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-
OverviewConcierge Technologies, Inc. ("Concierge" or the "Company") conducts business through its wholly-owned operating subsidiaries operating in theU.S. ,New Zealand andCanada . The operations of the Company's wholly-owned subsidiaries are more particularly described herein but are summarized as follows:
?
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
?
subsidiary company,
the food industry inNew Zealand andAustralia . (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"), aU.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. , a newly formedU.S. based company, together with its
wholly-owned limited liability company,
LLC, ( collectively "Marygold") was established by Concierge to explore
opportunities in the financial technology ("Fintech") space, still in the
development stage as of
services in the current fiscal year. Through
been limited to developing the business model and the associated application
development. 26
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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 of Significant 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, and related geopolitical events could lead to increased market volatility, disruption toU.S. and world economies and markets and may have significant adverse effects on the Company and 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 three and nine month periods ended
The table below summarizes each of Concierges subsidiaries into one of two categories for the nine months endedMarch 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 ($'s in thousands) For Nine Months EndedMarch 31 , For the Nine Months EndedMarch 31 , For the Nine Months EndedMarch 31 , For the Nine Months EndedMarch 31, 2021 2020 Change 2021 2020 Change 2021 2020 Change 2021 2020 Change $% $% $% $% Revenue$ 19,183 $ 8,867 $ 10,316 116 %$ 11,072
$ 8,856 $ 2,216 25 % - - - -$ 30,254 $ 17,723 $ 12,532 71 % % of total revenue 63 % 50 % - 13 % 37 % 50 % - (13 )% - - - - - - - - % Cost of revenue - - - - 7,121 5,244 1,878 36 % - - - - 7,121 5,244$ 1,877 36 % Gross
profit
$ 3,612 $ 338 9 % - -
- -
2,760 539 20 % 2,106 1,287 819 64 % 16,489 12,702 3,787 30 % % of total operating expenses 67 % 68 % - (1 )% 20 % 22 % - (2 )% 13 % 10 % - 3 % - - - - % Income (loss) from operations$ 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 14 10 4 (40 )% 190 (21 ) 211 1,005 % (8 ) (6 ) (2 ) 33 % 196 (17 ) 213 1247 % Income (loss) before income taxes$ 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
Revenue and Operating Income Consolidated revenue for the three months endedMarch 31, 2021 was$9.5 million representing a$3.6 million increase from the same prior year period revenue of$5.9 million . Net revenues increased as a result of higher Fund AUM from our fund management business by approximately$3.0 million , or 101%, for the three months endedMarch 31, 2021 as compared to the three months endedMarch 31, 2020 . The Company's revenues derived from its other operating units increased by$0.6 million , or 22%, from the same prior year period, resulting in an overall increase in consolidated revenue of approximately 62%. Concierge produced an operating income for the three months endedMarch 31, 2021 of$2.0 million as compared to an operating loss of$181 thousand for the three months endedMarch 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 inNew Zealand . Other Income (Expense) Other income (expense) for the three months endedMarch 31, 2021 and 2020, were$23 thousand and($27) thousand , respectively, resulting in net income (loss) before income taxes of$2.1 million and($208) thousand , respectively. 27
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Table of Contents Income Tax Provision for income tax (expense) benefit for the three months endedMarch 31, 2021 and 2020 were($481) thousand and$191 thousand , respectively, primarily attributable to ourUnited States operations through our Wainwright subsidiary who recorded an income for the period endedMarch 31, 2021 as compared to a loss for the period endedMarch 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 endedMarch 31, 2021 , while a tax benefit of$0.2 million was recorded for the three months endedMarch 31, 2020 . Net Income (Loss) Overall, the net income for the three months endedMarch 31, 2021 as compared to the three months endedMarch 31, 2020 increased by approximately$1.6 million . The increase in profits for the three months endedMarch 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$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 income were expenses of$441 thousand related to the startup of our new subsidiary, Marygold. After giving consideration to currency translation losses of($17) thousand our comprehensive income for the three months endedMarch 31, 2021 was$1.6 million as compared to the three months endedMarch 31, 2020 where there was a currency translation losses of$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 inNew Zealand andCanada .
