Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the quarterly period ended March 31, 20202021

 

OR

 

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

 

Commission File Number: 000-29913

 

CONCIERGE TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

 

Nevada

90-1133909

(Stateorotherjurisdictionof

(I.R.S.Employer

incorporationororganization)

IdentificationNo.)

 

1202 Puerta Del Sol120 Calle Iglesia

Unit B

San Clemente, CA 9267392672

949-429-5370

Fax: 888.312.0124

 

 


(Address and telephone number of registrant's principal

executive offices and principal place of business)

 

 

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

 

Title of Each Class of Security

Trading Symbol

Name of Exchange on Which Registered

None

  

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒   Yes     ☐    No

 

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

 

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

 

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

 

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

 

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

 


 

The registrant had 37,412,51937,485,959 shares of Common Stock, $0.001 par value, and 53,03249,360 shares of Series B Convertible, Voting, Preferred Stock outstanding on May 13, 2020.14, 2021. Series B Preferred stock is convertible, under certain conditions, to 20 shares of common stock for each share of Series B Preferred stock. Each share of Series B Preferred stock votes as 20 shares of common stock.

 

 

 

 

CONCIERGE TECHNOLOGIES, INC.

 

Table of Contents

 

Page

PartPART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

34

Condensed Consolidated Balance Sheets as of March 31, 20202021 and June 30, 20192020

4

Condensed Consolidated Statements of Operations for the Three and Nine Months Ended March 31, 20202021 and 20192020

5

Condensed Consolidated Statements of Comprehensive (Loss) Income (Loss) for the Three and Nine Months Ended March 31, 20202021 and 20192020

6

Condensed Consolidated Statements of Stockholders' Equity for the Three and Nine Months Ended March 31, 20202021 and 20192020

7

Condensed Consolidated Statements of Cash Flows for the Nine Months Ended March 31, 20202021 and 20192020

8

Notes to Condensed Consolidated Financial Statements

9

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

2526

Item 3. Quantitative and Qualitative Disclosures About Market Risk

3335

Item 4. Controls and Procedures

3335

PartPART II. OTHER INFORMATION

3436

Item 1. Legal Proceedings

3436

Item 1A. Risk Factors

3437

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

3437

Item 3. Defaults Upon Senior Securities

3438

Item 4. Mine Safety Disclosures

3438

Item 5. Other Information

3438

Item 6. Exhibits

3538

Signatures

3639

 


2

 

 

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the federal securities laws, which statements involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “should,” “would,” “shall,” “might,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans, or intentions. Forward-looking statements contained in this Quarterly Report on Form 10-Q include, but are not limited to, statements about:

 

 

our future financial performance, including our revenue, cost of revenue, gross profit, gross margin, operating expenses, ability to generate positive cash flow, and ability to achieve and maintain profitability; and the impact of the COVID-19 pandemic thereon;

 

the sufficiency of our cash and cash equivalents to meet our working capital, capital expenditure, and liquidity needs; and the impact of the COVID-19 pandemic thereon;

 

our operating subsidiaries' ability to attract and retain customers to use our products, to optimize the pricing for our products, to expand our sales to our customers, and to convince our existing customers to renew subscriptions;

 

the evolution of technologies affecting our operating subsidiaries' products and markets;

 

our operating subsidiaries' ability to innovate and provide a superior user experience and our intentions and strategy with respect thereto;

 

our operating subsidiaries' ability to successfully penetrate enterprise markets; and the impact of the COVID-19 pandemic thereon;

 

our operating subsidiaries' ability to successfully expand in our existing markets and into new markets, including international markets; and the impact of the COVID-19 pandemic thereon;

 

the attraction and retention of key personnel;

 

our ability to effectively manage our growth and future expenses;

 

worldwide economic conditions, including the economic disruption imposed by the COVID-19 pandemic, and their impact on spending; and

 

and our operating subsidiaries' ability to comply with modified or new laws and regulations applying to our business, including privacy and data security regulations.

 

We caution you that the foregoing list does not contain all of the forward-looking statements made in this Quarterly Report on Form 10-Q.

 

You should not rely upon forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Quarterly Report on Form 10-Q primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, operating results, and prospects. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, and other factors described in the section titled “Risk Factors” in our Annual Report on Form 10-K for the year ended June 30, 20192020 and this Quarterly Report on Form 10-Q. Moreover, we and our subsidiaries operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Quarterly Report on Form 10-Q. We cannot assure you that the results, events, and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements.

 

The forward-looking statements made in this Quarterly Report on Form 10-Q relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Quarterly Report on Form 10-Q to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q or to reflect new information or the occurrence of unanticipated events, except as required by law. We and our subsidiaries may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, or investments we may make.

 

3

 

PART I FINANCIAL INFORMATION

 

Item 1. Financial Statements.

 

 

CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES

CONDENSEDCONSOLIDATED BALANCE SHEETS

(UNAUDITED)

 

 March 31, 2020  June 30, 2019  

March 31, 2021

  

June 30, 2020

 
     

(AUDITED)

      

(AUDITED)

 

ASSETS

ASSETS

 

ASSETS

 
                

CURRENT ASSETS

                

Cash and cash equivalents

 $6,029,164  $6,481,815  $14,263,287  $9,813,188 

Accounts receivable, net

  804,545   939,649   1,222,900   717,841 

Accounts receivable - related parties

  1,062,166   1,037,146   2,051,589   2,610,917 

Inventories

  1,108,434   1,008,662   1,925,561   1,174,603 

Prepaid income tax and tax receivable

  1,573,834   1,754,369   559,248   857,793 

Investments

  3,765,105   3,756,596   1,827,652   1,820,516 

Other current assets

  384,758   546,105   434,296   603,944 

Total current assets

  14,728,006   15,524,342   22,284,533   17,598,802 
                

Restricted cash

  12,016   13,436   13,976   12,854 

Property and equipment, net

  1,135,049   757,014   1,529,537   1,197,192 

Operating lease right-of-use asset

  809,990   -   1,237,865   733,917 

Goodwill

  915,790   915,790   1,043,473   915,790 

Intangible assets, net

  2,624,932   2,659,723   2,423,201   2,541,285 

Deferred tax assets, net

  859,696   859,696   900,878   900,878 

Other assets, long - term

  523,607   523,607   540,160   523,607 

Total assets

 $21,609,086  $21,253,608  $29,973,623  $24,424,325 
                

LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES AND STOCKHOLDERS' EQUITY

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 
                

CURRENT LIABILITIES

                

Accounts payable and accrued expenses

 $2,055,110  $2,867,081  $2,463,690  $2,843,616 

Expense waivers – related parties

  382,786   325,821   238,886   421,892 

Current portion operating lease liabilities

  342,869   - 

Operating lease liabilities, current portion

  569,717   323,395 

Notes payable - related parties

  3,500   3,500   3,500   3,500 

Loans - property and equipment, current portion

  12,536   26,241   14,727   13,196 

Total current liabilities

  2,796,801   3,222,643   3,290,520   3,605,599 
                

LONG TERM LIABILITIES

                

Notes payable - related parties

  600,000   600,000   600,000   600,000 

Loans - property and equipment, net of current portion

  348,614   61,057   378,222   359,845 

Long-term operating lease liabilities, net of current portion

  504,334   - 

Operating lease liabilities, net of current portion

  718,142   447,062 

Deferred tax liabilities

  176,578   176,578   329,984   261,923 

Total long-term liabilities

  1,629,526   837,635   2,026,348   1,668,830 

Total liabilities

  4,426,327   4,060,278   5,316,868   5,274,429 
                

STOCKHOLDERS' EQUITY

                

Preferred stock, $0.001 par value; 50,000,000 authorized

                

Series B: 53,032 issued and outstanding at March 31, 2020 and at June 30, 2019

  53   53 

Common stock, $0.001 par value; 900,000,000 shares authorized; 37,412,519 shares issued and outstanding at March 31, 2020 and 37,237,519 at June 30, 2019

  37,412   37,237 

Series B: 49,360 issued and outstanding at March 31, 2021 and 53,032 at June 30, 2020

  49   53 

Common stock, $0.001 par value; 900,000,000 shares authorized; 37,485,959 shares issued and outstanding at March 31, 2021 and 37,412,519 at June 30, 2020

  37,486   37,412 

Additional paid-in capital

  9,330,913   9,178,838   9,330,843   9,330,913 

Accumulated other comprehensive loss

  (301,222)  (175,659)

Accumulated other comprehensive income (loss)

  208,085   (144,744)

Retained earnings

  8,115,603   8,152,861   15,080,292   9,926,262 

Total stockholders' equity

  17,182,759   17,193,330   24,656,755   19,149,896 

Total liabilities and stockholders' equity

 $21,609,086  $21,253,608  $29,973,623  $24,424,325 

 

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

 


4

 

CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES

CONDENSEDCONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

 

 

For the Three-Month Periods Ended

  

For the Nine-Month Periods Ended

 
 

March 31,

  

March 31,

  

For the Three-Month Periods Ended March 31,

  

For the Nine-Month Periods Ended March 31,

 
 

2020

  

2019

  

2020

  

2019

  

2021

  

2020

  

2021

  

2020

 
                                

Net revenue

                                

Fund management - related party

 $2,986,503  $3,567,702  $8,866,790  $11,729,689  $5,997,085  $2,986,503  $19,182,801  $8,866,790 

Food products

  1,257,205   1,114,958   3,827,564   3,471,776   2,015,529   1,257,205   6,212,698   3,827,564 

Security systems

  606,268   819,695   2,110,526   2,378,421   717,664   606,268   2,013,819   2,110,526 

Beauty products and other

  1,051,980   749,889   2,918,582   2,549,674   813,084   1,051,980   2,846,052   2,918,582 

Net revenue

  5,901,956   6,252,244   17,723,462   20,129,560   9,543,362   5,901,956   30,255,370   17,723,462 
                                

Cost of revenue

  1,750,845   1,637,694   5,243,803   5,233,458   2,336,541   1,750,845   7,121,339   5,243,803 
                                

Gross profit

  4,151,111   4,614,550   12,479,659   14,896,102   7,206,821   4,151,111   23,134,031   12,479,659 
                                
                                

Operating expense

                                

General and administrative expense

  1,098,721   997,321   3,207,762   3,153,638   1,512,387   1,098,721   5,071,090   3,207,762 

Fund operations

  695,529   1,130,070   2,232,816   3,540,458   860,027   695,529   2,562,525   2,232,816 

Marketing and advertising

  604,163   678,664   1,811,249   2,313,322   689,939   604,163   2,227,322   1,811,249 

Depreciation and amortization

  148,131   173,387   447,955   523,595   178,588   148,131   521,584   447,955 

Salaries and compensation

  1,785,913   1,473,004   5,002,617   4,578,376   1,925,571   1,785,913   6,106,978   5,002,617 

Total operating expenses

  4,332,457   4,452,446   12,702,399   14,109,389   5,166,512   4,332,457   16,489,499   12,702,399 
                                

(Loss) income from operations

  (181,346)  162,104   (222,740)  786,713 

Income (loss) from operations

  2,040,309   (181,346)  6,644,532   (222,740)
                                
                                

Other (expense) income:

                

Other (expense) income

  (40,224)  1,731   (61,797)  (508,543)

Other income (expense):

                

Other income (expense)

  26,748   (40,224)  203,275   (61,797)

Interest and dividend income

  23,806   3,011   76,078   358,425   6,730   23,806   22,193   76,078 

Interest expense

  (9,979)  (7,064)  (31,219)  (22,436)  (9,988)  (9,979)  (30,215)  (31,219)

Total other expense, net

  (26,397)  (2,322)  (16,938)  (172,554)

Total other income (expense), net

  23,490   (26,397)  195,253   (16,938)
                                

(Loss) income before income taxes

  (207,743)  159,782   (239,678)  614,159 

Income (loss) before income taxes

  2,063,799   (207,743)  6,839,785   (239,678)
                                

Benefit (provision) of income taxes

  190,507   (83,898)  202,420   (189,608)

(Provision) benefit of income taxes

  (480,991)  190,507   (1,685,754)  202,420 
                                

Net (loss) income

 $(17,236) $75,884  $(37,258) $424,551 

Net income (loss)

 $1,582,808  $(17,236) $5,154,031  $(37,258)
                                

Weighted average shares of common stock

                                

Basic

  37,412,519   34,045,383   37,383,246   31,021,688   37,474,535   37,412,519   37,432,889   37,383,246 

Diluted

  37,412,519   38,298,159   37,383,246   38,298,159   38,473,159   37,412,519   38,473,159   37,383,246 
                                

Net (loss) income per common share

                

Net income (loss) per common share

                

Basic

  (0.00) $0.00  $(0.00) $0.01  $0.04  $(0.00) $0.14  $(0.00)

Diluted

 $(0.00) $0.00  $(0.00) $0.01  $0.04  $(0.00) $0.13  $(0.00)

 

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

 


5

 

CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (LOSS)

(UNAUDITED)

 

  

For the Three-Month Periods Ended

  

For the Nine-Month Periods Ended

 
  March 31,  March 31, 
  

2020

  

2019

  

2020

  

2019

 
                 

Net (loss) income

 $(17,236) $75,884  $(37,258) $424,551 
                 

Other comprehensive (loss) income:

                

Foreign currency translation (loss) gain

  (295,100)  44,912   (125,563)  (13,796)

Comprehensive (loss) income

 $(312,336) $120,796  $(162,821) $410,755 
  

Three Months Ended March 31,

  

Nine Months Ended March 31,

 
  

2021

  

2020

  

2021

  

2020

 
                 

Net income (loss)

 $1,582,808  $(17,236) $5,154,031  $(37,258)
                 

Other comprehensive income:

                

Foreign currency translation (loss) gain

  (17,317)  (295,100)  352,829   (125,563)

Comprehensive income (loss)

 $1,565,491  $(312,336) $5,506,860  $(162,821)

 

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

 


6

 

CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

FOR THE THREE AND NINE MONTH PERIODS ENDING MARCH 31, 2021 AND MARCH 31, 2020

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY 

FOR THE THREE AND Nine MONTH PERIODS ENDING March 31, 2020 and March 31, 2019

(UNAUDITED)

 

Period Ending March 31, 2020

 Preferred Stock (Series B)  

Common Stock

                 
  

Number of Shares

  

Amount

  

Number of Shares

  

Par Value

  

Additional Paid - in Capital

  

Accumulated Other Comprehensive Income (Loss)

  

Retained Earnings

  

Total Stockholders' Equity

 

Balance at June 30, 2019

  53,032  $53   37,237,519  $37,237  $9,178,838  $(175,659) $8,152,861  $17,193,330 

Gain on currency translation

  -   -   -   -   -   33,949   -   33,949 

Common stock issued for services

  -   -   175,000   175   -   -   -   175 

Common stock issued for services - earned(1)

  -   -   -   -   37,366   -   -   37,366 

Net income

  -   -   -   -   -   -   54,892   54,892 

Balance at September 30, 2019

  53,032  $53   37,412,519  $37,412  $9,216,204  $(141,710) $8,207,753  $17,319,712 

Gain on currency translation

  -   -   -   -   -   135,588   -   135,588 

Common stock issued for services

  -   -   -   -   -   -   -   - 

Common stock issued for services - earned(1)

  -   -   -   -   76,751   -   -   76,751 

Net loss

  -   -   -   -   -   -   (74,914)  (74,914)

Balance at December 31, 2019

  53,032  $53   37,412,519  $37,412  $9,292,955  $(6,122) $8,132,839  $17,457,137 
Loss on currency translation  -   -   -   -   -   (295,100)  -   (295,100)
Common stock issued for services  -   -   -   -   -   -   -   - 
Common stock issued for services - earned(1)  -   -   -   -   37,958   -   -   37,958 
Net loss  -   -   -   -   -   -   (17,236)  (17,236)
Balance at March 31, 2020  53,032  $53   37,412,519  $37,412  $9,330,913  $(301,222) $8,115,603  $17,182,759 

Period Ending March 31, 2021

 

Preferred Stock (Series B)

  

Common Stock

                 
  

Number of Shares

  

Amount

  

Number of Shares

  

Par Value

  

Additional Paid - in Capital

  

Accumulated Other Comprehensive (Loss) Income

  

Retained Earnings

  

Total Stockholders' Equity

 

Balance at July 1, 2020

  53,032  $53   37,412,519  $37,412  $9,330,913  $(144,744) $9,926,262  $19,149,896 

Gain on currency translation

  -   -   -   -   -   72,714   -   72,714 

Net income

  -   -   -   -   -   -   2,219,434   2,219,434 

Balance at September 30, 2020

  53,032  $53   37,412,519  $37,412  $9,330,913  $(72,030) $12,145,696  $21,442,044 

Gain on currency translation

  -   -   -   -   -   297,432   -   297,432 

Net income

  -   -   -   -   -   -   1,351,788   1,351,788 

Balance at December 31, 2020

  53,032  $53   37,412,519  $37,412  $9,330,913  $225,402  $13,497,484  $23,091,264 

Loss on currency translation

  -   -   -   -   -   (17,317)  -   (17,317)
Conversion of preferred stock to common stock  (3,672)  (4)  73,440   74   (70)  -   -   - 

Net income

  -   -   -   -   -   -   1,582,808   1,582,808 

Balance at March 31, 2021

  49,360  $49   37,485,959  $37,486  $9,330,843  $208,085  $15,080,292  $24,656,755 

 

 

Period Ending March 31, 2019

 Preferred Stock (Series B)  

Common Stock

                 
  

Number of Shares

  

Amount

  

Number of Shares

  

Par Value

  

Additional Paid - in Capital

  

Accumulated Other Comprehensive Income (Loss)

  

Retained Earnings

  

Total Stockholders' Equity

 

Balance at June 30, 2018

  436,951  $437   29,559,139  $29,559  $9,186,132  $148,808  $7,611,061  $16,975,997 

Loss on currency translation

  -   -   -   -   -   (11,583)  -   (11,583)
Reclass of investment gains  -   -   -   -   -   (279,951)  279,951   - 

Net income

  -   -   -   -   -   -   285,954   285,954 

Balance at September 30, 2018

  436,951  $437   29,559,139  $29,559  $9,186,132  $(142,726) $8,176,966  $17,250,368 

Loss on currency translation

  -   -   -   -   -   (47,125)  -   (47,125)

Reclass of investment gains

  -   -   -   -   -   -   (448)  (448)

Net income

  -   -   -   -   -   -   63,161   63,161 

Balance at December 31, 2018

  436,951�� $437   29,559,139  $29,559  $9,186,132  $(189,851) $8,239,679  $17,265,956 
Gain on currency translation  -   -   -   -   -   44,912   -   44,912 
Conversion of preferred shares  (383,919)  (384)  7,678,380   7,678   (7,294)  -   -   - 
Net income  -   -   -   -   -   -   75,884   75,884 
Balance at March 31, 2019  53,032  $53   37,237,519  $37,237  $9,178,838  $(144,939) $8,315,563  $17,386,752 

Period Ending March 31, 2020

 

Preferred Stock (Series B)

  

Common Stock

                 
  

Number of Shares

  

Amount

  

Number of Shares

  

Par Value

  

Additional Paid - in Capital

  

Accumulated Other Comprehensive Income (Loss)

  

Retained Earnings

  

Total Stockholders' Equity

 

Balance at June 30, 2019

  53,032  $53   37,237,519  $37,237  $9,178,838  $(175,659) $8,152,861  $17,193,330 

Gain on currency translation

  -   -   -   -   -   33,949   -   33,949 

Common stock issued for services

  -   -   175,000   175.00   -   -   -   175 

Common stock issued for services - earned(1)

  -   -   -   -   37,366   -   -   37,366 

Net income

  -   -   -   -   -   -   54,892   54,892 

Balance at September 30, 2019

  53,032  $53   37,412,519  $37,412  $9,216,204  $(141,710) $8,207,753  $17,319,712 

Gain on currency translation

  -   -   -   -   -   135,588   -   135,588 

Common stock issued for services

  -   -   -   -   -   -   -   - 

Common stock issued for services - earned(1)

  -   -   -   -   76,751   -   -   76,751 

Net loss

  -   -   -   -   -   -   (74,914)  (74,914)

Balance at December 31, 2019

  53,032  $53   37,412,519  $37,412  $9,292,955  $(6,122) $8,132,839  $17,457,137 

Loss on currency translation

  -   -   -   -   -   (295,100)  -   (295,100)

Common stock issued for services - earned(1)

  -   -   -   -   37,958   -   -   37,958 

Net loss

  -   -   -   -   -   -   (17,236)  (17,236)

Balance at March 31, 2020

  53,032  $53   37,412,519  $37,412  $9,330,913  $(301,222) $8,115,603  $17,182,759 

 

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

 

(1)  See Shares Issued for Services contained in Note 1312 

 


7

 

CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED) 

 

 

For the Nine-Month Periods Ended

  

For the Nine-Month Periods Ended

 
 

March 31,

  

March 31,

 
 

2020

  

2019

  

2021

  

2020

 

CASH FLOWS FROM OPERATING ACTIVITIES:

                

Net (loss) income

 $(37,258) $424,551 

Net income (loss)

 $5,154,031  $(37,258)

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

                

Depreciation and amortization

  447,955   523,595   521,584   447,955 

Stock based vendor compensation

  152,250   -   -   152,250 
Bad debt recovery  (197)  - 

Unrealized loss (gain) on investments

  44,409   (29,463)

Loss (gain) on disposal of equipment

  -   (3,381)

Bad debt expense (recovery)

  14,082   (197)

Impairment to inventory value

  67,576   - 

Unrealized (gain) loss on investments

  (5,146)  44,409 

Gain on disposal of equipment

  (2,148)  - 
Operating lease right-of-use asset - non-cash lease cost  303,851   -   420,948   303,851 
                

Decrease (increase) in current assets:

                

Accounts receivable

  77,244   11,381   (91,002)  77,244 

Accounts receivable - related party

  (25,020)  250,798   559,327   (25,020)

Prepaid income taxes and tax receivable

  196,670   110,124   302,313   196,670 

Inventories

  (155,644)  (284,506)  (254,177)  (155,644)

Other current assets

  (18,910)  (109,728)  47,336   (18,910)

Decrease (increase) in current liabilities:

                

Accounts payable and accrued expenses

  (715,356)  (350,473)  (808,350)  (715,356)
Operating lease liabilities  (303,714)  -   (424,071)  (303,714)

Expense waivers - related party

  56,965   (200,187)  (183,006)  56,965 

Net cash provided by operating activities

  23,245   342,711   5,319,297   23,245 
                

CASH FLOWS FROM INVESTING ACTIVITIES:

                

Cash paid for acquisition of business assets

  -   (1,205,000)  (993,435)  - 
Cash paid for internally developed software  (217,990)  -   -   (217,990)

Purchase of property and equipment – net of disposal

  (455,064)  (26,985)

Purchase of property and equipment

  (41,074)  (455,064)
Proceeds from sale of property and equipment  2,148   - 

Sale of investments

  1,000,000   3,197,479   -   1,000,000 

Purchase of investments

  (1,040,767)  (1,000,000)  (492)  (1,040,767)

Net cash (used in) provided by investing activities

  (713,821)  965,494 

Net cash used in investing activities

  (1,032,853)  (713,821)
                

CASH FLOWS FROM FINANCING ACTIVITIES:

                

Proceeds from property and equipment loans

  370,220   -   -   370,220 

Repayment of property and equipment loans

  (89,666)  (104,272)  (25,394)  (89,666)

Net cash provided by (used in) financing activities

  280,554   (104,272)

Net cash (used in) provided by financing activities

  (25,394)  280,554 
                

Effect of exchange rate change on cash and cash equivalents

  (44,049)  3,256   190,171   (44,049)
                

NET (DECREASE) INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH

  (454,071)  1,207,189 

NET INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH

  4,451,221   (454,071)
                

CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING BALANCE

  6,495,251   7,524,114   9,826,042   6,495,251 
                

CASH, CASH EQUIVALENTS AND RESTRICTED CASH, ENDING BALANCE

 $6,041,180  $8,731,303  $14,277,263  $6,041,180 
                

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

                

Cash paid during the period for:

                
Interest paid $12,926  $-  $11,989  $12,926 

Income taxes-U.S.

 $159,363  $43,000 

Income taxes paid, net of refunds

 $1,247,005  $159,363 

Non-cash financing and investing activities:

                

Acquisition of operating right-of-use assets through operating lease obligations

 $1,150,916  $-  $730,741  $1,150,916 
Reclassification of deposit from other current assets to property and equipment $178,276  $- 

Reclassification of acquisition deposit

 $122,111  $- 

Reclassification of building deposit from other current assets to property and equipment, net

 $-  $178,276 

 

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

 


8

 

CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIALS STATEMENTS

(UNAUDITED)

 

 

NOTE 1.

ORGANIZATION AND DESCRIPTION OF BUSINESS

 

Concierge Technologies, Inc., (the “Company” or “Concierge”), a Nevada corporation, operates through its wholly owned subsidiaries who are engaged in varied business activities. The operations of the Company’s wholly-owned subsidiaries are more particularly described herein but are summarized as follows:

 

 

Wainwright Holdings, Inc. (“Wainwright”), a U.S. based company, is the sole member of two investment services limited liability company subsidiaries, United States Commodity Funds LLC (“USCF”), and USCF Advisers LLC (“USCF Advisers”), each of which manages, operates or is an investment advisor to exchange traded funds organized as limited partnerships or investment trusts that issue shares which trade on the NYSE Arca stock exchange.

 

Gourmet Foods, Ltd. (“Gourmet Foods”), a New Zealand based company, manufactures and distributes New Zealand meat pies on a commercial scale.scale and its wholly-owned New Zealand subsidiary company, Printstock Products Limited ("Printstock"), prints specialty wrappers for the food industry in New Zealand and Australia (collectively "Gourmet Foods").

 

Brigadier Security Systems (2000) Ltd. (“Brigadier”), a Canadian based company, sells and installs commercial and residential alarm monitoring systems.systems under the names Brigadier Security Systems and Elite Security in the province of Saskatchewan.

 

Kahnalytics, Inc. dba/Original Sprout (“Original Sprout”), a U.S. based company, is engaged in the wholesale distribution of hair and skin care products under the brand name Original Sprout on a global scale. 

 

Marygold & Co., ("Marygold") a newly formed U.S. based company, together with its wholly-owned limited liability company, Marygold & Co. Advisory Services, LLC,  ( collectively "Marygold") was established by Concierge to explore opportunities in the financial technology ("Fintech") space, is still in the development stage as of March 2021, and is estimated to commence operations by August 2020.launch commercial services in the current fiscal year. Through March 31, 2021, expenditures have been limited to developing the business model and the associated application development.

 

Concierge manages its operating businesses on a decentralized basis. There are no centralized or integrated operational functions such as marketing, sales, legal or other professional services and there is little involvement by Concierge’s management in the day-to-day business affairs of its operating subsidiary businesses.businesses apart from oversight. Concierge’s corporate management is responsible for capital allocation decisions, investment activities and selection and retention of the Chief Executive to head each of the operating subsidiaries. Concierge's corporate management is also responsible for corporate governance practices, monitoring regulatory affairs, including those of its operating businesses and involvement in governance-related issues of its subsidiaries as needed.

 

 

NOTE 2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation and Accounting Principles

 

The Company has prepared the accompanying financial statements on a consolidated basis. In the opinion of management, the accompanying consolidated balance sheets and related statements of income and comprehensive income, and cash flows include all adjustments, consisting only of normal recurring items, necessary for their fair presentation, prepared on an accrual basis, in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The information included in this Form 10-Q should be read in conjunction with information included in the Company’s 2019Annual Report on Form 10-K filed on Septemberfor year ended June 30, 20192020 and filed with the U.S. Securities and Exchange Commission.Commission on September 28, 2020.

 

Principles of Consolidation

 

The accompanying condensed consolidated financial statements, which are referred to herein as the “Financial Statements” include the accounts of Concierge and its wholly owned subsidiaries, Wainwright, Gourmet Foods, Brigadier, Original Sprout, and Marygold & Co.Marygold.

 

All significant inter-company transactions and accounts have been eliminated in consolidation.

9

 

Use of Estimates

 

The preparation of the Financial Statements are in conformity with U.S. GAAP which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Financial Statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Cash and Cash Equivalents

 

Cash and cash equivalents include all highly liquid debt instruments with original maturities of three months or less. The Company maintains its cash and cash equivalents in financial institutions in the United States, Canada, and New Zealand. Accounts in the United States are insured by the Federal Deposit Insurance Corporation up to $250,000 per depositor, and accounts in Canada are insured by the Canada Deposit Insurance Corporation up to CD$100,000 per depositor. Accounts in New Zealand are uninsured. The Company has, at times, held deposits in excess of insured amounts, but the Company does not expect any losses in such accounts.

 

Accounts Receivable, net and Accounts Receivable - Related Parties

 

Accounts receivable, net, consist of receivables from the Brigadier, Gourmet Foods and Original Sprout businesses. The Company does not currently maintain an allowance for doubtful accounts as it believes all accounts are collectible. Management regularly reviews the composition of accounts receivable and analyzes customer credit worthiness, customer concentrations, current economic trends and changes in customer payment patterns to determine whether or not an account should be deemed uncollectible. Reserves, if any, are recorded on a specific identification basis. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. As of March 31, 20202021 and June 30, 2019,2020, the Company had $0 and $2,075,$9,786, respectively, listed as doubtful accounts.

