Nevada
|
|
333-38838
|
|
95-4442384
|
(state
of incorporation)
|
|
(Commission
File Number)
|
|
(IRS
Employer I.D. Number)
|
Item 2.01
|
Completion of Acquisition or Disposition of Assets
|
Exhibit
No.
|
|
Description
|
|
|
|
10.1
|
|
Stock Purchase Agreement,
dated September 19, 2016, by and between Wainwright Holdings, Inc.
and Concierge Technologies, Inc. (1)
|
|
Joinder Agreements
(2)
|
|
|
Unaudited condensed
consolidated financial statements of Wainwright Holdings, Inc., as
of and for the three and nine month periods ended September 30,
2016 and 2015 (2)
|
|
|
Unaudited Combined Condensed
Consolidated Pro Forma Balance Sheet and Statement of Operations
for Concierge Technologies, Inc., as of and for the three months
ended September 30, 2016 (2)
|
|
|
Press Release of Concierge
Technologies, Inc., dated December 12, 2016. (2)
|
Date:
December 12, 2016
|
CONCIERGE
TECHNOLOGIES, INC.
|
|
|
|
|
|
|
|
By:
|
/s/ Nicholas Gerber
|
|
|
|
Nicholas Gerber,
Chief Executive Officer
|
|
|
|
|
|
|
Page
|
|
|
Condensed
Consolidated Balance Sheets
|
1
|
|
|
Condensed
Consolidated Statements of Comprehensive Income
|
2
|
|
|
Condensed
Consolidated Statements of Changes in Stockholders’
Equity
|
3
|
|
|
Condensed
Consolidated Statements of Cash Flows
|
4
|
|
|
Notes
to Condensed Consolidated Financial Statements
|
5–13
|
|
2016
|
2015
|
ASSETS
|
(unaudited)
|
|
Current
assets:
|
|
|
Cash
and cash equivalents
|
$6,795,324
|
$2,768,241
|
Short-term
investments
|
978
|
966
|
Accounts
receivable - related party
|
2,051,661
|
1,936,135
|
Notes
receivable, current - related party (Note 7)
|
300,000
|
-
|
Notes
receivable (Note 4)
|
150,000
|
-
|
Prepaid
income taxes
|
-
|
505,152
|
Other
current assets
|
172,058
|
59,838
|
|
|
|
Total
current assets
|
9,470,021
|
5,270,332
|
|
|
|
Long-term
investments
|
500,980
|
500,980
|
Deferred
tax assets, net
|
1,303,573
|
1,303,573
|
Notes
receivable, net of current portion - related party (Note
7)
|
700,000
|
-
|
Other
assets
|
8,558
|
8,558
|
|
|
|
Total
assets
|
$11,983,132
|
$7,083,443
|
|
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
Current
liabilities:
|
|
|
Accounts
payable and accrued liabilities
|
$1,830,750
|
$1,378,425
|
Expense
waivers payable - related party
|
562,500
|
760,973
|
|
|
|
Total
current liabilities
|
2,393,250
|
2,139,398
|
|
|
|
Commitments
and contingencies (Note 6)
|
|
|
|
|
|
Stockholders’
equity:
|
|
|
Common
stock, $0.01 par value; 3,000 shares authorized;
|
|
|
1,741
shares outstanding as of September 30, 2016 and
|
|
|
December
31, 2015, respectively
|
17
|
17
|
Additional
paid-in capital
|
1,561,123
|
1,561,123
|
Accumulated
other comprehensive loss
|
(695)
|
(707)
|
Treasury
stock, 199 shares at September 30, 2016 and
|
|
|
December
31, 2015, respectively
|
(5,389,064)
|
(5,389,064)
