Item 2.
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Management
’s Discussion and Analysis of Financial Condition and Results of Operations
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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”) conducts business through its wholly-owned operating subsidiaries operating in the U.S., New Zealand and Canada, respectively. The operations of the Company
’s wholly-owned subsidiaries are more particularly described herein but are summarized as follows:
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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.
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Gourmet Foods, Ltd. (“Gourmet Foods”), a New Zealand based company, manufactures and distributes New Zealand meat pies on a commercial scale.
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Brigadier Security Systems (“Brigadier”), a Canadian based company, sells and installs commercial and residential alarm monitoring systems.
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Kahnalytics, Inc.
dba/Original Sprout (“Original Sprout”), a U.S. based company,
is engaged in the manufacture and wholesale distribution of hair and skin care products under the brand name Original Sprout on a global scale from its location in San Clemente, California
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Results of Operations
Concierge and Subsidiaries
With the acquisition of Wainwright, where Wainwright and Concierge have a commonality of ownership and control as represented by the shareholdings, the acquisition has been recorded as a transaction between entities under common control on the Consolidated Balance Sheets of the Company. Further, the Consolidated Statements of Operations and Comprehensive Income have been adjusted to include the operations of Wainwright as if the transaction had concluded on July 1, 2015.
For the Three Months Ended
December
3
1
, 2017 Compared to the
Three Months Ended
December
3
1
, 201
6
Operating Income
Concierge produced an operating income for the
three months ended December 31, 2017 of approximately $0.7 million as compared to approximately $1.6 million for the three months ended December 31, 2016. This represents a decrease in operating income of approximately $0.9 million for the three months ended December 31, 2017 when compared to the three months ended December 31, 2016, or approximately 58%. The decrease in operating income is primarily attributable to lower Wainwright revenue due to lower assets under management plus transaction costs incurred while acquiring Original Sprout as well as increased advertising and marketing costs during the current year connected to the preparation of new product offerings.
Other Expenses and Income Taxes
Other
expenses were $82 thousand and $3 thousand for the three months ended December 31, 2017 and 2016, respectively, influenced by a write-off of $150 thousand taken for a doubtful loan receivable. Provision for income taxes of $0.6 million (effective tax rate of 104%) compared to $0.6 million (effective tax rate of 37%) for the three months ended December 31, 2017 and 2016, was a result of new federal income tax laws not taking effect until of January 1, 2018, but having an effect on tax provisions recorded for the quarter ended December 31, 2017 and the overall estimated tax for the fiscal year ending June 30, 2018. After recording a provision for income tax, net income (loss) for the three month periods ended December 31, 2017 and 2016 was ($22) thousand and $1.0 million, respectively. After giving consideration to currency translation losses of approximately ($46) thousand and changes in short-term investment valuations of approximately ($37) thousand, the comprehensive (loss) for the three months ended December 31, 2017 was approximately ($104) thousand as compared to the three months ended December 31, 2016 where the currency translation gain was approximately $5 thousand, the changes in short term investment valuation was nil, and the comprehensive income was approximately $1.0 million.
For the
Six
Months Ended
December
3
1
, 2017 Compared to the
Six
Months Ended
December
3
1
, 2016
Operating Income
Concierge produced an operating income for the
six months ended December 31, 2017 of approximately $2.1 million as compared to approximately $4.0 million for the six months ended December 31, 2016. This represents a decrease in operating income of approximately $1.9 million for the six months ended December 31, 2017 when compared to the six months ended December 31, 2016, or approximately 50%. The decrease in operating income is primarily attributable to lower Wainwright revenue due to lower assets under management plus transaction costs incurred while acquiring Original Sprout as well as increased advertising and marketing costs during the current year connected to the preparation of new product offerings.