 

Accounts receivable - related parties, consist of fund asset management fees receivable from the Wainwright business. Management fees receivable generally consist of one month of management fees which are collected in the month after they are earned. As of March 31, 20202021 and June 30, 2019,2020, there is no allowance for doubtful accounts as all amounts are deemed collectible.

 


Major Customers and Suppliers Concentration of Credit Risk

 

Concierge, as a holding company, operates through its wholly-owned subsidiaries and has no concentration of risk either from customers or suppliers as a stand alonestand-alone entity. Marygold, & Co., as a newly formed development stage entity, had no revenues and no significant transactions for the three or and nine months ended March 31, 2020. What2021. Any transactions that did occur were combined with those of Concierge.

 

Concierge, through Brigadier, is partially dependent upon its contractual relationship with the alarm monitoring company who provides monitoring services to Brigadier’s customers. In the event this contract is terminated, Brigadier would be compelled to find an alternate source of alarm monitoring, or establish such a facility itself. Management believes that the contractual relationship is sustainable, and has been for many years, with alternate solutions available should the need arise. Sales to the largest customer, which includes contracts and recurring monthly support fees, totaled 49%43% and 50%47% of the total Brigadier revenues for the three and nine months ended March 31, 2021 as compared to 49% and 50% for the three and nine months ended March 31, 2020,, respectively, as compared to 46% and 52% for the three and nine months ended March 31, 2019, respectively. The same customer accounted for approximately 37%39% and 40% of Brigadier's accounts receivable as of the balance sheet dates of March 31, 20202021 and June 30, 2019.2020, respectively. 

 

Concierge, through Gourmet Foods, and now with the acquisition of Printstock Products Limited on July 1, 2020, has threetwo major customer groups comprising gross revenues: 1) baking, and 2) printing. For the gross revenues to Gourmet Foods;purpose of segment reporting (Note 16) both revenue streams are considered part of the same "food industry" segment.

Baking: Within the baking sector there are three major customer groups; 1) grocery, 2) gasoline convenience stores, and 3) independent retailers. The grocery and food industry is dominated by several large chain operations, which are customers of Gourmet Foods, and there are no long term guarantees that these major customers will continue to purchase products from Gourmet Foods, however the relationships have been in place for sufficient time to give management reasonable confidence in their continuing business. For the three and nine months ended March 31, 2020,2021, Gourmet Foods’ largest customer in the grocery industry, who operates through a number of independently branded stores, accounted for approximately 20%18% of Gourmet Foodsbaking sales revenues as compared to 19% and 21%, respectively,20% for the three andmonths ended March 31, 2020. For the nine months ended March 31, 2019.2021, the largest customer accounted for approximately 18% of baking sales revenues as compared to 20% for the nine months ended March 31, 2020. This customer accounted for 39%17% of the baking accounts receivable at March 31, 20202021 as compared to 28%15% as of June 30, 2019.2020. The second largest in the grocery industry accounteddid not account for approximately 15% and 14% of Gourmet Foodssignificant sales revenues forduring the three and nine months ended March 31, 2020 respectively,2021, however did account for 27% of the baking accounts receivable at March 31, 2021 as compared to 11% and 12%, respectively, for the three and nine months ended March 31, 2019. This same group accounted for 23% of Gourmet Foods accounts receivable as of March 31, 2020 as compared to 19% as of 26% at June 30, 2019.2020. In the gasoline convenience store market Gourmet Foods supplies two major channels. The largest is a marketing consortium of gasoline dealers operating under the same brand who, for the three months ended March 31, 2021 and 2020 accounted for approximately 50% and 44%, respectively, of baking gross sales revenues. The same consortium accounted for 50% and 43% of baking sales revenues for the nine months ended March 31, 2020, accounted for approximately 44%2021 and 43%, respectively, of Gourmet Foods’ gross sales revenues as compared to 46% and 44%, respectively, for the three and nine months ended March 31, 2019.2020, respectively. No single member of the consortium is responsible for a significant portion of Gourmet Foods’ accounts receivable. The third category of independent retailers and cafes accounted for the balance of Gourmet Foods’baking gross sales revenue, however the group members are independently ownedone buying consortium accounted for 18% of baking accounts receivable as of March 31, 2021 as compared to 15% at June 30, 2020.

10

Printing: The printing sector of Gourmet Foods' gross revenues is comprised of many customers, some large and individually responsible for their financial obligationssome small, with no one customer accounting for 29% and 26% of the printing sector revenues for the three and nine month periods ended March 31, 2021 and 18% of the printing sector accounts receivable as of March 31, 2021. A second customer accounted for 11% of the printing sector accounts receivable as of March 31, 2021. No other customers comprised a significant portion ofcontribution to printing sector sales revenues or accounts receivable.receivable as of and for the three and nine months ended March 31, 2021. There was no printing sector of Gourmet Foods in prior periods for comparison.

Consolidated: With respect to Gourmet Foods’ consolidated risk, the largest customers accounted for 32%, 11% and 11% of Gourmet Foods' consolidated gross revenues for the three months ended March 31, 2021. For the nine months ended March 31, 2021, the largest customers accounted for 33%, 12% and 9% of consolidated revenues. Because Printstock was acquired during the current fiscal year, there is no relevant consolidated comparisons for the prior year period ended March 31, 2020. These same customers accounted for combined 18% of Gourmet Foods' consolidated accounts receivable as of March 31, 2021.

 

Concierge, through Original Sprout, ishas not historically been dependent upon any one customer or group of customers on an annualized basis, though due to timing of deliveries a customer may account for a significant portion of our grosssales revenues during any particular period. For the three and nine monthsmonth periods ended March 31, 20202021, one customer accounted for 9% and 13%, onerespectively, of our sales revenues and 15% and 39%, respectively, of our accounts receivable as of March 31, 2021 and June 30, 2020. A second customer of less than significant sales accounted for 23% of our accounts receivable at March 31, 2021 as compared to 9% at June 30, 2020. A different customer accounted for 17% and 11%, respectively, of our totalsales revenues as compared to two different companies accounting for 13% for the three and nine months ended March 31, 2019 with one of the companies accounting for 11% of our revenues for the nine-month period ended March 31, 2019. These companies did not account for any significant portion of our accounts receivable as of March 31, 2020, or as of June 30, 2019, however six different customers who did not account for a significant portion of our revenues did account for 10% 10%, 10% 13%, 14%, and 17% of our accounts receivable as of March 31, 2020 as compared to nil, nil, nil, nil, 12% and 25%, respectively, of all accounts receivable as of June 30, 2019. respectively. Original Sprout is partially dependent upon its relationship with a product packaging company who, at the direction of Original Sprout, manufactures the products, packages them in appropriate containers, and delivers the finished goods to Original Sprout for distribution to its customers. All of Original Sprout’s products are currently produced by this packaging company, although if this relationship were to fail there are other similar packaging companies available to Original Sprout at competitive pricing. 

 

For our subsidiary, Wainwright, the concentration of risk and the relative reliance on major customers are found within the various funds it manages and the associated three and nine month revenues as of March 31, 2021 and March 31, 2020 and March 31, 2019 along with the accounts receivable at March 31, 20202021 as compared with June 30, 20192020 as depicted below.

 

 For the Three Months Ended  For the Three Months Ended  

For the Three Months Ended

  

For the Three Months Ended

 
 March 31, 2020  March 31, 2019  

March 31, 2021

  

March 31, 2020

 
 

Revenue

  

Revenue

  

Revenue

  

Revenue

 

Fund

                                

USO

 $1,659,435   55% $1,803,427   51% $3,813,588   64% $1,659,435   56%

BNO

  663,973   11%  153,554   5%

UNG

  688,156   23%  432,915   12%  520,978   9%  688,156   23%

USCI

  322,162   11%  912,419   25%  308,497   5%  322,162   11%

All Others

  316,750   11%  418,941   12%  690,049   11%  163,196   5%

Total

 $2,986,503   100% $3,567,702   100% $5,997,085   100% $2,986,503   100%

 

 For the Nine Months Ended  For the Nine Months Ended  

For the Nine Months Ended

  

For the Nine Months Ended

 
 March 31, 2020  March 31, 2019  

March 31, 2021

  

March 31, 2020

 
 

Revenue

  

Revenue

  

Revenue

  

Revenue

 

Fund

                                

USO

 $4,650,756   52% $5,641,829   48% $12,909,971   67% $4,650,756   52%

BNO

  2,060,809   11%  468,244   5%

UNG

  1,663,229   19%  1,510,303   13%  1,664,761   9%  1,663,229   19%

USCI

  1,398,646   16%  3,262,108   28%  774,913   4%  1,398,646   16%

All Others

  1,154,159   13%  1,315,449   11%  1,772,347   9%  685,915   8%

Total

 $8,866,790   100% $11,729,689   100% $19,182,801   100% $8,866,790   100%

 

 

As of March 31, 2020

  

As of March 31, 2019

  

As of March 31, 2021

  

As of June 30, 2020

 
 

Accounts Receivable

  

Accounts Receivable

  

Accounts Receivable

  

Accounts Receivable

 

Fund

                                

USO

 $629,310   59% $598,810   49% $1,274,542   62% $1,818,719   70%

UNG

  193,400   18%  309,916   26%

USCI

  90,707   9%  142,351   12%

BNO

  224,019   11%  265,143   10%

All Others

  148,749   14%  156,284   13%  553,028   27%  527,055   20%

Total

 $1,062,166   100% $1,207,361   100% $2,051,589   100% $2,610,917   100%

 


11

 

Inventories

 

Inventories, consisting primarily of food products, printing inks and supplies, and packaging in New Zealand, hair and skin care finished products and components in the U.S., and security system hardware in Canada, are valued at the lower of cost (determined on a FIFO basis) or net realizable value. Inventories include product cost, inbound freight and warehousing costs where applicable. Management compares the cost of inventories with the net realizable value and an allowance is made for writing down the inventories to their net realizable value, if lower. For the nine months ended March 31, 20202021 and 20192020 impairment to inventory value was recorded as $0$67,576 and $0, respectively. An assessment is made at the end of each reporting periodrespectively, and also includes inventory that has been scrapped due to determine what slow-moving inventory items, if any, should be deemed obsolete and written down to their estimated net realizable value. For the nine months ended March 31, 2020 and 2019, the expense for slow-movingobsolescence or obsolete inventory was $0 and $0, respectively.damage. 

 

Property and Equipment

 

Property and equipment are stated at cost. Expenditures for maintenance and repairs are charged to earnings as incurred; additions, renewals and leasehold improvements are capitalized. Office furniture and equipment include office fixtures, computers, printers and other office equipment plus software and applicable packaging designs. Leasehold improvements, which are included in plant and equipment, are depreciated over the shorter of the useful life of the improvement and the length of the lease. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations. Depreciation is computed using the straight line method over the estimated useful life of the asset (see Note 5 to the Condensed Consolidated Financial Statements). 

 

Category

 

Estimated Useful Life (in years)

Building

39 

Plant and equipment:equipment

  5 to 10 

Furniture and office equipment:equipment

  3 to 5 

Vehicles

  3 to 5

Buildings

10 to 39 

 

Intangible Assets

 

Intangible assets consist of brand names, domain names, recipes, non-compete agreements and customer lists along with the internally developed software in process for the business applications of Marygold to be launched in the coming fiscal year. Intangible assets with finite lives are amortized over the estimated useful life and are evaluated for impairment at least on an annual basis and whenever events or changes in circumstances indicate that the carrying value may not be recoverable. The Company assesses recoverability by determining whether the carrying value of such assets will be recovered through the discounted expected future cash flows. If the future discounted cash flows are less than the carrying amount of these assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. There was no impairment recorded for the three and nine monthsmonth periods ended March 31, 2020 or 2019.2021 and 2020.

 

Goodwill

 

Goodwill represents the excess of the aggregate purchase price over the fair value of the net assets acquired in a purchase businesses combination. Goodwill is tested for impairment on an annual basis during the fourth quarter of our fiscal year, or more frequently if events or changes in circumstances indicate that the carrying amount of goodwill may be impaired. The goodwill impairment test is a two-step test. Under the first step, the fair value of the reporting unit is compared with its carrying value including goodwill. If the fair value of the reporting unit exceeds its carrying value, step two does not need to be performed. If the fair value of the reporting unit is less than its carrying value, an indication of goodwill impairment exists for the reporting unit and the enterprise must perform step two of the impairment test. Under step two, an impairment loss is recognized for any excess of the carrying amount of the reporting unit’s goodwill over the implied fair value of that goodwill. The implied fair value of goodwill is determined by allocating the fair value of the reporting unit in a manner similar to a purchase price allocation. The residual fair value after this allocation is the implied fair value of the reporting unit goodwill. There was no impairment recorded for the three and nine months ended March 31, 2020 or 2019.2021 and 2020.

 

Impairment of Long-Lived Assets

 

The Company tests long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through the estimated undiscounted cash flows expected to result from the use and eventual disposition of the assets. Whenever any such impairment exists, an impairment loss will be recognized for the amount by which the carrying value exceeds the fair value. There was no impairment recorded for the three and nine months ended March 31, 2020 or 2019.2021 and 2020.

 

1112

 

Investments and Fair Value of Financial Instruments

 

Short-term investments are classified as available-for-sale securities. The Company measures the investments at fair value at period end with any changes in fair value reflected as unrealized gains or (losses) which is included as part of other (expense) income. The Company values its investments in accordance with Accounting Standards Codification ("ASC") 820 – Fair Value Measurements and Disclosures (“ASC 820”). ASC 820 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurement. The changes to past practice resulting from the application of ASC 820 relate to the definition of fair value, the methods used to measure fair value, and the expanded disclosures about fair value measurement. ASC 820 establishes a fair value hierarchy that distinguishes between: (1) market participant assumptions developed based on market data obtained from sources independent of the Company (observable inputs) and (2) The Company’s own assumptions about market participant assumptions developed based on the best information available under the circumstances (unobservable inputs). The three levels defined by the ASC 820 hierarchy are as follows:

 

Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.

 

Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 assets include the following: quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability, and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market-corroborated inputs).

 

Level 3 – Unobservable pricing input at the measurement date for the asset or liability. Unobservable inputs shall be used to measure fair value to the extent that observable inputs are not available.

 

In some instances, the inputs used to measure fair value might fall within different levels of the fair value hierarchy. The level in the fair value hierarchy within which the fair value measurement in its entirety falls shall be determined based on the lowest input level that is significant to the fair value measurement in its entirety.

 

Revenue Recognition

 

Revenue consists of fees earned through management of investment funds, sale of gourmet meat pies and related bakery confectionsprinting of food wrappers in New Zealand, security alarm system installation and maintenance services in Canada, and wholesale distributionsales of hair and skin care products.products internationally. Revenue is accounted for net of sales taxes, sales returns, and trade discounts. The performance obligation is satisfied when the product has been shipped and title, risk of loss and rewards of ownership have been transferred. For most of the Company’s product sales or services, these criteria are met at the time the product is shipped, the subscription period commences, or the management fees are accrued. For our Brigadier subsidiary in Canada, the Company operates under contract with an alarm monitoring company that pays a percentage of theirits recurring monitoring fee to Brigadier in exchange for continued customer service and support functions with respect to each customer maintained under contract by the monitoring company. The Company has no costs of contracts which require capitalization.

 

Recently Adopted Accounting Pronouncements - In May 2014, the Financial Accounting Standards Board (“FASB”) issued authoritative guidance that set forth a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. The Company adopted this new standard and its related amendments as of July 1, 2018 using the modified retrospective transition method, whereby the cumulative effect of initially applying the new standard recognized as an adjustment to the opening balance of stockholders equity. Results for reporting periods commencing on or after July 1, 2018 are presented under the new standard, while prior period amounts are not adjusted and continue to be reported under the accounting standards in effect for that prior period. The impact of adoption did not have a material effect on our financial results. The adoption of the new standard impacted the identification of separate obligations for certain sales of security systems and related monitoring sales. The Company generates revenue, in part, through contractual monthly recurring fees received for providing ongoing customer support services to monitoring company clientele. The five-step process governing contract revenue reporting includes:

 

1. Identifying the contract(s) with customers

2. Identifying the performance obligations in the contract

3. Determining the transaction price

4. Allocate the transaction price to the performance obligations in the contract

5. Recognize revenue when or as the performance obligation is satisfied

 

Transactions involve security systems that are sold outright to the customer where the Company's performance obligations include customer support services and the sale and installation of the security systems. For such arrangements, the Company allocates a portion of the transaction price to each performance obligation based on a relative stand-alone selling price. Revenue associated with the sale and installation of security systems is recognized once installation is complete, and is reflected as security system revenue in the Condensed Consolidated Statements of Operations. Revenue associated with customer support services is recognized as those services are provided, and is included as a component of security system revenue in the Condensed Consolidated Statements of Operations,Income, which for the three and nine months ended March 31, 20202021, were approximately US$169,584182,631 and US$582,085,538,436, or approximately 25% and 27%, respectively, of the total security system revenues as compared to $169,584 and $582,085 for the three and nine month periods ended March 31, 2020, respectively, or 28% of the total security system revenues. These revenues for the three and nine months ended March 31, 20202021 account for approximately 3%2% of total consolidated revenues.revenues as compared to 3% for the three and nine month periods ended March 31, 2020. None of the other subsidiaries of the Company generate revenues from long term contracts.

13

 

Because the Company has no contract with the end user, and the monthly payments for customer support services are made to the Company by the monitoring company who has a contract with the end user, and end user customers are subject to cancellation through no control of the Company; therefore, no deferred revenues or contingent liability reserves have been established with respect to these contracts. The services are deemed delivered as the obligation is acknowledged on a monthly basis.

12

 

Income Taxes

 

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. A valuation allowance is provided for deferred tax assets if it is more likely than not that these items will either expire before the Company is able to realize their benefits or if future deductibility is uncertain.

 

When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Applicable interest and penalties associated with unrecognized tax benefits are classified as additional income taxes in the statements of operations.Income.

 

Advertising Costs

 

The Company expenses the cost of advertising as incurred. Marketing and advertising costs for the three months ended March 31, 2021 and 2020 were $0.7 million and $0.6 million, respectively. Marketing and advertising costs for the nine months ended March 31, 2021 and 2020 were $604,163$2.2 million and $1,811,249, respectively, as compared to $678,664 and $2,313,322$1.8 million for the three and nine months ended March 31, 2019, respectively.

 

Other Comprehensive Income (Loss)

 

Foreign Currency Translation

 

We record foreign currency translation adjustments and transaction gains and losses in accordance with ASC 830-30, Foreign Currency Translation. The accounts of Gourmet Foods use the New Zealand dollar as the functional currency. The accounts of Brigadier Security System use the Canadian dollar as the functional currency. Assets and liabilities are translated at the exchange rate on the balance sheet date, and operating results are translated at the weighted average exchange rate throughout the period. Foreign currency transaction gains and (losses) can also occur if a transaction is settled in a currency other than the entity's functional currency. Accumulated currency translation gains and (losses) are classified as an item of accumulated other comprehensive income (loss) in the stockholders’ equity section of the consolidated balance sheet.

Short-Term Investment Valuation

In January 2016, the FASB issued authoritative guidance related to the accounting for equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. Under the new guidance, equity investments with readily determinable fair values, except those accounted for under the equity method, will be measured at fair value with changes in fair value recognized in earnings rather than other comprehensive income (loss). In addition, this update clarifies the guidance related to the valuation allowance assessment when recognizing deferred tax assets resulting from the unrealized losses on certain debt securities. The Company adopted this guidance effective on July 1, 2018, resulting in reclassification of $279,951 of accumulated other comprehensive income to retained earnings. Besides this reclassification there was no material impact to the Condensed Consolidated Financial Statements as a result of the adoption.

13

 

Segment Reporting

 

The Company defines operating segments as components about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performances. The Company allocates its resources and assesses the performance of its sales activities based on the geographic locations of its subsidiaries (Refer to Note 16 of the Condensed Consolidated Financial Statements).

 

Business Combinations

 

We allocate the fair value of purchase consideration to the tangible assets acquired, liabilities assumed and intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from acquired users, acquired trade names from a market participant perspective, useful lives and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, which is one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed. For the three and nine months ended March 31, 20202021 and 20192020 a determination was made that no adjustments were necessarynecessary.

 

14

Recent Accounting Pronouncements

 

In FebruaryJune 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Board Update (“ASU”) 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, and also issued subsequent amendments to the initial guidance: ASU 2018-19, ASU 2019-04, ASU 2019-05, ASU 2019-10, and ASU 2019-11, which replace the existing incurred loss impairment model with an expected credit loss model and require a financial asset measured at amortized cost to be presented at the net amount expected to be collected. The new guidance will be effective for annual reporting periods beginning after December 15, 2022 (as amended by ASU 2019-10), including interim periods within that annual period. The Company is evaluating the effect that ASU 2016-13 will have on its consolidated financial statements and related disclosures. 

In August 2020, the FASB issued ASU 2016-02, Leases (Topic 842)No. 2020-06, ,Debt which requires lessees Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging Contracts in Entitys Own Equity (Subtopic 815-40). The amendment is meant to recognize leases on-balance sheetsimplify the accounting for convertible instruments by removing certain separation models in subtopic 470-20 for convertible instruments. The amendment also changed the method used to calculate diluted earnings per share ("EPS") for convertible instruments and disclose key information about leasing arrangements.for instruments that may be settled in cash. The new standard establishes a right-of-use (“ROU”) model that requires a lessee to recognize a ROU asset and lease liability onamendment is effective for years beginning after December 15, 2021, including interim periods for those fiscal years. We are currently evaluating the balance sheet for all leases with a term longer than 12 months. Leases will be classified as finance or operating, with classification affecting the pattern and classificationimpact of expense recognition in the income statement.

The Company adopted the new standard on July 1, 2019 using the modified retrospective method and the transition relief guidance provided by the FASB in ASU 2018-11, Leases (Topic 842): Targeted Improvements. Consequently, the Company did not update financial information or provide disclosures required under the new standard for dates and periods prior to July 1, 2019. The Company elected the package of practical expedients and did not reassess prior conclusions on whether contracts are or contain a lease, lease classification, and initial direct costs. In addition, the Company adopted the lessee practical expedient to combine lease and non-lease components for all asset classes and elected to not recognize ROU assets and lease liabilities for leases with a term of 12 months or less.

Adoption of the new standard resulted in the Company recording operating lease ROU assets and operating lease liabilities of $1,113,840 and $1,150,916 respectively, as of July 1, 2019. The ROU assets were recorded net of $37,076 in deferred rent adjustments that were previously recorded in accrued expenses and deferred rent on the Consolidated Balance Sheets as of June 30, 2019. The adoption of this standard did not result in any cumulative-effect adjustments to retained earnings. Additionally, there was no impact on the Company’s unaudited condensed consolidated statements of operations and comprehensive income or the unaudited statement of cash flows as a result of the adoption of Topic 842 for the three months ended March 31, 2020.

Refer to Note 6 for additional disclosures over the Company’s leases.

A summary of the effects of the initial adoption of ASU 2016-02 and ASC 842 on July 1, 2019 are as follows:

  

ASC 842

 

Increase (decrease):

    

Assets

 $1,113,840 

Current portion operating lease liabilities

 $370,697 

Long-term operating lease liabilities

 $780,219 

Accumulated other comprehensive income

 $- 

Retained earnings

 $- 

The Company has reviewed new accounting pronouncements issued between September 30, 2019, the filing date of our most recent prior Annual Report on Form 10-K, and the filing date of this Quarterly Report on Form 10-Q and has determined that no new pronouncements issued are relevant to the Company, and/or have, or will have, a material impact on the Company’s consolidated financial position, results of operations or disclosure requirements.statements and related disclosures.

 


 

 

NOTE 3.

BASIC AND DILUTED NET INCOME PER SHARE

 

Basic net lossincome (loss) per share is based upon the weighted average number of common shares outstanding. Diluted net lossincome per share is based on the assumption that all dilutive convertible shares and stock options were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. The Company does not have any options or warrants.

 

Diluted net income per share reflects the effects of shares actually potentially issuable upon conversion of convertible preferred stock.

 

The components of basic and diluted earnings per share were as follows: 

 

 

For the Three Months Ended March 31, 2020

  

For the Three Months Ended March 31, 2021

 
 

Net Income

  

Shares

  

Per Share

  

Net Income

  

Shares

  

Per Share

 

Basic income per share:

                        

Net income available to common shareholders

 $(17,236)  37,412,519  $(0.00) $1,582,808   37,474,535  $0.04 

Effect of dilutive securities

                        

Preferred stock Series B

  -   -   -   -   998,624   - 

Diluted income per share

 $(17,236)  37,412,519  $(0.00) $1,582,808   38,473,159  $0.04 

 

  

For the Three Months Ended March 31, 2019

 
  

Net Income

  

Shares

  

Per Share

 

Basic income per share:

            

Net income

 $75,884   34,045,383  $0.00 

Effect of dilutive securities

            

Preferred stock Series B

  -   4,252,776   - 

Diluted income per share

 $75,884   38,298,159  $0.00 

  

For the Nine Months Ended March 31, 2020

 
  

Net Income

  

Shares

  

Per Share

 

Basic income per share:

            

Net income available to common shareholders

 $(37,258)  37,383,246  $(0.00)

Effect of dilutive securities

            

Preferred stock Series B

  -   -   - 

Diluted income per share

 $(37,258)  37,383,246  $(0.00)
  

For the Three Months Ended March 31, 2020

 
  

Net Loss

  

Shares

  

Per Share

 

Basic loss per share:

            

Net loss

 $(17,236)  37,412,519  $(0.00)

Effect of dilutive securities

            

Preferred stock Series B

  -   -   - 

Diluted loss per share

 $(17,236)  37,412,519  $(0.00)

 

  

For the Nine Months Ended March 31, 2019

 
  

Net Income

  

Shares

  

Per Share

 

Basic income per share:

            

Net income

 $424,551   31,021,688  $0.01 

Effect of dilutive securities

            

Preferred stock Series B

  -   7,276,471   - 

Diluted income per share

 $424,551   38,298,159  $0.01 
15

  

For the Nine Months Ended March 31, 2021

 
  

Net Income

  

Shares

  

Per Share

 

Basic income per share:

            

Net income available to common shareholders

 $5,154,031   37,432,889  $0.14 

Effect of dilutive securities

            

Preferred stock Series B

  -   1,040,270   - 

Diluted income per share

 $5,154,031   38,473,159  $0.13 

  

For the Nine Months Ended March 31, 2020

 
  

Net Loss

  

Shares

  

Per Share

 

Basic loss per share:

            

Net loss

 $(37,258)  37,383,246  $(0.00)

Effect of dilutive securities

            

Preferred stock Series B

  -   -   - 

Diluted loss per share

 $(37,258)  37,383,246  $(0.00)

 

 

NOTE 4.

INVENTORIES

 

Inventories for Gourmet Foods, Brigadier and Original Sprout consisted of the following totals:

 

 

March 31,

  

June 30,

  

March 31,

  

June 30,

 
 

2020

  

2019

  

2021

  

2020

 

Raw materials

 $283,563  $208,284  $1,010,296  $288,422 

Supplies and packing materials

  151,281   188,035   184,115   174,636 

Finished goods

  673,590   612,343   731,150   711,545 

Total inventories

 $1,108,434  $1,008,662  $1,925,561  $1,174,603 

 

15

NOTE 5.

PROPERTY AND EQUIPMENT

 

Property plant and equipment consisted of the following as of:

 

 March 31,  June 30,  

March 31,

  

June 30,

 
 2020  2019  

2021

  

2020

 

Plant and equipment

 $1,386,922  $1,511,629 

Property and equipment

 $2,133,873  $1,553,939 

Furniture and office equipment

  186,744   188,370   237,315   201,287 

Vehicles

  353,259   332,672   408,248   370,397 

Land and building

  536,872   -   605,208   559,362 

Total property, plant and equipment, gross

  2,463,797   2,032,671 

Total property and equipment, gross

  3,384,644   2,684,985 

Accumulated depreciation

  (1,328,748)  (1,275,657)  (1,855,107)  (1,487,793)

Total property, plant and equipment, net

 $1,135,049  $757,014 

Total property and equipment, net

 $1,529,537  $1,197,192 

 

For the three and nine months ended March 31, 20202021 depreciation expense for property, plant and equipment totaled $96,633 and $268,535, respectively, as compared to $64,157 and $195,174, respectively, as compared to $90,659 and $271,734 for the three and nine months ended March 31, 2019, respectively.2020.

 

NOTE 6.