|
Retained
earnings
|
13,418,501
|
8,772,676
|
|
|
|
Total
stockholders’ equity
|
9,589,882
|
4,944,045
|
|
|
|
Total
liabilities and stockholders’ equity
|
$11,983,132
|
$7,083,443
|
|
For the three months ended September 30,
|
For the nine months ended September 30,
|
||
|
2016
|
2015
|
2016
|
2015
|
|
(unaudited)
|
(unaudited)
|
(unaudited)
|
(unaudited)
|
|
|
|
|
|
Revenues
- related party
|
$6,367,944
|
$5,295,919
|
$18,977,724
|
$16,097,524
|
|
|
|
|
|
Expenses:
|
|
|
|
|
Compensation
and related benefits
|
920,056
|
1,087,140
|
2,751,773
|
4,372,556
|
Operating
|
1,444,969
|
1,065,761
|
3,974,440
|
3,689,076
|
General
and administrative
|
667,219
|
501,960
|
2,140,913
|
1,474,228
|
Marketing
and advertising
|
701,056
|
615,749
|
2,344,240
|
2,196,323
|
Facilities
and other
|
36,307
|
33,383
|
110,340
|
103,872
|
|
|
|
|
|
Total
expenses
|
3,769,607
|
3,303,993
|
11,321,706
|
11,836,055
|
|
|
|
|
|
Income
(loss) from operations
|
2,598,337
|
1,991,926
|
7,656,018
|
4,261,469
|
|
|
|
|
|
Other
(expense) income, net
|
-
|
156
|
(4,038)
|
(44)
|
|
|
|
|
|
Net
income before income taxes
|
2,598,337
|
1,992,082
|
7,651,980
|
4,261,425
|
|
|
|
|
|
Provision
for income taxes
|
1,001,055
|
801,018
|
3,006,155
|
1,804,384
|
|
|
|
|
|
Net
income
|
1,597,282
|
1,191,064
|
4,645,825
|
2,457,041
|
|
|
|
|
|
Other
comprehensive income (loss)
|
(15)
|
(119)
|
12
|
(283)
|
|
|
|
|
|
Comprehensive
income
|
$1,597,267
|
$1,190,945
|
$4,645,837
|
$2,456,758
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
Additional
|
Other
|
|
|
|
|
|
Common Stock
|
Paid-in
|
Comprehensive
|
Treasury Stock
|
Retained
|
|
||
|
Shares
|
Amount
|
Capital
|
Income (Loss)
|
Shares
|
Amount
|
Earnings
|
Total
|
|
|
|
|
|
|
|
|
|
Balance,
January 1, 2015
|
1,903
|
$19
|
$1,561,123
|
$-
|
37
|
$(1,000,000)
|
$5,791,869
|
$6,353,011
|
|
|
|
|
|
|
|
|
|
Treasury
stock repurchase
|
(162)
|
(2)
|
-
|
-
|
162
|
(4,389,064)
|
-
|
(4,389,066)
|
Distributions
to stockholders
|
-
|
-
|
-
|
-
|
-
|
-
|
(500,000)
|
(500,000)
|
Other
comprehensive income (loss)
|
-
|
-
|
-
|
(707)
|
-
|
-
|
-
|
(707)
|
Net
income
|
-
|
-
|
-
|
-
|
-
|
-
|
3,480,807
|
3,480,807
|
|
|
|
|
|
|
|
|
|
Balance,
December 31, 2015
|
1,741
|
$17
|
$1,561,123
|
$(707)
|
199
|
$(5,389,064)
|
$8,772,676
|
$4,944,045
|
|
|
|
|
|
|
|
|
|
Other
comprehensive income
|
-
|
-
|
-
|
12
|
-
|
-
|
-
|
12
|
Net
income
|
-
|
-
|
-
|
-
|
-
|
-
|
4,645,825
|
4,645,825
|
|
|
|
|
|
|
|
|
|
Balance,
September 30, 2016 (unaudited)
|
1,741
|
$17
|
$1,561,123
|
$(695)
|
199
|
$(5,389,064)
|
$13,418,501
|
$9,589,882
|
|
September 30, 2016
|
September 30, 2015
|
|
(unaudited)
|
(unaudited)
|
Cash
flows from operating activities:
|
|
|
Net
income
|
$4,645,825
|
$2,457,041
|
Adjustments
to reconcile net income to net cash provided by
|
|
|