Other Expenses and Income Taxes
Other
expenses were $101 thousand and other income was $1 thousand for the six months ended December 31, 2017 and 2016, respectively. A reduction in provision for income taxes to $1.1 million compared to $1.7 million for the six months ended December 31, 2017 and 2016, respectively, was a result of lower operating income in the current period offset somewhat by higher effective tax rates in 2017 resulting from enactment of new tax laws taking effect during our current fiscal year. The resulting net income for the six months ended December 31, 2017 and 2016 was $0.8 million and $2.3 million, respectively. After giving consideration to currency translation loss of ($39) thousand and changes in short-term investment valuations of ($45) thousand, the comprehensive income for the six months ended December 31, 2017 was approximately $0.8 million as compared to the six months ended December 31, 2016 where the currency translation loss was approximately $85 thousand, the losses in short term investment valuation were approximately $7 thousand, and the comprehensive income was $2.2 million.
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 and 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. USCF Advisers advises two exchange traded funds (“ETFs”) and one commodity mutual fund registered with the SEC under the Investment Company Act of 1940. 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
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United States Oil Fund, LP (“USO”)
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Organized as a Delaware limited partnership in May 2005
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United States Natural Gas Fund, LP (“UNG”)
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Organized as a Delaware limited partnership in November 2006
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United States Gasoline Fund, LP (“UGA”)
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Organized as a Delaware limited partnership in April 2007
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United States Diesel Heating Oil Fund, LP (“UHN”)
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Organized as a Delaware limited partnership in April 2007
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United States 12 Month Oil Fund, LP (“USL”)
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Organized as a Delaware limited partnership in June 2007
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United States 12 Month Natural Gas Fund, LP (“UNL”)
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Organized as a Delaware limited partnership in June 2007
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United States Short Oil Fund, LP (“DNO”)
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Organized as a Delaware limited partnership in June 2008
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United States Brent Oil Fund, LP (“BNO”)
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Organized as a Delaware limited partnership in September 2009
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USCF as fund Sponsor - each a series within the USCIF Trust
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United States Commodity Index Funds Trust (“USCIF Trust”)
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A series trust formed in Delaware December 2009
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United States Commodity Index Fund (“USCI”)
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A commodity pool formed in April 2010 and made public August 2010
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United States Copper Index Fund (“CPER”)
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A commodity pool formed in November 2010 and made public November 2011
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United States Agriculture Index Fund (“USAG”)
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A commodity pool formed in November 2010 and made public April 2012
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USCF as fund Sponsor
- each a series within the USCF Funds
Trust
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USCF Funds Trust (“USCF Funds
Trust”)
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A series trust formed in Delaware
March 2016
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United States 3X Oil
Fund (“USOU”)
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A commodity pool formed in
May 2017 and made public July 2017
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United States 3X Short Oil Fu
nd (“USOD”)
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A commodity pool formed in
May 2017 and made public July 2017
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In addition, USCF is the sponsor of the USCF Funds Trust, with its series, the REX S&P MLP Fund (“
RMLP”) and the REX S&P MLP Inverse Fund (“MLPD”), are currently in registration and have not commenced operations (together, the “REX Funds”), and the USCIF Trust, with its USCF Canadian Crude Oil Index Fund ("UCCO"), is currently in registration but has not commenced operations.
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
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USCF ETF Trust (“ETF Trust”)
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Organized as a Delaware statutory trust in November 2013
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USCF SummerHaven SHPEI Index Fund ("BUY")
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Fund launched November 30, 201
7
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USCF SummerHaven SHPEN Index Fund ("BUYN")
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Fund launched November 30, 2017
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Stock Split Index Fund (“TOFR”)
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Fund launched September 2014
; Liquidated October 20, 2017
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Restaurant Leaders Index Fund (“MENU”)
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Fund launched November 2016
; Liquidated October 20, 2017
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USCF Mutual Funds Trust ("Mutual Funds Trust")
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USCF Commodity Strategy Fund ("USCFX" and "USCIX")
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Fund launched March 2017
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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 Fund assets under management (“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
December
3
1
, 2017, Compared to the
Three Months Ended
December
3
1
, 2016
Average AUM for the three months ended
December 31, 2017 decreased to $3.6 billion, or 27%, from the three-month average of $4.9 billion for the three months ended December 31, 2016. As a result of decreased AUM revenues also decreased 25%, or $1.62 million, to $4.85 million from $6.47 million over the respective three-month period.