LEASES

The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use assets, accrued expenses, and long-term operating lease liabilities in the Unaudited Condensed Consolidated Balance Sheets. Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease right-of-use assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. In determining the present value of lease payments, the Company uses its incremental borrowing rate based on the information available at the lease commencement date. The operating lease right-of-use assets also include any lease payments made at or before the commencement date and are reduced by any lease incentives received. The Company’s lease terms may include options to extend or not terminate the lease when it is reasonably certain that it will exercise any such options. For the majority of its leases, the Company concluded that it is not reasonably certain that any renewal options would be exercised, and, therefore, the amounts are not recognized as part of operating lease right-of-use assets nor operating lease liabilities. Leases with an initial term of 12 months or less, and certain office equipment leases which are deemed insignificant, are not recorded on the balance sheet and expensed as incurred and included within rent expense under general and administrative expense. Lease expense is recognized on a straight-line basis over the expected lease term.

The Company’s most significant leases are real estate leases of office, warehouse and production facilities. The remaining operating leases are primarily comprised of leases of printers and other equipment which are deemed insignificant. For all operating leases, the Company has elected the practical expedient permitted under Topic 842 to combine lease and non-lease components. As a result, non-lease components, such as common area or equipment maintenance charges, are accounted for as a single lease element. The Company does not have any finance leases.

Fixed lease expense payments are recognized on a straight-line basis over the lease term. Variable lease payments vary because of changes in facts or circumstances occurring after the commencement date, other than the passage of time. Certain of the Company’s operating lease agreements include variable payments that are passed through by the landlord, such as insurance, taxes, and common area maintenance. Variable payments are deemed immaterial, expensed as incurred, and included within rent expense under general and administrative expense.

The Company leases various facilities and offices throughout the world including the following subsidiary locations:

Gourmet Foods has operating leases for its office, factory and warehouse facilities located in Tauranga, New Zealand, as well as for certain equipment including printers and copiers. These leases are generally for three-year terms, with some options to renew for an additional term. The leases mature between August 2021 and September 2022, and require monthly rental payments of approximately US$7,729 (GST not included) translated to U.S. currency as of March 31, 2020. Brigadier leases office and storage facilities in Regina, Saskatchewan. The minimum lease obligations for the Regina facility require monthly payments of approximately US$2,325 translated to U.S. currency as of March 31, 2020. Original Sprout currently leases office and warehouse space in San Clemente, CA under a three-year lease agreement expiring or renewing at March 1, 2021. Minimum monthly lease payments are approximately $8,277. Wainwright leases office space in Walnut Creek, California under an operating lease which expires in December 2024. Minimum monthly lease payments are approximately $12,313 with increases annually.

For the three and nine months ended March 31, 2020 the combined lease payments of the Company and its subsidiaries totaled $102,872 and $299,242, respectively, as compared to $105,572 and $316,463 for the three and nine months ended March 31, 2019, and recorded under general and administrative expense in the Condensed Consolidated Statements of Operations. As of March 31, 2020 the Condensed Consolidated Balance Sheets included operating lease right-of-use assets totaling $809,990, recorded net of $37,213 in deferred rent, and $847,203 in total Operating lease liabilities.

Future minimum consolidated lease payments for Concierge and its subsidiaries are as follows:

 

Year Ended June 30,

 

Lease Amount

 

2020

 $101,742 

2021

  345,186 

2022

  228,464 

2023

  202,152 

2024

  107,044 

Total minimum lease payments

  984,588 

Less: present value discount

  (137,385)

Total operating lease liabilities

 $847,203 

The weighted average remaining lease term for the Company's operating leases was 4 years as of March 31, 2020 and a weighted-average discount rate of 5.8% was used to determine the total operating lease liabilities.  

16

NOTE 7.6.

INTANGIBLE ASSETS

 

Intangible assets consisted of the following as of:

 

 

March 31,

  

June 30,

  

March 31,

  

June 30,

 
 

2020

  

2019

  

2021

  

2020

 

Customer relationships

 $700,252  $700,252  $777,375  $700,252 

Brand name

  1,142,122   1,142,122   1,199,964   1,142,122 

Domain name

  36,913   36,913   36,913   36,913 

Recipes

  1,221,601   1,221,601   1,221,601   1,221,601 

Non-compete agreement

  274,982   274,982   274,982   274,982 
Internally developed software  217,990   -   217,990   217,990 

Total

  3,593,860   3,375,870   3,728,825   3,593,860 

Less : accumulated amortization

  (968,928)  (716,147)  (1,305,624)  (1,052,575)

Net intangibles

 $2,624,932  $2,659,723  $2,423,201  $2,541,285 

16

 

CUSTOMER RELATIONSHIPS

 

On August 11, 2015, the Company acquired Gourmet Foods. The fair value on the acquired customer relationships was estimated to be $66,153 and is amortized over the remaining useful life of 10 years. On June 2, 2016, the Company acquired Brigadier Security Systems. The fair value on the acquired customer relationships was estimated to be $434,099 and is amortized over the remaining useful life of 10 years. On December 18, 2017 the Company’s wholly-owned subsidiary, Kahnalytics, Inc., acquired the assets of Original Sprout LLC. The fair value of the acquired customer relationships was determined to be $200,000 and is amortized over the remaining useful life of 7 years. On July 1, 2020, our wholly-owned subsidiary, Gourmet Foods, acquired Printstock Products Limited. The fair value of the acquired customer relationships was estimated to be $77,123 and is amortized over a useful life of 9 years.

 

 

March 31,

  

June 30,

  

March 31,

  

June 30,

 
 

2020

  

2019

  

2021

  

2020

 

Customer relationships

 $700,252   700,252  $777,375  $700,252 

Less: accumulated amortization

  (262,709)  (203,492)  (347,739)  (282,304)

Total customer relationships, net

 $437,543   496,760  $429,636  $417,948 

 

BRAND NAME

 

On August 11, 2015, the Company acquired Gourmet Foods. The fair value on the acquired brand name was estimated to be $61,429 and is amortized over the remaining useful life of 10 years. On June 2, 2016, the Company acquired Brigadier Security Systems. The fair value on the acquired brand name was estimated to be $340,694 and is amortized over the remaining useful life of 10 years. On December 18, 2017 the Company’s wholly-owned subsidiary, Kahnalytics, Inc., acquired the assets of Original Sprout LLC. The fair value of the acquired brand name was determined to be $740,000 and is considered to have an indefinite life. Unlike the brand names Gourmet Foods and Brigadier Security Systems, Original Sprout is an actual product name and recognized associated brand that is identifiable to consumers of the product and is the basis of the value proposition. That brand name will forever be associated with the product offering unless and until such time in the future as the Company may elect to discontinue the use of the brand and move towards establishment of an alternative product offering. On July 1, 2020, our wholly-owned subsidiary, Gourmet Foods, acquired Printstock Products Limited. The fair value of the brand name was determined to be $57,842 and, like that of Original Sprout, would continue to stay in use for an indefinite period of time. Therefore, the Company will test for impairment of the brand namenames "Original Sprout" and "Printstock" at each reporting interval with no amortization recognized.

 

 

March 31,

  

June 30,

 

March 31,

 

June 30,

 
 

2020

  

2019

 

2021

 

2020

 

Brand name

 $1,142,122  $1,142,122 $1,199,964 $1,142,122 

Less: accumulated amortization

  (159,381)  (129,084) (199,593) (169,406)

Total brand name, net

 $982,741  $1,013,038 $1,000,371 $972,716 

 

DOMAIN NAME

 

On August 11, 2015, the Company acquired Gourmet Foods, Ltd. The fair value on the acquired domain name was estimated to be $21,601 and is amortized over the remaining useful life of 5 years. On June 2, 2016, the Company acquired Brigadier Security Systems. The fair value on the acquired domain name was estimated to be $15,312 and is amortized over the remaining useful life of 5 years. As of March 31, 2021, the fair value of the acquired domain names had been fully amortized.

 

  

March 31,

  

June 30,

 
  

2020

  

2019

 

Domain name

 $36,913  $36,913 

Less: accumulated amortization

  (31,903)  (26,341)

Total brand name, net

 $5,010  $10,572 

17

  

March 31,

  

June 30,

 
  

2021

  

2020

 

Domain name

 $36,913  $36,913 

Less: accumulated amortization

  (36,913)  (33,744)

Total brand name, net

 $-  $3,169 

 

RECIPES AND FORMULAS

 

On August 11, 2015, the Company acquired Gourmet Foods. The fair value on the recipes was estimated to be $21,601 and is amortized over the remaining useful life of 5 years. On December 18, 2017 the Company’s wholly-owned subsidiary, Kahnalytics, Inc., acquired the assets of Original Sprout LLC. The fair value of the acquired recipes and formulas was determined to be $1,200,000 and is amortized over the remaining useful life of 8 years.

 

 

March 31,

  

June 30,

  

March 31,

  

June 30,

 
 

2020

  

2019

  

2021

  

2020

 

Recipes and formulas

 $1,221,601  $1,221,601  $1,221,601  $1,221,601 

Less: accumulated amortization

  (362,892)  (246,622)  (514,339)  (401,366)

Total recipes and formulas, net

 $858,709  $974,979  $707,262  $820,235 

17

 

NON-COMPETE AGREEMENT

 

On June 2, 2016, the Company acquired Brigadier Security Systems. The fair value on the acquired non-compete agreement was estimated to be $84,982 and is amortized over the remaining useful life of 5 years. On December 18, 2017 the Company’s wholly-owned subsidiary, Kahnalytics, Inc., acquired the assets of Original Sprout LLC. The fair value of the acquired non-compete agreement was determined to be $190,000 and is amortized over the remaining useful life of 5 years.

 

 

March 31,

  

June 30,

  

March 31,

  

June 30,

 
 

2020

  

2019

  

2021

  

2020

 

Non-compete agreement

 $274,982  $274,982  $274,982  $274,982 

Less: accumulated amortization

  (152,043)  (110,608)  (207,040)  (165,755)

Total non-compete agreement, net

 $122,939  $164,374  $67,942  $109,227 

 

INTERNALLY DEVELOPED SOFTWARE

 

During the current quarter ended March 31, 2020, Marygold began incurring expenses in connection with the internal development of software applications that are planned for eventual integration to its consumer Fintech offering. Certain of these expenses, totaling $217,990 as of March 31, 2020,2021, have been capitalized as intangible assets. Once development has been completed and the product is commercially viable, these capitalized costs will be amortized over their useful lives. As of March 31, 2021 and June 30, 2020, no amortization expense has been recorded for these intangible assets.

 

AMORTIZATION EXPENSE

 

The total amortization expense for intangible assets for the three months ended March 31, 2021 and 2020 was $81,956 and $83,974, respectively. Total amortization expense for the intangible assets for the nine months ended March 31, 2021 and 2020 was $83,974$253,049 and $252,781, respectively, as compared to $82,728 and $251,861 for the three and nine months ended March 31, 2019, respectively.

 

Estimated amortization expenses of intangible assets for the next five fiscal years, are as follows:

 

Years Ending June 30,

 

Expense

  

Expense

 

2020

 $83,647 

2021

  325,862  $81,468 

2022

  306,809   315,378 

2023

  286,507   295,077 

2024

  268,809   277,378 

2025

  262,114 

Thereafter

  1,353,298   1,191,786 

Total

 $2,624,932  $2,423,201 

 

 

18

 

NOTE 8.7.

OTHER ASSETS

 

Other Current Assets

 

Other current assets totaling $384,758$434,296 as of March 31, 20202021 and $546,105$603,944 as of June 30, 20192020 are comprised of various components as listed below.

 

 As of March 31, 2020  As of June 30, 2019  

As of March 31, 2021

  

As of June 30, 2020

 

Deposits and prepaid expenses

 $345,804  $462,215  $410,715  $394,473 

Other current assets

  38,954   83,890   23,581   209,471 

Total

 $384,758  $546,105  $434,296  $603,944 

 

Investments

 

Wainwright, from time to time, provides initial investmentsinvestment in the creation of ETP funds that Wainwright manages. Wainwright classifies these investments as current assets as these investments are generally sold within one year fromof the balance sheet date. As of March 31, 2020 and June 30, 2019 we have no such investments. Investments in which no controlling financial interest or significant influence exists are recorded at fair value with the change included in comprehensive income (loss) through June 30, 2019 and subsequently through earnings in accordance with ASU 2016-01. Ason the Consolidated Statements ofMarch 31, 2020 and June 30, 2019, investments were approximately $3.8 million. Income. Investments in which no controlling financial interest exists, but significant influence exists are recorded as per the equity method of investment accounting. As of March 31, 20202021 and June 30, 2019,2020, there were no investments in its ETP funds or investments requiring the equity method investment accounting. As of March 31, 2021 and June 30, 2020, investments were approximately $1.8 million at each period end, respectively.

18

 

All of the Company's short-term investments are Level 1 as of March 31, 20202021 and June 30, 2019.2020. Investments measured at estimated fair value consist of the following as of March 31, 20202021 and June 30, 2019:2020:

 

 

March 31, 2020

  

March 31, 2021

 
 

Cost

  

Gross Unrealized Gains

  

Gross Unrealized Losses

  

Estimated Fair Value

  

Cost

  

Gross Unrealized Gains

  

Gross Unrealized Losses

  

Estimated Fair Value

 

Money market funds

 $2,045,750  $-  $-  $2,045,750  $1,044,938  $5,161  $-  $1,050,099 

Other short term investments

  750,502   -   -   750,502   771,592   4,798   -   776,390 

Other equities

  1,001,621   -   (32,768)  968,853   1,421   -   (258)  1,163 

Total short-term investments

 $3,797,873  $-  $(32,768) $3,765,105  $1,817,951  $9,959  $(258) $1,827,652 

 

 

June 30, 2019

  

June 30, 2020

 
 

Cost

  

Gross Unrealized Gains

  

Gross Unrealized Losses

  

Estimated Fair Value

  

Cost

  

Gross Unrealized Gains

  

Gross Unrealized Losses

  

Estimated Fair Value

 

Money market funds

 $3,005,182  $-  $-  $3,005,182  $1,044,446  $5,161  $-  $1,049,607 

Other short term investments

  749,988   -   (739)  749,249   770,094   -   -   770,094 

Other equities

  3,421   -   (1,256)  2,165   1,421   -   (606)  815 

Total short-term investments

 $3,758,591  $-  $(1,995) $3,756,596  $1,815,961  $5,161  $(606) $1,820,516 

 

During the nine months ended March 31, 20202021 and 2019,2020, there were no transfers between Level 1 and Level 2.

 

Restricted Cash

 

At March 31, 20202021 and June 30, 2019,2020, Gourmet Foods had on deposit approximately NZ$20,000 (approximately US$12,01613,976 and US$13,436,12,854, respectively, after currency translation) securing a lease bond for one of its properties. The cash securing the bond is restricted from access or withdrawal so long as the bond remains in place.

 

Long - Term Assets

 

Other long term assets totaling $523,607$540,160 as of March 31, 20202021 and $523,607 at June 30, 2019, respectively,2020 were attributed to Wainwright and Original Sprout and consisted of

 

(i)

$514,435500,000 as of March 31, 20202021 and June 30, 20192020 representing 10% equity investment in a registered investment adviser accounted for on a cost basis, minus impairment, as $500,980, and $13,455 representing deposits and prepayments. The 10% equity investment is carried at cost basis, minus impairment, which we believe approximates fair value, given the lack of observable price changes in orderly transactions. There was no impairment recorded for the ninethree months ended March 31, 20202021 or 2019.year ended June 30, 2020;

 

(ii)

and $9,172$40,160 as of March 31, 20202021 and $23,607 at June 30, 20192020 representing lease deposits and prepayments of rent.prepayments.


 

 

NOTE 9.8.

GOODWILL

 

Goodwill represents the excess of the aggregate purchase price over the fair value of the net assets acquired in business combinations. The amounts recorded in goodwill for March 31, 20202021 and June 30, 20192020 were $1,043,473 and $915,790.

 

Goodwill is comprised of the following amounts:

 

 March 31,  June 30,  

March 31,

  

June 30,

 
 2020  2019  

2021

  

2020

 
                

Goodwill – Original Sprout

  416,817   416,817  $416,817  $416,817 

Goodwill – Gourmet Foods

  147,628   147,628   275,311   147,628 

Goodwill – Brigadier

  351,345   351,345   351,345   351,345 

Total

 $915,790  $915,790  $1,043,473  $915,790 

 

The Company tests for goodwill impairment at each reporting unit. There was no goodwill impairment for the nine months endedas of March 31, 20202021 or as of June 30, 2019.2020.

 

19

 

 

NOTE 10.9.

ACCOUNTS PAYABLE AND ACCRUED EXPENSES

 

Accounts payable and accrued expenses consisted of the following:

 

 March 31,  June 30,  

March 31,

  

June 30,

 
 2020  2019  

2021

  

2020

 

Accounts payable

 $1,317,299  $1,720,902  $1,443,779  $1,363,672 

Accrued interest

  154,209   117,555   141,901   105,315 

Taxes payable

  63,214   181,563   86,589   60,539 

Deferred rent

  -   37,076 

Accrued payroll, vacation and bonus payable

  270,266   345,520   311,877   895,803 

Accrued expenses

  250,122   464,465   479,544   418,287 

Total

 $2,055,110  $2,867,081  $2,463,690  $2,843,616 

 


NOTE 11.10.

RELATED PARTY TRANSACTIONS

 

Notes Payable - Related Parties

 

Current related party notes payable consist of the following:

 

 March 31,  June 30,  

March 31,

  

June 30,

 
 2020  2019  

2021

  

2020

 
                

Notes payable to shareholder, interest rate of 8%, unsecured and payable on December 31, 2012 (past due)

 $3,500  $3,500  $3,500  $3,500 

Notes payable to shareholder, interest rate of 4%, unsecured and payable on May 25, 2022

  250,000   250,000   250,000   250,000 

Notes payable to shareholder, interest rate of 4%, unsecured and payable on April 8, 2022

  350,000   350,000   350,000   350,000 
 $603,500  $603,500  $603,500  $603,500 

 

Interest expense for all related party notes for the three and nine months ended March 31, 20202021 was $5,987 and 2019 was$18,227, respectively, as compared to $6,053 and $18,293, respectively, as compared to $5,987 and $18,227 for the three and nine months ended March 31, 2019, respectively. 2020.

 

Wainwright - Related Party Transactions

 

The Funds managed by USCF and USCF Advisers are deemed by management to be related parties. The Company’s Wainwright revenues for the three and nine months ended March 31, 2021 totaling $6.0 million and $19.2 million, respectively, as compared to $3.0 million and $8.9 million for the three and nine months ended March 31, 2020, totaling $3.0 million and $8.9 million, respectively, as compared to $3.6 million and $11.7 million for the three and nine months ended March 31, 2019, respectively, were earned from these related parties. Accounts receivable, totaling $1.1$2.1 million  and $1.0$2.6 million, as of March 31, 20202021 and as of June 30, 2019,2020, respectively, were owed from these related parties. Fund expense waivers totaling $0.2 million and $0.8 million for the three and nine months ended March 31, 2021, respectively, as compared to $0.1 million and $0.2 million for boththe three and nine month periods ended March 31, 2020, and 2019, respectively, were incurred on behalf of these related parties. Waivers payable, totaling $0.4$0.2 million and $0.3$0.4 million as of March 31, 20202021 and as of June 30, 2019,2020, respectively, were owed to these related parties. Fund expense waivers and fund expense limitation obligations are defined under Note 15 to the Condensed Consolidated Financial Statements.

 

 

NOTE 12.11.

LOANS - PROPERTY AND EQUIPMENT

 

As of March 31, 2020, Brigadier had repaid all theentered into a loan balances related to vehicle purchases and had taken out a new loanagreement facilitating the purchase of thetheir Saskatoon office land and building.building in July 2019. The initial principal balance was CD$525,000 (approximately US$401,000 translated as of the loan date July 1, 2019) with an annual interest rate of 4.14% maturing June 30, 2024. The short-term portion of principal for this loan due within 12 months as of March 31, 20202021 is CD$17,77618,526 (approximately US$12,536)14,727) and the long term principal amount due is CD$494,362475,787 (approximately US$348,614)378,222). For each vehicle purchased in prior periods, the loan principal together with interest was amortized over 60 equal monthly installments. The Condensed Consolidated Balance Sheets as of March 31, 2020 and June 30, 2019 include the amount of the principal balance on vehicle loans which is due within twelve months as a current liability of zero and US$26,241, respectively. Principal amounts under the vehicle loans which is due after twelve months are recorded in long term liabilities as zero and US$61,057 as of March 31, 2020 and June 30, 2019, respectively. Interest on the loansloan is expensed or accrued as it becomes due. Total interestInterest expense on vehicle loansthe loan for the three months ended March 31, 2021 and 2020 was US$4,001 and US$3,926, respectively. Interest expense for the nine months ended March 31, 2020 was zero2021 and US$753, respectively, as compared to the three and nine months ended March 31, 2019 of US$1,077 and US$4,209, respectively. Interest on the mortgage loan for the three and nine months ended March 31, 2020 was US$3,92611,981 and US$12,173, respectively, with no mortgage interest being due in the prior year.respectively.

 

20

 

NOTE 13.12.

STOCKHOLDERS' EQUITY

 

Convertible Preferred Stock

 

Each issued Series B Voting, Convertible Preferred Stock is convertible, under certain conditions, into 20 shares of common stock and carries a vote of 20 shares of common stock in all matters brought before the shareholders for a vote. On February 7, 2019, the Company converted 383,919 shares of Series B Voting, Convertible Preferred Stock to 7,678,380 shares of common stock per the request of the shareholder and pursuant to the stock designation. After the conversion, there remain 53,032There are 49,360 shares of Series B Voting, Convertible Preferred Stock outstanding as of March 31, 2020.2021 and 53,032 as of June 30, 2020.

 

Shares Issued for Services

 

On August 15, 2019 the Company issued 175,000 shares of its common stock, par value $0.001, as partial payment for services to be rendered in connection with an investment banking engagement letter. The fair market value of the shares, as determined by the closing price of CNCG stock listed at $0.87 on the OTCQB exchange on August 15, 2019, was determined to be $152,250. The terms of the engagement provideprovided for an earn-out of the shares over a 6-month period from the effective date of the agreement. Accordingly, the Company releasesreleased a portion of the shares each month. For the nine month period ended March 31, 2021, the Company released no shares or incurred any expense as compared to the nine months ended March 31, 2020, where the Company incurred an expense of $152,075 attributed to the release of shares due to 181 days of performance under the engagement. As a non-cash expenseengagement and $175 recorded in the par value of common stock issued. 

Accumulated Other Comprehensive Income (Loss)

The following table presents activity for the three month period ended periods ending March 31, 2020, the amount of $37,958 was recorded as additional paid in capital as detailed on the Condensed Consolidated Statements of Stockholders' Equity. The engagement letter also contains a provision for payment of an additional 175,000 shares if the Company is successful in effectuating an up-listing to a national exchange during the term of the engagement. Because of the uncertainty of success, the Company has not accrued any liability for the remittance of these shares2021 and will expense the payment, if any, at the time of issuance.June 30, 2020:

 


Balance as of June 30, 2019

 $(175,659)

Foreign currency translation gain

  30,915 

Balance as of June 30, 2020

  (144,744)

Foreign currency translation gain

  352,829 

Balance as of March 31, 2021

 $208,085 

 

 

NOTE 14.13.

BUSINESS COMBINATIONS

On March 11, 2020 our wholly-owned subsidiary Gourmet Foods entered into a Stock Purchase Agreement to acquire all the issued and outstanding shares of Printstock Products Limited (“Printstock”), a New Zealand private company located in Napier, New Zealand. Printstock is a printer of wrappers distributed to food manufacturers primarily within New Zealand and limited export to Australia. The company will be operated as a subsidiary of Gourmet Foods and is expected to incrementally reduce the cost of goods sold through reduction in the cost of wrappers purchased by Gourmet Foods by elimination of inter-company profit while increasing overall revenues and profits to Gourmet Foods on a consolidated basis through inclusion of Printstock operations. The purchase price was agreed to be NZ$1.9 million subject to adjustment within 90 days of the closing date. The transaction closed on July 1, 2020 with a payment of NZ$1.5M and an estimated final payment due of NZ$420,552 on September 30, 2020. The initial payment was funded, in part, by a loan of NZ$715,000 (US$465,101) by Concierge on June 26, 2020. As of October 5, 2020, agreement had been reached on the final adjustments to the purchase price and the final payment was made. As a result, management was able to complete its purchase price allocation as follows. Included in the allocation are estimated deferred income tax liabilities of US$68,061 pertaining to the increase in the value of fixed assets above their book value and the acquired intangible assets. The amounts have been translated to US currency as of the acquisition date, July 1, 2020.

Item

 

Amount

 

Cash in bank

 $118,774 

Accounts receivable

  384,222 

Prepayments/deposits

  1,372 

Inventories

  509,796 

Operating lease right-of-use asset

  201,699 

Property and equipment

  401,681 

Intangible assets

  134,965 

Goodwill

  127,683 

Deferred tax liability

  (68,061)

Assumed lease liabilities

  (201,699)

Accounts payable and accrued expenses

  (376,112)

Total Purchase Price

 $1,234,320 

21

Supplemental Pro Forma Information (Unaudited)

The following unaudited supplemental pro forma information for the three and nine months ended March 31, 2020, assumes the acquisition of Printstock had occurred as of July 1, 2019, giving effect on a pro forma basis to purchase accounting adjustments such as depreciation of property and equipment, amortization of intangible assets, and acquisition related costs. The pro forma data is for informational purposes only and may not necessarily reflect the actual results of operations had Printstock been operated as part of the Company since July 1, 2019. Furthermore, the pro forma results do not intend to predict the future results of operations of the Company.

  

Three Months Ended March 31, 2020

  

Three Months Ended March 31, 2020

  

Nine Months Ended March 31, 2020

  

Nine Months Ended March 31, 2020

 
  

Actual

  

Pro Forma

  

Actual

  

Pro Forma

 

Net revenues

 $5,901,956  $6,520,905  $17,723,462  $19,645,329 

Net (loss) income

 $(17,236) $(30,752) $(37,258) $5,252 

Basic earnings per share

 $(0.00) $(0.00) $(0.00) $0.00 

Diluted earnings per share

 $(0.00) $(0.00) $(0.00) $0.00 

NOTE 14.

INCOME TAXES

 

The Company accounts for income taxes under the asset and liability method, which recognizes deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the tax bases of assets and liabilities and their financial statement reported amounts, and for net operating losses and tax credit carryforwards. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company records a valuation allowance against deferred tax assets when it is more likely than not that such asset will not be realized. The Company continues to monitor the likelihood that it will be able to recover its deferred tax assets. If recovery is not likely, the Company must increase its provision for income taxes by recording a valuation allowance against the deferred tax assets.

 

The Company accounts for uncertain tax positions in accordance with the authoritative guidance on income taxes under which the Company may only recognize or continue to recognize tax positions that meet a "more likely than not" threshold. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as a component of the provision for income taxes.

 

As of March 31, 2020,2021, the Company's total unrecognized tax benefits were approximately $0.3 million, which would affect the effective tax rate if recognized. The Company will recognize interest and penalties, when they occur, related to uncertain tax positions as a component of tax expense. There is no interest or penalties to be recognized for the nine months ended March 31, 20202021 and 2019.2020.

 

The Company is required to make its best estimate of the annual effective tax rate for the full fiscal year and use that rate to provide for income taxes on a current year-to-date basis. The Company recorded tax expense of $481 thousand and a tax benefit of $191 thousand for the three months ended March 31, 2021 and 2020, respectively, and tax expense of $1.7 million and a tax benefit of $202 thousand and a tax expense of $190 thousand for the nine months endedend March 31, 20202021 and 2019,2020, respectively. The effective tax rate for the nine monthsnine-months ended March 31, 20202021 and 20192020 differed from the statutory rate primarily due to the mix of non-deductible items. The effective tax rate could fluctuate in the future due to changes in the taxable income mix between various jurisdictions.

 

The Company is subject to income taxes in the U.S. federal, various states, Canada and New Zealand tax jurisdictions. Tax regulations within each jurisdiction are subject to the interpretation of the related tax laws and regulations and require significant judgment to apply. The Company’s U.S. tax years 20142016 through 20182020 will remain open for examination by the federal and state authorities which is three and four years, respectively. The Company’s tax years from acquisition2016 through 20182020 remain open for examination by Canada and New Zealand authorities which is four years.authorities. As of March 31, 2020,2021, there were no active taxing authority examinations.

 

 

NOTE 15.15.

COMMITMENTS AND CONTINGENCIES

 

Lease Commitments

 

ReferThe Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use assets, accrued expenses, and long-term operating lease liabilities in the Consolidated Balance Sheets. Right-of-use assets represent the Company’s right to Note 6use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease right-of-use assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. In determining the present value of lease payments, the Company uses its incremental borrowing rate based on the information available at the lease commencement date. The operating lease right-of-use assets also include any lease payments made at or before the commencement date and are reduced by any lease incentives received. The Company’s lease terms may include options to extend or not terminate the lease when it is reasonably certain that it will exercise any such options. For the majority of its leases, the Company concluded that it is not reasonably certain that any renewal options would be exercised, and, therefore, the amounts are not recognized as part of operating lease right-of-use assets nor operating lease liabilities. Leases with an initial term of 12 months or less, and certain office equipment leases which are deemed insignificant, are not recorded on the balance sheet and expensed as incurred and included within rent expense under general and administrative expense. Lease expense is recognized on a straight-line basis over the expected lease term.

