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Note 2 - Summary of Significant Accounting Policies
9 Months Ended
Mar. 31, 2017
Notes to Financial Statements  
Significant Accounting Policies [Text Block]
NOTE
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
Basis of Presentation and Accounting Principles
 
The Company has prepared the accompanying financial statements on a condensed consolidated basis. In the opinion of management, the accompanying unaudited condensed consolidated balance sheets and related interim statements of income and comprehensive income (loss), 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”). Interim results are not necessarily indicative of results for a full year. The information included in this Form
10
-Q should be read in conjunction with information included in the Company
’s
2016
Form
10
-K filed on
October
21,
2016
with the U.S. Securities and Exchange Commission.
 
Principles of Consolidation
 
The accompanying unaudited condensed consolidated interim financial statements, which are referred herein as the “Financial Statements” include the accounts of Concierge and its wholly owned subsidiaries, Wainwright, Gourmet Foods, Brigadier and Kahnalytics.
 
Wainwright was acquired in
December
2016
(Refer to Note
11).
Due to the commonality of ownership and control between the
two
companies, the transaction has been accounted for as a transaction between entities under common ownership. As a result, the assets and liabilities of Wainwright have been considered at their carrying amounts.
 
The accompanying Financial Statements as of
March
31,
2017
and
June
30,
2016
and for the
three
and
nine
month periods ending
March
31,
2017
and
2016
include the assets, liabilities and the results of operations of Wainwright at carrying amounts as though the transaction and exchange of equity interests has occurred at the beginning of the comparative period.
 
All significant inter-company transactions and accounts have been eliminated in consolidation.
 
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.
 
Other Comprehensive Income (Loss) and Foreign Currency
 
Comprehensive income (loss) is the total of net income (loss) and other comprehensive income (loss). 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 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 average exchange rate throughout the period. For the periods ended
March
31,
2017
and
June
30,
2016,
other comprehensive income (loss) consisted of unrealized losses on investments and accumulated translation losses as noted above. Accumulated translation loss, classified as an item of accumulated other comprehensive loss in the stockholders’ equity section of the consolidated balance sheet, was
$42,135
as of
March
31,
2017.
 
Cash and Cash Equivalents
 
The Company considers all highly liquid investments with original maturities of
three
months or less at the date of purchase to be cash equivalents. Concierge
’s corporate office maintains cash balances at a financial institution headquartered in San Diego, California. Accounts are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to
$250,000
per depositor. The corporation’s uninsured cash balance in the United States was
$1,602,952
at
March
31,
2017.
The Company’s subsidiary, Wainwright, also maintains cash balances at various high credit quality institutions and from time to time those deposits exceed the FDIC coverage amount of
$250,000.
As of
March
31,
2017
the uninsured amount totaled
$2,659,349,
though no losses have been realized and none are expected. Cash balances in Canada are maintained at a financial institution in Saskatoon, Saskatchewan by the Company’s subsidiary. Each account is insured up to
CD$100,000
by Canada Deposit Insurance Corporation (CDIC). The Company’s subsidiary had an uninsured cash balance in Canada of
CD$587,942
(approximately
US$441,974)
at
March
31,
2017.
Balances at financial institutions within certain foreign countries, including New Zealand where the Company’s subsidiary maintains cash balances, are not covered by insurance. As of
March
31,
2017,
the Company’s subsidiary had uninsured deposits related to cash deposits in uninsured accounts maintained within foreign entities of approximately
$407,117.
The Company has not experienced any losses in such accounts.
 
Accounts Receivable, Related Parties
 
Accounts receivable primarily consists of fund 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.
 
Management closely monitors receivables and records an allowance for any balances that are determined to be uncollectible. As of
March
 
31,
2017
and
June
30,
2016,
the Company considered all remaining accounts receivable to be fully collectible.
 
Major Customers & Suppliers
– Concentration of Credit Risk
 
Concierge, through Kahnalytics as a licensed user of a proprietary software application, is dependent on the continued support of this online platform and the adherence to the license contract terms between Kahnalytics and the foreign-based licensor. Kahnalytics is also largely dependent on its sales channel to continue to expand its dealer network of resellers who, in turn, activate subscribers to the Kahnalytics service. No single customer accounts for a significant percentage of sales or accounts receivable. Hardware sold by Kahnalytics is currently supplied by
one
source, however in the event this source proves to be inadequate there are other alternative sources of equal or comparable devices as needed by Kahnalytics. During the
nine
-month period ended
March
31,
2016
Kahnalytics had just
one
customer accounting for
100%
of its sales. Correspondingly, Kahnalytics had only
one
supplier of the hardware it sold and only
one
contractor supplying the labor component accounting for
72%
and
28%
respectively of the cost of goods sold for the
nine
-month period ended
March
31,
2016.
Sales of these products were discontinued during the current fiscal year.
 