For the Nine Months Ended
Revenue and Operating Income Consolidated revenue for the nine months endedMarch 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 endedMarch 31, 2021 as compared to the nine months endedMarch 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 endedMarch 31, 2021 of$6.6 million as compared to an operating loss of($223) thousand for the nine months endedMarch 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 inNew Zealand . Other Income (Expense) Other income (expense) for the nine months endedMarch 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 endedMarch 31, 2021 and 2020 were($1.7) million and$202 thousand , respectively, primarily attributable to ourUnited States operations through our Wainwright subsidiary who recorded an income for the period endedMarch 31, 2021 as compared to a loss for the period endedMarch 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 endedMarch 31, 2021 , while a tax benefit of$0.3 million was recorded for the nine months endedMarch 31, 2020 . Net Income (Loss) Overall, the net income for the nine months endedMarch 31, 2021 as compared to the nine months endedMarch 31, 2020 increased by approximately$5.2 million . The increase in profits for the nine months endedMarch 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 endedMarch 31, 2021 was$5.5 million as compared to the nine months endedMarch 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 inNew Zealand andCanada . 28
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Wainwright was founded as a holding company inMarch 2004 as aDelaware corporation with one subsidiary,Ameristock Corporation , which was an investment adviser toAmeristock Mutual Fund, Inc. , a registered 1940 Act large cap value equity fund. InJanuary 2010 ,Ameristock Corporation was spun off as a standalone company. InMay 2005 , USCF was formed as a single member limited liability company in the state ofDelaware . InJune 2013 , USCF Advisers was formed as aDelaware limited liability company and inJuly 2014 , was registered as an investment adviser under the Investment Advisers Act of 1940, as amended. InNovember 2013 , the USCF Advisers board of managers formed USCF ETF Trust ("ETF Trust ") and inJuly 2016 , theUSCF 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 aDelaware 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 theCommodity Futures Trading Commission (the "CFTC") and theNational 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 theSecurities and Exchange Commission (the "SEC") in accordance with the Securities Act of 1933. Wainwright operates through USCF and USCF Advisers, which collectively operate ten exchange-traded products ("ETPs") and exchange traded funds ("ETFs") listed on theNYSE Arca, Inc. ("NYSE Arca") with a total of approximately$5.1 billion assets under management as ofMarch 31, 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 for the fund series within the United States Commodity Index Funds Trust ("USCIF Trust ") and the USCF Funds Trust ("USCF Funds Trust "): USCF asGeneral Partner for the following funds United States Oil Fund, LP Organized as aDelaware limited partnership in ("USO")May 2005
United States Natural Gas Fund, Organized as a
November 2006
United States Gasoline Fund, LP Organized as a
April 2007
United States 12 Month Oil Fund, Organized as a
June 2007
June 2007
United States Brent Oil Fund, LP Organized as a
September 2009 USCF as fund Sponsor - each a series within theUSCIF Trust United States Commodity Index A series trust formed inDelaware December 2009 Funds Trust ("USCIF Trust ") United States Commodity Index A commodity pool formed inApril 2010 and made Fund ("USCI") publicAugust 2010
United States Copper Index Fund A commodity pool formed in
made publicNovember 2011 USCF as fund Sponsor - each a series within theUSCF Funds Trust USCF Funds Trust ("USCF Funds A series trust formed inDelaware March 2016 Trust")United States 3XOil Fund A commodity pool formed inMay 2017 and made ("USOU") publicJuly 2017 ; LiquidatedDecember 2019
publicJuly 2017 ; LiquidatedDecember 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:
USCF ETF Trust ("
November 2013
USCF SummerHaven SHPEI Index Fund launched
October 2020 USCF SummerHaven SHPEN Index Fund launchedNovember 2017 ; LiquidatedMay 2020 Fund ("BUYN") USCF SummerHaven Dynamic Fund launchedMay 2018 Commodity Strategy No K-1 Fund ("SDCI") USCF Midstream Energy Income Fund launchedMarch 2021 Fund ("UMI")
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. 29
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For the Three Months Ended
Revenue Average AUM for the three months endedMarch 31, 2021 was at$4.8 billion , as compared to approximately$2.3 billion from the three months endedMarch 31, 2020 primarily due to an increase inUSO , BNO and USL AUM. As a result, the revenues from management and advisory fees increased by approximately$3.0 million , or 101%, to$6.0 million for the three months endedMarch 31, 2021 as compared to the three months endedMarch 31, 2020 where revenues from management and advisory fees totaled$3.0 million . Expenses Wainwright's total operating expenses for three months endedMarch 31, 2021 increased by$0.3 million to$3.4 million , or approximately 12%, from$3.1 million for the three months endedMarch 31, 2020 . Variable expenses, as described above, increased by$0.4 million over the respective three-month period due to higher AUM which increased variable marketing and distribution expenses, fund accounting and administration expenses, and other variable costs. General and administrative ("G&A") expenses, excluding new fund development cost, were remained at$0.6 million for the three months endedMarch 31, 2021 andMarch 31, 2020 . G&A expenses had increases in fund expense waivers as a result of higher AUM during the quarter but were offset with lower T&E expenses. Total marketing expenses increased$0.1 million to$0.6 million for the three months endedMarch 31, 2021 as compared to the prior year period due to an increase in variable distribution costs as a result of higher AUM as mentioned above, partially offset by decreases in advertising and marketing conference spend. Employee salaries and benefit compensation expenses were approximately$1.2 million for both three month periods endedMarch 31, 2021 andMarch 31, 2020 . Operations expenses increased by$0.2 million due to higher AUM. Income Income before income taxes for the three months endedMarch 31, 2021 increased$2.7 million to a$2.6 million compared to($0.1) million loss for three months endedMarch 31, 2020 due to$3.0 million increase in revenue as a result of higher AUM, offset by a$0.3 million increase in operating expenses