22

The Company’s most significant leases are real estate leases of office, warehouse and production facilities. The remaining operating leases are primarily comprised of leases of printers and other equipment which are deemed insignificant. For all operating leases, the Company has elected the practical expedient permitted under Topic 842 to combine lease and non-lease components. As a result, non-lease components, such as common area or equipment maintenance charges, are accounted for as a single lease element. The Company does not have any finance leases. Certain of the Company's operating leases have renewal options. The Company recognizes a right-of-use asset and an operating lease liability related to renewal options when exercise of such options is deemed probable. The Company has determined that no renewals are probable as of March 31, 2021 and June 30, 2020, thus no amounts have been capitalized with respect to renewal options.

Fixed lease expense payments are recognized on a straight-line basis over the lease term. Variable lease payments vary because of changes in facts or circumstances occurring after the commencement date, other than the passage of time. Certain of the Company’s operating lease agreements include variable payments that are passed through by the landlord, such as insurance, taxes, and common area maintenance. Variable payments are deemed immaterial, expensed as incurred, and included within rent expense under general and administrative expense.

The Company leases various facilities and offices throughout the world including the following subsidiary locations:

Gourmet Foods has operating leases for its office, factory and warehouse facilities located in Tauranga, New Zealand, and facilities leased by its newly acquired subsidiary, Printstock, in Napier, New Zealand, as well as for certain equipment including printers and copiers. These leases are generally for three-year terms, with some options to renew for an additional term. The leases mature between August 2021 and September 2022, and require monthly rental payments of approximately US$23,198 (GST not included) translated to U.S. currency as of March 31, 2021. Brigadier leases office and storage facilities in Regina, Saskatchewan. The minimum lease obligations for the Regina facility require monthly payments of approximately US$2,621 translated to U.S. currency as of March 31, 2021. Original Sprout currently leases office and warehouse space in San Clemente, CA and completed a move to new facilities during the month of December 2020. Accordingly, the pre-existing lease was terminated early on January 17, 2021 and the new 3-year facility lease expiring on November 30, 2023 includes one month rent free, resulting in only insignificant expense for rent overlap. Minimum monthly lease payments of approximately $20,125 commenced January 1, 2021. Wainwright leases office space in Walnut Creek, California under an operating lease which expires in December 2024. Minimum monthly lease payments are approximately $13,000 with increases annually.

For the three month periods ended March 31, 2021 and 2020, the combined lease payments of the Company and its subsidiaries totaled $201,801 and $102,872, respectively, and for the nine month periods ended March 31, 2021 and 2020 totaled $549,654 and $299,242, respectively. Lease payments are recorded under general and administrative expense in the Consolidated Statements of Income. As of March 31, 2021 the Consolidated Balance Sheets included operating lease right-of-use assets totaling $1,237,865, recorded net of $49,993 in deferred rent and incentives, and $1,287,858 in total Operating lease liabilities.

Future minimum consolidated lease payments for Concierge and its subsidiaries are as follows:

Year Ended June 30,

 

Lease Amount

 

2021

 $179,161 

2022

  563,619 

2023

  485,917 

2024

  228,129 

Total minimum lease payments

  1,456,826 

Less: present value discount

  (168,968)

Total operating lease liabilities

 $1,287,858 

The weighted average remaining lease term for the Company's operating leases was 2.9 years as of March 31, 2021 and a weighted-average discount rate of 5.4% was used to determine the total operating lease commitments and disclosure.liabilities.  

 

Additionally, Gourmet Foods entered into a General Security Agreement in favor of the Gerald O’Leary Family Trust and registered on the Personal Property Securities Register for a priority sum of NZ$110,000 (approximately US$66,086)76,867) to secure the lease of its primary facility. In addition, a NZ$20,000 (approximately US$12,016)13,976) bond has been posted through ANZ Bank and secured with a cash deposit of equal amount to secure a separate facilities lease. The General Security Agreement and the cash deposit will remain until such time as the respective leases are satisfactorily terminated in accordance with their terms. Interest from the cash deposit securing the lease accumulates to the benefit of Gourmet Foods and is listed as a component of interest income/expense on the accompanying Consolidated Statements of Operations.

 

23

Other Agreements and Commitments

 

USCF manages four funds (BNO, CPER, UGA, UNL) which have expense waivers provisions, whereby USCF will reimburse funds when fund expenditure levels exceed certain threshold amounts. As of March 31, 20202021 and June 30, 20192020 the expense waiver payable was $0.4$0.2 million and $0.3$0.4 million, respectively. USCF has no obligation to continue such payments for these four funds into subsequent periods. Effective May 1, 2021 USCF will no longer continue with expense waiver reimbursements for BNO, CPER and UGA.

 

USCF Advisers previously managed one mutual fund, the USCF Commodity Strategy Fund ("USCFX"As Marygold builds out its application it enters into agreements with various service providers. As of March 31, 2021, Marygold has future payment commitments with its primary service vendors totaling $647,000 including $47,000 due in 2021 and USCIX") until it was liquidated on March 21, 2019. Prior to liquidation, USCF Advisers had an expense waiver provision for the USCF Commodity Strategy Fund, whereby, USCF Advisers reimbursed the USCF Commodity Strategy Fund when fund expenditure levels exceeded a certain threshold amount.  The expense fee waiver terminated upon the liquidation of the fund on March 21, 2019.approximately $300,000 due in 2022 and 2023, respectively. 

 

Litigation 

 

From time to time, the Company isand its subsidiaries may be involved in legal proceedings arising mainly from the ordinary course of its business.their respective businesses. Currently, there are nothe legal proceedings pending.pending against the Company and its subsidiaries are summarized in Part II, Item 1 of this quarterly report on Form 10-Q. As of March 31, 2021 and June 30, 2020, the Company has not accrued any liabilities for legal loss contingencies.

 

Retirement Plan

 

Wainwright'sConcierge, through its wholly owned Wainwright subsidiary USCF, has a 401(k) Profit Sharing Plan covering its U.S. employees who who are over 21 years of age, and who have completed a minimum of 1,000 hours of service and have worked for USCFone of Concierge's U.S. wholly owned subsidiaries for one90 days or more years.more. Participants may make contributions pursuant to a salary reduction agreement. In addition, USCFConcierge, through its wholly owned U.S. subsidiaries, makes a safe harbor matching contribution. Quarterly profit sharingcontributions. Safe harbor contributions paid totaled approximately $113 thousand and $116 thousand and $0 thousand for each of the nine months ended March 31, 2021 and 2020, and 2019, respectively.

 

 


NOTE 16.16.

SEGMENT REPORTING

 

With the acquisition of Wainwright, Holdings, Gourmet Foods, Ltd., Brigadier, and the launch of the Original Sprout business unit of Kahnalytics, the Company has identified four segments for its products and services; U.S.A. investment fund management, U.S.A. beauty products, New Zealand food industry and Canada security alarm systems. Our recently incorporated subsidiary, Marygold, & Co., has not begun operations so the accounts have been consolidated with those of corporate headquartersthe parent, Concierge, and not yet identified as a separate segment. Our reportable segments are business units located in different global regions. The Company’s operations in the U.S.A. include the manufacture and wholesale distribution of hair and skin care products by Original Sprout and the income derived from management of various investment funds by our subsidiary Wainwright. In New Zealand operations include the production, packaging and distribution on a commercial scale of gourmet meat pies and related bakery confections, and the printing of specialized food wrappers through our wholly owned subsidiary Gourmet Foods, Ltd. and intheir subsidiary, Printstock. In Canada we provide security alarm system installation and maintenance services to residential and commercial customers sold through our wholly owned subsidiary Brigadier. Separate management of each segment is required because each business unit is subject to different operational issues and strategies due to their particular regional location. The Company accounts for intra-company sales and expenses as if the sales or expenses were to third parties and eliminates them in the consolidation. Amounts are adjusted for currency translation as of the balance sheet date and presented in US dollars.

 

The following table presents a summary of identifiable assets as of March 31, 20202021 and June 30, 2019:2020:

 

 March 31,  June 30,  

March 31,

  

June 30,

 
 2020  2019  

2021

  

2020

 

Identifiable assets:

                

Corporate headquarters - including Marygold

 $3,384,400  $2,730,805  $3,737,418  $3,024,690 

U.S.A.: beauty products

  4,136,959   3,780,278   4,107,400   3,611,471 

U.S.A.: fund management

  10,046,809   10,878,549   15,927,053   12,834,581 

New Zealand: food industry

  1,984,672   1,838,800   3,655,847   2,606,256 

Canada: security systems

  2,056,246   2,025,176   2,545,905   2,347,327 

Consolidated total

 $21,609,086  $21,253,608  $29,973,623  $24,424,325 

24

 

The following table presents a summary of operating information for the three months ended March 31:31:

 

 

Three Months Ended

  

Three Months Ended

  

Three Months Ended

  

Three Months Ended

 
 March 31, 2020  March 31, 2019  

March 31, 2021

  

March 31, 2020

 

Revenues from external customers:

                

U.S.A. : beauty products

 $1,051,980  $749,889  $813,084  $1,051,980 

U.S.A. : investment fund management - related party

  2,986,503   3,567,702   5,997,085   2,986,503 

New Zealand : food industry

  1,257,205   1,114,958   2,015,529   1,257,205 

Canada : security systems

  606,268   819,695   717,664   606,268 

Consolidated total

 $5,901,956  $6,252,244  $9,543,362  $5,901,956 
                

Net (loss) income:

                

Corporate headquarters - including Marygold

 $(199,995) $(304,934) $(1,091,648) $(199,995)

U.S.A. : beauty products

  131,158   46,078   (120,060)  131,158 

U.S.A. : investment fund management - related party

  (81,678)  193,203   2,588,841   (81,678)

New Zealand : food industry

  91,900   64,223   153,847   91,900 

Canada : security systems

  41,379   77,314   51,828   41,379 

Consolidated total

 $(17,236) $75,884  $1,582,808  $(17,236)

 


(1) Provision for income tax (expense) benefit for the three months ended March 31, 2021 and 2020 were ($0.5) million and $0.2 million, respectively, primarily attributable to our United States operations through our Wainwright subsidiary. The Company files income taxes as a combined group and records most income taxes at the Concierge Corporate reporting level. Income tax (expense) recorded at the Concierge Corporate level totaled ($0.4) million for the three months ended March 31, 2021, while a tax benefit of $0.2 million was recorded for the three months ended March 31, 2020.

 

The following table presents a summary of operating information for the nine months ended March 31:31:

 

 

Nine Months Ended

  

Nine Months Ended

  

Nine Months Ended

  

Nine Months Ended

 
 March 31, 2020  March 31, 2019  

March 31, 2021

  

March 31, 2020

 

Revenues from external customers:

                

U.S.A. : beauty products

 $2,918,582  $2,549,674  $2,846,052  $2,918,582 

U.S.A. : investment fund management - related party

  8,866,790   11,729,689   19,182,801   8,866,790 

New Zealand : food industry

  3,827,564   3,471,776   6,212,698   3,827,564 

Canada : security systems

  2,110,526   2,378,421   2,013,819   2,110,526 

Consolidated total

 $17,723,462  $20,129,560  $30,255,370  $17,723,462 
                

Net (loss) income:

                

Corporate headquarters - including Marygold

 $(954,195) $(1,004,133) $(3,553,556) $(954,195)

U.S.A. : beauty products

  154,307   253,363   (116,022)  154,307 

U.S.A. : investment fund management - related party

  204,691   796,576   8,087,112   204,691 

New Zealand : food industry

  349,387   105,676   485,974   349,387 

Canada : security systems

  208,552   273,069   250,522   208,552 

Consolidated total

 $(37,258) $424,551  $5,154,030  $(37,258)

(1) Provision for income tax (expense) benefit for the nine months ended March 31, 2021 and 2020 are ($1.7) million and $0.2 million, respectively, primarily attributable to our United States operations through our Wainwright subsidiary. The Company files income taxes as a combined group and records most income taxes at the Concierge Corporate level. Income tax (expense) recorded at the Concierge Corporate level totaled ($1.5) million for the nine months ended March 31, 2021, while a tax benefit of $0.3 million was recorded for the nine months ended March 31, 2020.

 

The following table presents a summary of net capital expenditures for the three month periods ended March 31:31:

 

 

Three Months Ended

  

Three Months Ended

  

Three Months Ended

  

Three Months Ended

 
 March 31, 2020  March 31, 2019  

March 31, 2021

  

March 31, 2020

 

Capital expenditures, net of disposals:

                

U.S.A.: corporate headquarters - incuding Marygold

 $1,575  $- 

U.S.A.: corporate headquarters - including Marygold

 $-  $1,575 

U.S.A.: beauty products

  126   1,364   4,967   126 

U.S.A.: fund management

  -   -   -   - 

New Zealand: food industry

  15,673   17,115   1,182   15,673 

Canada: security systems

  -   (478)  743   0 

Consolidated

 $17,374  $18,001  $6,892  $17,374 

25

 

The following table presents a summary of net capital expenditures for the nine month periods ended March 31:31:

 

 

Nine Months Ended

  

Nine Months Ended

  

Nine Months Ended

  

Nine Months Ended

 
 March 31, 2020  March 31, 2019  

March 31, 2021

  

March 31, 2020

 

Capital expenditures, net of disposals:

                

U.S.A.: corporate headquarters - including Marygold

 $1,575  $-  $653  $1,575 

U.S.A.: beauty products

  4,040   4,301   33,724   4,040 

U.S.A.: fund management

  -   -   -   - 

New Zealand: food industry

  57,711   39,131   417,979   57,711 

Canada: security systems

  570,014   (16,447)  (11,748)  570,014 

Consolidated

 $633,340  $26,985  $440,608  $633,340 

 

The following table represents the property, plant and equipment in use at each of the Company's locations as of March 31, 20202021 and June 30, 2019:2020:

 

 As of March 31, 2020  As of June 30, 2019  

As of March 31, 2021

  

As of June 30, 2020

 
                

Asset Location

                

Corporate headquarters - including Marygold

 $15,880  $14,305  $17,744  $17,091 

U.S.A. : beauty products

  14,785   10,745   50,712   16,987 

U.S.A. : investment fund management

  -   -   -   - 

New Zealand : food industry

  1,541,428   1,659,186   2,324,627   1,721,195 

Canada : security systems

  891,704   348,435   991,561   929,712 

Total All Locations

  2,463,797   2,032,671 

Total

  3,384,644   2,684,985 

Less accumulated depreciation

  (1,328,748)  (1,275,657)  (1,855,107)  (1,487,793)

Net property, plant and equipment

 $1,135,049  $757,014 

Net property and equipment

 $1,529,537  $1,197,192 

 


NOTE 17.

SUBSEQUENT EVENTS

 

The Company evaluated subsequent events for recognition and disclosure through the date the financial statements were issued or filed. Nothing has occurred outside normal operations since that required recognition or disclosure in these financial statements.

 

Item 2.

Management’sManagements Discussion and Analysis of Financial Condition and Results of Operations

 

The following discussion and analysis should be read in conjunction with the condensed financial statements and the accompanying notes thereto and is qualified in its entirety by the foregoing and by more detailed financial information appearing elsewhere in this quarterly report on Form 10-Q. See "Financial Statements."

 

Overview

 

Concierge Technologies, Inc. (“Concierge”) or the (“Company”“Company”) conducts business through its wholly-owned operating subsidiaries operating in the U.S., New Zealand and Canada. The operations of the Company’s wholly-owned subsidiaries are more particularly described herein but are summarized as follows:

 

 

Wainwright Holdings, Inc. (“Wainwright”), a U.S. based company, is the sole member of two investment services limited liability company subsidiaries that manages, operates or is an investment advisor to exchange traded funds organized as limited partnerships or investment trusts that issue shares that trade on the NYSE Arca stock exchange.

 

Gourmet Foods, Ltd. (“Gourmet Foods”), a New Zealand based company, manufactures and distributes New Zealand meat pies on a commercial scale.scale and its wholly-owned New Zealand subsidiary company, Printstock Products Limited, prints specialty wrappers for the food industry in New Zealand and Australia. (collectively "Gourmet Foods") 

 

Brigadier Security Systems (2000) Ltd. (“Brigadier”), a Canadian based company, sells and installs commercial and residential alarm monitoring systems.

 

Kahnalytics, Inc. dba/Original Sprout (“Original Sprout”), a U.S. based company, is engaged in the wholesale distribution of hair and skin care products under the brand name Original Sprout on a global scale. 

 

Marygold & Co., ("Marygold") a newly formed U.S. based company, together with its wholly-owned limited liability company, Marygold & Co. Advisory Services, LLC,  ( collectively "Marygold") was established by Concierge to explore opportunities in the financial technology ("Fintech") space, still in the development stage as of March 2021, and estimated to commence operations by August 2020. launch commercial services in the current fiscal year. Through March 31, 2021, expenditures have been limited to developing the business model and the associated application development.

26

 

Because the Company conducts its businesses through its wholly-owned operating subsidiaries, the risks related to our wholly-owned subsidiaries are also risks that impact the Company's financial condition and results of operations.  See, "Note 2. Summary ofSignificant Accounting Policies/ Major Customers and Suppliers - Concentration of Credit Risk" in the consolidated financial statements for more information. The emergence of a novel coronavirus on a global scale, known as COVID-19, duringand related geopolitical events could lead to increased market volatility, disruption to U.S. and world economies and markets and may have significant adverse effects on the current quarter has had a nominal impact on our operations which varied from company to company. Overall, the effects of dealing with COVID-19 realized through social isolation, stay-at-home orders, shuttering of non-essential businessesCompany and similar initiatives took effect on our areas of operation at such a late date in the month of March that the consolidated revenues were not significantly impacted.its wholly-owned subsidiaries. The financial risk to future operations is largely unknown, (refer to Part II, Item 1A, for further details.)

 

Results of Operations

 

Concierge and Subsidiaries

 

Financial summary and comparison data for the year-to-date operating results as ofthree and nine month periods ended March 31, 2021 and March 31, 2020.

The table below summarizes each of Concierges subsidiaries into one of two categories.categories for the nine months ended March 31, 2021 and 2020. The Wainwright business is included in the Financial Services columns and all other subsidiaries, including Gourmet, Brigadier, and Original Sprout in the Other Operating Units columns. Corporate expenses, including Marygold, are included in the Concierge Corporate columns.

 

 

Financial Services

  

Other Operating Units

  

Concierge Corporate

  

Consolidated

  

Financial Services

  

Other Operating Units

  

Concierge Corporate

  

Consolidated

 

(

 

For the Three Months Ended March 31, 20202021 Compared to the Three Months Ended March 31, 20192020

 

Revenue and Operating Income

 

Consolidated revenue for the three months ended March 31, 20202021 was $5.9$9.5 million representing a $0.4$3.6 million decreaseincrease from the same prior year period revenue of $6.3$5.9 million. While netNet revenues decreasedincreased as a result of lowerhigher Fund assets under management ("AUM")AUM from our fund management business by approximately $0.6$3.0 million, or 101%, for the three months ended March 31, 20202021 as compared to the three months ended March 31, 2019, the corporation's2020. The Company's revenues derived from its other operating units were up slightlyincreased by $0.2$0.6 million, or 22%, from the same prior year period, resulting in a net reduction toan overall increase in consolidated revenue in the current quarter of approximately 6%62%. Concierge produced an operating lossincome for the three months ended March 31, 20202021 of ($181) thousand$2.0 million as compared to incomean operating loss of $162$181 thousand for the three months ended March 31, 2019.2020. The decreaseincrease in operating income was primarily attributable to lowerhigher fund management revenue from Wainwright due to lower AUM.higher AUM as well as the addition of the Printstock business in New Zealand.

 

Other ExpensesIncome (Expense) 

 

Other expensesincome (expense) for the three months ended March 31, 2021 and 2020, were $23 thousand and 2019, were ($27) thousand, and ($2) thousand for the three months ended March 31, 2020 and 2019, respectively, resulting in a net income (loss) before income taxes of $2.1 million and ($208) thousand, and $160 thousand, respectively. Benefit (Provision)

Income Tax

Provision for income tax (expense) benefit for the three months ended March 31, 2021 and 2020 were ($481) thousand and 2019 were $191 thousand, and ($84) thousand, respectively, resulting in net loss of ($17) thousand for the three months ended March 31, 2020 as compared to net income of $76 thousand for the three months ended March 31, 2019. The difference is primarily attributable to our United States operations through our Wainwright subsidiary. subsidiary who recorded an income for the period ended March 31, 2021 as compared to a loss for the period ended March 31, 2020. The Company files income taxes as a combined group and records most income taxes at the Concierge level. Income tax (expense) recorded at the Concierge level totaled ($0.4) million for the three months ended March 31, 2021, while a tax benefit of $0.2 million was recorded for the three months ended March 31, 2020.


 

Net Income (Loss)

 

Overall, the net income (loss) betweenfor the three months ended March 31, 20202021 as compared to the three months ended March 31, 2019 decreased2020 increased by approximately $93 thousand.$1.6 million. The reductionincrease in profits for the three months ended March 31, 20202021 was primarily attributable to lowerhigher fund management revenue from Wainwright due to a lowerhigher amount of AUM, partially offset by decreaseswith only modest increases in Wainwright variable operating expenses, and general and administrative costs. Also contributing tocosts resulting in a higher net income profit margins. All Other Operating Units contributed approximately $150 thousand of net income before tax representing a $134 thousand decrease from the same prior year period primarily as result of COVID-19. Offsetting the overall increase in net lossincome were expenses of $441 thousand related to the start upstartup of our new subsidiary, Marygold & Co., as well as one-time expenses incurred in connection with investment banking and investor relations campaigns.Marygold. After giving consideration to currency translation losses of $295,100($17) thousand our comprehensive lossincome for the three months ended March 31, 20202021 was $312,336 thousand$1.6 million as compared to the three months ended March 31, 20192020 where there was a currency translation gainlosses of $45$295 thousand resulting in comprehensive loss of ($312) thousand. Comprehensive gains and losses are comprised of fluctuations in foreign currency exchange rates related to the effects in the valuation of our holdings in New Zealand and Canada.

For the Nine Months Ended March 31, 2021 Compared to the Nine Months Ended March 31, 2020

Revenue and Operating Income

Consolidated revenue for the nine months ended March 31, 2021 was $30.2 million representing a $12.5 million increase from the same prior year period revenue of $17.7 million. Net revenues increased from our fund management business as a result of higher AUM by approximately $10.3 million, or 116%, for the nine months ended March 31, 2021 as compared to the nine months ended March 31, 2020. The Company's revenues derived from its other operating units increased by $2.2 million, or 25%, from the same prior year period, resulting in an overall increase in consolidated revenue of approximately 71%. Concierge produced an operating income for the nine months ended March 31, 2021 of $121$6.6 million as compared to an operating loss of ($223) thousand for the nine months ended March 31, 2020. The increase in operating income was primarily attributable to higher fund management revenue from Wainwright due to higher AUM as well as the addition of the Printstock business in New Zealand.

Other Income (Expense)

Other income (expense) for the nine months ended March 31, 2021 and 2020, were $195 thousand and ($17) thousand, respectively, resulting in net income (loss) before taxes of $6.8 million and ($240) thousand, respectively. 

Income Tax

Provision for income tax (expense) benefit for the nine months ended March 31, 2021 and 2020 were ($1.7) million and $202 thousand, respectively, primarily attributable to our United States operations through our Wainwright subsidiary who recorded an income for the period ended March 31, 2021 as compared to a loss for the period ended March 31, 2020. The Company files income taxes as a combined group and records most income taxes at the Concierge level. Income tax (expense) recorded at the Concierge level totaled ($1.5) million for the nine months ended March 31, 2021, while a tax benefit of $0.3 million was recorded for the nine months ended March 31, 2020.

Net Income (Loss)

Overall, the net income for the nine months ended March 31, 2021 as compared to the nine months ended March 31, 2020 increased by approximately $5.2 million. The increase in profits for the nine months ended March 31, 2021 was primarily attributable to higher fund management revenue from Wainwright due to a higher amount of AUM, with only modest increases in variable operating expenses, and general and administrative costs resulting in a higher net income profit margins. All Other Operating Units contributed approximately $841 thousand of net income before income tax representing a $12 thousand increase from same prior year period, attributed primarily to the addition of Printstock operations to current year earnings. Offsetting increases in net income were expenses of $1.1 million related to the startup of our new subsidiary, Marygold & Co. After giving consideration to currency translation gains of $353 thousand our comprehensive income for the nine months ended March 31, 2021 was $5.5 million as compared to the nine months ended March 31, 2020 where there was a currency translation loss of ($126) thousand resulting in comprehensive loss of ($163) thousand. Comprehensive gain and loss are comprised of fluctuations in foreign currency exchange rates related to the effects in the valuation of our holdings in New Zealand and Canada.

 

For the 

28

 

Revenue and Operating Income

Consolidated revenue for the nine months ended March 31, 2020 was $18 million representing a $2 million decrease from the prior year revenue of $20 million. While net revenues decreased as a result of lowerInvestment Fund assets under management ("AUM") from our fund management business by approximately $3 million for the nine months ended March 31, 2020 as compared to the nine months ended March 31, 2019, the corporation's revenues derived from its other operating units increased $0.5 million, resulting in a net reduction in revenue of approximately $2.5 million. Concierge produced an operating (loss) income for the nine months ended March 31, 2020 of ($223) thousand as compared to $787 thousand for the nine months ended March 31, 2019. The decrease in operating income was primarily attributable to lower fund management revenue from Wainwright due to lower AUM.

Other Expenses

Other expenses for the nine months ended March 31, 2020 and 2019, were ($17) thousand and ($173) thousand for the nine months ended March 31, 2020 and 2019, respectively, resulting in a net loss before taxes of ($240) thousand and net income of $614 thousand, respectively. Benefit (Provision) for income tax for the nine months ended March 31, 2020 and 2019 were $202 thousand and ($190) thousand, respectively. The difference is primarily attributable to our United States operations through our Wainwright subsidiary. 

Net Income (Loss)

Overall, the net income (loss) between the nine months ended March 31, 2020 as compared to the nine months ended March 31, 2019 decreased by approximately $462 thousand to approximately ($37) thousand loss from $425 thousand income. The reduction in profits for the nine months ended March 31, 2020 was primarily attributable to lower fund management revenue from Wainwright due to a lower amount of AUM, partially offset by decreases in Wainwright variable operating expenses, and general and administrative costs. Also contributing to the net loss were expenses related to the start up of our new subsidiary, Marygold & Co., as well as one-time expenses incurred in connection with employee incentive programs at the subsidiary level, coupled with one-time expenses incurred in connection with investment banking and investor relations campaigns. After giving consideration to currency translation losses of $126 thousand our comprehensive loss for the nine months ended March 31, 2020 was $163 thousand as compared to the nine months ended March 31, 2019 where there was a currency translation loss of ($14) thousand resulting in comprehensive income of $411 thousand. Comprehensive gain and loss are comprised of fluctuations in foreign currency exchange rates related to the effects in the valuation of our holdings in New Zealand and Canada.

Management - Wainwright Holdings

 

Wainwright was founded as a holding company in March 2004 as a Delaware corporation with one subsidiary, Ameristock Corporation, which was an investment adviser to Ameristock Mutual Fund, Inc., a registered 1940 Act large cap value equity fund. In January 2010, Ameristock Corporation was spun off as a standalone company. In May 2005, USCF was formed as a single member limited liability company in the state of Delaware. In June 2013, USCF Advisers was formed as a Delaware limited liability company and in July 2014, was registered as an investment adviser under the Investment Advisers Act of 1940, as amended. In November 2013, the USCF Advisers board of managers formed USCF ETF Trust (“ETF Trust”) and in July 2016, the USCF Mutual Funds Trust (“Mutual Funds Trust” and together with “ETF Trust” the “Trusts”) both as open-end management investment companies registered under the Investment Company Act of 1940, as amended ("the 1940 Act"). The Trusts are authorized to have multiple segregated series or portfolios. Wainwright owns all of the issued and outstanding limited liability company membership interests of its subsidiaries, USCF and USCF Advisers, each a Delaware limited liability company and are affiliated companies.  USCF serves as the general partner (“General Partner”) for various limited partnerships (“LP”) and sponsor (“Sponsor”) as noted below. USCF and USCF Advisers are subject to federal, state and local laws and regulations generally applicable to the investment services industry. USCF is a commodity pool operator (“CPO”) subject to regulation by the Commodity Futures Trading Commission (the "CFTC") and the National Futures Association (the “NFA”) under the Commodities Exchange Act (“CEA”). USCF Advisers is an investment adviser registered under the Investment Advisers Act of 1940, as amended and has registered as a CPO under the CEA. Exchange traded products (“ETPs”) issued or sponsored by USCF are required to be registered with the Securities and Exchange Commission (the “SEC”) in accordance with the Securities Act of 1933.  Wainwright operates through USCF and USCF Advisers, which collectively operate eleventen exchange-traded products ("ETPs") and exchange traded funds (“ETFs”) listed on theythe NYSE Arca, Inc. ("NYSE Arca") with a total of approximately $2.1$5.1 billion assets under management as of March 31, 2020.2021. Wainwright and subsidiaries USCF and USCF Advisers are collectively referred to as “Wainwright” hereafter. 