Concierge, through Brigadier, is dependent upon its contractual relationship with the alarm monitoring company who purchases the monitoring contracts and 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
two
largest customers, which includes contracts and recurring monthly residuals from the monitoring company, totaled
50%
of the total revenues for the
nine
months ended
March
31,
2017,
and accounted for approximately
38%
of accounts receivable as of the balance sheet date of
March
31,
2017.
There is no comparison data for the prior year as the company was not acquired until
June
2016.
 
Concierge, through Gourmet Foods, has
three
major customer groups comprising the gross revenues to Gourmet Foods;
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
nine
month period ending and balance sheet date of
March
31,
2017,
our largest customer in the grocery industry, who operates through a number of independently branded stores, accounted for approximately
18%
of our gross sales revenues and
30%
of our accounts receivable. The
second
largest in the grocery industry accounted for approximately
11%
of our gross revenues and
10%
of our accounts receivable. In the gasoline convenience store market we supply
two
major channels to market. The largest is a marketing consortium of gasoline dealers accounting for approximately
43%
of our gross sales revenues however no single member of the consortium is responsible for a significant portion of our accounts receivable. The
second
largest are independent operators accounting for less than
10%
of gross sales however no single independent operator is responsible for a significant portion of our accounts receivable. The
third
category of independent retailers and cafes accounted for the balance of our gross sales revenue however the group is fragmented and no
one
customer accounts for a significant portion of our revenues or account receivables.
 
For the
eight
months ended and the balance sheet date of
March
31,
2016
our largest customer in the grocery industry accounted for approximately
13%
of revenues and
31%
of accounts receivable. For the gasoline convenience store sector, the largest customer is a consortium of independent owners who accounted for approximately
45%
of revenues and
20%
of accounts receivable (though no single member of the consortium accounted for more than
3%
of accounts receivable). Independent retail stores accounted for approximately
11%
of revenues however no single store accounted for any significant amount of the accounts receivable. The balance of the revenues and accounts receivable were not dominated by any significant single source for the
eight
months ended
March
31,
2016.
Gourmet Foods is not dependent upon any
one
major supplier as many alternative sources are available in the local market place should the need arise.
 
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 accounts receivable as of
March
31,
2017
and
June
30,
2016
as depicted below.
 
   
March
31, 201
7
 
Fund
 
Accounts Receivable
 
USO
  $
1,070,065
     
57
%
USCI
   
371,475
     
20
%
UNG
   
248,103
     
13
%
All Others
   
176,412
     
10
%
Total
  $
1,866,055
     
100
%
 
   
June 30, 2016
 
Fund
 
Accounts Receivable
 
USO
  $
1,245,396
     
59
%
USCI
   
400,258
     
19
%
UNG
   
280,431
     
13
%
All Others
   
198,020
     
9
%
Total
  $
2,124,105
     
100
%
 
Reclassifications
 
For comparative purposes, prior year
’s Financial Statements have been reclassified to conform to report classifications of the current year.
 
Recent Accounting Pronouncements
 
In
May
2014,
the FASB issued ASU
2014
-
09,
Revenue from Contracts with Customers
, which supersedes nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of ASU
2014
-
09
is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU
2014
-
09
defines a
five
step process to achieve this core principle and, in doing so, more judgment and estimates
may
be required within the revenue recognition process than are required under existing U.S. GAAP. This pronouncement is effective for annual reporting periods beginning after
December
15,
2016,
and is to be applied using
one
of
two
retrospective application methods, with early application not permitted. The Company is currently evaluating the impact of the pending adoption of ASU
2014
-
09
on its consolidated financial statements.
 
In
January
2015,
the FASB issued Accounting Standards Update (ASU) No.
2015
-
01
Income Statement - Extraordinary and Unusual Items
(Subtopic
225
-
20)
.
ASU
2015
-
01
eliminates the concept of an extraordinary item from GAAP. As a result, an entity will no longer be required to segregate extraordinary items from the results of ordinary operations, to separately present an extraordinary item on its income statement, net of tax, after income from continuing operations or to disclose income taxes and earnings-per-share data applicable to an extraordinary item. However, ASU
2015
-
01
will still retain the presentation and disclosure guidance for items that are unusual in nature and occur infrequently. ASU
2015
-
01
is effective for periods beginning after
December
15,
2015.
The adoption of ASU
2015
-
01
is not expected to have a material effect on the Company’s consolidated financial statements. Early adoption is permitted.
 
In
February,
2015,
the FASB issued Accounting Standards Update (ASU) No.
2015
-
02,
 
Consolidation (Topic
810):
Amendments to the Consolidation Analysis.
 ASU
2015
-
02
provides guidance on the consolidation evaluation for reporting organizations that are required to evaluate whether they should consolidate certain legal entities such as limited partnerships, limited liability corporations, and securitization structures (collateralized debt obligations, collateralized loan obligations, and mortgage-backed security transactions). ASU
2015
-
02
is effective for periods beginning after
December
15,
2015.
The adoption of ASU
2015
-
02
is not expected to have a material effect on the Company’s consolidated financial statements. Early adoption is permitted.
 