For the Nine Months Ended
Revenue Average AUM for the nine months endedMarch 31, 2021 was at$5.1 billion , as compared to approximately$2.2 billion from the nine months endedMarch 31, 2020 primarily due to an increase inUSO , BNO and USL AUM. As a result, the revenues from management and advisory fees increased by approximately$10.3 million , or 116%, to$19.2 million for the nine months endedMarch 31, 2021 as compared to the nine months endedMarch 31, 2020 where revenues from management and advisory fees totaled$8.9 million . Expenses Wainwright's total operating expenses for the nine months endedMarch 31, 2021 increased by$2.4 million to$11.1 million , or approximately 28%, from$8.7 million for the nine months endedMarch 31, 2020 . Variable expenses, as described above, increased by$1.2 million over the respective nine-month period due to higher AUM which increased variable marketing and distribution expenses, fund accounting and administration expenses, and other variable costs, and partially offset by a reduction in sub-advisory fees. G&A expenses, excluding new fund development cost, were$2.4 million and$1.4 million for the nine months endedMarch 31, 2021 andMarch 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 endedMarch 31, 2021 as compared to the prior year period due to an increase in variable distribution costs as a result of higher AUM as mentioned above, partially offset by decreases in advertising and marketing conference spend. Employee salaries and benefit compensation expenses were approximately$3.9 million and$3.3 million for the nine months endedMarch 31, 2021 andMarch 31, 2020 , respectively due to bonuses 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
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Table of Contents Income Income before income taxes for the nine months endedMarch 31, 2021 increased$7.9 million to a$8.1 million compared to$0.2 million for nine months endedMarch 31, 2020 due to a$10.3 million increase in revenue as a result of higher AUM, offset by a$2.4 million increase in operating expenses.
Food Products -
Gourmet Foods was organized in its current form in 2005 (previously known asPats Pantry Ltd ). Pats Pantry was founded in 1966 to produce and sell wholesale bakery products, meat pies and patisserie cakes and slices, inNew Zealand .Gourmet Foods , located in Tauranga,New Zealand , sells substantially all of its goods to supermarkets and service station chains with stores located throughoutNew 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. OnJuly 1, 2020 ,Gourmet Foods acquired theNew Zealand company,Printstock Products Limited ("Printstock"). Located in nearby Napier,New Zealand , Printstock prints wrappers for food products, including those used byGourmet Foods . Printstock is a wholly-owned subsidiary ofGourmet Foods and its operating results are consolidated with those ofGourmet Foods fromJuly 1, 2020 onwards.Gourmet Foods operates exclusively inNew Zealand and thus theNew Zealand dollar is its functional currency. In order to consolidate Concierge's reporting currency, the US dollar, with that ofGourmet Foods , Concierge records foreign currency translation adjustments and transaction gains and losses in accordance with ASC 830-30. The translation ofNew Zealand currency intoU.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
Revenue Net revenues for the three months endedMarch 31, 2021 were$2.0 million with cost of goods sold of$1.4 million resulting in a gross profit of$0.6 million , or approximately 30% gross margin, as compared to the three month period endedMarch 31, 2020 where net revenues were$1.3 million and cost of goods sold were$0.9 million producing a gross profit of$0.4 million , or approximately 31%. The increase in revenues is attributed to the acquisition of Printstock which contributed$1.1 million during the three month period endedMarch 31, 2021 and no contributing revenues for the three months endedMarch 31, 2020 . Expenses General, administrative and selling expenses, including wages and marketing, for the three month periods endedMarch 31, 2021 and 2020 were$0.3 million and$0.2 million producing operating income of$0.3 million and$0.2 million , respectively, or approximately 13% net operating profit for the three months endedMarch 31, 2021 and 12% for the three months endedMarch 31, 2020 . The depreciation expense and other income totaled approximately$0.1 million for the three months endedMarch 31, 2021 as compared to$0.1 million for the three months endedMarch 31, 2020 . Income Income for the three months endedMarch 31, 2021 , after expenses of approximately$0.3 million , resulted in an income of approximately$203 thousand before income tax provision of approximately$48 thousand resulted in a net income of approximately$124 thousand as compared to a net income of$92 thousand for the three months endedMarch 31, 2020 . The increase in revenues and operating expenses during the current quarter are attributable to the acquisition of Printstock and its operating results.