 

USCF is currently the General Partner in the following Securities Act of 1933 LP commodity based index funds and Sponsor (“Sponsor”) for the fund series within the United States Commodity Index Funds Trust (“USCIF Trust”) and the USCF Funds Trust (“USCF Funds Trust”):

 

USCF as General Partner for the following funds

United States Oil Fund, LP (“USO”)

Organized as a Delaware limited partnership in May 2005

United States Natural Gas Fund, LP (“UNG”)

Organized as a Delaware limited partnership in November 2006

United States Gasoline Fund, LP (“UGA”)

Organized as a Delaware limited partnership in April 2007

United States Diesel Heating Oil Fund, LP (“UHN”)

Organized as a Delaware limited partnership in April 2007; Liquidated September 12, 2018

United States 12 Month Oil Fund, LP (“USL”)

Organized as a Delaware limited partnership in June 2007

United States 12 Month Natural Gas Fund, LP (“UNL”)

Organized as a Delaware limited partnership in June 2007

United States Short Oil Fund, LP (“DNO”)

Organized as a Delaware limited partnership in June 2008; Liquidated September 12, 2018

United States Brent Oil Fund, LP (“BNO”)

Organized as a Delaware limited partnership in September 2009

USCF as fund Sponsor - each a series within the USCIF Trust

United States Commodity Index Funds Trust (“USCIF Trust”)

A series trust formed in Delaware December 2009

United States Commodity Index Fund (“USCI”)

A commodity pool formed in April 2010 and made public August 2010

United States Copper Index Fund (“CPER”)

A commodity pool formed in November 2010 and made public November 2011

United States Agriculture Index Fund (“USAG”)

A commodity pool formed in November 2010 and made public April 2012; Liquidated September 12, 2018

USCF as fund Sponsor - each a series within the USCF Funds Trust

USCF Funds Trust (“USCF Funds Trust”)

A series trust formed in Delaware March 2016

United States 3X Oil Fund (“USOU”)

A commodity pool formed in May 2017 and made public July 2017; Liquidated December 18, 2019

United States 3X Short Oil Fund (“USOD”)

A commodity pool formed in May 2017 and made public July 2017; Liquidated December 18, 2019

 

USCF Advisers serves as the investment adviser to the fund(s) listed below within the Trusts and has overall responsibility for the general management and administration for the Trusts. Pursuant to the current Investment Advisory Agreements, USCF Advisers provides an investment program for the Trusts’ fund(s) and manages the investment of the assets.

 

Advisers as fund manager for each series within the USCF ETF Trust and the USCF Mutual Funds Trust:Trust:

USCF ETF Trust (“ETF Trust”)

Organized as a Delaware statutory trust in November 2013  

USCF SummerHaven SHPEI Index Fund ("BUY")

Fund launched November 30, 20172017;  Liquidated October 2020

USCF SummerHaven SHPEN Index Fund ("BUYN")

Fund launched November 30, 2017; Liquidated May 6, 2020

Stock Split Index Fund (“TOFR”)

Fund launched September 2014; Liquidated October 20, 2017

Restaurant Leaders Index Fund (“MENU”)

Fund launched November 2016; Liquidated October 20, 2017

USCF SummerHaven Dynamic Commodity Strategy No K-1 Fund ("SDCI")

Fund launched May 2018

USCF Mutual Funds Trust ("Mutual Funds Trust")

Organized as a Delaware statutory trust in July 2016  

USCF Commodity StrategyMidstream Energy Income Fund ("USCFX" and "USCIX"UMI")

Fund launched March 2017; Liquidated March 21, 2019

2021

 

All USCF funds and the Trusts' funds are collectively referred to as the “Funds” hereafter.

 

Wainwright’s revenue and expenses are primarily driven by the amount of AUM. Wainwright earns monthly management and advisory fees based on agreements with each Fund as determined by the contractual basis point management fee structure in each agreement multiplied by the average AUM over the given period. Many of the company’s expenses are dependent upon the amount of AUM. These variable expenses include Fund administration, custody, accounting, transfer agency, marketing and distribution, and sub-adviser fees and are primarily determined by multiplying contractual fee rates by AUM. Total Operating Expenses are grouped into the following financial statement line items: General and Administrative, Marketing, Operations and Salaries and Compensation.

 

 

For the Three Months Ended March 31, 2020,2021, Compared to the Three Months Ended March 31, 20192020

 

Revenue

 

Average AUM for the three months ended March 31, 20202021 was at $2.3$4.8 billion, as compared to approximately $2.6$2.3 billion from the three months ended March 31, 20192020 primarily due to a decreasean increase in USO, USCIBNO and UNGUSL AUM. As a result, the revenues from management and advisory fees decreasedincreased by approximately $0.6$3.0 million, or 16%101%, to $3.0$6.0 million for the three months ended March 31, 20202021 as compared to the three months ended March 31, 20192020 where revenues from management and advisory fees totaled $3.6$3.0 million.

 

Expenses

 

Wainwright’s total operating expenses for three months ended March 31, 2020 decreased2021 increased by $0.4$0.3 million to $3.0$3.4 million, or approximately 10%12%, from $3.4$3.1 million for the three months ended March 31, 2019.2020. Variable expenses, as described above, decreasedincreased by $0.4 million over the respective three-month period due to lowerhigher AUM which reducedincreased variable marketing and distribution expenses, sub-advisory feesfund accounting and administration expenses, and other variable costs. General and Administrativeadministrative ("G&A") expenses, excluding new fund development cost, were remained at $0.6 million and $0.4 million for the three months ended March 31, 20202021 and March 31, 2019, respectively. Expenses increased due to decreases2020. G&A expenses had increases in legal and professional fees related to moving tofund expense waivers as a new fund custodian, accounting and administrative bankresult of higher AUM during the quarter.quarter but were offset with lower T&E expenses. Total marketing expenses decreasedincreased $0.1 million to $0.5$0.6 million for the three months ended March 31, 20202021 as compared to the prior year period due to a decrease in marketing conference spend along with a small reductionan increase in variable distribution costs as a result of lower AUM.higher AUM as mentioned above, partially offset by decreases in advertising and marketing conference spend. Employee Salariessalaries and Compensationbenefit compensation expenses were approximately $1.2 million and $1.1 million for theboth three monthsmonth periods ended March 31, 20202021 and  March 31, 2019, respectively, with the increase2020. Operations expenses increased by $0.2 million due to employer 401K contributions.higher AUM.

 

Income

 

Income (loss) before income taxes for the three months ended March 31, 2020 decreased $0.32021 increased $2.7 million to a $2.6 million compared to ($0.1) million  loss compared to $0.2 million in income for three months ended March 31, 20192020 due to $0.6$3.0 million increase in lower revenue as a result of lowerhigher AUM, offset by a $0.4$0.3 million reductionincrease in operating expenses.expenses

 

For the Nine Months Ended March 31, 20202021, Compared to the Nine Months Ended March 31, 20192020

 

Revenue

 

Average AUM for the nine months ended March 31, 20202021 was at $2.2$5.1 billion, as compared to approximately $2.8$2.2 billion from the nine months ended March 31, 20192020 primarily due to a decreasean increase in USO, USCIBNO and UNGUSL AUM. As a result, the revenues from management and advisory fees decreasedincreased by approximately $2.8$10.3 million, or 24%116%, to $8.9$19.2 million for the nine months ended March 31, 20202021 as compared to the nine months ended March 31, 20192020 where revenues from management and advisory fees totaled $11.7$8.9 million.

 

Expenses

 

Wainwright’s total operating expenses for the nine months ended March 31, 2020 decreased2021 increased by $2$2.4 million to $8.7$11.1 million, or approximately 19%28%, from $10.7$8.7 million for the nine months ended March 31, 2019.2020. Variable expenses, as described above, decreasedincreased by $1.5$1.2 million over the respective nine-monthnine-month period due to lowerhigher AUM which reducedincreased variable marketing and distribution expenses, sub-advisory feesfund accounting and administration expenses, and other variable costs. Generalcosts, and Administrativepartially offset by a reduction in sub-advisory fees. G&A expenses, excluding new fund development cost, were $1.4$2.4 million and $1.5 million for the nine months ended March 31, 2020  and March 31, 2019, respectively. Total marketing expenses decreased $0.6 million to $1.4 million for the nine months ended March 31, 2021 and March 31, 2020, respectively. G&A, excluding fund development costs, expenses increased $1.0 million due to increases in legal and professional fees as well as increases in fund expense waivers as a result of higher AUM during the quarter. Total marketing expenses increased $0.6 million to $1.9 million for the nine months ended March 31, 2021 as compared to the prior year period due to a decrease of $0.3 million in advertising and marketing conference spend along with a $0.2 million reductionan increase in variable distribution costs as a result of lower AUM.higher AUM as mentioned above, partially offset by decreases in advertising and marketing conference spend. Employee Salariessalaries and Compensationbenefit compensation expenses were approximately $3.3$3.9 million and $3.5$3.3 million for the nine months ended March 31, 2021 and March 31, 2020, and March 31, 2019, respectively with the decrease due to no bonuses for 2019.earned in 2021 and none in 2020. Operations expenses increased by $0.3 million due to higher AUM and new fund development costs decreased $0.1 million in the current quarter compared to the prior year quarter.

 

Income

 

Income before income taxes for the nine months ended March 31, 2020 decreased $0.62021 increased $7.9 million to a $8.1 million compared to $0.2 million from $0.8 million for nine months ended March 31, 20192020 due to $2.8a $10.3 million increase in lower revenue as a result of lowerhigher AUM, offset by a $2$2.4 million reductionincrease in operating expenses along with a decrease of $0.2 million in other expenses.

 

28

Food Products - Gourmet Foods, Ltd.

 

Gourmet Foods Limited (“Gourmet Foods”), was organized in its current form in 2005 (previously known as Pats Pantry Ltd). Pats Pantry was founded in 1966 to produce and sell wholesale bakery products, meat pies and patisserie cakes and slices, in New Zealand. Gourmet Foods, located in Tauranga, New Zealand, sells substantially all of its goods to supermarkets and service station chains with stores located throughout New Zealand. Gourmet Foods also has a large number of smaller independent lunch bars, cafes and corner dairies among the customer list, however they comprise a relatively insignificant dollar volume in comparison to the primary accounts of large distributors and retailers. On July 1, 2020, Gourmet Foods acquired the New Zealand company, Printstock Products Limited ("Printstock"). Located in nearby Napier, New Zealand, Printstock prints wrappers for food products, including those used by Gourmet Foods. Printstock is a wholly-owned subsidiary of Gourmet Foods and its operating results are consolidated with those of Gourmet Foods from July 1, 2020 onwards.

 

Gourmet Foods operates exclusively in New Zealand and thus the New Zealand dollar is its functional currency. In order to consolidate Concierge’s reporting currency, the US dollar, with that of Gourmet Foods, Concierge records foreign currency translation adjustments and transaction gains and losses in accordance with ASC 830-30. The translation of New Zealand currency into U.S. dollars is performed for balance sheet accounts using the exchange rates in effect at the balance sheet date and for revenue and expense accounts using a weighted average exchange rate during the period. Gains and losses resulting from foreign currency translations are included in foreign currency translation (loss) gain on the Condensed Consolidated Statements of Comprehensive Income as well as accumulated other comprehensive (loss) income found on the Condensed Consolidated Balance Sheets.

 

For the Three Months Ended March 31, 2020,2021, Compared to the Three Months Ended March 31, 20192020

 

Revenue

 

Net revenues for the three months ended March 31, 20202021 were $1.3$2.0 million with cost of goods sold of $0.9$1.4 million resulting in a gross profit of $0.4$0.6 million, or approximately 31%30% gross margin, as compared to the yearthree month period ended March 31, 20192020 where net revenues were $1.1$1.3 million and cost of goods sold were $0.7$0.9 million producing a gross profit of $0.4 million, or approximately 28%31%. The increase in revenues is attributed to the acquisition of Printstock which contributed $1.1 million during the three month period ended March 31, 2021 and no contributing revenues for the three months ended March 31, 2020.

 

Expenses

 

General, administrative and selling expenses, including wages and marketing, for the three month periods ended March 31, 20202021 and 20192020 were $0.2$0.3 million and $0.2 million producing operating income of $0.2$0.3 million and $0.1$0.2 million, respectively, or approximately 12%13% net operating profit for the three months ended March 31, 20202021 and 12% for the three months ended March 31, 2019.2020. The depreciation expense provision for income tax, and other income (expense) totaled approximately $0.1 million for the three months ended March 31, 20202021 as compared to $0.1 million for the three months ended March 31, 2019.2020. 

 

Income

 

Income for the three months ended March 31, 2020,2021, after expenses of approximately $0.3 million, resulted in an income of approximately $105$203 thousand before income tax provision of approximately $14$48 thousand resulted in a net income of approximately $92$124 thousand as compared to a net income of $64$92 thousand for the three months ended March 31, 2019. Overall, net profit margins for2020. The increase in revenues and operating expenses during the comparative periodscurrent quarter are consistentattributable to the acquisition of Printstock and differences are attributed to depreciation expense, varying income tax provisions and the fluctuation of currency exchange rates with the New Zealand dollar.its operating results. 

 

For the Nine Months Ended March 31, 20202021, Compared to the Nine Months Ended March 31, 20192020

 

Revenue

 

Net revenues for the nine months ended March 31, 20202021 were $3.8$6.2 million with cost of goods sold of $2.7$4.4 million resulting in a gross profit of $1.8 million, or approximately 29% gross margin, as compared to the nine month period ended March 31, 2020 where net revenues were $3.8 million and cost of goods sold were $2.7 million producing a gross profit of $1.1 million, or approximately 30% gross margin, as compared. The increase in revenues is attributed to the yearacquisition of Printstock which contributed $2.7 million during the nine month period ended March 31, 2019 where net2021 and no contributing revenues were $3.5 million and costfor the nine months ended March 31, 2020.

 

Expenses

 

General, administrative and selling expenses, including wages and marketing, for the nine month periods ended March 31, 2021 and 2020 and 2019were $0.6$1.0 million and $0.6 million producing operating income of $0.5$0.8 million and $0.4$0.5 million, respectively, or approximately 14%13% net operating profit for the nine months ended March 31, 20202021 and 10%14% for the nine months ended March 31, 2019.2020. The depreciation expense provision for income tax, and other income (expense) totaled approximately $0.2 million for the nine months ended March 31, 20202021 as compared to $0.2 million for the nine months ended March 31, 2019.2020. 

 

Income

 

Income for the nine months ended March 31, 2020,2021, after expenses of approximately $0.8$1.2 million, resulted in an income of approximately $0.4 million$637 thousand before income tax provision of approximately $43$153 thousand resulted in a net income of approximately $349$484 thousand as compared to a net income of $106$349 thousand for the nine months ended March 31, 2019. Overall,2020. The increase in revenues and operating expenses during the current quarter are attributable to the acquisition of Printstock and its operating results. Contributing to the lower net profit marginsincome percentage for the comparative periods are consistent and differences are attributed to depreciation expense, varying income tax provisions andnine months were the fluctuationexpenses associated with the acquisition of currency exchange rates withPrintstock as well as the continuing negative effects of the COVID-19 pandemic on the New Zealand dollar.economy in general.

 

29

Security Systems - Brigadier Security Systems (2000) Ltd.

 

Brigadier Security Systems, (2000) Ltd. (“Brigadier”) was founded in 1985, and through internal growth and acquisitionsis a leading electronic security company in the core businessprovince of Saskatchewan.  Brigadier beganSecurity Systems has offices located in 1998. Today Brigadier is one of the largest SecurTek security monitoring dealers in Saskatchewan with offices in both major urban areas of Regina (dbaSaskatchewan, Brigadier Security in Saskatoon, and operating as Elite Security Systems (2005) Ltd.) and Saskatoon. SecurTek is owned by SaskTel which is Saskatchewan's leading Information and Communications Technology (ICT) provider within Regina. The company has a combined industry experience of over 1.4 million customer connections across Canada. Brigadier is also a Honeywell Certified Access Control Integrator, Kantech Corporate Certified Integrator and UTC Authorized dealer and the largest independent security contractor in the province.135 years. Brigadier provides comprehensive security solutions including access control, camera systems, fire alarm monitoring panels, and intrusion alarms to home and business owners as well as government offices, schools, and public buildings. Brigadier typically sells hardware, installationTheir experience as the provider of choice on many large notable sites shows a commitment to design, service and support.   Brigadier specializes, and is certified, in several major manufacturers’ products: Honeywell Security, Panasonic, Avigilon and JCI/DSC/Kantech security products. The company and staff are recognized for dedication to customer service with annual awards from SecurTek including being recipients of the Customer Retention, Service Excellence, and overall best dealer with the President’s Award.  The company demonstrates a monitoring contractcommitment to customers.delivering outstanding quality to customers by the notable facilities, businesses, and homes they secure.

Brigadier Security Systems is an authorized SecurTek dealer. SecurTek is owned by SaskTel which is Saskatchewan's leading Information and Communications Technology (ICT) provider with over 1.4 million customer connections across Canada. Under the terms of its authorized dealer contract with the monitoring company, Brigadier earns monthly payments during the term of the monitoring contract in exchange for performance of customer service activities on behalf of the monitoring company.

 

Brigadier operates exclusively in Canada and thus the Canadian dollar is its functional currency. In order to consolidate Concierge’s reporting currency, the U.S. dollar, with that of Brigadier, Concierge records foreign currency translation adjustments and transaction gains and losses in accordance with ASC 830-30. The translation of Canadian currency into U.S. dollars is performed for balance sheet accounts using the exchange rates in effect at the balance sheet date and for revenue and expense accounts using a weighted average exchange rate during the period.

 

Gains and losses resulting from foreign currency translations are included in foreign currency translation (loss) gain on the Condensed Consolidated Statements of Comprehensive Income as well as accumulated other comprehensive (loss) income found on the Condensed Consolidated Balance Sheets.

 

For the Three Months Ended March 31, 20202021 Compared to the Three Months EndedMarch 31, 20192020

 

Revenue

 

Net revenues for the three months ended March 31, 20202021 were $0.6$0.7 million with cost of goods sold recorded as approximately $0.3$0.4 million, resulting in a gross profit of approximately $0.3 million with a gross margin of approximately 54%49% as compared to the three months ended March 31, 20192020 where net revenues were approximately $0.8$0.6 million with cost of goods sold of $0.4$0.3 million and a gross profit of $0.4$0.3 million, or approximately 45%54%. The decline in revenues is a direct result of the negative effects of the COVID-19 pandemic on the Company's ability to perform installation services at residential locations. Management believes that this is business deferred rather than lost, and expects that the eventual resolution of the pandemic will restore operations to their prior, or better, levels.

 

Expenses

 

General, administrative and selling expenses for the three months ended March 31, 20202021 were $0.3 million producing an operating profit of $0.1 million or approximately 10%11% as compared to the three months ended March 31, 20192020 where operating profits were $0.1 million, or approximately 13%, with general, administrative and selling expenses of $0.3 million.

 

Income

 

Other expenseexpenses comprised of depreciation, income tax, interest income, other income and gain on sale of assets(expense) totaled approximately $17($19) thousand for the three months ended March 31, 20202021 resulting in income after income taxes of approximately $41$58 thousand as compared to income after income taxes of approximately $78$41 thousand for the three months ended March 31, 20192020 where other expense totaled $28approximately ($17) thousand.

 

For the Nine Months Ended March 31, 20202021 Compared to the Nine Months EndedMarch 31, 20192020

 

Revenue

 

Net revenues for the nine months ended March 31, 20202021 were $2.1$2.0 million with cost of goods sold recorded as approximately $1.0 million, resulting in a gross profit of approximately $1.1$1.0 million with a gross margin of approximately 53%51% as compared to the nine months ended March 31, 20192020 where net revenues were approximately $2.4$2.1 million with cost of goods sold of $1.3$1.0 million and a gross profit of $1.1 million, or approximately 45%53%. The decline in revenues is a direct result of the negative effects of the COVID-19 pandemic on the Company's ability to perform installation services at residential locations. Management believes that this is business deferred rather than lost, and expects that the eventual resolution of the pandemic will restore operations to their prior, or better, levels.

 

Expenses

 

General, administrative and selling expenses for the nine months ended March 31, 20202021 were $0.8 million producing an operating profit of $0.2 million or approximately 12% as compared to the nine months ended March 31, 2020 where operating profits were $0.3 million, or approximately 14% as compared to the nine months ended March 31, 2019 where operating profits were $0.4 million, or approximately 16%, with general, administrative and selling expenses of $0.7$0.8 million.

 

Income

 

Other expenseincome (expense) comprised of depreciation, income tax, interest income, other income (expense) including taxable government subsidies due to COVID-19 of approximately $150 thousand, impairment to inventory value, and gain on sale of assets totaled approximately $82$19 thousand for the nine months ended March 31, 20202021 resulting in income after income taxes of approximately $209$260 thousand as compared to income after income taxes of approximately $273$209 thousand for the nine months ended March 31, 20192020 where other expense totaled $97approximately ($82) thousand.

 

30

Beauty Products - Original Sprout 

 

Kahnalytics was founded in 2015 and adopted the dba/Original Sprout in December 2017. Original Sprout formulates and packages various hair and skin care products that are 100% vegan, tested safe and non-toxic, and marketed globally through distribution networks to salons, resorts, grocery stores, health food stores, e-tail sites and on the company's website. The company operates from warehouse and sales offices located in San Clemente, CA, USA. As a result of the ongoing COVID-19 pandemic, Original Sprout has made adjustments to its primary channels to market. Prior to the pandemic Original Sprout relied heavily upon its wholesale distribution network to place products at retail locations and generally to make products available to consumers, whereas in the current environment of social distancing and closures of retail businesses the company found a significant drop in sales volumes as consumers avoided traditional sales outlets. In response to this trend, Original Sprout has established new sales channels with online retailers and also encouraged those national retail chains who stock the product to also make it available at online shopping carts. The positive effects of this transition are now being realized while at the same time the negative effects of the pandemic on the wholesale distribution business continues to increase. The result is that sales overall have been relatively stable during the pandemic, though derived from different sources. Contributing to lower profit margins and higher expenses during the current fiscal year are the costs of relocating to a larger facility during December and January, the disposal of obsolete product, the transition to new packaging and new product development. 

 

For the Three Months Ended March 31, 20202021 Compared to the Three Months Ended March 31, 20192020

 

Revenue

 

Net revenues for the three months ended March 31, 20202021 were $1.1$0.8 million as compared to $0.7$1.1 million for the three months ended March 31, 2019.2020. Cost of goods sold for the three months ended March 31, 2021 and 2020 and 2019were $0.6$0.5 million and $0.4$0.6 million, respectively, resulting in a gross profit of approximately $0.3 million and $0.5 million, respectively. The decrease in revenues are attributed to a decline in wholesale and $0.3 million, respectively.retail distribution in response to the changing shopping habits of consumers, which were likely brought about due to restrictions imposed by the ongoing COVID-19 control efforts both domestically and internationally. 

 

Expenses

 

General, administrative and selling expenses were approximately $0.3$0.4 million resulting in an operating incomeloss of approximately $184($74) thousand, or approximately 17%, as compared to $0.2$0.3 million of general, administrative and selling expenses resulting in $116operating income of $184 thousand for the three months ended March 31, 2019,2020, or approximately 16%17%. The higher operating expenses during the current quarter where primarily attributed to the cost of relocating facilities.

Income (Loss)

After consideration given to income tax provision, other income (expense), and depreciation expense, the net loss for the three months ended March 31, 2021 was approximately ($120) thousand as compared to 131 thousand net income from the prior year comparable period. The net loss was due, in part, to the expenses associated with the relocation of the warehouse and office facilities during the current quarter coupled with the disposal of obsolete packaging and component parts inventories.

For the Nine Months Ended March 31, 2021 Compared to the Nine Months Ended March 31, 2020

Revenue

Net revenues for the nine months ended March 31, 2021 were $2.8 million as compared to $2.9 million for the nine months ended March 31, 2020. Cost of goods sold for the nine months ended March 31, 2021 and 2020 were $1.7 million and $1.6 million, respectively, resulting in a gross profit of approximately $1.1 million and $1.3 million, respectively.

Expenses

General, administrative and selling expenses were approximately $1.1 million resulting in an operating income of approximately $35 thousand, or approximately 1%, as compared to $0.9 million of general, administrative and selling expenses resulting in operating income of $0.4 million for the nine months ended March 31, 2020, or approximately 13%.

 

Income (Loss)

 

After consideration given to income tax provision, other income (expense), and depreciation expense, the net incomeloss for the threenine months ended March 31, 20202021 was approximately $131($116) thousand as compared to $46$154 thousand net income from the prior year comparable period. The decline in net income is primarily attributed to the expense associated with the relocation of the warehouse and office facilities during the current quarter.

 

For the Nine Months Ended March 31, 2020 Compared to the Nine Months Ended March 31, 2019

Revenue

Net revenues for the nine months ended March 31, 2020 were $2.9 million as compared to $2.5 million for the nine months ended March 31, 2019. Cost of goods sold for the nine months ended March 31, 2020 and 2019 were $1.6 million and $1.4 million, respectively, resulting in a gross profit of approximately $1.3 million and $1.1 million, respectively.

Expenses

General, administrative and selling expenses were approximately $0.9 million resulting in an operating income of approximately $0.4 million, or approximately 13%, as compared to $0.6 million of general, administrative and selling expenses resulting in $0.5 million for the nine months ended March 31, 2019, or approximately 18%.

Income

After consideration given to income tax provision, other income, and depreciation expense, the net income for the nine months ended March 31, 2020 was approximately $154 thousand as compared to $253 thousand from the prior year comparable period. 

31

 

Plan of Operation for the Next Twelve Months

 

Our plan of operation for the next twelve months is to apply necessary resources, which may include experienced personnel, cash, or synergistic acquisitions made with cash, equity or debt, into growing each of our business units to their potential. Original Sprout is in the initial stages of transitioning from a largely boutique offering distributed through specialty wholesalers to a more mainstream product available at traditional outlets and online and as such we anticipate measurable growth in revenues for the coming years.years, though there may be one-time initial expenses associated with the launch of new sales channels. Additionally, we are expecting moderate growth in Brigadier through focused management initiatives and consolidation within the security industry coupled with expanded product offerings. Similarly, we expect Gourmet Foods to be operating more efficiently under current management and continue to increase market share through additional product offerings and channels to market, including distribution in New Zealandthe printing and sale of the products from Original Sprout.food wrappers by their newly acquired subsidiary, Printstock. Wainwright will continue to develop innovative and new fund products to grow its portfolio. In addition to our long-term mission that is an acquisition strategy based upon identifying and acquiring profitable, mature, companies of a diverse nature and with in-place management that produces increased revenue streams, the Company is also focused upon building expertise and developing Fintech opportunities in the financial services sector.sector through its development stage subsidiary Marygold and Co. In a more general sense, the Company is characterizing its business in two categories;categories: 1) financial services and 2) other operating units. The purpose is to isolate the cyclical nature of the financial services business from our other industry segments. As revenues from financial services fluctuate over time due to varying performance of the commodities markets, our other operations are expected to be stable and sustainable by comparison. By these initiatives we seek to:

 

 

continue to gain market share for our wholly-owned subsidiaries’ areas of operation,

 

increase our gross revenues and realize net operating profits,

 

lower our operating costs by unburdening certain selling expenses to third party distributors,

 

have sufficient cash reserves to pay down accrued expenses and losses,

 

attract parties who have an interest in selling their privately held companies to us,

 

achieve efficiencies in accounting and reporting through adoption of standards used by all subsidiaries on a consistent basis,

 

strategically pursue additional company acquisitions, and

 

explore opportunities as may present themselves in the Fintech space, including the launch of services by Marygold and Marygold Advisory Services, and the creation of new corporate entities such as Marygold as focused subsidiary holdings.

 

Liquidity and Capital Resources 

 

Concierge is a holding company that conducts its operations through its subsidiaries. At its holding-company level, its liquidity needs relate to operational expense, the funding of additional business acquisitions and new investment opportunities. Our operating subsidiaries' principal liquidity requirements arise from cash used in operating activities, debt service, and capital expenditures, including purchases of equipment and services, operating costs and expenses, and income taxes.

 

As of March 31, 2020,2021, we had $6.0$14.3 million of cash and cash equivalents on a consolidated basis as compared to $6.5$9.8 million as of June 30, 20192020.