In
September,
2015,
the FASB issued ASU No.
2015
-
16,
 
Business Combinations (Topic
805
)
:
Simplifying the Accounting for Measurement-Period Adjustments
.
 Topic
805
requires that an acquirer retrospectively adjust provisional amounts recognized in a business combination, during the measurement period. To simplify the accounting for adjustments made to provisional amounts, the amendments in the Update require that the acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amount is determined. The acquirer is required to also record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date.  In addition an entity is required to present separately on the face of the income statement or disclose in the notes to the financial statements the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. ASU
2015
-
16
is effective for fiscal years beginning
December
15,
2015.
The adoption of ASU
2015
-
016
is not expected to have a material effect on the Company’s consolidated financial statements.
 
In
November
 
2015,
the FASB issued ASU No.
2015
-
17,
 
Income Taxes (Topic
740):
Balance Sheet Classification of Deferred Taxes
. The new guidance requires that all deferred tax assets and liabilities, along with any related valuation allowance, be classified as noncurrent on the balance sheet. This update is effective for annual periods beginning after
December
15,
2016
and interim periods within those annual periods. The Company does not anticipate the adoption of this ASU will have a significant impact on its consolidated financial position, results of operations, or cash flows.
 
In
January
2016,
the FASB issued ASU No.
2016
-
01,
Financial Instruments—Overall (Subtopic
825
-
10):
Recognition and Measurement of Financial Assets and Financial Liabilities
, to mainly change the accounting for investments in equity securities and financial liabilities carried at fair value as well as to modify the presentation and disclosure requirements for financial instruments. The ASU is effective for annual periods beginning after
December
15,
2018,
with early adoption permitted. Adoption of the ASU is retrospective with a cumulative adjustment to retained earnings or accumulated deficit as of the adoption date. The Company does not anticipate that the adoption of the ASU will have a material impact on its financial statements.
 
In
February
2016,
the FASB issued ASU No.
2016
-
02,
 
Leases (Topic
842)
. The guidance in ASU No.
2016
-
02
supersedes the lease recognition requirements in ASC Topic
840,
 
Leases (FAS
13)
. ASU
2016
-
02
requires an entity to recognize assets and liabilities arising from a lease for both financing and operating leases, along with additional qualitative and quantitative disclosures. ASU
2016
-
02
is effective for fiscal years beginning after
December
15,
2018,
with early adoption permitted. The Company is currently evaluating the effect this standard will have on its consolidated financial statements.
 
In
March
2016,
the FASB issued ASU
2016
-
09,
 
Compensation—Stock Compensation (Topic
718):
Improvements to Employee Share
-
Based Payment Accounting
, to simplify several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The guidance will be effective for annual periods beginning after
December
15,
2016
and interim periods within those annual periods. Early adoption is permitted, including adoption in an interim period. The Company is currently evaluating the impact of the adoption of this newly issued guidance to its consolidated financial statements.
 
On
November
17,
2016,
the FASB issued ASU
2016
-
18,
Statement of Cash Flows (Topic
230):
Restricted Cash
. It is intended to reduce diversity in the presentation of restricted cash and restricted cash equivalents in the statement of cash flows. The new standard requires that restricted cash and restricted cash equivalents be included as components of total cash and cash equivalents as presented on the statement of cash flows. As a result, entities will no longer present transfers between cash and cash equivalents and restricted cash and restricted cash equivalents in the statement of cash flows. ASU
2016
-
18
is effective for annual periods beginning after
December
15,
2017
including interim periods within those fiscal years. Earlier adoption is permitted. The adoption of ASU
2016
-
18
is not expected to have a material effect on the Company’s consolidated financial statements.
 
In
January
2017,
the FASB issued Accounting Standards Update No.
2017
-
01,
Business Combinations (Topic
805):
Clarifying the Definition of a Business
, which clarifies and provides a more robust framework to use in determining when a set of assets and activities is a business. The amendments in this update should be applied prospectively on or after the effective date. This update is effective for annual periods beginning after
December
15,
2017,
and interim periods within those periods. Early adoption is permitted for acquisition or deconsolidation transactions occurring before the issuance date or effective date and only when the transactions have not been reported in issued or made available for issuance financial statements. The Company does not expect the adoption to have any significant impact on its Consolidated Financial Statements.
 
In
January
2017,
the FASB issued ASU No.
2017
-
04,
Intangibles—Goodwill and Other (Topic
350):
Simplifying the Test for Goodwill Impairment
. Under the new standard, goodwill impairment would be measured as the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying value of goodwill. This ASU eliminates existing guidance that requires an entity to determine goodwill impairment by calculating the implied fair value of goodwill by hypothetically assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination. This update is effective for annual periods beginning after
December
15,
2019,
and interim periods within those periods. Early adoption is permitted for interim or annual goodwill impairment test performed on testing dates after
January
1,
2017.
The Company will apply this guidance to applicable impairment tests after the adoption date.
 
No other recently issued accounting pronouncements are expected to have a material impact on the Company
’s consolidated financial statements.