For the Nine Months Ended
Revenue Net revenues for the nine months endedMarch 31, 2021 were$6.2 million with cost of goods sold of$4.4 million resulting in a gross profit of$1.8 million , or approximately 29% gross margin, as compared to the nine month period endedMarch 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%. The increase in revenues is attributed to the acquisition of Printstock which contributed$2.7 million during the nine month period endedMarch 31, 2021 and no contributing revenues for the nine months endedMarch 31, 2020 . 31
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Table of Contents Expenses General, administrative and selling expenses, including wages and marketing, for the nine month periods endedMarch 31, 2021 and 2020 were$1.0 million and$0.6 million producing operating income of$0.8 million and$0.5 million , respectively, or approximately 13% net operating profit for the nine months endedMarch 31, 2021 and 14% for the nine months endedMarch 31, 2020 . The depreciation expense and other income totaled approximately$0.2 million for the nine months endedMarch 31, 2021 as compared to$0.2 million for the nine months endedMarch 31, 2020 . Income Income for the nine months endedMarch 31, 2021 , after expenses of approximately$1.2 million , resulted in an income of approximately$637 thousand before income tax provision of approximately$153 thousand resulted in a net income of approximately$484 thousand as compared to a net income of$349 thousand for the nine months endedMarch 31, 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 income percentage for the nine months were the expenses associated with the acquisition of Printstock as well as the continuing negative effects of the COVID-19 pandemic on theNew Zealand economy in general.
Security Systems -
Brigadier Security Systems , founded in 1985, is a leading electronic security company in the province ofSaskatchewan .Brigadier Security Systems has offices located in the urban areas ofSaskatchewan , Brigadier Security inSaskatoon , and operating as Elite Security inRegina . The company has a combined industry experience of over 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. Their 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 commitment to 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 isSaskatchewan's leading Information and Communications Technology (ICT) provider with over 1.4 million customer connections acrossCanada . 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 inCanada and thus the Canadian dollar is its functional currency. In order to consolidate Concierge's reporting currency, theU.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 intoU.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.
For the Three Months Ended
Revenue Net revenues for the three months endedMarch 31, 2021 were$0.7 million with cost of goods sold recorded as approximately$0.4 million , resulting in a gross profit of approximately$0.3 million with a gross margin of approximately 49% as compared to the three months endedMarch 31, 2020 where net revenues were approximately$0.6 million with cost of goods sold of$0.3 million and a gross profit of$0.3 million , or approximately 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 endedMarch 31, 2021 were$0.3 million producing an operating profit of$0.1 million or approximately 11% as compared to the three months endedMarch 31, 2020 where operating profits were$0.1 million , or approximately 13%, with general, administrative and selling expenses of$0.3 million . Income Other expenses comprised of depreciation, income tax, interest income, other income (expense) totaled approximately($19) thousand for the three months endedMarch 31, 2021 resulting in income after income taxes of approximately$58 thousand as compared to income after income taxes of approximately$41 thousand for the three months endedMarch 31, 2020 where other expense totaled approximately($17) thousand . 32
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For the Nine Months Ended
Revenue Net revenues for the nine months endedMarch 31, 2021 were$2.0 million with cost of goods sold recorded as approximately$1.0 million , resulting in a gross profit of approximately$1.0 million with a gross margin of approximately 51% as compared to the nine months endedMarch 31, 2020 where net revenues were approximately$2.1 million with cost of goods sold of$1.0 million and a gross profit of$1.1 million , or approximately 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
Income Other income (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$19 thousand for the nine months endedMarch 31, 2021 resulting in income after income taxes of approximately$260 thousand as compared to income after income taxes of approximately$209 thousand for the nine months endedMarch 31, 2020 where other expense totaled approximately($82) thousand .