(used
in) operating activities:
|
|
|
Changes
in assets and liabilities:
|
|
|
Accounts
receivable - related party
|
(115,526)
|
(367,155)
|
Notes
receivable - related party
|
(1,000,000)
|
-
|
Notes
receivable
|
(150,000)
|
-
|
Prepaid
income taxes
|
505,152
|
415,629
|
Other
current assets
|
(112,220)
|
(91,331)
|
Accounts
payable and accrued liabilities
|
452,325
|
35,459
|
Expense
waivers payable - related party
|
(198,473)
|
(24,746)
|
|
|
|
Net
cash provided by (used in) operating activities
|
4,027,083
|
2,606,374
|
|
|
|
Cash
flows from financing activities:
|
|
|
Purchase
of treasury stock
|
-
|
(3,380,939)
|
|
|
|
Net
cash used in financing activities
|
-
|
(3,380,939)
|
|
|
|
Net
increase (decrease) in cash and cash equivalents
|
4,027,083
|
(774,565)
|
|
|
|
Cash
and cash equivalents at beginning of period
|
2,768,241
|
2,555,909
|
|
|
|
Cash
and cash equivalents at end of period
|
$6,795,324
|
$1,781,344
|
|
|
|
Supplemental
cash flow information:
|
|
|
Cash
paid for:
|
|
|
Income
taxes
|
$1,825,000
|
$1,400,000
|
|
|
|
Non-cash
investing and financing activities:
|
|
|
Unrealized
gain on short-term investments, net of
reclassifications
|
|
|
to
earnings
|
$12
|
$-
|
USCF as General Partner for the following Funds
|
|
United
States Oil Fund, LP (“USO”)
|
Organized
as a Delaware limited partnership in May 2005
|
United
States Natural Gas Fund, LP (“UNG”)
|
Organized
as a Delaware limited partnership in November 2006
|
United
States Gasoline Fund, LP (“UGA”)
|
Organized
as a Delaware limited partnership in April 2007
|
United
States Diesel Heating Oil Fund, LP (“UHN”)
|
Organized
as a Delaware limited partnership in April 2007
|
United
States 12 Month Oil Fund, LP (“USL”)
|
Organized
as a Delaware limited partnership in June 2007
|
United
States 12 Month Natural Gas Fund, LP
(“UNL”)
|
Organized
as a Delaware limited partnership in June 2007
|
United
States Short Oil Fund, LP (“DNO”)
|
Organized
as a Delaware limited partnership in June 2008
|
United
States Brent Oil Fund, LP (“BNO”)
|
Organized
as a Delaware limited partnership in September 2009
|
USCF as fund Sponsor - each a series within the USCIF
Trust
|
|
United
States Commodity Index Funds Trust (“USCIF
Trust”)
|
A
series trust formed in Delaware December 2009
|
United
States Commodity Index Fund (“USCI”)
|
A
commodity pool formed in April 2010 and made public August
2010
|
United
States Copper Index Fund (“CPER”)
|
A
commodity pool formed in November 2010 and made public November
2011
|
United
States Agriculture Index Fund (“USAG”)
|
A
commodity pool formed in November 2010 and made public April
2012
|
United
States Metal Index Fund (“USMI”)
|
A
commodity pool formed in November 2010, and made public June 2012,
ceased trading and liquidated March 2015
|
