. OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

1. Exhibits
     11   Statement re: Computation of Per Share Income
     27   Financial Data Schedule

2. Reports on Form 8-K
     None



                                       10
<PAGE>

                                   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: November 14, 2000                BY:  /s/ Frank E. Holmes
                                        ---------------------------
                                             Frank E. Holmes
                                             Chief Executive Officer


DATED: November 14, 2000                BY:  /s/ Susan B. McGee
                                        ---------------------------
                                             Susan B. McGee
                                             President
                                             General Counsel


DATED: November 14, 2000                BY:  /s/ Tracy C. Peterson
                                        ---------------------------
                                             Tracy C. Peterson
                                             Chief Accounting Officer



                                       11
<PAGE>

EXHIBIT 11 - SCHEDULE OF COMPUTATION OF NET INCOME PER SHARE

                                                         THREE MONTHS ENDED
                                                            SEPTEMBER 30,
                                                     ---------------------------
                                                        2000             1999
                                                     ----------       ----------
Net income                                           $  101,127       $  109,437
                                                     ==========       ==========

BASIC
Weighted average number shares
  outstanding during the year                         7,516,777        7,078,439
Basic income per share                               $     0.01       $     0.02
                                                     ==========       ==========

DILUTED
Weighted average number
  shares outstanding during
  the year                                            7,516,777        7,078,439
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
                                                          6,633             --
                                                     ----------       ----------
Weighted average number of
    shares used in calculation
    of diluted earnings per share                     7,523,410        7,078,439
                                                     ==========       ==========
Diluted income per
  share                                              $     0.01       $     0.02
                                                     ==========       ==========

                                       12


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