Beauty Products - Original Sprout
Kahnalytics was founded in 2015 and adopted the dba/Original Sprout inDecember 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 inSan 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
Revenue Net revenues for the three months endedMarch 31, 2021 were$0.8 million as compared to$1.1 million for the three months endedMarch 31, 2020 . Cost of goods sold for the three months endedMarch 31, 2021 and 2020 were$0.5 million and$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 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$0.4 million resulting in an operating loss of approximately($74) thousand , as compared to$0.3 million of general, administrative and selling expenses resulting in operating income of$184 thousand for the three months endedMarch 31, 2020 , or approximately 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 endedMarch 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
Revenue Net revenues for the nine months endedMarch 31, 2021 were$2.8 million as compared to$2.9 million for the nine months endedMarch 31, 2020 . Cost of goods sold for the nine months endedMarch 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. 33
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Table of Contents 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 endedMarch 31, 2020 , or approximately 13%. Income (Loss) After consideration given to income tax provision, other income (expense), and depreciation expense, the net loss for the nine months endedMarch 31, 2021 was approximately($116) thousand as compared to$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.
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, 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 expectGourmet Foods to be operating more efficiently under current management and continue to increase market share through additional product offerings and channels to market, including the printing and sale of 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 through its development stage subsidiaryMarygold and Co. In a more general sense, the Company is characterizing its business in two 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 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
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During the past five fiscal years combined, Concierge has invested approximately$8.2 million in cash towards purchasing and assimilatingGourmet Foods and its Printstock subsidiary,Brigadier Security Systems and the Original Sprout assets into theConcierge Technologies group of companies as well as the acquisition through a stock-for-stock exchange of Wainwright, which provides a significant revenue stream and value. We have also invested approximately$1.1 million in the development of Fintech applications through our newly organized subsidiary, Marygold. Despite these cash investments, our working capital position remains strong at$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 theU.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 general and administrative expenses for the coming fiscal year and to adequately pursue its long term business objectives. However, given the significant economic and financial market disruptions associated with the COVID-19 pandemic, the Company's results of operations could be adversely impacted. Borrowings As ofMarch 31, 2021 , we had$1.0 million of related-party and third-party indebtedness on a consolidated basis as compared to$1.0 million as ofJune 30, 2020 . ApproximatelyUS$392,949 is owed by Brigadier and secured with the land and building inSaskatoon purchased inJuly 2019 . The initial principal balance was CD$525,000 (approximatelyUS$401,000 translated as of the loan dateJuly 1, 2019 ) with an annual interest rate of 4.14% maturingJune 30, 2024 . The short-term portion of principal for this loan due within 12 months as ofMarch 31, 2021 is CD$18,526 (approximatelyUS$14,727 ) and the long term principal amount due is CD$475,787 (approximatelyUS$378,222 ). Interest on the loan is expensed or accrued as it becomes due. Interest expense on the loan for the three months endedMarch 31, 2021 and 2020 wasUS$4,001 andUS$3,926 , respectively, and for the nine months endedMarch 31, 2021 and 2020, wasUS$11,981 and$12,173 , respectively. Concierge, without inclusion of its subsidiary companies, as ofMarch 31, 2021 andJune 30, 2020 , had$0.6 million of related-party indebtedness. We are not required to make interest payments on our related party notes until the maturity date.
Current related party notes payable consist of the following:
March 31 ,June 30, 2021 2020
Notes payable to shareholder, interest rate of 8%,
unsecured and payable on
250,000
250,000
Notes payable to shareholder, interest rate of 4%,
unsecured and payable on
350,000 350,000$ 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 ofMarch 31, 2021 andJune 30, 2020 we have no such investments. These investments are described further in Note 7 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 Company to declare and pay dividends. We have paid no dividends and we do not expect to pay any dividends over the next fiscal year.
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