Advisers as fund manager for each series within the ETF
Trust
|
|
Equity
ETF Trust (“ETF Trust”)
|
Organized
as a Delaware statutory trust in November 2013
|
Stock
Split Index Fund (“TOFR”)
|
Fund
launched September 2014
|
Restaurant
Leaders Index Fund (“MENU”)
|
Fund
launched November 2016
|
|
September 30, 2016
|
|||
|
|
Gross
|
Gross
|
|
|
|
Unrealized
|
Unrealized
|
Estimated
|
|
Cost
|
Gains
|
Losses
|
Fair Value
|
|
|
|
|
|
Money
market funds
|
$96
|
$-
|
$-
|
$96
|
Equities
|
1,577
|
-
|
(695)
|
882
|
|
|
|
|
|
Total
short-term
|
|
|
|
|
investments
|
$1,673
|
$-
|
$(695)
|
$978
|
|
December 31, 2015
|
|||
|
|
Gross
|
Gross
|
|
|
|
Unrealized
|
Unrealized
|
Estimated
|
|
Cost
|
Gains
|
Losses
|
Fair Value
|
|
|
|
|
|
Money
market funds
|
$96
|
$-
|
$-
|
$96
|
Equities
|
1,577
|
-
|
(707)
|
870
|
|
|
|
|
|
Total
short-term
|
|
|
|
|
investments
|
$1,673
|
$-
|
$(707)
|
$966
|
Balance,
December 31, 2015
|
|
(707)
|
Other
comprehensive income (loss) before reclassifications
|
12
|
|
Amounts
reclassified from accumulated other comprehensive
|
|
|
income
(loss) to earnings
|
-
|
|
Other
comprehensive income
|
|
12
|
|
|
|
Balance,
September 30, 2016
|
|
$(695)
|
Quarter
ending December 2016
|
$32,680
|
Year
ending 2017
|
132,665
|
Year
ending 2018
|
113,304
|
|
|
Total
|
$278,649
|
CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES
|
|||||
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE
SHEETS
|
|||||
As of September 30, 2016
|
|||||
|
|
|
|
|
|
|
Concierge Technologies
|
Wainwright Holdings
|
Pro Forma Adjustments
|
Notes
|
Pro Forma Combined
|
ASSETS
|
|
|
|
|
|
CURRENT ASSETS:
|
|
|
|
|
|
Cash
& cash equivalents
|
$991,800
|
6,795,324
|
|
|
$7,787,124
|
Short
term investments
|
|
978
|
|
|
978
|
Accounts
receivable
|
804,949
|
2,051,661
|
|
|
2,856,610
|
Inventory,
net
|
445,575
|
|
|
|
445,575
|
Notes
receivable
|
|
1,150,000
|
(1,000,000)
|
a
|
150,000
|
Other
current assets
|
20,847
|
172,058
|
|
|
192,905
|
Total
current assets
|
2,263,171
|
10,170,021
|
(1,000,000)
|
|
11,433,192
|
|
|
|
|
|
|
Restricted
cash
|
14,568
|
|
|
|
14,568
|
Property
and equipment, net
|
1,152,717
|
|
|
|
1,152,717
|
Goodwill
|
219,256
|
|
|
|
219,256
|
Intangible
assets, net
|
988,235
|
|
|
|
988,235
|
Deferred
tax asset, net
|
|
1,303,573
|
|
|
1,303,573
|
Long
term investments
|
|
500,980
|
|
|
500,980
|
Other
assets
|
|
8,558
|
|
|
8,558
|
Total
assets
|
$4,637,947
|
$11,983,132
|
$(1,000,000)
|
|
$15,621,079
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
|
|
CURRENT LIABILITIES:
|
|
|
|
|
|
Accounts
payable and accrued expenses
|
$1,001,603
|
$1,830,750
|
$(18,959)
|
f
|
$2,813,394
|
Purchase
consideration payable
|
214,035
|
|
|
|
214,035
|
Debentures
payable - related parties
|
1,300,000
|
|
(700,000)
|
a
|
600,000
|
Notes
payable - related parties
|
303,500
|
|