 

During the current and past five fiscal years combined, Concierge has invested approximately $3.5$8.2 million in cash towards purchasing and assimilating Gourmet Foods and its Printstock subsidiary, Brigadier Security Systems and the Original Sprout assets into the Concierge Technologies group of companies. During the previous years ended June 30, 2016 through June 30, 2017, Concierge invested approximately $3.3 million in cash to acquire Gourmet Foods and Brigadier Security Systemscompanies as well as the acquisition through a stock-for-stock exchange of Wainwright, which provides a significant revenue stream and value. DuringWe have also invested approximately $1.1 million in the current nine month period ended March 31, 2020 we have invested cash and resources to the formationdevelopment of Fintech applications through our wholly-ownednewly organized subsidiary, Marygold & Co., and its product development.Marygold. Despite these cash investments, our working capital position remains strong at approximately $11.9$19 million and our position has strengthened year-to-year. Management forecasts Wainwright, Gourmet Foods, Brigadier and Original Sprout to all produce a profit during the coming fiscal year and the realization of those profits by Concierge is not expected to be significantly impacted by foreign currency fluctuations against the U.S. dollar during the period. While Concierge intends to maintain and improve its revenue stream from wholly owned subsidiaries, Concierge continues to pursue acquisitions of other profitable companies which meet its target profile. Provided Concierge’s subsidiaries continue to operate as they are presently, and are projected to operate, Concierge has sufficient capital to pay its operatinggeneral and administrative expenses for the coming fiscal year and to adequately pursue its long term business objectives.

In relation to However, given the adoptionsignificant economic and financial market disruptions associated with the COVID-19 pandemic, the Company’s results of ASC 842 (see Note 2), the Company recognized $1,150,916 of operating lease liabilities on July 1, 2019. The total amount due under these obligations was $847,203 and $0 as of March 31, 2020 and June 30, 2019, respectively. The obligations will amortize over the passage of time through the recognition of periodic rent expense. See Note 6 for further analysis of this obligation.operations could be adversely impacted.


 

Borrowings

 

As of March 31, 2020,2021, we had $1.0 million of related-party and third-party indebtedness on a consolidated basis as compared to $0.7$1.0 million as of June 30, 2019.2020. Approximately US$361,149392,949 is owed by Brigadier and secured with the land and building in Saskatoon purchased in July 2019. The initial principal balance was CD$525,000 (approximately US$401,000 translated as of the loan date July 1, 2019) with an annual interest rate of 4.14% maturing June 30, 2024. The short-term portion of principal for this loan due within 12 months as of March 31, 2021 is CD$18,526 (approximately US$14,727) and the long term principal amount due is CD$475,787 (approximately US$378,222). Interest on the loan is expensed or accrued as it becomes due. Interest expense on the loan for the three months ended March 31, 2021 and 2020 was US$4,001 and US$3,926, respectively, and for the nine months ended March 31, 2021 and 2020, was US$11,981 and $12,173, respectively. Concierge, without inclusion of its subsidiary companies, as of March 31, 20202021 and June 30, 2019,2020, had $0.6 million of related-party indebtedness. We are not required to make interest payments on our related party notes until the maturity date.

 

Current related party notes payable consist of the following:

 

  March 31,  June 30, 
  2020  2019 

Notes payable to shareholder, interest rate of 8%, unsecured and payable on December 31, 2012 (past due)

  3,500   3,500 

Notes payable to shareholder, interest rate of 4%, unsecured and payable on May 25, 2022

  250,000   250,000 

Notes payable to shareholder, interest rate of 4%, unsecured and payable on April 8, 2022

  350,000   350,000 
  $603,500  $603,500 

As of March 31, 2020, Brigadier had an outstanding principal balance of CD$512,138 (approx. US$361,150 translated as of March 31, 2020) related to the purchase of their Saskatoon office land and building. The Consolidated Balance Sheets as of March 31, 2020 and June 30, 2019 reflect the amount of the principal balance which is due within twelve months as a current liability of US$12,536 and a long term liability of US$348,614. As of June 30, 2019, the loan liability consisted of principal balances outstanding for vehicle purchases. The principal amounts under the loans which were due within twelve months were recorded in short term liabilities as US$26,241, and after twelve months as US$61,057. These loans were paid in full as of March 31, 2020, whereas there was no liability for the loan related to the property purchase as of June 30, 2019. Total interest on vehicle loans for the three and nine months ended March 31, 2020 was zero and US$753, respectively, as compared to the three and nine months ended March 31, 2019 of US$1,077 and US$4,209, respectively. Interest on the mortgage loan for the three and nine months ended March 31, 2020 was US$3,926 and US$12,173, respectively, with no mortgage interest being due prior to July 1, 2019.

  

March 31,

  

June 30,

 
  

2021

  

2020

 

Notes payable to shareholder, interest rate of 8%, unsecured and payable on December 31, 2012 (past due)

 $3,500  $3,500 

Notes payable to shareholder, interest rate of 4%, unsecured and payable on May 25, 2022

  250,000   250,000 

Notes payable to shareholder, interest rate of 4%, unsecured and payable on April 8, 2022

  350,000   350,000 
  $603,500  $603,500 

 

Investments

 

Wainwright, from time to time, provides initial investments in the creation of ETF funds that Wainwright manages. Wainwright classifies these investments as current assets as these investments are generally sold within one year from the balance sheet date. As of March 31, 20202021 and June 30, 20192020 we have no such investments. These investments are described further in Note 7 to our Financial Statements.of the accompanying financial statements.

 

Dividends

 

Our strategy on dividends is to declare and pay dividends only from retained earnings and only when our Board of Directors deems it prudent and in the best interests of the companyCompany to declare and pay dividends. We have paid no dividends and we do not expect to pay any dividends over the next fiscal year.

Item 3.Quantitative and Qualitative Disclosures about Market Risk.

Quantitative and Qualitative Disclosures about Market Risk.

 

Concierge is a smaller reporting company and is not required to provide the information required by this item.

Item 4.Controls and Procedures

Controls and Procedures

 

Disclosure Controls and Procedures

 

Concierge maintains disclosure controls and procedures that are designed to provide reasonable assurances that the information required to be disclosed in Concierge’s periodic reports filed or submitted under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time period specified in the SEC’s rules and forms.

 

The duly appointed officers of Concierge, including its chief executive officer and chief financial officer, who perform functions equivalent to those of a principal executive officer and principal financial officer of Concierge, if Concierge had any officers, have evaluated the effectiveness of Concierge’s disclosure controls and procedures and have concluded that the disclosure controls and procedures of Concierge have beenwere effective as of the end of the period covered by this quarterly report on Form 10-Q.

 

Change in Internal Control Over Financial Reporting

 

There were no significant changes in the Company's internal control over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect our internal controls over financial reporting.

 


 

PART II - OTHER INFORMATION

 

Item 1.

Legal Proceedings

 

None.From time to time, the Company and its subsidiaries may be involved in legal proceedings arising primarily from the ordinary course of their respective businesses. Except as described below there are no pending legal proceedings against the Company. USCF, is an indirect wholly owned subsidiary of the Company.  USCF, as the general partner of USO and the general partner and sponsor of the related public funds may, from time to time, be involved in litigation arising out of its operations in the ordinary course of business. Except as described herein, USO and USCF are not currently party to any material legal proceedings.

 

SEC and CFTC Wells Notices

On August 17, 2020, USCF, USO, and John Love received a “Wells Notice” from the staff of the SEC (the “SEC Wells Notice”). The SEC Wells Notice relates to USO's disclosures in late April and early May regarding constraints imposed on USO's ability to invest in Oil Futures Contracts. The SEC Wells Notice states that the SEC staff has made a preliminary determination to recommend that the SEC file an enforcement action against USCF, USO, and Mr. Love alleging violations of Sections 17(a)(1) and 17(a)(3) of the 1933 Act and Section 10(b) of the 1934 Act and Rule 10b-5 thereunder, in each case with respect to its disclosures and USO’s actions.

On August 19, 2020, USCF, USO, and Mr. Love received a Wells Notice from the staff of the CFTC (the “CFTC Wells Notice”). The CFTC Wells Notice states that the CFTC staff has made a preliminary determination to recommend that the CFTC file an enforcement action against USCF, USO, and Mr. Love alleging violations of Sections 4o(1)(A) and (B) and 6(c)(1) of the CEA, 7 U.S.C. §§ 6o(1)(A), (B), 9(1) (2018), and CFTC Regulations 4.26, 4.41, and 180.1(a), 17 C.F.R. §§ 4.26, 4.41, 180.1(a) (2019), in each case with respect to its disclosures and USO’s actions.

A Wells Notice is neither a formal charge of wrongdoing nor a final determination that the recipient has violated any law. USCF, USO, and Mr. Love maintain that USO’s disclosures and their actions were appropriate. They intend to vigorously contest the allegations made by the SEC staff in the SEC Wells Notice and the CFTC staff in the CFTC Wells Notice.

In re: United States Oil Fund, LP Securities Litigation

On June 19, 2020, USCF, USO, John P. Love, and Stuart P. Crumbaugh were named as defendants in a putative class action filed by purported shareholder Robert Lucas (the “Lucas Class Action”).  The Court thereafter consolidated the Lucas Class Action with two related putative class actions filed on July 31, 2020 and August 13, 2020, and appointed a lead plaintiff.  The consolidated class action is pending in the U.S. District Court for the Southern District of New York under the caption In re: United States Oil Fund, LP Securities Litigation, Civil Action No. 1:20-cv-04740.

On November 30, 2020, the lead plaintiff filed an amended complaint (the “Amended Lucas Class Complaint”). The Amended Lucas Class Complaint asserts claims under the 1933 Act, the 1934 Act, and Rule 10b-5.  The Amended Lucas Class Complaint challenges statements in registration statements that became effective on February 25, 2020 and March 23, 2020 as well as subsequent public statements through April 2020 concerning certain extraordinary market conditions and the attendant risks that caused the demand for oil to fall precipitously, including the COVID-19 global pandemic and the Saudi Arabia-Russia oil price war.  The Amended Lucas Class Complaint purports to have been brought by an investor in USO on behalf of a class of similarly-situated shareholders who purchased USO securities between February 25, 2020 and April 28, 2020 and pursuant to the challenged registration statements.  The Amended Lucas Class Complaint seeks to certify a class and to award the class compensatory damages at an amount to be determined at trial as well as costs and attorney’s fees.  The Amended Lucas Class Complaint named as defendants USCF, USO, John P. Love, Stuart P. Crumbaugh, Nicholas D. Gerber, Andrew F Ngim, Robert L. Nguyen, Peter M. Robinson, Gordon L. Ellis, and Malcolm R. Fobes III, as well as the marketing agent, ALPS Distributors, Inc., and the Authorized Participants: ABN Amro, BNP Paribas Securities Corporation, Citadel Securities LLC, Citigroup Global Markets, Inc., Credit Suisse Securities USA LLC, Deutsche Bank Securities Inc., Goldman Sachs & Company, J.P. Morgan Securities Inc., Merrill Lynch Professional Clearing Corporation, Morgan Stanley & Company Inc., Nomura Securities International Inc., RBC Capital Markets LLC, SG Americas Securities LLC, UBS Securities LLC, and Virtu Financial BD LLC. 

The lead plaintiff has filed a notice of voluntary dismissal of its claims against BNP Paribas Securities Corporation, Citadel Securities LLC, Citigroup Global Markets Inc., Credit Suisse Securities USA LLC, Deutsche Bank Securities Inc., Morgan Stanley & Company, Inc., Nomura Securities International, Inc., RBC Capital Markets, LLC, SG Americas Securities LLC, and UBS Securities LLC. 

USCF, USO, and the individual defendants in In re: United States Oil Fund, LP Securities Litigation intend to vigorously contest such claims and has moved for their dismissal.

Mehan Action

On August 10, 2020, purported shareholder Darshan Mehan filed a derivative action on behalf of nominal defendant USO, against defendants USCF, John P. Love, Stuart P. Crumbaugh, Nicholas D. Gerber, Andrew F Ngim, Robert L. Nguyen, Peter M. Robinson, Gordon L. Ellis, and Malcolm R. Fobes, III (the “Mehan Action”). The action is pending in the Superior Court of the State of California for the County of Alameda as Case No. RG20070732.

The Mehan Action alleges that the defendants breached their fiduciary duties to USO and failed to act in good faith in connection with a March 19, 2020 registration statement and offering and disclosures regarding certain extraordinary market conditions that caused demand for oil to fall precipitously, including the COVID-19 global pandemic and the Saudi Arabia-Russia oil price war. The complaint seeks, on behalf of USO, compensatory damages, restitution, equitable relief, attorney’s fees, and costs. All proceedings in the Mehan Action are stayed pending disposition of the motion(s) to dismiss in In re: United States Oil Fund, LP Securities Litigation.

USCF, USO, and the other defendants intend to vigorously contest such claims.

In re United States Oil Fund, LP Derivative Litigation

On August 27, 2020, purported shareholders Michael Cantrell and AML Pharm. Inc. DBA Golden International filed two separate derivative actions on behalf of nominal defendant USO, against defendants USCF, John P. Love, Stuart P. Crumbaugh, Andrew F Ngim, Gordon L. Ellis, Malcolm R. Fobes, III, Nicholas D. Gerber, Robert L. Nguyen, and Peter M. Robinson in the U.S. District Court for the Southern District of New York at Civil Action No. 1:20-cv-06974 (the “Cantrell Action”) and Civil Action No. 1:20-cv-06981 (the “AML Action”), respectively.

The complaints in the Cantrell and AML Actions are nearly identical. They each allege violations of Sections 10(b), 20(a) and 21D of the 1934 Act, Rule 10b-5 thereunder, and common law claims of breach of fiduciary duties, unjust enrichment, abuse of control, gross mismanagement, and waste of corporate assets. These allegations stem from USO’s disclosures and defendants’ alleged actions in light of the extraordinary market conditions in 2020 that caused demand for oil to fall precipitously, including the COVID-19 global pandemic and the Saudi Arabia-Russia oil price war. The complaints seek, on behalf of USO, compensatory damages, restitution, equitable relief, attorney’s fees, and costs. The plaintiffs in the Cantrell and AML Actions have marked their actions as related to the Lucas Class Action.

The Court entered and consolidated the Cantrell and AML Actions under the caption In re United States Oil Fund, LP Derivative Litigation, Civil Action No. 1:20-cv-06974 and appointed co-lead counsel. All proceedings in In re United States Oil Fund, LP Derivative Litigation are stayed pending disposition of the motion(s) to dismiss in In re: United States Oil Fund, LP Securities Litigation.

USCF, USO, and the other defendants intend to vigorously contest the claims in In re United States Oil Fund, LP Derivative Litigation.

Item 1A.

Risk Factors

 

Concierge and its subsidiaries (referred to herein as “we,” “us,” “our” or similar expressions) are subject to certain risks and uncertainties in its business operations. The risks and uncertaintiesIn addition to the other information set forth below and in this report, you should carefully consider the factors discussed in “Risk Factors” in the September 28, 2020 filing of our Annual Report on Form 10-K, filed September 30, 2019which could materially affect our business, financial condition and/or operating results. The risks described in our Annual Report are not the only risks we face. Thefacing our Company. Additional risks and uncertainties described below supplement,not currently known to us or the extent inconsistent, supersede those inthat we currently deem to be immaterial also may materially and adversely affect our above mentionedbusiness, financial condition and/or operating results.

There have been no material changes since our September 28, 2020 filing of our Annual Report on Form 10-K

COVID-19 Risk

An outbreak of infectious respiratory illness caused by a novel coronavirus known as COVID-19 was first detected in China in December 2019 and has now been detected globally. In Marchfor the fiscal year ended June 30, 2020 the World Health Organization declared the COVID-19 outbreak a pandemic. COVID-19 has resulted in numerous deaths, travel restrictions, closed international borders, enhanced health screenings at ports of entry and elsewhere, disruption of and delays in healthcare service preparation and delivery, prolonged quarantines and the imposition of both local and more widespread “work from home” measures, cancellations, supply chain disruptions, and lower consumer demand, as well as general concern and uncertainty. The ongoing spread of COVID-19 has had, and is expected to continue to have, a material adverse impact on local economies in the affected jurisdictions and also on the global economy, as cross border commercial activity and market sentiment are increasingly impacted by the outbreak and government and other measures seeking to contain its spread. The impact of COVID-19, and other infectious illness outbreaks that may arise in the future, could adversely affect individual issuers and capital markets in ways that cannot necessarily be foreseen. In addition, actions taken by government and quasi-governmental authorities and regulators throughout the world in response to the COVID-19 outbreak, including significant fiscal and monetary policy changes, may affect the value, volatility, pricing and liquidity of some investments or other assets, including those held by or investedrisk factors discussed in by the Company. Public health crises caused by the COVID-19 outbreak may exacerbate other pre-existing political, social and economic risks in certain countries or globally. The duration of the COVID-19 outbreak and its ultimate impact on the Company and, on the global economy, cannot be determined with certainty. The COVID-19 pandemic and its effects may last for an extended period of time, and could result in significant and continued declines in global financial markets, higher default rates, and a substantial economic downturn or recession. The foregoing could disrupt the operations of the Company's service providers, adversely affect the Company's stock price, and negatively impact the Company's performance and your investment in the Company. The extent to which COVID-19 will affect the Company and its’ service providers will depend on future developments, which are highly uncertain and cannot be predicted, including new information that may emerge concerning the severity of COVID-19 and the actions taken to contain COVID-19. Given the significant economic and financial market disruptions associated with the COVID-19 pandemic, the Company’s results of operations could be adversely impacted.

Additional risks and uncertainties that are presently unknown or are currently deemed immaterial may also impair our business operations.“Risk Factors”. These risk factors should be read in connection with the other information included in this quarterly report on Form 10-Q, including Management’s Discussion and Analysis of Financial Condition and Results of Operations and our financial statements and the related notes.

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

None. 

 

Item 3.

Defaults Upon Senior Securities

 

None.

 

Item 4.

Mine Safety Disclosures

 

Not applicable.

 

Item 5.

Other Information

 

None.

 


Item 6.

Exhibits

 

The following exhibits are filed or incorporated by reference as part of this Form 10-Q:

 

Exhibit

Number

Description of Document

2.1

Agreement for Sale and Purchase of a Business, dated May 29, 2015, by and between Gourmet Foods Ltd. and Concierge Technologies, Inc.3

2.2

Stock Purchase Agreement, dated May 27, 2016, by and among Concierge Technologies, Inc., Brigadier Security Systems (2000) Ltd., and the shareholders of Brigadier Security Systems (2000) Ltd.5

2.3

Stock Purchase Agreement, dated September 19, 2016 by and among Concierge Technologies, Inc., Wainwright Holdings, Inc. and Each of the Individuals and Entities Executing Signature Pages Attached Thereto6

2.4

Asset Purchase Agreement, dated June 24, 2019, by and between Concierge Technologies, Inc., through its wholly owned subsidiary Gourmet Foods Ltd. and RG & MK Wilson Limited.10

2.5

Termination of Asset Purchase Agreement, dated June 24, 2019, by and between Concierge Technologies, Inc., through its wholly owned subsidiary Gourmet Foods Ltd. and RG & MK Wilson Limited.11

3.1

Certificate of Designation (Series of Preferred Stock) filed with the Secretary of State of Nevada on September 23, 2010.2010 1.

3.2

Amended Articles of Incorporation of Concierge Technologies, Inc., a Nevada corporation, filed with the Secretary of State of Nevada on April 17, 2017.2017 72.

3.3

Amended Bylaws of Concierge Technologies, Inc. effective on March 20, 2017.7

10.1

Securities Purchase Agreement, dated January 26, 2015, by and among Concierge Technologies, Inc. and Purchasers.2017 2

10.2

Registration Rights Agreement, dated January 26, 2015, by and among Concierge Technologies, Inc. and Purchasers.2

10.3

Convertible Promissory Note, dated January 27, 2016, by and between Wainwright Holdings, Inc. and Concierge Technologies, Inc.4

10.4

Amended and Restated Asset Purchase Agreement, dated November 20, 2017, by and between The Original Sprout, LLC and each of the Individual Members of Original Sprout LLC and Kahnalytics, Inc.8

10.5Form of Agreement for Sale and Purchase of Shares and Current Account Graham Eric Eagle, Linda Janice Eagle, and Stephen Peter Lunn as Trustees
of the GE and LJ Eagle Family Trust as to 266,850 shares, and Graham Eric Eagle of Napier, Company Director, as to 29,650 shares.
13

14.1

Code of Business Conduct and Ethics9

21.1

Concierge Technologies, Inc. - Subsidiary List12.

31.1(1)

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2(1)

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1(1)

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2(1)

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

101.INS

101.INS

XBRL Instance Document#

101.SCH

101.SCH

XBRL Taxonomy Extension Schema Document#

101.CAL

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document#

101.LAB

101.LAB

XBRL Taxonomy Extension Labels Linkbase Document#

101.PRE

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document#

101.DEF

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document#

 

# Filed Herewith. Pursuant to Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.

 

(1) 

Filed herewith.

1Previously filed with Report on Form 10-K on October 8, 2010 and incorporated by reference herein.

2Previously filed with Current Report on Form 8-K on January 29, 2015 and incorporated by reference herein.

3Previously filed with Current Report on Form 8-K on June 2, 2015 and incorporated by reference herein.

4Previously filed with Current Report on Form 8-K on February 2, 2016 and incorporated by reference herein.

5Previously filed with Current Report on Form 8-K on June 8, 2016 and incorporated by reference herein.

6Previously filed with Current Report on Form 8-K on September 20, 2016 and incorporated by reference herein.

7Previously filed with Definitive Proxy Materials on Schedule 14A on February 28, 2017 and incorporated by reference herein.

8Previously filed with Current Report on Form 8-K on November 21, 2017 and incorporated by reference herein. 

9Previously filed with Current Report on Form 10-K on September 28, 2018 and incorporated by reference herein.

10Previously filed with Current Report on Form 8-K on June 27, 2019 and incorporated by reference herein.

11Previously filed with Current Report on Form 8-K on August 2, 2019 and incorporated by reference herein.

12Previously filed with Current Report on Form 10-K on September 30, 2019 and incorporated by reference herein.

13Previously filed with Current Report on Form 8-K on March 16, 2020 and incorporated by reference herein.

2Previously filed with Definitive Proxy Materials on Schedule 14A on February 28, 2017 and incorporated by reference herein.

 

 

SIGNATURES

 

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

 

 

CONCIERGE TECHNOLOGIES, INC.

Dated: May 15, 202014, 2021

By:  

/s/ Nicholas Gerber

Nicholas Gerber

Chief Executive Officer,

Principal Executive Officer

 

A signed original of this written statement required by Section 906 has been provided to Concierge Technologies, Inc. and will be retained by Concierge Technologies, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

 

3639

s in thousands)

 

For the Nine Months Ended March 31,

  

For the Nine Months Ended March 31,

  

For the Nine Months Ended March 31,

  

For the Nine Months Ended March 31,

  

For Nine Months Ended March 31,

  

For the Nine Months Ended March 31,

  

For the Nine Months Ended March 31,

  

For the Nine Months Ended March 31,

 
 

2020

 

2019

 

Change

  

2020

 

2019

 

Change

  

2020

 

2019

 

Change

  

2020

 

2019

 

Change

  

2021

  

2020

  

Change

  

2021

  

2020

  

Change

  

2021

  

2020

  

Change

  

2021

  

2020

  

Change

 
          

%

           

%

           

%

           

%

             

$%

             

$%

             

$%

             

$%

 

Revenue

 $8,867 $11,730 $(2,863)(24)%  $8,856 $8,400 $456 5%   -  -  - -   $17,723 $20,130 $(2,407)(12)%  $19,183  $8,867  $10,316   116% $11,072  $8,856  $2,216   25%  -   -   -   -  $30,254  $17,723  $12,532   71%

% of total revenue

  50% 58% - (8)%   50% 42% - 8%   -  -  - -    -  -  - -    63%  50%  -   13%  37%  50%  -   (13)%  -   -   -   -   -   -   -   -%

Cost of revenue

  -  -  - -    5,244  5,234  10 0%   -  -  - -    5,244  5,234 $10 0%   -   -   -   -   7,121   5,244   1,878   36%  -   -   -   -   7,121   5,244  $1,877   36%

Gross profit

 $8,867 $11,730 $(2,863)(24)%  $3,612 $3,166 $446 14%   -  -  - -   $12,479 $14,896 $(2,417)(16)%  $19,183  $8,867  $10,316   116% $3,950  $3,612  $338   9%  -   -   -   -  $23,133  $12,479  $10,654   85%

Operating expenses

  8,655  10,744  (2,089)(19)%   2,760  2,423  337 14%   1,287  942  345 37%   12,702  14,109  (1,407)(10)%   11,084   8,655   2,429   28%  3,299   2,760   539   20%  2,106   1,287   819   64%  16,489   12,702   3,787   30%

% of total operating expenses

  68% 76% - (8)%   22% 17% - 5%   10% 7% - 3%   -  -  - -    67%  68%  -   (1)%  20%  22%  -   (2)%  13%  10%  -   3%  -   -   -   -%

Income (loss) from operations

 $212 $986 $(774)(78)%  $852 $743 $109 15%  $(1,287)$(942)$(345)37%  $(223)$787 $(1,010)(128)%  $8,099  $212  $7,887   3,720% $651  $852  $(201)  (24)% $(2,106) $(1,287) $(819)  (64)% $6,644  $(223) $6,867   3080%

Other (expense) / income

  10  (153) 163 107%   (21) 15  (36)(240)%   (6) (35) 29 83%   (17) (173) 156 90%   14   10   4   (40)%  190   (21)  211   1,005%  (8)  (6)  (2)  33%  196   (17)  213   1247%

Income (loss) before income taxes

 $222 $833 $(611)(73)%  $831 $758 $73 10%  $(1,293)$(977)$(316)32%  $(240)$614 $(854)(139)%  $8,113  $222  $7,891   3,555% $841  $831  $10   1% $(2,114) $(1,293) $(819)  (63)% $6,840  $(240) $7,079   2950%

 

For the Three Months Ended March 31, 20202021 Compared to the Three Months Ended March 31, 20192020

 

Revenue and Operating Income

 

Consolidated revenue for the three months ended March 31, 20202021 was $5.9$9.5 million representing a $0.4$3.6 million decreaseincrease from the same prior year period revenue of $6.3$5.9 million. While netNet revenues decreasedincreased as a result of lowerhigher Fund assets under management ("AUM")AUM from our fund management business by approximately $0.6$3.0 million, or 101%, for the three months ended March 31, 20202021 as compared to the three months ended March 31, 2019, the corporation's2020. The Company's revenues derived from its other operating units were up slightlyincreased by $0.2$0.6 million, or 22%, from the same prior year period, resulting in a net reduction toan overall increase in consolidated revenue in the current quarter of approximately 6%62%. Concierge produced an operating lossincome for the three months ended March 31, 20202021 of ($181) thousand$2.0 million as compared to incomean operating loss of $162$181 thousand for the three months ended March 31, 2019.2020. The decreaseincrease in operating income was primarily attributable to lowerhigher fund management revenue from Wainwright due to lower AUM.higher AUM as well as the addition of the Printstock business in New Zealand.

 

Other ExpensesIncome (Expense) 

 

Other expensesincome (expense) for the three months ended March 31, 2021 and 2020, were $23 thousand and 2019, were ($27) thousand, and ($2) thousand for the three months ended March 31, 2020 and 2019, respectively, resulting in a net income (loss) before income taxes of $2.1 million and ($208) thousand, and $160 thousand, respectively. Benefit (Provision)

27

Income Tax

Provision for income tax (expense) benefit for the three months ended March 31, 2021 and 2020 were ($481) thousand and 2019 were $191 thousand, and ($84) thousand, respectively, resulting in net loss of ($17) thousand for the three months ended March 31, 2020 as compared to net income of $76 thousand for the three months ended March 31, 2019. The difference is primarily attributable to our United States operations through our Wainwright subsidiary. subsidiary who recorded an income for the period ended March 31, 2021 as compared to a loss for the period ended March 31, 2020. The Company files income taxes as a combined group and records most income taxes at the Concierge level. Income tax (expense) recorded at the Concierge level totaled ($0.4) million for the three months ended March 31, 2021, while a tax benefit of $0.2 million was recorded for the three months ended March 31, 2020.


 

Net Income (Loss)

 

Overall, the net income (loss) betweenfor the three months ended March 31, 20202021 as compared to the three months ended March 31, 2019 decreased2020 increased by approximately $93 thousand.$1.6 million. The reductionincrease in profits for the three months ended March 31, 20202021 was primarily attributable to lowerhigher fund management revenue from Wainwright due to a lowerhigher amount of AUM, partially offset by decreaseswith only modest increases in Wainwright variable operating expenses, and general and administrative costs. Also contributing tocosts resulting in a higher net income profit margins. All Other Operating Units contributed approximately $150 thousand of net income before tax representing a $134 thousand decrease from the same prior year period primarily as result of COVID-19. Offsetting the overall increase in net lossincome were expenses of $441 thousand related to the start upstartup of our new subsidiary, Marygold & Co., as well as one-time expenses incurred in connection with investment banking and investor relations campaigns.Marygold. After giving consideration to currency translation losses of $295,100($17) thousand our comprehensive lossincome for the three months ended March 31, 20202021 was $312,336 thousand$1.6 million as compared to the three months ended March 31, 20192020 where there was a currency translation gainlosses of $45$295 thousand resulting in comprehensive loss of ($312) thousand. Comprehensive gains and losses are comprised of fluctuations in foreign currency exchange rates related to the effects in the valuation of our holdings in New Zealand and Canada.