Wainwright
’s total Operating Expenses for three months ended December 31, 2017 decreased by $0.60 million to $4.26 million, or 12%, from $4.86 million for the three months ended December 31, 2016. Variable expenses, as described above, decreased $0.39 million over the respective three-month period due to lower AUM which reduced sub-advisory fees and other variable costs, but were partially offset by operating costs of new funds and fixed minimum costs of smaller funds. General and Administrative expenses decreased $0.36 million to $0.70 million for the three months ended December 31, 2017 from $1.06 million for the three months ended December 31, 2016 due to decreases in legal and professional fees. Marketing expenses had a small decrease of $0.06 million to $0.85 million for the three months ended December 31, 2017 as compared to the comparable prior year period even though advertising expenses increased by $0.83 million as a result of continued new fund marketing efforts and branding, but were substantially offset by a reduction in variable distribution costs as a result of lower AUM. Employee Salaries and Compensation expenses were approximately $1.52 million for both respective three month periods.
Income before taxes for the
three months ended December 31, 2017 decreased $1.13 million to $0.48 million from $1.61 million for three months ended December 31, 2016 primarily due to the $1.62 million decrease in revenue and a $0.15 million investment loan write-off, partially offset by decreases Operations expenses and General and Administrative expenses.
For the
Six Months
Ended
December
3
1
, 2017, Compared to the
Six Months Ended December
3
1
, 2016
Average AUM for the
six months ended December 31, 2017 decreased to $3.7 billion, or 23%, from the six-month average of $4.8 billion for the six months ended December 31, 2016. As a result of decreased AUM revenues also decreased 22%, or $2.8 million, to $10.0 million from $12.8 million over the respective six-month period.
Wainwright
’s total Operating Expenses for six months ended December 31, 2017 decreased by $0.87 million to $7.92 million, or 10%, from $8.79 million for the six months ended December 31, 2016. Variable expenses, as described above, decreased $0.78 million over the respective six-month period due to lower AUM which reduced sub-advisory fees and other variable costs, but were partially offset by operating costs of new funds and fixed minimum costs of smaller funds. General and Administrative expenses decreased $0.51 million to $1.32 million for the six months ended December 31, 2017 from $1.83 million for the six months ended December 31, 2016 due to decreases in fund expense waiver reimbursements based on contractual expense thresholds for certain funds and decreases in legal fees. Marketing expenses had a small decrease of $0.03 million to $1.64 million for the six months ended December 31, 2017 as compared to the comparable prior year period even though advertising expenses increased by $0.12 million as a result of continued new fund marketing efforts and branding, but were substantially offset by a reduction in variable distribution costs as a result of lower AUM. Employee Salaries and Compensation expenses were approximately $2.4 million for both respective six month periods.
Net income before taxes for the
three months ended December 31, 2017 decreased $2.12 million to $1.94 million from $4.06 million for three months ended December 31, 2016 primarily due to the $2.8 million decrease in revenue partially offset by decreases in Operations expenses and General and Administrative expenses.
Gourmet Foods, Ltd.
Gourmet Foods, Ltd. (“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. Concierge purchased all of the issued and outstanding shares of Gourmet Foods as of August 1, 2015 even though the transaction did not officially close until August 11, 2015.
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 the foreign currency translations are included in Accumulated Other Comprehensive Expense found on the Consolidated Balance Sheets.
For the
Three Months
Ended
December 31,
2017 Compared to the
Three
Months Ended
December 31,
2016
Net revenues for the
three months ended December 31, 2017 were $1.2 million with cost of goods sold of $0.9 million resulting in a gross profit of $0.3 million as compared to the three months ended December 31, 2016 where net revenues were $1.2 million; cost of goods sold were $0.8 million; and gross profit was $0.4 million.
General, administrative and selling expenses, including wages and marketing, for
the three months ended December 31, 2017 and the three months ended December 31, 2016 were $0.3 million and $0.3 million producing operating income of $84 thousand and $93 thousand, respectively, or approximately 7% net operating profit for three months ended December 31, 2017 as compared to 8% for the three months ended December 31, 2016.
The depreciation expense, income tax provision and other income totaled $
73 thousand for the three months ended December 31, 2017 as compared to $76 thousand for the three months ended December 31, 2016, resulting in income after income taxes of approximately $11 thousand as compared to income after income taxes of $17 thousand, respectively.