(300,000)
|
a
|
3,500
|
Notes
payable
|
8,500
|
|
|
|
8,500
|
Expense
waivers, related party
|
|
562,500
|
|
|
562,500
|
Total
liabilities
|
2,827,639
|
2,393,250
|
(1,018,959)
|
|
4,201,929
|
|
|
|
|
|
|
COMMITMENT & CONTINGENCY
|
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS' EQUITY
|
|
|
|
|
|
Preferred
stock
|
|
|
-
|
|
-
|
Series
B
|
3,754
|
|
9,354
|
b
|
13,108
|
Common
stock
|
67,954
|
17
|
818,783
|
c,d
|
886,754
|
Treasury
Stock
|
|
(5,389,064)
|
5,389,064
|
g
|
-
|
Dividends
paid
|
|
|
-
|
|
-
|
Additional
paid-in capital
|
8,325,620
|
1,561,123
|
(6,217,201)
|
b,c,d,g
|
3,669,542
|
Accumulated
other compreshensive loss
|
(39,241)
|
(695)
|
|
|
(39,936)
|
Accumulated
earnings (deficit)
|
(6,547,778)
|
13,418,501
|
18,959
|
f
|
6,889,682
|
Total
Stockholders' equity
|
1,810,307
|
9,589,882
|
18,959
|
|
11,419,149
|
Total
liabilities and Stockholders' equity
|
$4,637,947
|
$11,983,132
|
$(1,000,000)
|
|
$15,621,079
|
CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES
|
|||||
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF
OPERATIONS
|
|||||
For the three months ended September 30, 2016
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Concierge Technologies
|
Wainwright Holdings
|
Pro Forma Adjustments
|
Notes
|
Pro Forma Combined
|
Net revenue
|
$2,095,232
|
$6,367,944
|
|
|
$8,463,176
|
|
|
|
|
|
|
Cost of revenue
|
1,126,502
|
|
|
|
1,126,502
|
|
|
|
|
|
|
Gross profit
|
968,730
|
6,367,944
|
-
|
|
7,336,674
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expense
|
|
|
|
|
|
General
& administrative expense
|
1,033,266
|
3,769,607
|
|
|
4,802,873
|
Total
operating expenses
|
1,033,266
|
3,769,607
|
-
|
|
4,802,873
|
|
|
|
|
|
|
Operating
Income (Loss)
|
(64,536)
|
2,598,337
|
|
|
2,533,801
|
|
|
|
|
|
|
Other income (expense)
|
|
|
|
|
|
Other
income (expense)
|
4,916
|
|
|
|
4,916
|
Interest
income (expense)
|
(13,256)
|
|
10,279
|
e
|
(2,977)
|
Total other income (expense)
|
(8,340)
|
-
|
10,279
|
|
1,939
|
|
|
|
|
|
|
Net Income (Loss) before income taxes
|
(72,876)
|
2,598,337
|
10,279
|
|
2,535,740
|
|
|
|
|
|
|
Provision
of income taxes
|
(43,380)
|
(1,001,055)
|
|
|
(1,044,435)
|
|
|
|
|
|
|
Net Income (Loss)
|
$(116,256)
|
$1,597,282
|
$10,279
|
|
$1,491,305
|
|
|
|
|
|
|
Other Comprehensive Gain (Loss)
|
|
|
|
|
|
Foreign
currency translation loss
|
(9,738)
|
|
|
|
(9,738)
|
Other
comprehensive loss
|
|
(15)
|
|
|
(15)
|
Comprehensive
Gain (Loss)
|
$(125,994)
|
$1,597,267
|
|
|
$1,481,552
|
|
|
|
|
|
|
Weighted average shares of common stock
|
|
|
|
|
|
Basic
& Diluted
|
67,953,870
|
|
818,799,976
|
|
886,753,846
|
Diluted
|
67,953,870
|
-
|
1,080,969,496
|
|
1,148,923,366
|
|
|
|
|
|
|
Net income (loss) per common share
|
|
|
|
|
|
Basic
& Diluted
|
$(0.00)
|
|
|
|
$0.00
|
Diluted
|
|
|
|
|
$0.00
|