For the Nine Months Ended March 31, 2021 Compared to the Nine Months Ended March 31, 2020

Revenue and Operating Income

Consolidated revenue for the nine months ended March 31, 2021 was $30.2 million representing a $12.5 million increase from the same prior year period revenue of $17.7 million. Net revenues increased from our fund management business as a result of higher AUM by approximately $10.3 million, or 116%, for the nine months ended March 31, 2021 as compared to the nine months ended March 31, 2020. The Company's revenues derived from its other operating units increased by $2.2 million, or 25%, from the same prior year period, resulting in an overall increase in consolidated revenue of approximately 71%. Concierge produced an operating income for the nine months ended March 31, 2021 of $121$6.6 million as compared to an operating loss of ($223) thousand for the nine months ended March 31, 2020. The increase in operating income was primarily attributable to higher fund management revenue from Wainwright due to higher AUM as well as the addition of the Printstock business in New Zealand.

Other Income (Expense)

Other income (expense) for the nine months ended March 31, 2021 and 2020, were $195 thousand and ($17) thousand, respectively, resulting in net income (loss) before taxes of $6.8 million and ($240) thousand, respectively. 

Income Tax

Provision for income tax (expense) benefit for the nine months ended March 31, 2021 and 2020 were ($1.7) million and $202 thousand, respectively, primarily attributable to our United States operations through our Wainwright subsidiary who recorded an income for the period ended March 31, 2021 as compared to a loss for the period ended March 31, 2020. The Company files income taxes as a combined group and records most income taxes at the Concierge level. Income tax (expense) recorded at the Concierge level totaled ($1.5) million for the nine months ended March 31, 2021, while a tax benefit of $0.3 million was recorded for the nine months ended March 31, 2020.

Net Income (Loss)

Overall, the net income for the nine months ended March 31, 2021 as compared to the nine months ended March 31, 2020 increased by approximately $5.2 million. The increase in profits for the nine months ended March 31, 2021 was primarily attributable to higher fund management revenue from Wainwright due to a higher amount of AUM, with only modest increases in variable operating expenses, and general and administrative costs resulting in a higher net income profit margins. All Other Operating Units contributed approximately $841 thousand of net income before income tax representing a $12 thousand increase from same prior year period, attributed primarily to the addition of Printstock operations to current year earnings. Offsetting increases in net income were expenses of $1.1 million related to the startup of our new subsidiary, Marygold & Co. After giving consideration to currency translation gains of $353 thousand our comprehensive income for the nine months ended March 31, 2021 was $5.5 million as compared to the nine months ended March 31, 2020 where there was a currency translation loss of ($126) thousand resulting in comprehensive loss of ($163) thousand. Comprehensive gain and loss are comprised of fluctuations in foreign currency exchange rates related to the effects in the valuation of our holdings in New Zealand and Canada.

 

For the 

28

 

Revenue and Operating Income

Consolidated revenue for the nine months ended March 31, 2020 was $18 million representing a $2 million decrease from the prior year revenue of $20 million. While net revenues decreased as a result of lowerInvestment Fund assets under management ("AUM") from our fund management business by approximately $3 million for the nine months ended March 31, 2020 as compared to the nine months ended March 31, 2019, the corporation's revenues derived from its other operating units increased $0.5 million, resulting in a net reduction in revenue of approximately $2.5 million. Concierge produced an operating (loss) income for the nine months ended March 31, 2020 of ($223) thousand as compared to $787 thousand for the nine months ended March 31, 2019. The decrease in operating income was primarily attributable to lower fund management revenue from Wainwright due to lower AUM.

Other Expenses

Other expenses for the nine months ended March 31, 2020 and 2019, were ($17) thousand and ($173) thousand for the nine months ended March 31, 2020 and 2019, respectively, resulting in a net loss before taxes of ($240) thousand and net income of $614 thousand, respectively. Benefit (Provision) for income tax for the nine months ended March 31, 2020 and 2019 were $202 thousand and ($190) thousand, respectively. The difference is primarily attributable to our United States operations through our Wainwright subsidiary. 

Net Income (Loss)

Overall, the net income (loss) between the nine months ended March 31, 2020 as compared to the nine months ended March 31, 2019 decreased by approximately $462 thousand to approximately ($37) thousand loss from $425 thousand income. The reduction in profits for the nine months ended March 31, 2020 was primarily attributable to lower fund management revenue from Wainwright due to a lower amount of AUM, partially offset by decreases in Wainwright variable operating expenses, and general and administrative costs. Also contributing to the net loss were expenses related to the start up of our new subsidiary, Marygold & Co., as well as one-time expenses incurred in connection with employee incentive programs at the subsidiary level, coupled with one-time expenses incurred in connection with investment banking and investor relations campaigns. After giving consideration to currency translation losses of $126 thousand our comprehensive loss for the nine months ended March 31, 2020 was $163 thousand as compared to the nine months ended March 31, 2019 where there was a currency translation loss of ($14) thousand resulting in comprehensive income of $411 thousand. Comprehensive gain and loss are comprised of fluctuations in foreign currency exchange rates related to the effects in the valuation of our holdings in New Zealand and Canada.

Management - Wainwright Holdings

 

Wainwright was founded as a holding company in March 2004 as a Delaware corporation with one subsidiary, Ameristock Corporation, which was an investment adviser to Ameristock Mutual Fund, Inc., a registered 1940 Act large cap value equity fund. In January 2010, Ameristock Corporation was spun off as a standalone company. In May 2005, USCF was formed as a single member limited liability company in the state of Delaware. In June 2013, USCF Advisers was formed as a Delaware limited liability company and in July 2014, was registered as an investment adviser under the Investment Advisers Act of 1940, as amended. In November 2013, the USCF Advisers board of managers formed USCF ETF Trust (“ETF Trust”) and in July 2016, the USCF Mutual Funds Trust (“Mutual Funds Trust” and together with “ETF Trust” the “Trusts”) both as open-end management investment companies registered under the Investment Company Act of 1940, as amended ("the 1940 Act"). The Trusts are authorized to have multiple segregated series or portfolios. Wainwright owns all of the issued and outstanding limited liability company membership interests of its subsidiaries, USCF and USCF Advisers, each a Delaware limited liability company and are affiliated companies.  USCF serves as the general partner (“General Partner”) for various limited partnerships (“LP”) and sponsor (“Sponsor”) as noted below. USCF and USCF Advisers are subject to federal, state and local laws and regulations generally applicable to the investment services industry. USCF is a commodity pool operator (“CPO”) subject to regulation by the Commodity Futures Trading Commission (the "CFTC") and the National Futures Association (the “NFA”) under the Commodities Exchange Act (“CEA”). USCF Advisers is an investment adviser registered under the Investment Advisers Act of 1940, as amended and has registered as a CPO under the CEA. Exchange traded products (“ETPs”) issued or sponsored by USCF are required to be registered with the Securities and Exchange Commission (the “SEC”) in accordance with the Securities Act of 1933.  Wainwright operates through USCF and USCF Advisers, which collectively operate eleventen exchange-traded products ("ETPs") and exchange traded funds (“ETFs”) listed on theythe NYSE Arca, Inc. ("NYSE Arca") with a total of approximately $2.1$5.1 billion assets under management as of March 31, 2020.2021. Wainwright and subsidiaries USCF and USCF Advisers are collectively referred to as “Wainwright” hereafter. 


 

USCF is currently the General Partner in the following Securities Act of 1933 LP commodity based index funds and Sponsor (“Sponsor”) for the fund series within the United States Commodity Index Funds Trust (“USCIF Trust”) and the USCF Funds Trust (“USCF Funds Trust”):

 

USCF as General Partner for the following funds

United States Oil Fund, LP (“USO”)

Organized as a Delaware limited partnership in May 2005

United States Natural Gas Fund, LP (“UNG”)

Organized as a Delaware limited partnership in November 2006

United States Gasoline Fund, LP (“UGA”)

Organized as a Delaware limited partnership in April 2007

United States Diesel Heating Oil Fund, LP (“UHN”)

Organized as a Delaware limited partnership in April 2007; Liquidated September 12, 2018

United States 12 Month Oil Fund, LP (“USL”)

Organized as a Delaware limited partnership in June 2007

United States 12 Month Natural Gas Fund, LP (“UNL”)

Organized as a Delaware limited partnership in June 2007

United States Short Oil Fund, LP (“DNO”)

Organized as a Delaware limited partnership in June 2008; Liquidated September 12, 2018

United States Brent Oil Fund, LP (“BNO”)

Organized as a Delaware limited partnership in September 2009

USCF as fund Sponsor - each a series within the USCIF Trust

United States Commodity Index Funds Trust (“USCIF Trust”)

A series trust formed in Delaware December 2009

United States Commodity Index Fund (“USCI”)

A commodity pool formed in April 2010 and made public August 2010

United States Copper Index Fund (“CPER”)

A commodity pool formed in November 2010 and made public November 2011

United States Agriculture Index Fund (“USAG”)

A commodity pool formed in November 2010 and made public April 2012; Liquidated September 12, 2018

USCF as fund Sponsor - each a series within the USCF Funds Trust

USCF Funds Trust (“USCF Funds Trust”)

A series trust formed in Delaware March 2016

United States 3X Oil Fund (“USOU”)

A commodity pool formed in May 2017 and made public July 2017; Liquidated December 18, 2019

United States 3X Short Oil Fund (“USOD”)

A commodity pool formed in May 2017 and made public July 2017; Liquidated December 18, 2019

 

USCF Advisers serves as the investment adviser to the fund(s) listed below within the Trusts and has overall responsibility for the general management and administration for the Trusts. Pursuant to the current Investment Advisory Agreements, USCF Advisers provides an investment program for the Trusts’ fund(s) and manages the investment of the assets.

 

Advisers as fund manager for each series within the USCF ETF Trust and the USCF Mutual Funds Trust:Trust:

USCF ETF Trust (“ETF Trust”)

Organized as a Delaware statutory trust in November 2013  

USCF SummerHaven SHPEI Index Fund ("BUY")

Fund launched November 30, 20172017;  Liquidated October 2020

USCF SummerHaven SHPEN Index Fund ("BUYN")

Fund launched November 30, 2017; Liquidated May 6, 2020

Stock Split Index Fund (“TOFR”)

Fund launched September 2014; Liquidated October 20, 2017

Restaurant Leaders Index Fund (“MENU”)

Fund launched November 2016; Liquidated October 20, 2017

USCF SummerHaven Dynamic Commodity Strategy No K-1 Fund ("SDCI")

Fund launched May 2018

USCF Mutual Funds Trust ("Mutual Funds Trust")

Organized as a Delaware statutory trust in July 2016  

USCF Commodity StrategyMidstream Energy Income Fund ("USCFX" and "USCIX"UMI")

Fund launched March 2017; Liquidated March 21, 2019

2021

 

All USCF funds and the Trusts' funds are collectively referred to as the “Funds” hereafter.

 

Wainwright’s revenue and expenses are primarily driven by the amount of AUM. Wainwright earns monthly management and advisory fees based on agreements with each Fund as determined by the contractual basis point management fee structure in each agreement multiplied by the average AUM over the given period. Many of the company’s expenses are dependent upon the amount of AUM. These variable expenses include Fund administration, custody, accounting, transfer agency, marketing and distribution, and sub-adviser fees and are primarily determined by multiplying contractual fee rates by AUM. Total Operating Expenses are grouped into the following financial statement line items: General and Administrative, Marketing, Operations and Salaries and Compensation.

 

2729

 

For the Three Months Ended March 31, 2020,2021, Compared to the Three Months Ended March 31, 20192020

 

Revenue

 

Average AUM for the three months ended March 31, 20202021 was at $2.3$4.8 billion, as compared to approximately $2.6$2.3 billion from the three months ended March 31, 20192020 primarily due to a decreasean increase in USO, USCIBNO and UNGUSL AUM. As a result, the revenues from management and advisory fees decreasedincreased by approximately $0.6$3.0 million, or 16%101%, to $3.0$6.0 million for the three months ended March 31, 20202021 as compared to the three months ended March 31, 20192020 where revenues from management and advisory fees totaled $3.6$3.0 million.

 

Expenses

 

Wainwright’s total operating expenses for three months ended March 31, 2020 decreased2021 increased by $0.4$0.3 million to $3.0$3.4 million, or approximately 10%12%, from $3.4$3.1 million for the three months ended March 31, 2019.2020. Variable expenses, as described above, decreasedincreased by $0.4 million over the respective three-month period due to lowerhigher AUM which reducedincreased variable marketing and distribution expenses, sub-advisory feesfund accounting and administration expenses, and other variable costs. General and Administrativeadministrative ("G&A") expenses, excluding new fund development cost, were remained at $0.6 million and $0.4 million for the three months ended March 31, 20202021 and March 31, 2019, respectively. Expenses increased due to decreases2020. G&A expenses had increases in legal and professional fees related to moving tofund expense waivers as a new fund custodian, accounting and administrative bankresult of higher AUM during the quarter.quarter but were offset with lower T&E expenses. Total marketing expenses decreasedincreased $0.1 million to $0.5$0.6 million for the three months ended March 31, 20202021 as compared to the prior year period due to a decrease in marketing conference spend along with a small reductionan increase in variable distribution costs as a result of lower AUM.higher AUM as mentioned above, partially offset by decreases in advertising and marketing conference spend. Employee Salariessalaries and Compensationbenefit compensation expenses were approximately $1.2 million and $1.1 million for theboth three monthsmonth periods ended March 31, 20202021 and  March 31, 2019, respectively, with the increase2020. Operations expenses increased by $0.2 million due to employer 401K contributions.higher AUM.

 

Income

 

Income (loss) before income taxes for the three months ended March 31, 2020 decreased $0.32021 increased $2.7 million to a $2.6 million compared to ($0.1) million  loss compared to $0.2 million in income for three months ended March 31, 20192020 due to $0.6$3.0 million increase in lower revenue as a result of lowerhigher AUM, offset by a $0.4$0.3 million reductionincrease in operating expenses.expenses

 

For the Nine Months Ended March 31, 20202021, Compared to the Nine Months Ended March 31, 20192020

 

Revenue

 

Average AUM for the nine months ended March 31, 20202021 was at $2.2$5.1 billion, as compared to approximately $2.8$2.2 billion from the nine months ended March 31, 20192020 primarily due to a decreasean increase in USO, USCIBNO and UNGUSL AUM. As a result, the revenues from management and advisory fees decreasedincreased by approximately $2.8$10.3 million, or 24%116%, to $8.9$19.2 million for the nine months ended March 31, 20202021 as compared to the nine months ended March 31, 20192020 where revenues from management and advisory fees totaled $11.7$8.9 million.

 

Expenses

 

Wainwright’s total operating expenses for the nine months ended March 31, 2020 decreased2021 increased by $2$2.4 million to $8.7$11.1 million, or approximately 19%28%, from $10.7$8.7 million for the nine months ended March 31, 2019.2020. Variable expenses, as described above, decreasedincreased by $1.5$1.2 million over the respective nine-monthnine-month period due to lowerhigher AUM which reducedincreased variable marketing and distribution expenses, sub-advisory feesfund accounting and administration expenses, and other variable costs. Generalcosts, and Administrativepartially offset by a reduction in sub-advisory fees. G&A expenses, excluding new fund development cost, were $1.4$2.4 million and $1.5 million for the nine months ended March 31, 2020  and March 31, 2019, respectively. Total marketing expenses decreased $0.6 million to $1.4 million for the nine months ended March 31, 2021 and March 31, 2020, respectively. G&A, excluding fund development costs, expenses increased $1.0 million due to increases in legal and professional fees as well as increases in fund expense waivers as a result of higher AUM during the quarter. Total marketing expenses increased $0.6 million to $1.9 million for the nine months ended March 31, 2021 as compared to the prior year period due to a decrease of $0.3 million in advertising and marketing conference spend along with a $0.2 million reductionan increase in variable distribution costs as a result of lower AUM.higher AUM as mentioned above, partially offset by decreases in advertising and marketing conference spend. Employee Salariessalaries and Compensationbenefit compensation expenses were approximately $3.3$3.9 million and $3.5$3.3 million for the nine months ended March 31, 2021 and March 31, 2020, and March 31, 2019, respectively with the decrease due to no bonuses for 2019.earned in 2021 and none in 2020. Operations expenses increased by $0.3 million due to higher AUM and new fund development costs decreased $0.1 million in the current quarter compared to the prior year quarter.

30

 

Income

 

Income before income taxes for the nine months ended March 31, 2020 decreased $0.62021 increased $7.9 million to a $8.1 million compared to $0.2 million from $0.8 million for nine months ended March 31, 20192020 due to $2.8a $10.3 million increase in lower revenue as a result of lowerhigher AUM, offset by a $2$2.4 million reductionincrease in operating expenses along with a decrease of $0.2 million in other expenses.

 

28

Food Products - Gourmet Foods, Ltd.

 

Gourmet Foods Limited (“Gourmet Foods”), was organized in its current form in 2005 (previously known as Pats Pantry Ltd). Pats Pantry was founded in 1966 to produce and sell wholesale bakery products, meat pies and patisserie cakes and slices, in New Zealand. Gourmet Foods, located in Tauranga, New Zealand, sells substantially all of its goods to supermarkets and service station chains with stores located throughout New Zealand. Gourmet Foods also has a large number of smaller independent lunch bars, cafes and corner dairies among the customer list, however they comprise a relatively insignificant dollar volume in comparison to the primary accounts of large distributors and retailers. On July 1, 2020, Gourmet Foods acquired the New Zealand company, Printstock Products Limited ("Printstock"). Located in nearby Napier, New Zealand, Printstock prints wrappers for food products, including those used by Gourmet Foods. Printstock is a wholly-owned subsidiary of Gourmet Foods and its operating results are consolidated with those of Gourmet Foods from July 1, 2020 onwards.

 

Gourmet Foods operates exclusively in New Zealand and thus the New Zealand dollar is its functional currency. In order to consolidate Concierge’s reporting currency, the US dollar, with that of Gourmet Foods, Concierge records foreign currency translation adjustments and transaction gains and losses in accordance with ASC 830-30. The translation of New Zealand currency into U.S. dollars is performed for balance sheet accounts using the exchange rates in effect at the balance sheet date and for revenue and expense accounts using a weighted average exchange rate during the period. Gains and losses resulting from foreign currency translations are included in foreign currency translation (loss) gain on the Condensed Consolidated Statements of Comprehensive Income as well as accumulated other comprehensive (loss) income found on the Condensed Consolidated Balance Sheets.

 

For the Three Months Ended March 31, 2020,2021, Compared to the Three Months Ended March 31, 20192020

 

Revenue

 

Net revenues for the three months ended March 31, 20202021 were $1.3$2.0 million with cost of goods sold of $0.9$1.4 million resulting in a gross profit of $0.4$0.6 million, or approximately 31%30% gross margin, as compared to the yearthree month period ended March 31, 20192020 where net revenues were $1.1$1.3 million and cost of goods sold were $0.7$0.9 million producing a gross profit of $0.4 million, or approximately 28%31%. The increase in revenues is attributed to the acquisition of Printstock which contributed $1.1 million during the three month period ended March 31, 2021 and no contributing revenues for the three months ended March 31, 2020.

 

Expenses

 

General, administrative and selling expenses, including wages and marketing, for the three month periods ended March 31, 20202021 and 20192020 were $0.2$0.3 million and $0.2 million producing operating income of $0.2$0.3 million and $0.1$0.2 million, respectively, or approximately 12%13% net operating profit for the three months ended March 31, 20202021 and 12% for the three months ended March 31, 2019.2020. The depreciation expense provision for income tax, and other income (expense) totaled approximately $0.1 million for the three months ended March 31, 20202021 as compared to $0.1 million for the three months ended March 31, 2019.2020. 

 

Income

 

Income for the three months ended March 31, 2020,2021, after expenses of approximately $0.3 million, resulted in an income of approximately $105$203 thousand before income tax provision of approximately $14$48 thousand resulted in a net income of approximately $92$124 thousand as compared to a net income of $64$92 thousand for the three months ended March 31, 2019. Overall, net profit margins for2020. The increase in revenues and operating expenses during the comparative periodscurrent quarter are consistentattributable to the acquisition of Printstock and differences are attributed to depreciation expense, varying income tax provisions and the fluctuation of currency exchange rates with the New Zealand dollar.its operating results. 

 

For the Nine Months Ended March 31, 20202021, Compared to the Nine Months Ended March 31, 20192020

 

Revenue

 

Net revenues for the nine months ended March 31, 20202021 were $3.8$6.2 million with cost of goods sold of $2.7$4.4 million resulting in a gross profit of $1.8 million, or approximately 29% gross margin, as compared to the nine month period ended March 31, 2020 where net revenues were $3.8 million and cost of goods sold were $2.7 million producing a gross profit of $1.1 million, or approximately 30% gross margin, as compared. The increase in revenues is attributed to the yearacquisition of Printstock which contributed $2.7 million during the nine month period ended March 31, 2019 where net2021 and no contributing revenues were $3.5 million and costfor the nine months ended March 31, 2020.

31

 

Expenses

 

General, administrative and selling expenses, including wages and marketing, for the nine month periods ended March 31, 2021 and 2020 and 2019were $0.6$1.0 million and $0.6 million producing operating income of $0.5$0.8 million and $0.4$0.5 million, respectively, or approximately 14%13% net operating profit for the nine months ended March 31, 20202021 and 10%14% for the nine months ended March 31, 2019.2020. The depreciation expense provision for income tax, and other income (expense) totaled approximately $0.2 million for the nine months ended March 31, 20202021 as compared to $0.2 million for the nine months ended March 31, 2019.2020. 

 

Income

 

Income for the nine months ended March 31, 2020,2021, after expenses of approximately $0.8$1.2 million, resulted in an income of approximately $0.4 million$637 thousand before income tax provision of approximately $43$153 thousand resulted in a net income of approximately $349$484 thousand as compared to a net income of $106$349 thousand for the nine months ended March 31, 2019. Overall,2020. The increase in revenues and operating expenses during the current quarter are attributable to the acquisition of Printstock and its operating results. Contributing to the lower net profit marginsincome percentage for the comparative periods are consistent and differences are attributed to depreciation expense, varying income tax provisions andnine months were the fluctuationexpenses associated with the acquisition of currency exchange rates withPrintstock as well as the continuing negative effects of the COVID-19 pandemic on the New Zealand dollar.economy in general.

 

29

Security Systems - Brigadier Security Systems (2000) Ltd.

 

Brigadier Security Systems, (2000) Ltd. (“Brigadier”) was founded in 1985, and through internal growth and acquisitionsis a leading electronic security company in the core businessprovince of Saskatchewan.  Brigadier beganSecurity Systems has offices located in 1998. Today Brigadier is one of the largest SecurTek security monitoring dealers in Saskatchewan with offices in both major urban areas of Regina (dbaSaskatchewan, Brigadier Security in Saskatoon, and operating as Elite Security Systems (2005) Ltd.) and Saskatoon. SecurTek is owned by SaskTel which is Saskatchewan's leading Information and Communications Technology (ICT) provider within Regina. The company has a combined industry experience of over 1.4 million customer connections across Canada. Brigadier is also a Honeywell Certified Access Control Integrator, Kantech Corporate Certified Integrator and UTC Authorized dealer and the largest independent security contractor in the province.135 years. Brigadier provides comprehensive security solutions including access control, camera systems, fire alarm monitoring panels, and intrusion alarms to home and business owners as well as government offices, schools, and public buildings. Brigadier typically sells hardware, installationTheir experience as the provider of choice on many large notable sites shows a commitment to design, service and support.   Brigadier specializes, and is certified, in several major manufacturers’ products: Honeywell Security, Panasonic, Avigilon and JCI/DSC/Kantech security products. The company and staff are recognized for dedication to customer service with annual awards from SecurTek including being recipients of the Customer Retention, Service Excellence, and overall best dealer with the President’s Award.  The company demonstrates a monitoring contractcommitment to customers.delivering outstanding quality to customers by the notable facilities, businesses, and homes they secure.

Brigadier Security Systems is an authorized SecurTek dealer. SecurTek is owned by SaskTel which is Saskatchewan's leading Information and Communications Technology (ICT) provider with over 1.4 million customer connections across Canada. Under the terms of its authorized dealer contract with the monitoring company, Brigadier earns monthly payments during the term of the monitoring contract in exchange for performance of customer service activities on behalf of the monitoring company.

 

Brigadier operates exclusively in Canada and thus the Canadian dollar is its functional currency. In order to consolidate Concierge’s reporting currency, the U.S. dollar, with that of Brigadier, Concierge records foreign currency translation adjustments and transaction gains and losses in accordance with ASC 830-30. The translation of Canadian currency into U.S. dollars is performed for balance sheet accounts using the exchange rates in effect at the balance sheet date and for revenue and expense accounts using a weighted average exchange rate during the period.

 

Gains and losses resulting from foreign currency translations are included in foreign currency translation (loss) gain on the Condensed Consolidated Statements of Comprehensive Income as well as accumulated other comprehensive (loss) income found on the Condensed Consolidated Balance Sheets.

 

For the Three Months Ended March 31, 20202021 Compared to the Three Months EndedMarch 31, 20192020

 

Revenue

 

Net revenues for the three months ended March 31, 20202021 were $0.6$0.7 million with cost of goods sold recorded as approximately $0.3$0.4 million, resulting in a gross profit of approximately $0.3 million with a gross margin of approximately 54%49% as compared to the three months ended March 31, 20192020 where net revenues were approximately $0.8$0.6 million with cost of goods sold of $0.4$0.3 million and a gross profit of $0.4$0.3 million, or approximately 45%54%. The decline in revenues is a direct result of the negative effects of the COVID-19 pandemic on the Company's ability to perform installation services at residential locations. Management believes that this is business deferred rather than lost, and expects that the eventual resolution of the pandemic will restore operations to their prior, or better, levels.

 

Expenses

 

General, administrative and selling expenses for the three months ended March 31, 20202021 were $0.3 million producing an operating profit of $0.1 million or approximately 10%11% as compared to the three months ended March 31, 20192020 where operating profits were $0.1 million, or approximately 13%, with general, administrative and selling expenses of $0.3 million.

 

Income

 

Other expenseexpenses comprised of depreciation, income tax, interest income, other income and gain on sale of assets(expense) totaled approximately $17($19) thousand for the three months ended March 31, 20202021 resulting in income after income taxes of approximately $41$58 thousand as compared to income after income taxes of approximately $78$41 thousand for the three months ended March 31, 20192020 where other expense totaled $28approximately ($17) thousand.

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For the Nine Months Ended March 31, 20202021 Compared to the Nine Months EndedMarch 31, 20192020

 

Revenue

 

Net revenues for the nine months ended March 31, 20202021 were $2.1$2.0 million with cost of goods sold recorded as approximately $1.0 million, resulting in a gross profit of approximately $1.1$1.0 million with a gross margin of approximately 53%51% as compared to the nine months ended March 31, 20192020 where net revenues were approximately $2.4$2.1 million with cost of goods sold of $1.3$1.0 million and a gross profit of $1.1 million, or approximately 45%53%. The decline in revenues is a direct result of the negative effects of the COVID-19 pandemic on the Company's ability to perform installation services at residential locations. Management believes that this is business deferred rather than lost, and expects that the eventual resolution of the pandemic will restore operations to their prior, or better, levels.

 

Expenses

 

General, administrative and selling expenses for the nine months ended March 31, 20202021 were $0.8 million producing an operating profit of $0.2 million or approximately 12% as compared to the nine months ended March 31, 2020 where operating profits were $0.3 million, or approximately 14% as compared to the nine months ended March 31, 2019 where operating profits were $0.4 million, or approximately 16%, with general, administrative and selling expenses of $0.7$0.8 million.

 

Income

 

Other expenseincome (expense) comprised of depreciation, income tax, interest income, other income (expense) including taxable government subsidies due to COVID-19 of approximately $150 thousand, impairment to inventory value, and gain on sale of assets totaled approximately $82$19 thousand for the nine months ended March 31, 20202021 resulting in income after income taxes of approximately $209$260 thousand as compared to income after income taxes of approximately $273$209 thousand for the nine months ended March 31, 20192020 where other expense totaled $97approximately ($82) thousand.

 

30

Beauty Products - Original Sprout 

 

Kahnalytics was founded in 2015 and adopted the dba/Original Sprout in December 2017. Original Sprout formulates and packages various hair and skin care products that are 100% vegan, tested safe and non-toxic, and marketed globally through distribution networks to salons, resorts, grocery stores, health food stores, e-tail sites and on the company's website. The company operates from warehouse and sales offices located in San Clemente, CA, USA. As a result of the ongoing COVID-19 pandemic, Original Sprout has made adjustments to its primary channels to market. Prior to the pandemic Original Sprout relied heavily upon its wholesale distribution network to place products at retail locations and generally to make products available to consumers, whereas in the current environment of social distancing and closures of retail businesses the company found a significant drop in sales volumes as consumers avoided traditional sales outlets. In response to this trend, Original Sprout has established new sales channels with online retailers and also encouraged those national retail chains who stock the product to also make it available at online shopping carts. The positive effects of this transition are now being realized while at the same time the negative effects of the pandemic on the wholesale distribution business continues to increase. The result is that sales overall have been relatively stable during the pandemic, though derived from different sources. Contributing to lower profit margins and higher expenses during the current fiscal year are the costs of relocating to a larger facility during December and January, the disposal of obsolete product, the transition to new packaging and new product development. 