For the
Six Months
Ended
December 31,
2017 Compared to the
Six
Months Ended
December 31,
2016
Net revenues for the
six months ended December 31, 2017 were $2.5 million with cost of goods sold of $1.8 million resulting in a gross profit of $0.7 million as compared to the six months ended December 31, 2016 where net revenues were $2.4 million; cost of goods sold were $1.6 million; and gross profit was $0.7 million.
General, administrative and selling expenses, including wages and marketing, for
the three months ended December 31, 2017 and the six months ended December 31, 2016 were $0.6 million and $0.6 million producing operating income of $164 thousand and $122 thousand, respectively, or approximately 7% net operating profit for six months ended December 31, 2017 as compared to 5% for the six months ended December 31, 2016.
The depreciation expense, income tax provision and other income totaled $150
thousand for the six months ended December 31, 2017 as compared to $130 thousand for the six months ended December 31, 2016, resulting in income after income taxes of approximately $19 thousand as compared to a loss after income taxes of approximately $8 thousand, respectively.
Brigadier Security Systems (2000) Ltd.
Brigadier Security Systems (2000) Ltd. (“Brigadier”) was founded in 1985 and through internal growth and acquisitions the core business of Brigadier began in 1998. Today Brigadier is one of the largest SecurTek security monitoring dealers in Saskatchewan with offices in both major urban areas of Regina (under the fictitious business name of “Elite Security”) and Saskatoon. SecurTek is owned by Saskatchewan's publicly-owned telecommunications utility with well over 100,000 customers across Canada. Brigadier is also a Honeywell Certified Access Control Distributor, Kantech Global Dealer and UTC Interlogix Security Pro dealer and the largest independent security contractor in the province. Brigadier provides comprehensive security solutions including access control, camera monitoring, motion detection, and intrusion alarms to home and business owners as well as government offices, schools and public buildings. Brigadier typically sells hardware to customers and a full-time monitoring of the premises. The contract for monitoring the premises` is then conveyed to a third-party telecom in exchange for recurring residuals based on subscriber contracts.
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 the foreign currency translations are included in Accumulated Other Comprehensive Expense found on the Condensed Consolidated Balance Sheets.
For the
Three
Months Ended
December 31,
2017
Compared to the
Three
Months Ended
December 31,
2016
N
et revenues for the three months ended December 31, 2017 were $1.2 million with cost of goods sold recorded as $0.6 million, resulting in a gross profit of $0.6 million with a gross margin of approximately 53% as compared to the three months ended December 31, 2016 where net revenues were $0.8 million with cost of goods sold of $0.5 million and a gross profit of $0.3 million, or approximately 58%.
General, administrative and selling expenses for the
three months ended December 31, 2017 were $0.3 million producing an operating profit of $0.3 million or approximately 24% as compared to the three months ended December 31, 2016 where operating profits were $0.1 million, or approximately 17%, with general, administrative and selling expenses of $0.3 million.
Other expense comprised of depreciation, income tax, interest income, commission income and gain on sale of assets totaled $
66 thousand for the three months ended December 31, 2017 resulting in income after income taxes of $0.2 million as compared to a net profit of $0.1 million for the three months ended December 31, 2016 where other expense totaled $37 thousand.
For the
Six
Months Ended
December 31,
2017
Compared to the
Six
Months Ended
December 31,
2016
N
et revenues for the six months ended December 31, 2017 were $2.0 million with cost of goods sold recorded as approximately $0.9 million, resulting in a gross profit of approximately $1.1 million with a gross margin of approximately 53% as compared to the six months ended December 31, 2016 where net revenues were approximately $1.6 million with cost of goods sold of $0.7 million and a gross profit of $0.9 million, or approximately 57%.
General, administrative and selling expenses for the six
months ended December 31, 2017 were $0.7 million producing an operating profit of $0.4 million or approximately 21% as compared to the six months ended December 31, 2016 where operating profits were $0.3 million, or approximately 19%, with general, administrative and selling expenses of $0.6 million.