 

For the Three Months Ended March 31, 20202021 Compared to the Three Months Ended March 31, 20192020

 

Revenue

 

Net revenues for the three months ended March 31, 20202021 were $1.1$0.8 million as compared to $0.7$1.1 million for the three months ended March 31, 2019.2020. Cost of goods sold for the three months ended March 31, 2021 and 2020 and 2019were $0.6$0.5 million and $0.4$0.6 million, respectively, resulting in a gross profit of approximately $0.3 million and $0.5 million, respectively. The decrease in revenues are attributed to a decline in wholesale and $0.3 million, respectively.retail distribution in response to the changing shopping habits of consumers, which were likely brought about due to restrictions imposed by the ongoing COVID-19 control efforts both domestically and internationally. 

 

Expenses

 

General, administrative and selling expenses were approximately $0.3$0.4 million resulting in an operating incomeloss of approximately $184($74) thousand, or approximately 17%, as compared to $0.2$0.3 million of general, administrative and selling expenses resulting in $116operating income of $184 thousand for the three months ended March 31, 2019,2020, or approximately 16%17%. The higher operating expenses during the current quarter where primarily attributed to the cost of relocating facilities.

Income (Loss)

After consideration given to income tax provision, other income (expense), and depreciation expense, the net loss for the three months ended March 31, 2021 was approximately ($120) thousand as compared to 131 thousand net income from the prior year comparable period. The net loss was due, in part, to the expenses associated with the relocation of the warehouse and office facilities during the current quarter coupled with the disposal of obsolete packaging and component parts inventories.

For the Nine Months Ended March 31, 2021 Compared to the Nine Months Ended March 31, 2020

Revenue

Net revenues for the nine months ended March 31, 2021 were $2.8 million as compared to $2.9 million for the nine months ended March 31, 2020. Cost of goods sold for the nine months ended March 31, 2021 and 2020 were $1.7 million and $1.6 million, respectively, resulting in a gross profit of approximately $1.1 million and $1.3 million, respectively.

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Expenses

General, administrative and selling expenses were approximately $1.1 million resulting in an operating income of approximately $35 thousand, or approximately 1%, as compared to $0.9 million of general, administrative and selling expenses resulting in operating income of $0.4 million for the nine months ended March 31, 2020, or approximately 13%.

 

Income (Loss)

 

After consideration given to income tax provision, other income (expense), and depreciation expense, the net incomeloss for the threenine months ended March 31, 20202021 was approximately $131($116) thousand as compared to $46$154 thousand net income from the prior year comparable period. The decline in net income is primarily attributed to the expense associated with the relocation of the warehouse and office facilities during the current quarter.

 

For the Nine Months Ended March 31, 2020 Compared to the Nine Months Ended March 31, 2019

Revenue

Net revenues for the nine months ended March 31, 2020 were $2.9 million as compared to $2.5 million for the nine months ended March 31, 2019. Cost of goods sold for the nine months ended March 31, 2020 and 2019 were $1.6 million and $1.4 million, respectively, resulting in a gross profit of approximately $1.3 million and $1.1 million, respectively.

Expenses

General, administrative and selling expenses were approximately $0.9 million resulting in an operating income of approximately $0.4 million, or approximately 13%, as compared to $0.6 million of general, administrative and selling expenses resulting in $0.5 million for the nine months ended March 31, 2019, or approximately 18%.

Income

After consideration given to income tax provision, other income, and depreciation expense, the net income for the nine months ended March 31, 2020 was approximately $154 thousand as compared to $253 thousand from the prior year comparable period. 

31

 

Plan of Operation for the Next Twelve Months

 

Our plan of operation for the next twelve months is to apply necessary resources, which may include experienced personnel, cash, or synergistic acquisitions made with cash, equity or debt, into growing each of our business units to their potential. Original Sprout is in the initial stages of transitioning from a largely boutique offering distributed through specialty wholesalers to a more mainstream product available at traditional outlets and online and as such we anticipate measurable growth in revenues for the coming years.years, though there may be one-time initial expenses associated with the launch of new sales channels. Additionally, we are expecting moderate growth in Brigadier through focused management initiatives and consolidation within the security industry coupled with expanded product offerings. Similarly, we expect Gourmet Foods to be operating more efficiently under current management and continue to increase market share through additional product offerings and channels to market, including distribution in New Zealandthe printing and sale of the products from Original Sprout.food wrappers by their newly acquired subsidiary, Printstock. Wainwright will continue to develop innovative and new fund products to grow its portfolio. In addition to our long-term mission that is an acquisition strategy based upon identifying and acquiring profitable, mature, companies of a diverse nature and with in-place management that produces increased revenue streams, the Company is also focused upon building expertise and developing Fintech opportunities in the financial services sector.sector through its development stage subsidiary Marygold and Co. In a more general sense, the Company is characterizing its business in two categories;categories: 1) financial services and 2) other operating units. The purpose is to isolate the cyclical nature of the financial services business from our other industry segments. As revenues from financial services fluctuate over time due to varying performance of the commodities markets, our other operations are expected to be stable and sustainable by comparison. By these initiatives we seek to:

 

 

continue to gain market share for our wholly-owned subsidiaries’ areas of operation,

 

increase our gross revenues and realize net operating profits,

 

lower our operating costs by unburdening certain selling expenses to third party distributors,

 

have sufficient cash reserves to pay down accrued expenses and losses,

 

attract parties who have an interest in selling their privately held companies to us,

 

achieve efficiencies in accounting and reporting through adoption of standards used by all subsidiaries on a consistent basis,

 

strategically pursue additional company acquisitions, and

 

explore opportunities as may present themselves in the Fintech space, including the launch of services by Marygold and Marygold Advisory Services, and the creation of new corporate entities such as Marygold as focused subsidiary holdings.

 

Liquidity and Capital Resources 

 

Concierge is a holding company that conducts its operations through its subsidiaries. At its holding-company level, its liquidity needs relate to operational expense, the funding of additional business acquisitions and new investment opportunities. Our operating subsidiaries' principal liquidity requirements arise from cash used in operating activities, debt service, and capital expenditures, including purchases of equipment and services, operating costs and expenses, and income taxes.

 

As of March 31, 2020,2021, we had $6.0$14.3 million of cash and cash equivalents on a consolidated basis as compared to $6.5$9.8 million as of June 30, 20192020.


 

During the current and past five fiscal years combined, Concierge has invested approximately $3.5$8.2 million in cash towards purchasing and assimilating Gourmet Foods and its Printstock subsidiary, Brigadier Security Systems and the Original Sprout assets into the Concierge Technologies group of companies. During the previous years ended June 30, 2016 through June 30, 2017, Concierge invested approximately $3.3 million in cash to acquire Gourmet Foods and Brigadier Security Systemscompanies as well as the acquisition through a stock-for-stock exchange of Wainwright, which provides a significant revenue stream and value. DuringWe have also invested approximately $1.1 million in the current nine month period ended March 31, 2020 we have invested cash and resources to the formationdevelopment of Fintech applications through our wholly-ownednewly organized subsidiary, Marygold & Co., and its product development.Marygold. Despite these cash investments, our working capital position remains strong at approximately $11.9$19 million and our position has strengthened year-to-year. Management forecasts Wainwright, Gourmet Foods, Brigadier and Original Sprout to all produce a profit during the coming fiscal year and the realization of those profits by Concierge is not expected to be significantly impacted by foreign currency fluctuations against the U.S. dollar during the period. While Concierge intends to maintain and improve its revenue stream from wholly owned subsidiaries, Concierge continues to pursue acquisitions of other profitable companies which meet its target profile. Provided Concierge’s subsidiaries continue to operate as they are presently, and are projected to operate, Concierge has sufficient capital to pay its operatinggeneral and administrative expenses for the coming fiscal year and to adequately pursue its long term business objectives.

In relation to However, given the adoptionsignificant economic and financial market disruptions associated with the COVID-19 pandemic, the Company’s results of ASC 842 (see Note 2), the Company recognized $1,150,916 of operating lease liabilities on July 1, 2019. The total amount due under these obligations was $847,203 and $0 as of March 31, 2020 and June 30, 2019, respectively. The obligations will amortize over the passage of time through the recognition of periodic rent expense. See Note 6 for further analysis of this obligation.operations could be adversely impacted.


 

Borrowings

 

As of March 31, 2020,2021, we had $1.0 million of related-party and third-party indebtedness on a consolidated basis as compared to $0.7$1.0 million as of June 30, 2019.2020. Approximately US$361,149392,949 is owed by Brigadier and secured with the land and building in Saskatoon purchased in July 2019. The initial principal balance was CD$525,000 (approximately US$401,000 translated as of the loan date July 1, 2019) with an annual interest rate of 4.14% maturing June 30, 2024. The short-term portion of principal for this loan due within 12 months as of March 31, 2021 is CD$18,526 (approximately US$14,727) and the long term principal amount due is CD$475,787 (approximately US$378,222). Interest on the loan is expensed or accrued as it becomes due. Interest expense on the loan for the three months ended March 31, 2021 and 2020 was US$4,001 and US$3,926, respectively, and for the nine months ended March 31, 2021 and 2020, was US$11,981 and $12,173, respectively. Concierge, without inclusion of its subsidiary companies, as of March 31, 20202021 and June 30, 2019,2020, had $0.6 million of related-party indebtedness. We are not required to make interest payments on our related party notes until the maturity date.

 

Current related party notes payable consist of the following:

 

  March 31,  June 30, 
  2020  2019 

Notes payable to shareholder, interest rate of 8%, unsecured and payable on December 31, 2012 (past due)

  3,500   3,500 

Notes payable to shareholder, interest rate of 4%, unsecured and payable on May 25, 2022

  250,000   250,000 

Notes payable to shareholder, interest rate of 4%, unsecured and payable on April 8, 2022

  350,000   350,000 
  $603,500  $603,500 

As of March 31, 2020, Brigadier had an outstanding principal balance of CD$512,138 (approx. US$361,150 translated as of March 31, 2020) related to the purchase of their Saskatoon office land and building. The Consolidated Balance Sheets as of March 31, 2020 and June 30, 2019 reflect the amount of the principal balance which is due within twelve months as a current liability of US$12,536 and a long term liability of US$348,614. As of June 30, 2019, the loan liability consisted of principal balances outstanding for vehicle purchases. The principal amounts under the loans which were due within twelve months were recorded in short term liabilities as US$26,241, and after twelve months as US$61,057. These loans were paid in full as of March 31, 2020, whereas there was no liability for the loan related to the property purchase as of June 30, 2019. Total interest on vehicle loans for the three and nine months ended March 31, 2020 was zero and US$753, respectively, as compared to the three and nine months ended March 31, 2019 of US$1,077 and US$4,209, respectively. Interest on the mortgage loan for the three and nine months ended March 31, 2020 was US$3,926 and US$12,173, respectively, with no mortgage interest being due prior to July 1, 2019.

  

March 31,

  

June 30,

 
  

2021

  

2020

 

Notes payable to shareholder, interest rate of 8%, unsecured and payable on December 31, 2012 (past due)

 $3,500  $3,500 

Notes payable to shareholder, interest rate of 4%, unsecured and payable on May 25, 2022

  250,000   250,000 

Notes payable to shareholder, interest rate of 4%, unsecured and payable on April 8, 2022

  350,000   350,000 
  $603,500  $603,500 

 

Investments

 

Wainwright, from time to time, provides initial investments in the creation of ETF funds that Wainwright manages. Wainwright classifies these investments as current assets as these investments are generally sold within one year from the balance sheet date. As of March 31, 20202021 and June 30, 20192020 we have no such investments. These investments are described further in Note 7 to our Financial Statements.of the accompanying financial statements.

 

Dividends

 

Our strategy on dividends is to declare and pay dividends only from retained earnings and only when our Board of Directors deems it prudent and in the best interests of the companyCompany to declare and pay dividends. We have paid no dividends and we do not expect to pay any dividends over the next fiscal year.

Item 3.Quantitative and Qualitative Disclosures about Market Risk.

Quantitative and Qualitative Disclosures about Market Risk.

 

Concierge is a smaller reporting company and is not required to provide the information required by this item.

Item 4.Controls and Procedures

Controls and Procedures

 

Disclosure Controls and Procedures

 

Concierge maintains disclosure controls and procedures that are designed to provide reasonable assurances that the information required to be disclosed in Concierge’s periodic reports filed or submitted under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time period specified in the SEC’s rules and forms.

 

The duly appointed officers of Concierge, including its chief executive officer and chief financial officer, who perform functions equivalent to those of a principal executive officer and principal financial officer of Concierge, if Concierge had any officers, have evaluated the effectiveness of Concierge’s disclosure controls and procedures and have concluded that the disclosure controls and procedures of Concierge have beenwere effective as of the end of the period covered by this quarterly report on Form 10-Q.

 

Change in Internal Control Over Financial Reporting

 

There were no significant changes in the Company's internal control over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect our internal controls over financial reporting.

 


 

PART II - OTHER INFORMATION

 

Item 1.

Legal Proceedings

 

None.From time to time, the Company and its subsidiaries may be involved in legal proceedings arising primarily from the ordinary course of their respective businesses. Except as described below there are no pending legal proceedings against the Company. USCF, is an indirect wholly owned subsidiary of the Company.  USCF, as the general partner of USO and the general partner and sponsor of the related public funds may, from time to time, be involved in litigation arising out of its operations in the ordinary course of business. Except as described herein, USO and USCF are not currently party to any material legal proceedings.

 

SEC and CFTC Wells Notices

On August 17, 2020, USCF, USO, and John Love received a “Wells Notice” from the staff of the SEC (the “SEC Wells Notice”). The SEC Wells Notice relates to USO's disclosures in late April and early May regarding constraints imposed on USO's ability to invest in Oil Futures Contracts. The SEC Wells Notice states that the SEC staff has made a preliminary determination to recommend that the SEC file an enforcement action against USCF, USO, and Mr. Love alleging violations of Sections 17(a)(1) and 17(a)(3) of the 1933 Act and Section 10(b) of the 1934 Act and Rule 10b-5 thereunder, in each case with respect to its disclosures and USO’s actions.

On August 19, 2020, USCF, USO, and Mr. Love received a Wells Notice from the staff of the CFTC (the “CFTC Wells Notice”). The CFTC Wells Notice states that the CFTC staff has made a preliminary determination to recommend that the CFTC file an enforcement action against USCF, USO, and Mr. Love alleging violations of Sections 4o(1)(A) and (B) and 6(c)(1) of the CEA, 7 U.S.C. §§ 6o(1)(A), (B), 9(1) (2018), and CFTC Regulations 4.26, 4.41, and 180.1(a), 17 C.F.R. §§ 4.26, 4.41, 180.1(a) (2019), in each case with respect to its disclosures and USO’s actions.

A Wells Notice is neither a formal charge of wrongdoing nor a final determination that the recipient has violated any law. USCF, USO, and Mr. Love maintain that USO’s disclosures and their actions were appropriate. They intend to vigorously contest the allegations made by the SEC staff in the SEC Wells Notice and the CFTC staff in the CFTC Wells Notice.

In re: United States Oil Fund, LP Securities Litigation

On June 19, 2020, USCF, USO, John P. Love, and Stuart P. Crumbaugh were named as defendants in a putative class action filed by purported shareholder Robert Lucas (the “Lucas Class Action”).  The Court thereafter consolidated the Lucas Class Action with two related putative class actions filed on July 31, 2020 and August 13, 2020, and appointed a lead plaintiff.  The consolidated class action is pending in the U.S. District Court for the Southern District of New York under the caption In re: United States Oil Fund, LP Securities Litigation, Civil Action No. 1:20-cv-04740.

On November 30, 2020, the lead plaintiff filed an amended complaint (the “Amended Lucas Class Complaint”). The Amended Lucas Class Complaint asserts claims under the 1933 Act, the 1934 Act, and Rule 10b-5.  The Amended Lucas Class Complaint challenges statements in registration statements that became effective on February 25, 2020 and March 23, 2020 as well as subsequent public statements through April 2020 concerning certain extraordinary market conditions and the attendant risks that caused the demand for oil to fall precipitously, including the COVID-19 global pandemic and the Saudi Arabia-Russia oil price war.  The Amended Lucas Class Complaint purports to have been brought by an investor in USO on behalf of a class of similarly-situated shareholders who purchased USO securities between February 25, 2020 and April 28, 2020 and pursuant to the challenged registration statements.  The Amended Lucas Class Complaint seeks to certify a class and to award the class compensatory damages at an amount to be determined at trial as well as costs and attorney’s fees.  The Amended Lucas Class Complaint named as defendants USCF, USO, John P. Love, Stuart P. Crumbaugh, Nicholas D. Gerber, Andrew F Ngim, Robert L. Nguyen, Peter M. Robinson, Gordon L. Ellis, and Malcolm R. Fobes III, as well as the marketing agent, ALPS Distributors, Inc., and the Authorized Participants: ABN Amro, BNP Paribas Securities Corporation, Citadel Securities LLC, Citigroup Global Markets, Inc., Credit Suisse Securities USA LLC, Deutsche Bank Securities Inc., Goldman Sachs & Company, J.P. Morgan Securities Inc., Merrill Lynch Professional Clearing Corporation, Morgan Stanley & Company Inc., Nomura Securities International Inc., RBC Capital Markets LLC, SG Americas Securities LLC, UBS Securities LLC, and Virtu Financial BD LLC. 

The lead plaintiff has filed a notice of voluntary dismissal of its claims against BNP Paribas Securities Corporation, Citadel Securities LLC, Citigroup Global Markets Inc., Credit Suisse Securities USA LLC, Deutsche Bank Securities Inc., Morgan Stanley & Company, Inc., Nomura Securities International, Inc., RBC Capital Markets, LLC, SG Americas Securities LLC, and UBS Securities LLC. 

USCF, USO, and the individual defendants in In re: United States Oil Fund, LP Securities Litigation intend to vigorously contest such claims and has moved for their dismissal.

Mehan Action

On August 10, 2020, purported shareholder Darshan Mehan filed a derivative action on behalf of nominal defendant USO, against defendants USCF, John P. Love, Stuart P. Crumbaugh, Nicholas D. Gerber, Andrew F Ngim, Robert L. Nguyen, Peter M. Robinson, Gordon L. Ellis, and Malcolm R. Fobes, III (the “Mehan Action”). The action is pending in the Superior Court of the State of California for the County of Alameda as Case No. RG20070732.

The Mehan Action alleges that the defendants breached their fiduciary duties to USO and failed to act in good faith in connection with a March 19, 2020 registration statement and offering and disclosures regarding certain extraordinary market conditions that caused demand for oil to fall precipitously, including the COVID-19 global pandemic and the Saudi Arabia-Russia oil price war. The complaint seeks, on behalf of USO, compensatory damages, restitution, equitable relief, attorney’s fees, and costs. All proceedings in the Mehan Action are stayed pending disposition of the motion(s) to dismiss in In re: United States Oil Fund, LP Securities Litigation.

USCF, USO, and the other defendants intend to vigorously contest such claims.

In re United States Oil Fund, LP Derivative Litigation

On August 27, 2020, purported shareholders Michael Cantrell and AML Pharm. Inc. DBA Golden International filed two separate derivative actions on behalf of nominal defendant USO, against defendants USCF, John P. Love, Stuart P. Crumbaugh, Andrew F Ngim, Gordon L. Ellis, Malcolm R. Fobes, III, Nicholas D. Gerber, Robert L. Nguyen, and Peter M. Robinson in the U.S. District Court for the Southern District of New York at Civil Action No. 1:20-cv-06974 (the “Cantrell Action”) and Civil Action No. 1:20-cv-06981 (the “AML Action”), respectively.

The complaints in the Cantrell and AML Actions are nearly identical. They each allege violations of Sections 10(b), 20(a) and 21D of the 1934 Act, Rule 10b-5 thereunder, and common law claims of breach of fiduciary duties, unjust enrichment, abuse of control, gross mismanagement, and waste of corporate assets. These allegations stem from USO’s disclosures and defendants’ alleged actions in light of the extraordinary market conditions in 2020 that caused demand for oil to fall precipitously, including the COVID-19 global pandemic and the Saudi Arabia-Russia oil price war. The complaints seek, on behalf of USO, compensatory damages, restitution, equitable relief, attorney’s fees, and costs. The plaintiffs in the Cantrell and AML Actions have marked their actions as related to the Lucas Class Action.

The Court entered and consolidated the Cantrell and AML Actions under the caption In re United States Oil Fund, LP Derivative Litigation, Civil Action No. 1:20-cv-06974 and appointed co-lead counsel. All proceedings in In re United States Oil Fund, LP Derivative Litigation are stayed pending disposition of the motion(s) to dismiss in In re: United States Oil Fund, LP Securities Litigation.

USCF, USO, and the other defendants intend to vigorously contest the claims in In re United States Oil Fund, LP Derivative Litigation.

Item 1A.

Risk Factors

 

Concierge and its subsidiaries (referred to herein as “we,” “us,” “our” or similar expressions) are subject to certain risks and uncertainties in its business operations. The risks and uncertaintiesIn addition to the other information set forth below and in this report, you should carefully consider the factors discussed in “Risk Factors” in the September 28, 2020 filing of our Annual Report on Form 10-K, filed September 30, 2019which could materially affect our business, financial condition and/or operating results. The risks described in our Annual Report are not the only risks we face. Thefacing our Company. Additional risks and uncertainties described below supplement,not currently known to us or the extent inconsistent, supersede those inthat we currently deem to be immaterial also may materially and adversely affect our above mentionedbusiness, financial condition and/or operating results.

There have been no material changes since our September 28, 2020 filing of our Annual Report on Form 10-K

COVID-19 Risk

An outbreak of infectious respiratory illness caused by a novel coronavirus known as COVID-19 was first detected in China in December 2019 and has now been detected globally. In Marchfor the fiscal year ended June 30, 2020 the World Health Organization declared the COVID-19 outbreak a pandemic. COVID-19 has resulted in numerous deaths, travel restrictions, closed international borders, enhanced health screenings at ports of entry and elsewhere, disruption of and delays in healthcare service preparation and delivery, prolonged quarantines and the imposition of both local and more widespread “work from home” measures, cancellations, supply chain disruptions, and lower consumer demand, as well as general concern and uncertainty. The ongoing spread of COVID-19 has had, and is expected to continue to have, a material adverse impact on local economies in the affected jurisdictions and also on the global economy, as cross border commercial activity and market sentiment are increasingly impacted by the outbreak and government and other measures seeking to contain its spread. The impact of COVID-19, and other infectious illness outbreaks that may arise in the future, could adversely affect individual issuers and capital markets in ways that cannot necessarily be foreseen. In addition, actions taken by government and quasi-governmental authorities and regulators throughout the world in response to the COVID-19 outbreak, including significant fiscal and monetary policy changes, may affect the value, volatility, pricing and liquidity of some investments or other assets, including those held by or investedrisk factors discussed in by the Company. Public health crises caused by the COVID-19 outbreak may exacerbate other pre-existing political, social and economic risks in certain countries or globally. The duration of the COVID-19 outbreak and its ultimate impact on the Company and, on the global economy, cannot be determined with certainty. The COVID-19 pandemic and its effects may last for an extended period of time, and could result in significant and continued declines in global financial markets, higher default rates, and a substantial economic downturn or recession. The foregoing could disrupt the operations of the Company's service providers, adversely affect the Company's stock price, and negatively impact the Company's performance and your investment in the Company. The extent to which COVID-19 will affect the Company and its’ service providers will depend on future developments, which are highly uncertain and cannot be predicted, including new information that may emerge concerning the severity of COVID-19 and the actions taken to contain COVID-19. Given the significant economic and financial market disruptions associated with the COVID-19 pandemic, the Company’s results of operations could be adversely impacted.

Additional risks and uncertainties that are presently unknown or are currently deemed immaterial may also impair our business operations.“Risk Factors”. These risk factors should be read in connection with the other information included in this quarterly report on Form 10-Q, including Management’s Discussion and Analysis of Financial Condition and Results of Operations and our financial statements and the related notes.

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

None. 

 

Item 3.

Defaults Upon Senior Securities

 

None.

 

Item 4.

Mine Safety Disclosures

 

Not applicable.

 

Item 5.

Other Information

 

None.

 


Item 6.

Exhibits

 

The following exhibits are filed or incorporated by reference as part of this Form 10-Q:

 

Exhibit

Number

Description of Document

2.1

Agreement for Sale and Purchase of a Business, dated May 29, 2015, by and between Gourmet Foods Ltd. and Concierge Technologies, Inc.3

2.2

Stock Purchase Agreement, dated May 27, 2016, by and among Concierge Technologies, Inc., Brigadier Security Systems (2000) Ltd., and the shareholders of Brigadier Security Systems (2000) Ltd.5

2.3

Stock Purchase Agreement, dated September 19, 2016 by and among Concierge Technologies, Inc., Wainwright Holdings, Inc. and Each of the Individuals and Entities Executing Signature Pages Attached Thereto6

2.4

Asset Purchase Agreement, dated June 24, 2019, by and between Concierge Technologies, Inc., through its wholly owned subsidiary Gourmet Foods Ltd. and RG & MK Wilson Limited.10

2.5

Termination of Asset Purchase Agreement, dated June 24, 2019, by and between Concierge Technologies, Inc., through its wholly owned subsidiary Gourmet Foods Ltd. and RG & MK Wilson Limited.11

3.1

Certificate of Designation (Series of Preferred Stock) filed with the Secretary of State of Nevada on September 23, 2010.2010 1.

3.2

Amended Articles of Incorporation of Concierge Technologies, Inc., a Nevada corporation, filed with the Secretary of State of Nevada on April 17, 2017.2017 72.

3.3

Amended Bylaws of Concierge Technologies, Inc. effective on March 20, 2017.7

10.1

Securities Purchase Agreement, dated January 26, 2015, by and among Concierge Technologies, Inc. and Purchasers.2017 2

10.2

Registration Rights Agreement, dated January 26, 2015, by and among Concierge Technologies, Inc. and Purchasers.2

10.3

Convertible Promissory Note, dated January 27, 2016, by and between Wainwright Holdings, Inc. and Concierge Technologies, Inc.4

10.4

Amended and Restated Asset Purchase Agreement, dated November 20, 2017, by and between The Original Sprout, LLC and each of the Individual Members of Original Sprout LLC and Kahnalytics, Inc.8

10.5Form of Agreement for Sale and Purchase of Shares and Current Account Graham Eric Eagle, Linda Janice Eagle, and Stephen Peter Lunn as Trustees
of the GE and LJ Eagle Family Trust as to 266,850 shares, and Graham Eric Eagle of Napier, Company Director, as to 29,650 shares.
13

14.1

Code of Business Conduct and Ethics9

21.1

Concierge Technologies, Inc. - Subsidiary List12.

31.1(1)

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2(1)

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1(1)

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2(1)

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

101.INS

101.INS

XBRL Instance Document#

101.SCH

101.SCH

XBRL Taxonomy Extension Schema Document#

101.CAL

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document#

101.LAB

101.LAB

XBRL Taxonomy Extension Labels Linkbase Document#

101.PRE

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document#

101.DEF

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document#

 

# Filed Herewith. Pursuant to Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.

 

(1) 

Filed herewith.

1Previously filed with Report on Form 10-K on October 8, 2010 and incorporated by reference herein.

2Previously filed with Current Report on Form 8-K on January 29, 2015 and incorporated by reference herein.

3Previously filed with Current Report on Form 8-K on June 2, 2015 and incorporated by reference herein.

4Previously filed with Current Report on Form 8-K on February 2, 2016 and incorporated by reference herein.

5Previously filed with Current Report on Form 8-K on June 8, 2016 and incorporated by reference herein.

6Previously filed with Current Report on Form 8-K on September 20, 2016 and incorporated by reference herein.

7Previously filed with Definitive Proxy Materials on Schedule 14A on February 28, 2017 and incorporated by reference herein.

8Previously filed with Current Report on Form 8-K on November 21, 2017 and incorporated by reference herein. 

9Previously filed with Current Report on Form 10-K on September 28, 2018 and incorporated by reference herein.

10Previously filed with Current Report on Form 8-K on June 27, 2019 and incorporated by reference herein.

11Previously filed with Current Report on Form 8-K on August 2, 2019 and incorporated by reference herein.

12Previously filed with Current Report on Form 10-K on September 30, 2019 and incorporated by reference herein.

13Previously filed with Current Report on Form 8-K on March 16, 2020 and incorporated by reference herein.

2Previously filed with Definitive Proxy Materials on Schedule 14A on February 28, 2017 and incorporated by reference herein.

 

 

SIGNATURES

 

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

 

 

CONCIERGE TECHNOLOGIES, INC.

Dated: May 15, 202014, 2021

By:  

/s/ Nicholas Gerber

Nicholas Gerber

Chief Executive Officer,

Principal Executive Officer

 

A signed original of this written statement required by Section 906 has been provided to Concierge Technologies, Inc. and will be retained by Concierge Technologies, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

 

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