Other expense comprised of depreciation, income tax, interest income, commission income and gain on sale of assets totaled $
90 thousand for the six months ended December 31, 2017 resulting in income after income taxes of $0.3 million as compared to income after income taxes of $0.2 million for the six months ended December 31, 2016 where other expense totaled $88 thousand.
Original Sprout
Kahnalytics was founded in 2015 and adopted the dba/Original Sprout in December 2017
(see Note 13 to the Financial Statements)
. For the years ended June 30, 2017 and 2016, the Company ha
d incurred de minimis operating losses insignificant to the overall enterprise. As of June 30, 2017, the residual business the company was founded to oversee was being wound down and management expected to transition focus to another industry. The results of operations for the three and six month periods ending December 31, 2017 and 2016 are not indicative of the projected operations as the current period included only 13 calendar days, 9 business days, of operation which included the newly acquired business assets. There is no meaningful comparative data for the same periods in 2016 as the business of 2016 included only subscription sales to a web hosted service and not the wholesale distribution of beauty products as currently exist. As a result, the discussion of operating results have been omitted as being insignificant to the enterprise as a whole.
Plan of Operation for the Next Twelve Months
Our plan of operation for the next twelve months is to continue the transition of our Kahnalytics subsidiary into the business of Original Sprout and apply the necessary resources to grow that business segment. Additionally, we are expecting moderate growth in Brigadier through focused management initiatives and consolidation within the security industry. 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. Wainwright will continue to develop innovative and new fund products to grow its portfolio. Our long-term mission is to continue with our acquisition strategy by identifying and acquiring profitable, mature, companies of a diverse nature and with in-place management to produce increasing revenue streams. By these initiatives we hope to:
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continue to gain market share for our wholly owned subsidiaries
’ areas of operation,
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increase our gross revenues and realize net operating profits,
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lower our operating costs by unburdening certain selling expenses to third party distributors,
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Have sufficient cash reserves to pay down accrued expenses,
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Attract parties who have an interest in selling their privately held companies to us, and
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Achieve efficiencies in accounting and reporting through consolidated operations of our subsidiaries from a management perspective.
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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 expenses and the funding of additional business acquisitions. 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
December 31, 2017, we had $5.6 million of cash and cash equivalents on a consolidated basis as compared to $6.7 million as of June 30, 2017. The reduction in working capital was a direct result of the investment made in acquiring the Original Sprout assets, from which the expectation is to realize significant returns from that investment through profitable operation of the business.
Investments
Wainwright, from time to time, provides initial investments 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 from the balance sheet date. These investments are described further in Note 7 to our Financial Statements.
Reverse Stock Split
Our Board and the majority stockholders have approved the adoption of a one-for-thirty (1:30) reverse stock split whereby each thirty shares of our common stock and Series B Preferred stock issued and outstanding as of the record date established by the Board shall be combined into one share of common stock or preferred stock, as applicable (the “Reverse Stock Split”). The Reverse Stock Split bec
ame effective as of December 15, 2017. All share-based numbers have been retroactively adjusted for the reverse stock split. See Note 14 to our Financial Statements.
Recent Developments
On October 18, 2017, through our wholly owned subsidiary Kahnalytics, we entered into an Asset Purchase Agreement which result
ed in the purchase of all of the assets of The Original Sprout LLC, a California limited liability company, which engages in the manufacture and sale of organic, non-toxic, all natural hair care, bath, skin, and styling products, by Kahnalytics. The transaction closed on December 18, 2017 with a probable price of approximately $3.5 million. See Note 13 to our Financial Statements for more information.
As it relates to Wainwright, on September 22, 2017 the board of trustees of the USCF ETF Trust approved a plan for the liquidation of the Stock Split Index Fund (“TOFR”) and the USCF Restaurant Leaders Index Fund (“MENU”), each a series (or the “Funds”) of the USCF ETF Trust, as a result of the low asset levels and lack of growth for each fund. On October 20, 2017 the Funds concluded their liquidation plan with each Fund distributing its remaining net asset value to shareholders. Also, as of October 31, 2017 the expense limitation agreements associated with these funds expired with no significant additional financial reimbursement obligations.